10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to           

Commission file number 33-59650

REVLON CONSUMER PRODUCTS CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	13-3662953
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

237 Park Avenue, New York, New York	10017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 527-4000

Securities registered pursuant to Section 12(b) or 12(g) of the Act:

Title of each class	Name of each exchange on which registered
Class A Common Stock	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes x No o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.         Yes o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                                                                                                                                                           Yes o& #160;No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o

(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).       Yes o No x

The aggregate market value of voting stock held by non-affiliates of the registrant is not applicable as all 5,260 outstanding shares of the registrant’s common stock were held by one affiliate, Revlon, Inc., at December 31, 2009.

The registrant meets the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K as, among other things, all of the registrant’s equity securities are owned directly by Revlon, Inc., which is a reporting company under the Securities Exchange Act of 1934 and which has filed with the SEC on February 25, 2010 all of the material required to be filed pursuant to Section 13, 14 or 15(d) thereof and the registrant is therefore filing this Form 10-K with a reduced disclosure format, which omits the information otherwise required by Items 4, 10, 11, 12 and 13 as permitted under General Instruction I(2)(c) on Form 10-K.

Revlon Consumer Products Corporation and Subsidiaries

Form 10-K

For the Year Ended December 31, 2009

Table of Contents

		Page
PART I
Item 1.	Business	2
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	20
Item 2.	Properties	20
Item 3.	Legal Proceedings	20
Item 4.	Submission of Matters to a Vote of Security Holders (intentionally omitted pursuant to General Instruction I(2)(c) of Form 10-K)	20
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	Selected Financial Data	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 8.	Financial Statements and Supplementary Data	47
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	47
Item 9A(T).	Controls and Procedures	47
Item 9B.	Other Information	48
PART III
Item 10.	Directors and Executive Officers of the Registrant (intentionally omitted pursuant to General Instruction I(2)(c) of Form 10-K)	53
Item 11.	Executive Compensation (intentionally omitted pursuant to General Instruction I(2)(c) of Form 10-K)	53
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (intentionally omitted pursuant to General Instruction I(2)(c) of Form 10-K)	53
Item 13.	Certain Relationships and Related Transactions (intentionally omitted pursuant to General Instruction I(2)(c) of Form 10-K)	53
Item 14.	Principal Accountant Fees and Services	53
PART IV
Item 15.	Exhibits and Financial Statement Schedules	55
	Index to Consolidated Financial Statements and Schedules	F-1
	Report of Independent Registered Public Accounting Firm (Consolidated Financial Statements)	F-2
	Financial Statements	F-3
	Financial Statement Schedule	F-56
	Signatures
	Certifications
	Exhibits
EX-4.7
EX-4.8
EX-4.9
EX-4.10
EX-4.11
EX-4.12
EX-4.13
EX-4.14
EX-4.15
EX-4.16
EX-4.17
EX-4.20
EX-4.21
EX-4.22
EX-4.23
EX-4.24
EX-21.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

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PART I

Item 1.   Business

Background

Revlon Consumer Products Corporation (“Products Corporation” and together with its subsidiaries, the “Company”) is a wholly-owned operating subsidiary of Revlon, Inc., which is a direct and indirect majority-owned subsidiary of MacAndrews & Forbes Holdings Inc. (“MacAndrews & Forbes Holdings” and together with certain of its affiliates other than the Company, “MacAndrews & Forbes”), a corporation wholly-owned by Ronald O. Perelman.

The Company’s vision is glamour, excitement and innovation through high-quality products at affordable prices. The Company operates in a single segment and manufactures, markets and sells an extensive array of cosmetics, women’s hair color, beauty tools, anti-perspirants/deodorants, fragrances, skincare and other beauty care products. The Company is one of the world’s leading cosmetics companies in the mass retail channel (as hereinafter defined). The Company believes that its global brand name recognition, product quality and marketing experience have enabled it to create one of the strongest consumer brand franchises in the world.

The Company’s products are sold worldwide and marketed under such brand names as Revlon, including the Revlon ColorStay, Revlon Super Lustrous and Revlon Age Defying franchises, as well as the Almay brand, including the Almay Intense i-Color and Almay Smart Shade franchises, in cosmetics; Revlon ColorSilk in women’s hair color; Revlon in beauty tools; Mitchum anti-perspirants/deodorants; Charlie and Jean Naté in fragrances; and Ultima II and Gatineau in skincare.

The Company’s principal customers include large mass volume retailers and chain drug and food stores (collectively, the “mass retail channel”) in the U.S., as well as certain department stores and other specialty stores, such as perfumeries, outside the U.S. The Company also sells beauty products to U.S. military exchanges and commissaries and has a licensing business pursuant to which the Company licenses certain of its key brand names to third parties for complementary beauty-related products and accessories in exchange for royalties.

The Company was founded by Charles Revson, who revolutionized the cosmetics industry by introducing nail enamels matched to lipsticks in fashion colors over 75 years ago. Today, the Company has leading market positions in a number of its principal product categories in the U.S. mass retail channel, including color cosmetics (face, lip, eye and nail categories), women’s hair color, beauty tools and anti-perspirants/deodorants. The Company also has leading market positions in several product categories in certain foreign countries, including Australia, Canada and South Africa.

The Company’s Business Strategy

The Company’s strategic goal is to profitably grow our business. The business strategies employed by the Company to achieve this goal are:

1.	Building our strong brands.  We continue to build our strong brands by focusing on innovative, high-quality, consumer-preferred brand offering; effective consumer brand communication; appropriate levels of advertising and promotion; and superb execution with our retail partners.
2.	Developing our organizational capability.  We continue to develop our organizational capability through attracting, retaining and rewarding highly capable people and through performance management, development planning, succession planning and training.
3.	Driving our company to act globally.  We continue to drive common global processes which are designed to provide the most efficient allocation of our resources.
4.	Increasing our operating profit and cash flow.  We continue to focus on increasing our operating profit and cash flow.
5.	Improving our capital structure.  We continue to improve our capital structure by focusing on strengthening our balance sheet and reducing debt.

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Recent Debt Reduction Transactions

We reduced our long-term indebtedness by $80.7 million during 2009 and extended the maturity on a significant portion of our long-term debt primarily as a result of the following transactions:

2006 Term Loan Facility:  In January 2009, Products Corporation made a required quarterly amortization payment of $2.1 million under its 2006 Term Loan Facility (as hereinafter defined). In February 2009, Products Corporation repaid $16.6 million in principal amount under its 2006 Term Loan Facility pursuant to the requirement under the 2006 Term Loan Agreement to repay term loan indebtedness with 50% of its 2008 “excess cash flow” (as defined under such agreement), which repayment satisfied Products Corporation’s required quarterly term loan amortization payments of $2.1 million per quarter that would otherwise have been due on April 15, 2009, July 15, 2009, October 15, 2009, January 15, 2010, April 15, 2010, July 15, 2010, October 15, 2010 and $1.9 million of the amortization payment otherwise due on January 15, 2011. At December 31, 2009, the principal amount outstanding under Products Corporation’s 2006 Term Loan Facility was $815.0 million.

Extension of the maturity of the Senior Subordinated Term Loan:  In October 2009, Revlon, Inc. consummated its voluntary exchange offer (as amended, the “Exchange Offer”) in which Revlon, Inc. issued to stockholders (other than MacAndrews & Forbes and its affiliates) 9,336,905 shares of Series A preferred stock, par value $0.01 per share (the “Preferred Stock”), in exchange for the same number of shares of Class A Common Stock tendered for exchange in the Exchange Offer.

Upon consummation of the Exchange Offer, MacAndrews & Forbes contributed to Revlon, Inc. $48.6 million of the $107.0 million aggregate outstanding principal amount of the Senior Subordinated Term Loan (as hereinafter defined) made by MacAndrews & Forbes to Products Corporation (the “Contributed Loan”), and the terms of the Senior Subordinated Term Loan Agreement were amended:

•  to extend the maturity date on the Contributed Loan which remains owing from Products Corporation to Revlon, Inc. from August 2010 to October 8, 2013;

•  to change the annual interest rate on the Contributed Loan from 11% to 12.75%;

•  to extend the maturity date on the $58.4 million principal amount of the Senior Subordinated Term Loan which remains owing from Products Corporation to MacAndrews & Forbes (the “Non-Contributed Loan”) from August 2010 to October 8, 2014; and

•  to change the annual interest rate on the Non-Contributed Loan from 11% to 12%.

Refinancing of the 9½% Senior Notes:  In November 2009, Products Corporation issued and sold $330.0 million in aggregate principal amount of 93/4% Senior Secured Notes due November 15, 2015 (the “93/4% Senior Secured Notes”) in a private placement which was priced at 98.9% of par.

Products Corporation used the $319.8 million of net proceeds from the 93/4% Senior Secured Notes (net of original issue discount and underwriters fees), together with $42.6 million of other cash and borrowings under the 2006 Revolving Credit Facility (as hereinafter defined), to repay or redeem all of the $340.5 million aggregate principal amount outstanding of Products Corporation’s 91/2% Senior Notes due April 1, 2011 (the “91/2% Senior Notes”), plus an aggregate of $21.9 million for accrued interest, applicable redemption and tender premiums and fees and expenses related to refinancing the 91/2% Senior Notes, as well as the amendments to the 2006 Credit Agreements required to permit such refinancing to be conducted on a secured basis.

Prior to their complete refinancing in November 2009, Products Corporation repurchased $49.5 million in aggregate principal amount of 91/2% Senior Notes at an aggregate purchase price of $41.0 million, which is net of the write-off of the ratable portion of unamortized debt discounts and deferred financing fees resulting from such repurchases.

(See further discussion in “2009 Refinancing Transactions” within “Financial Condition, Liquidity and Capital Resources — 2009 Refinancing Transactions” and in Note 9 “Long-Term Debt” to the Consolidated Financial Statements).

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Possible refinancing of the 2006 Credit Agreements:  As part of the Company’s strategy to continue to improve its capital structure, on February 25, 2010, the Company filed with the SEC a Current Report on Form 8-K disclosing that Products Corporation is exploring a possible refinancing of its existing 2006 Term Loan Facility and its 2006 Revolving Credit Facility, including disclosure of the possible principle terms and conditions of such refinancing. There can be no assurances that such refinancing will be finalized and closed. Products Corporation was in compliance with all applicable covenants under its 2006 Credit Agreements as of December 31, 2009 and the date of this filing.

Products

The Company manufactures and markets a variety of products worldwide. The following table sets forth the Company’s principal brands.

				ANTI-
		BEAUTY		PERSPIRANTS/
COSMETICS	HAIR	TOOLS	FRAGRANCE	DEODORANTS	SKINCARE
Revlon	Revlon ColorSilk	Revlon	Charlie	Mitchum	Gatineau
Almay			Jean Naté		Ultima II

Cosmetics — Revlon:  The Company sells a broad range of cosmetics under its flagship Revlon brand designed to fulfill consumer needs, principally priced in the upper range of the mass retail channel, including face, lip, eye and nail products. Certain of the Company’s products incorporate patented, patent-pending or proprietary technology. (See “New Product Development and Research and Development”).

The Company sells face makeup, including foundation, powder, blush and concealers, under the Revlon brand name. Revlon Age Defying, which is targeted for women in the over-35 age bracket, incorporates the Company’s patented Botafirm ingredients to help reduce the appearance of lines and wrinkles. The Company’s new Revlon Age Defying Spa foundation and concealer were introduced for 2009 to instantly revitalize and brighten, while protecting against the appearance of fine lines. The Company also markets a complete range of Revlon ColorStay liquid and powder face makeup with patented long-wearing ingredients and SoftFlex technology for enhanced comfort. The Revlon ColorStay Mineral collection includes Revlon ColorStay Mineral Mousse makeup and Revlon ColorStay Mineral foundation, as well as Revlon ColorStay Mineral pressed blush and bronzer. The Revlon Beyond Natural collection, focusing on a naturally glamorous look, offers skin-tone matching liquid foundation. For 2010, the Company launched Revlon PhotoReady makeup, powder and finisher, all designed with innovative photochromatic pigments that bend and reflect light to give a flawless, airbrushed appearance in any light. The Company has also launched Revlon Age Defying Spa face illuminator, which uses light reflection to enhance skin and boost luminosity, producing a radiant and glowing effect.

The Company markets several different lines of Revlon lip makeup, including lipstick, lip gloss and lip liner, under several Revlon brand names. Revlon Super Lustrous is the Company’s flagship wax-based lipcolor, offered in a wide variety of shades of lipstick and lip gloss, and has LiquiSilk technology designed to boost moisturization using silk dispersed in emollients. Revlon ColorStay Soft & Smooth lip color, with patented ingredients, offers long-wearing benefits while enhancing comfort with SoftFlex technology, while Revlon ColorStay Overtime lipcolor and Revlon ColorStay Overtime Sheer lip color use patented transfer resistant technology. The Company’s Revlon ColorStay Mineral lipglaze is the Company’s first long-wearing lip gloss with up to eight hours of wear. For 2009, the Company introduced Revlon Cremé Gloss, a lip gloss that provides deeply pigmented color with extreme gloss shine and Revlon ColorStay Ultimate liquid lipstick, the first and only lipcolor that has patented ColorStay long-wearing technology with comfortable food-proof wear for up to 12 hours in one simple step. For 2010, the Company launched Revlon ColorBurst lipstick, a luxurious lipstick available in 20 shades with Elasticolor technology that provides an instant burst of rich, true color that feels virtually weightless on lips.

The Company’s eye makeup products include mascaras, eyeliners, eye shadows and brow products, under several Revlon brand names. In mascaras, key franchises include Fabulash, which uses a lash perfecting brush for fuller lashes, and Revlon Lash Fantasy Total Definition, a two-step primer and mascara with lash separating brushes for enhanced definition. In 2009, the Company launched Revlon DoubleTwist mascara featuring a revolutionary two-in-one patent-pending brush for massive volume and remarkable definition. In eyeliners, Revlon

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Luxurious Color liner uses a smooth formula to provide rich, luxurious color. In addition, in 2009, the Company introduced Revlon Luxurious Color kohl eyeliner for intense matte color. In eye shadow, Revlon ColorStay 12-Hour patented long-wearing eyeshadow enables color to look fresh for up to 12 hours. In 2009, the Company also introduced new Revlon Matte eye shadows, which provide high impact color combined with a soft matte finish. For 2010, the Company extended its eye shadow offering and introduced Revlon Luxurious Color eyeshadow in satin and perle finishes, which offer rich, smooth and velvety application.

The Company’s nail color and nail care lines include enamels, treatments and cuticle preparations. The Company’s core Revlon nail enamel uses a patented formula that provides consumers with improved wear, application, shine and gloss in a toluene-free, formaldehyde-free and phthalate-free formula.

Hair — Revlon:  The Company sells both hair color and haircare products throughout the world. In women’s hair color, the Company markets brands, including Revlon ColorSilk, with patented ingredients which offer radiant, rich color with conditioning.

Beauty Tools — Revlon:  The Company sells Revlon Beauty Tools, which include nail, eye and pedicure grooming tools, such as clippers, scissors, files, tweezers and eye lash curlers. Revlon Beauty Tools are sold individually and in sets. In 2009, the Company launched a full line of makeup brushes under the Revlon brand name.

Cosmetics — Almay:  The Company’s Almay brand consists of hypo-allergenic, dermatologist-tested, fragrance-free cosmetics and skincare products. Almay products include face and eye makeup and makeup removers.

Within the face category, Almay Smart Shade offers patented ingredients for foundation, blush, bronzer and concealer that are designed to match consumer skin tones. Introduced for 2010, Almay Smart Shade Anti-Aging makeup matches skin tone while also fighting signs of aging. Almay TLC Truly Lasting Color makeup and pressed powder have long-wearing formulas that nourish and protect the skin for up to 16 hours of coverage.

In eye makeup, the flagship brand, Almay Intense i-Color, enhances and intensifies eyes through color-coordinated shades of shadow, liner and mascara for each eye color. In 2010, the Company extended the franchise to include Almay Intense i-Color with Light Interplay Technology. Almay Bright Eyes collection is a three-product, innovative and coordinated collection made up of eye base and concealer in one, eye shadow and a liner/highlighter duo. The collection helps eyes look refreshed and radiant due to Almay’s expert formulas that work with light reflectors to naturally brighten and de-puff the look of the entire eye area. The Almay One Coat mascara franchise includes products for lash thickening and visible lengthening, and the patented Almay Triple Effect mascara offers a more dramatic look. Almay eye makeup removers are offered in a range of pads and towlettes.

Anti-perspirants/deodorants:  In the anti-perspirants/deodorants product category, the Company markets Mitchum anti-perspirant products, with patented ingredients, in many countries.

Fragrances:  The Company sells a selection of moderately-priced and premium-priced fragrances, including perfumes, eau de toilettes, colognes and body sprays. The Company’s portfolio includes fragrances under globally-recognized brand names such as Charlie and Jean Naté.

Skincare:  The Company sells skincare products in the U.S. and in global markets under internationally-recognized brand names, including Revlon and Almay, and under various regional brands, including the Company’s premium-priced Gatineau brand, as well as Ultima II.

Marketing

The Company markets extensive consumer product lines principally priced in the upper range of the mass retail channel and certain other channels outside of the U.S.

The Company uses print, television and internet advertising, as well as point-of-sale merchandising, including displays and samples, coupons and other trial incentives. The Company’s marketing emphasizes a uniform global image and product for its portfolio of core brands. The Company coordinates advertising campaigns with in-store promotional and other marketing activities. The Company develops jointly with retailers carefully tailored advertising, point-of-purchase and other focused marketing programs.

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The Company also uses cooperative advertising programs, Company-paid or Company-subsidized demonstrators, and coordinated in-store promotions and displays. Other marketing materials designed to introduce the Company’s newest products to consumers and encourage trial and purchase in-store include trial-size products and couponing. Additionally, the Company maintains separate websites, www.revlon.com, www.almay.com and www.mitchumman.com devoted to the Revlon, Almay and Mitchum brands, respectively. Each of these websites feature product and promotional information for the brands and are updated regularly to stay current with the Company’s new product launches and other advertising and promotional campaigns.

New Product Development and Research and Development

The Company believes that it is an industry leader in the development of innovative and technologically-advanced cosmetics and beauty products. The Company’s marketing and research and development groups identify consumer needs and shifts in consumer preferences in order to develop new products, introduce line extensions and promotions and redesign or reformulate existing products to satisfy such needs or preferences. The Company’s research and development group is comprised of departments specialized in the technologies critical to the Company’s various product categories. The Company has a global cross-functional product development process, including a rigorous process for the continuous development and evaluation of new product concepts, led by executives in marketing, sales, research and development, operations, law and finance. This process has improved the Company’s new product commercialization process and created a comprehensive, long-term portfolio strategy and is intended to optimize the Company’s ability to regularly bring to market innovative new product offerings and to manage the Company’s product portfolio.

The Company operates an extensive cosmetics research and development facility in Edison, New Jersey. The scientists at the Edison facility are responsible for all of the Company’s new product research and development worldwide and performing research for new products, ideas, concepts and packaging. The research and development group at the Edison facility also performs extensive safety and quality testing on the Company’s products, including toxicology, microbiology, efficacy and package testing. Additionally, quality control testing is performed at each of the Company’s manufacturing facilities.

As of December 31, 2009, the Company employed approximately 140 people in its research and development activities, including specialists in pharmacology, toxicology, chemistry, microbiology, engineering, biology, dermatology and quality control. In 2009, 2008 and 2007, the Company spent $23.9 million, $24.3 million and $24.4 million, respectively, on research and development activities.

Manufacturing and Related Operations and Raw Materials

During 2009, the Company’s cosmetics and/or personal care products were produced at the Company’s facilities in North Carolina, Venezuela, France and South Africa and at third-party facilities around the world.

The Company continually reviews its manufacturing needs against its manufacturing capacities to identify opportunities to reduce costs and operate more efficiently. The Company purchases raw materials and components throughout the world, and continuously pursues reductions in cost of goods through the global sourcing of raw materials and components from qualified vendors, utilizing its purchasing capacity to maximize cost savings. The Company’s global sourcing strategy for materials and components from accredited vendors is also designed to ensure the highest quality and the continuity of supply of the raw materials and components. The Company believes that alternate sources of raw materials and components exist and does not anticipate any significant shortages of, or difficulty in obtaining, such materials.

Distribution

The Company’s products are sold in more than 100 countries across six continents. The Company’s worldwide sales force had approximately 220 people as of December 31, 2009. In addition, the Company utilizes sales representatives and independent distributors to serve certain markets and related distribution channels.

United States.  Net sales in the U.S. accounted for approximately 58% of the Company’s 2009 net sales, a majority of which were made in the mass retail channel. The Company also sells a broad range of consumer

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products to U.S. Government military exchanges and commissaries. The Company licenses its trademarks to select manufacturers for complimentary beauty-related products and accessories that the Company believes have the potential to extend the Company’s brand names and image. As of December 31, 2009, twelve (12) licenses were in effect relating to eighteen (18) product categories, which are marketed principally in the mass-market distribution channel. Pursuant to such licenses, the Company retains strict control over product design and development, product quality, advertising and the use of its trademarks. These licensing arrangements offer opportunities for the Company to generate revenues and cash flow through royalties and renewal fees, some of which have been prepaid from time to time.

The Company’s retail merchandisers stock and maintain the Company’s point-of-sale wall displays intended to ensure that high-selling SKUs are in stock and to ensure the optimal presentation of the Company’s products in retail outlets.

International.  Net sales outside the U.S. accounted for approximately 42% of the Company’s 2009 net sales. The five largest countries in terms of these sales were South Africa, Australia, Canada, U.K and Venezuela, which together accounted for approximately 25% of the Company’s 2009 consolidated net sales. The Company distributes its products through drug stores and chemist shops, hypermarkets, mass volume retailers, general merchandise stores, department stores and specialty stores such as perfumeries. At December 31, 2009, the Company actively sold its products through wholly-owned subsidiaries established in 14 countries outside of the U.S. and through a large number of distributors and licensees elsewhere around the world.

Customers

The Company’s principal customers include large mass volume retailers and chain drug stores, including such well-known retailers as Wal-Mart, Walgreens, CVS and Target in the U.S., Shoppers DrugMart in Canada, A.S. Watson & Co. retail chains in Asia Pacific and Europe and Boots in the United Kingdom. Wal-Mart and its affiliates worldwide accounted for approximately 23% of the Company’s 2009 consolidated net sales. As is customary in the consumer products industry, none of the Company’s customers is under an obligation to continue purchasing products from the Company in the future. The Company expects that Wal-Mart and a small number of other customers will, in the aggregate, continue to account for a large portion of the Company’s net sales. (See Item 1A. Risk Factors — “The Company depends on a limited number of customers for a large portion of its net sales and the loss of one or more of these customers could reduce the Company’s net sales and have a material adverse affect on the Company’s business, financial condition and/or results of operations”).

Competition

The consumer products business is highly competitive. The Company competes primarily on the basis of:

•  developing quality products with innovative performance features, shades, finishes, components and packaging;

•  educating consumers on the Company’s product benefits;

•  anticipating and responding to changing consumer demands in a timely manner, including the timing of new product introductions and line extensions;

•  offering attractively priced products relative to the product benefits provided;

•  maintaining favorable brand recognition;

•  generating competitive margins and inventory turns for its retail customers by providing relevant products and executing effective pricing, incentive and promotion programs;

•  ensuring product availability through effective planning and replenishment collaboration with retailers;

•  providing strong and effective advertising, marketing, promotion and merchandising support;

•  maintaining an effective sales force; and

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•  obtaining and retaining sufficient retail floor space, optimal in-store positioning and effective presentation of its products at retail.

The Company competes in selected product categories against a number of multi-national manufacturers. In addition to products sold in the mass retail channel and demonstrator-assisted channels, the Company’s products also compete with similar products sold in prestige and department stores, television shopping, door-to-door, specialty stores, the internet, perfumeries and other distribution outlets. The Company’s competitors include, among others, L’Oréal S.A., The Procter & Gamble Company, Avon Products, Inc. and The Estée Lauder Companies Inc. (See Item 1A. Risk Factors — “Competition in the consumer products business could materially adversely affect the Company’s net sales and its share of the mass retail channel and could have an adverse affect on the Company’s business, financial condition and/or results of operations”).

Patents, Trademarks and Proprietary Technology

The Company’s major trademarks are registered in the U.S. and in over 150 other countries, and the Company considers trademark protection to be very important to its business. Significant trademarks include Revlon, ColorStay, Revlon Age Defying makeup with Botafirm, Revlon Super Lustrous, Almay, Almay Smart Shade, Mitchum, Charlie, Jean Naté, Revlon ColorSilk and, outside the U.S., Gatineau and Ultima II. The Company regularly renews its trademark registrations in the ordinary course of business.

The Company utilizes certain proprietary, patent-pending or patented technologies in the formulation, packaging or manufacture of a number of the Company’s products, including, among others, Revlon ColorStay cosmetics, including Revlon ColorStay Soft & Smooth and the Revlon ColorStay mineral collection; Revlon Age Defying cosmetics; the Revlon Beyond Natural collection; Fabulash mascara; classic Revlon nail enamel; Almay Smart Shade makeup; Revlon ColorSilk hair color; Mitchum anti-perspirant; and the Revlon Pedi-Expert pedicure tool. The Company also protects certain of its packaging and component concepts through patents. The Company considers its proprietary technology and patent protection to be important to its business.

The Company files patents in the ordinary course of business on certain of the Company’s new technologies. Patents in the U.S. are effective for up to 20 years and international patents are generally effective for up to 20 years. The patents that the Company currently has in place expire at various times between 2010 and 2030 and the Company expects to continue to file patent applications on certain of its technologies in the ordinary course of business in the future.

Government Regulation

The Company is subject to regulation by the Federal Trade Commission (the “FTC”) and the Food and Drug Administration (the “FDA”) in the U.S., as well as various other federal, state, local and foreign regulatory authorities, including those in the European Union (the “EU”), Canada and other countries in which the Company operates. The Company’s Oxford, North Carolina manufacturing facility is registered with the FDA as a drug manufacturing establishment, permitting the manufacture of cosmetics that contain over-the-counter drug ingredients, such as sunscreens and anti-perspirants. Compliance with federal, state, local and foreign laws and regulations pertaining to the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had, and is not anticipated to have, a material effect on the Company’s capital expenditures, earnings or competitive position. Regulations in the U.S., the EU, Canada and in other countries in which the Company operates that are designed to protect consumers or the environment have an increasing influence on the Company’s product claims, ingredients and packaging.

Industry Segments, Foreign and Domestic Operations

The Company operates in a single segment. Certain geographic, financial and other information of the Company is set forth in the Consolidated Statements of Operations and Note 19, “Geographic, Financial and Other Information”, to the Company’s Consolidated Financial Statements.

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Employees

As of December 31, 2009, the Company employed approximately 4,800 people. As of December 31, 2009, approximately 20 of such employees in the U.S. were covered by collective bargaining agreements. The Company believes that its employee relations are satisfactory.

Available Information

The public may read and copy any materials that the Company files with the SEC including, without limitation, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information in the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file with the SEC at http://www.sec.gov.

Item 1A.   Risk Factors

In addition to the other information in this report, investors should consider carefully the following risk factors when evaluating the Company’s business.

Products Corporation’s substantial indebtedness could adversely affect the Company’s operations and flexibility and Products Corporation’s ability to service its debt.

Products Corporation has a substantial amount of outstanding indebtedness. As of December 31, 2009, the Company’s total indebtedness was $1,248.7 million, primarily including $815.0 million aggregate principal amount outstanding under the 2006 Term Loan Facility, $330.0 million in aggregate principal face amount outstanding of Products Corporation’s 93/4% Senior Secured Notes and $107.0 million aggregate principal amount outstanding under the Senior Subordinated Term Loan (which is comprised of $58.4 million of indebtedness due to MacAndrews & Forbes under the Non-Contributed Loan and $48.6 million of indebtedness due to Revlon, Inc. under the Contributed Loan). While Products Corporation achieved net income of $58.8 million (with $58.5 million of income from continuing operations) and $65.8 million (with $21.0 million of income from continuing operations) for the years ended December 31, 2009 and 2008, respectively, the Company has a history of net losses prior to 2008 and, in addition, if it is unable to achieve sustained profitability and free cash flow in future periods, it could adversely affect the Company’s operations and Products Corporation’s ability to service its debt.

The Company is subject to the risks normally associated with substantial indebtedness, including the risk that the Company’s operating revenues will be insufficient to meet required payments of principal and interest, and the risk that Products Corporation will be unable to refinance existing indebtedness when it becomes due or that the terms of any such refinancing will be less favorable than the current terms of such indebtedness. Products Corporation’s substantial indebtedness could also have the effect of:

•  limiting the Company’s ability to fund (including by obtaining additional financing) the costs and expenses of the execution of the Company’s business strategy, future working capital, capital expenditures, advertising, promotional or marketing expenses, new product development costs, purchases and reconfigurations of wall displays, acquisitions, investments, restructuring programs and other general corporate requirements;

•  requiring the Company to dedicate a substantial portion of its cash flow from operations to payments on Products Corporation’s indebtedness, thereby reducing the availability of the Company’s cash flow for the execution of the Company’s business strategy and for other general corporate purposes;

•  placing the Company at a competitive disadvantage compared to its competitors that have less debt;

•  limiting the Company’s flexibility in responding to changes in its business and the industry in which it operates; and

•  making the Company more vulnerable in the event of adverse economic conditions or a downturn in its business.

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Although agreements governing Products Corporation’s indebtedness, including the 2006 Credit Agreements, the indenture governing Products Corporation’s outstanding 93/4% Senior Secured Notes and the Senior Subordinated Term Loan Agreement, limit Products Corporation’s ability to borrow additional money, under certain circumstances Products Corporation is allowed to borrow a significant amount of additional money, some of which, in certain circumstances and subject to certain limitations, could be secured indebtedness. To the extent that more debt is added to the Company’s current debt levels, the risks described above may increase.

Products Corporation’s ability to pay the principal of its indebtedness depends on many factors.

The 2006 Bank Credit Agreements mature in January 2012, the Contributed Loan under the Senior Subordinated Term Loan matures in October 2013, the Non-Contributed Loan under the Senior Subordinated Term Loan matures in October 2014, and the 93/4% Senior Secured Notes mature in November 2015. Products Corporation currently anticipates that, in order to pay the principal amount of its outstanding indebtedness upon the occurrence of any event of default, to repurchase its 93/4% Senior Secured Notes if a change of control occurs or in the event that Products Corporation’s cash flows from operations are insufficient to allow it to pay the principal amount of its indebtedness at maturity, the Company may be required to refinance Products Corporation’s indebtedness, seek to sell assets or operations, seek to sell additional debt securities of Products Corporation or seek additional capital contributions or loans from MacAndrews & Forbes, Revlon, Inc. or from the Company’s other affiliates and/or third parties. The Company may be unable to take any of these actions, because of a variety of commercial or market factors or constraints in Products Corporation’s debt instruments, including, for example, market conditions being unfavorable for an equity or debt issuance, additional capital contributions or loans not being available from affiliates and/or third parties, or that the transactions may not be permitted under the terms of the various debt instruments then in effect, such as due to restrictions on the incurrence of debt, incurrence of liens, asset dispositions and/or related party transactions. Such actions, if ever taken, may not enable the Company to satisfy its cash requirements or enable the Company to comply with the financial covenants under the 2006 Credit Agreements if the actions do not result in sufficient savings or generate a sufficient amount of additional capital, as the case may be.

None of the Company’s affiliates are required to make any capital contributions, loans or other payments to Products Corporation regarding its obligations on its indebtedness. Products Corporation may not be able to pay the principal amount of its indebtedness if the Company took any of the above actions because, under certain circumstances, the indenture governing Products Corporation’s outstanding 93/4% Senior Secured Notes or any of its other debt instruments (including the 2006 Credit Agreements and the Senior Subordinated Term Loan Agreement) or the debt instruments of Products Corporation’s subsidiaries then in effect may not permit the Company to take such actions. (See “Restrictions and covenants in Products Corporation’s debt agreements limit its ability to take certain actions and impose consequences in the event of failure to comply”).

Additionally, the economic conditions during the latter part of 2008 and in 2009 and the volatility in the financial markets contributed to a substantial tightening of the credit markets and a reduction in credit availability, including lending by financial institutions. Although Products Corporation was able to successfully refinance its 91/2% Senior Notes with the issuance of its new 93/4% Senior Secured Notes in November 2009, the future state of the credit markets could adversely impact the Company’s ability to refinance or replace Products Corporation’s outstanding indebtedness at or prior to their respective maturity dates, which would have a material adverse effect on the Company’s business, financial condition and/or results of operations.

Restrictions and covenants in Products Corporation’s debt agreements limit its ability to take certain actions and impose consequences in the event of failure to comply.

Agreements governing Products Corporation’s outstanding indebtedness, including the 2006 Credit Agreements, the indenture governing Products Corporation’s 93/4% Senior Secured Notes and the Senior Subordinated Term Loan Agreement, contain a number of significant restrictions and covenants that limit Products Corporation’s ability (subject in each case to limited exceptions) to, among other things:

•  borrow money;

•  use assets as security in other borrowings or transactions;

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•  pay dividends on stock or purchase stock;

•  sell assets and use the proceeds from such sales;

•  enter into certain transactions with affiliates;

•  make certain investments;

•  prepay, redeem or repurchase specified indebtedness; and

•  permit restrictions on the payment of dividends by Products Corporation’s subsidiaries.

In addition, the 2006 Credit Agreements contain financial covenants limiting Products Corporation’s senior secured debt-to-EBITDA ratio (in the case of the 2006 Term Loan Agreement) and, under certain circumstances, requiring Products Corporation to maintain a minimum consolidated fixed charge coverage ratio (in the case of the 2006 Revolving Credit Agreement). These covenants affect Products Corporation’s operating flexibility by, among other things, restricting its ability to incur expenses and indebtedness that could be used to fund the costs of executing the Company’s business strategy and to grow the Company’s business, as well as to fund general corporate purposes.

The breach of the 2006 Credit Agreements would permit Products Corporation’s lenders to accelerate amounts outstanding under the 2006 Credit Agreements, which would in turn constitute an event of default under the Senior Subordinated Term Loan Agreement and the indenture governing Products Corporation’s outstanding 93/4% Senior Secured Notes, if the amount accelerated exceeds $25.0 million and such default remains uncured for 10 days following notice from MacAndrews & Forbes with respect to the Senior Subordinated Term Loan Agreement or the trustee or the holders of at least 30% of the outstanding principal amount of the notes under the 93/4% Senior Secured Notes indenture. In addition, holders of Products Corporation’s outstanding 93/4% Senior Secured Notes may require Products Corporation to repurchase their respective notes in the event of a change of control under the 93/4% Senior Secured Notes indenture. (See “Products Corporation’s ability to pay the principal of its indebtedness depends on many factors”). Products Corporation may not have sufficient funds at the time of any such breach of any such covenant or change of control to repay in full the borrowings under the 2006 Credit Agreements or the Senior Subordinated Term Loan Agreement or to repurchase or redeem its outstanding 93/4% Senior Secured Notes.

Events beyond the Company’s control could impair the Company’s operating performance, which could affect Products Corporation’s ability to comply with the terms of Products Corporation’s debt instruments. Such events may include decreased consumer spending in response to weak economic conditions or weakness in the cosmetics category in the mass retail channel; adverse changes in currency exchange rates; decreased sales of the Company’s products as a result of increased competitive activities by the Company’s competitors; changes in consumer purchasing habits, including with respect to shopping channels; retailer inventory management; changes in retailer pricing or promotional strategies; retailer space reconfigurations or reductions in retailer display space; less than anticipated results from the Company’s existing or new products or from its advertising, promotional and/or marketing plans; or if the Company’s expenses, including, without limitation, for pension expense under its benefit plans, advertising, promotions and/or marketing activities or for sales returns related to any reduction of retail space, product discontinuances or otherwise, exceed the anticipated level of expenses.

Under such circumstances, Products Corporation may be unable to comply with the provisions of Products Corporation’s debt instruments, including the financial covenants in the 2006 Credit Agreements. If Products Corporation is unable to satisfy such covenants or other provisions at any future time, Products Corporation would need to seek an amendment or waiver of such financial covenants or other provisions. The respective lenders under the 2006 Credit Agreements may not consent to any amendment or waiver requests that Products Corporation may make in the future, and, if they do consent, they may not do so on terms which are favorable to it and/or Revlon, Inc.

In the event that Products Corporation was unable to obtain any such waiver or amendment, Products Corporation’s inability to meet the financial covenants or other provisions of the 2006 Credit Agreements would constitute an event of default under the 2006 Credit Agreements, which would permit the bank lenders to accelerate the 2006 Credit Agreements, which in turn would constitute an event of default under the Senior Subordinated Term Loan Agreement and the indenture governing Products Corporation’s outstanding 93/4% Senior Secured Notes, if the amount accelerated exceeds $25.0 million and such default remains uncured for 10 days following notice from

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MacAndrews & Forbes with respect to the Senior Subordinated Term Loan Agreement or the trustee or the holders of at least 30% of the outstanding principal amount of the outstanding notes under the 93/4% Senior Secured Notes indenture.

Products Corporation’s assets and/or cash flow and/or that of Products Corporation’s subsidiaries may not be sufficient to fully repay borrowings under its outstanding debt instruments, either upon maturity or if accelerated upon an event of default, and if Products Corporation was required to repurchase its outstanding 93/4% Senior Secured Notes or repay the Senior Subordinated Term Loan or repay the 2006 Credit Agreements upon a change of control, Products Corporation may be unable to refinance or restructure the payments on such debt. Further, if Products Corporation was unable to repay, refinance or restructure its indebtedness under the 2006 Credit Agreements and/or the 93/4% Senior Secured Notes, the lenders and the noteholders, as applicable, subject to certain conditions and limitations as set forth in the second amended and restated intercreditor agreement, could proceed against the collateral securing that indebtedness.

Limits on Products Corporation’s borrowing capacity under the 2006 Revolving Credit Facility may affect the Company’s ability to finance its operations.

While the 2006 Revolving Credit Facility currently provides for up to $160.0 million of commitments, Products Corporation’s ability to borrow funds under this facility is limited by a borrowing base determined relative to the value, from time to time, of eligible accounts receivable and eligible inventory in the U.S. and the U.K. and eligible real property and equipment in the U.S.

If the value of these eligible assets is not sufficient to support the full $160.0 million borrowing base, Products Corporation will not have full access to the 2006 Revolving Credit Facility, but rather could have access to a lesser amount determined by the borrowing base. As Products Corporation continues to manage its working capital, this could reduce the borrowing base under the 2006 Revolving Credit Facility. Further, if Products Corporation borrows funds under this facility, subsequent changes in the value or eligibility of the assets within the borrowing base could cause Products Corporation to be required to pay down the amounts outstanding so that there is no amount outstanding in excess of the then-existing borrowing base.

Products Corporation’s ability to make borrowings under the 2006 Revolving Credit Facility is also conditioned upon its compliance with other covenants in the 2006 Revolving Credit Agreement, including a fixed charge coverage ratio that applies when the “excess borrowing base” (representing the difference between (1) the borrowing base under the 2006 Revolving Credit Facility and (2) the amounts outstanding under such facility) is less than $20.0 million. Because of these limitations, Products Corporation may not always be able to meet its cash requirements with funds borrowed under the 2006 Revolving Credit Facility, which could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

At January 31, 2010, the 2006 Term Loan Facility was fully drawn, and the Company had a liquidity position of approximately $170.6 million, consisting of cash and cash equivalents (net of any outstanding checks) of approximately $54.5 million, as well as approximately $116.1 million in available borrowings under the 2006 Revolving Credit Facility, based upon the calculated borrowing base less $12.1 million outstanding letters of credit and nil then drawn under the 2006 Revolving Credit Facility at such date.

The 2006 Revolving Credit Facility is syndicated to a group of banks and financial institutions. Each bank is responsible to lend its portion of the $160.0 million commitment if and when Products Corporation seeks to draw under the 2006 Revolving Credit Facility. The lenders may assign their commitments to other banks and financial institutions in certain cases without prior notice to Products Corporation. If a lender is unable to meet its lending commitment, then the other lenders under the 2006 Revolving Credit Facility have the right, but not the obligation, to lend additional funds to make up for the defaulting lender’s commitment, if any. While Products Corporation has never had any of its lenders under the 2006 Revolving Credit Facility fail to fulfill their lending commitment, economic conditions in late 2008 and 2009 and the volatility in the financial markets during this time period have impacted the liquidity and financial condition of certain banks and financial institutions. Based on information available to the Company, the Company has no reason to believe that any of the lenders under Products Corporation’s 2006 Revolving Credit Facility would be unable to fulfill their commitments under the 2006 Revolving Credit Facility as of December 31, 2009. However, if one or more lenders under the 2006 Revolving

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Credit Facility were unable to fulfill their commitment to lend, such inability would impact the Company’s liquidity and, depending upon the amount involved and the Company’s liquidity requirements, could have an adverse affect on the Company’s ability to fund its operations, which could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

A substantial portion of Products Corporation’s indebtedness is subject to floating interest rates.

A substantial portion of Products Corporation’s indebtedness is subject to floating interest rates, which makes the Company more vulnerable in the event of adverse economic conditions, increases in prevailing interest rates or a downturn in the Company’s business. As of December 31, 2009, $665.3 million of Products Corporation’s total indebtedness, or approximately 50% of Products Corporation’s total indebtedness, was subject to floating interest rates.

Under the 2006 Term Loan Facility, loans bear interest, at Products Corporation’s option, at either the Eurodollar Rate plus 4.0% per annum, which is based upon LIBOR, or the Alternate Base Rate (as defined in the 2006 Term Loan Agreement) plus 3.0% per annum, which Alternate Base Rate is based on the greater of Citibank, N.A.’s announced base rate and the U.S. federal funds rate plus 0.5%; provided that pursuant to the 2008 Interest Rate Swap transaction that Products Corporation entered into in April 2008 with Citibank, N.A. acting as the counterparty, the LIBOR portion of the interest rate on $150.0 million of outstanding indebtedness under the 2006 Term Loan Facility was effectively fixed at 2.66% through April 16, 2010 (which, based upon the 4.0% applicable margin, effectively fixed the interest rate on such notional amount at 6.66% for the 2-year term of the 2008 Interest Rate Swap). Under the terms of the 2008 Interest Rate Swap, Products Corporation is required to pay to the counterparty a quarterly fixed interest rate of 2.66% on the $150.0 million notional amount, while receiving variable interest rate payments from the counterparty equal to the three-month U.S. dollar LIBOR. Borrowings under the 2006 Revolving Credit Facility (other than loans in foreign currencies) bear interest at a rate equal to, at Products Corporation’s option, either (i) the Eurodollar Rate plus 2.0% per annum or (ii) the Alternate Base Rate (as defined in the 2006 Revolving Credit Agreement) plus 1.0% per annum. Loans in foreign currencies bear interest in certain limited circumstances, or if mutually acceptable to Products Corporation and the relevant foreign lenders, at the Local Rate, and otherwise at the Eurocurrency Rate (as each such term is defined in the 2006 Revolving Credit Agreement), in each case plus 2.0%.

If any of LIBOR, the base rate, the U.S. federal funds rate or such equivalent local currency rate increases, the Company’s debt service costs will increase to the extent that Products Corporation has elected such rates for its outstanding loans.

Based on the amounts outstanding under the 2006 Credit Agreements and other short-term borrowings (which, in the aggregate, are Products Corporation’s only debt currently subject to floating interest rates) as of December 31, 2009, an increase in LIBOR of 1% would increase the Company’s annual interest expense by approximately $6.8 million after giving effect to the 2008 Interest Rate Swap. If the Company allows the 2008 Interest Rate Swap to expire without a replacement, an increase in LIBOR of 1% would increase the Company’s annual interest expense by approximately $7.8 million, beginning in May 2010. Increased debt service costs would adversely affect the Company’s cash flow. While Products Corporation may enter into other interest hedging contracts, the 2006 Credit Agreements limit the notional amount that may be outstanding on such transactions at any time to $300 million, Products Corporation may not be able to do so on a cost-effective basis, any additional hedging transactions it might enter into may not achieve their intended purpose and shifts in interest rates may have a material adverse effect on the Company’s business, financial condition and/or results of operations.

The Company depends on its Oxford, North Carolina facility for production of a substantial portion of its products. Disruptions to this facility, or at other third party facilities at which the Company’s products are manufactured, could affect the Company’s business, financial condition and/or results of operations.

The Company produces a substantial portion of its products at its Oxford, North Carolina facility. Significant unscheduled downtime at this facility, or at other third party facilities at which the Company’s products are manufactured, whether due to equipment breakdowns, power failures, natural disasters, weather conditions

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hampering delivery schedules or other disruptions, including those caused by transitioning manufacturing from other facilities to the Company’s Oxford, North Carolina facility, or any other cause could adversely affect the Company’s ability to provide products to its customers, which could affect the Company’s sales, business, financial condition and/or results of operations. Additionally, if product sales exceed forecasts or production, the Company could, from time to time, not have an adequate supply of products to meet customer demands, which could cause the Company to lose sales.

The Company’s new product introductions may not be as successful as the Company anticipates, which could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

The Company has a rigorous process for the continuous development and evaluation of new product concepts, led by executives in marketing, sales, product development, operations, law and finance. Each new product launch, including those resulting from this new product development process, carries risks, as well as the possibility of unexpected consequences, including:

•  the acceptance of the new product launches by, and sales of such new products to, the Company’s retail customers may not be as high as the Company anticipates;

•  the Company’s advertising, promotional and marketing strategies for its new products may be less effective than planned and may fail to effectively reach the targeted consumer base or engender the desired consumption;

•  the rate of purchases by the Company’s consumers may not be as high as the Company anticipates;

•  the Company’s wall displays to showcase the new products may fail to achieve their intended effects;

•  the Company may experience out-of-stocks and/or product returns exceeding its expectations as a result of its new product launches or reductions in retail display space or due to retailer inventory management or changes in retailer pricing or promotional strategies;

•  the Company may incur costs exceeding its expectations as a result of the continued development and launch of new products, including, for example, advertising, promotional and marketing expenses, sales return expenses or other costs related to launching new products;

•  the Company may experience a decrease in sales of certain of the Company’s existing products as a result of newly-launched products;

•  the Company’s product pricing strategies for new product launches may not be accepted by its retail customers and/or its consumers, which may result in the Company’s sales being less than it anticipates; and

•  any delays or difficulties impacting the Company’s ability, or the ability of the Company’s suppliers, to timely manufacture, distribute and ship products, displays or display walls in connection with launching new products, such as due to inclement weather conditions or those delays or difficulties discussed under “The Company depends on its Oxford, North Carolina facility for production of a substantial portion of its products. Disruptions to this facility, or at other third party facilities at which the Company’s products are manufactured, could affect the Company’s business, financial condition and/or results of operations” could affect the Company’s ability to ship and deliver products to meet its retail customers’ reset deadlines.

Each of the risks referred to above could delay or impede the Company’s ability to achieve its sales objectives, which could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

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The Company’s ability to service its debt and meet its cash requirements depends on many factors, including achieving anticipated levels of revenue and expenses. If such revenue or expense levels prove to be other than as anticipated, the Company may be unable to meet its cash requirements or Products Corporation may be unable to meet the requirements of the financial covenants under the 2006 Credit Agreements, which could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

The Company currently expects that operating revenues, cash on hand, and funds available for borrowing under the 2006 Revolving Credit Agreement and other permitted lines of credit will be sufficient to enable the Company to cover its operating expenses for 2010, including cash requirements in connection with the payment of expenses in connection with the continued execution of the Company’s business strategy, purchases of permanent wall displays, capital expenditure requirements, payments in connection with the Company’s restructuring programs, severance not otherwise included in the Company’s restructuring programs, debt service payments, debt repurchases and costs and regularly scheduled pension and post-retirement plan contributions and benefit payments.

If the Company’s anticipated level of revenue is not achieved, however, because of, for example, decreased consumer spending in response to weak economic conditions or weakness in the cosmetics category in the mass retail channel; adverse changes in currency exchange rates; decreased sales of the Company’s products as a result of increased competitive activities by the Company’s competitors; changes in consumer purchasing habits, including with respect to shopping channels; retailer inventory management; retailer space reconfigurations or reductions in retailer display space; changes in retailer pricing or promotional strategies; less than anticipated results from the Company’s existing or new products or from its advertising, promotional and/or marketing plans; or if the Company’s expenses, including, without limitation, for pension expense under its benefit plans, advertising, promotions or marketing activities or for sales returns related to any reduction of retail space, product discontinuances or otherwise, exceed the anticipated level of expenses, the Company’s current sources of funds may be insufficient to meet its cash requirements. In addition, such developments, if significant, could reduce the Company’s revenues and could adversely affect Products Corporation’s ability to comply with certain financial covenants under the 2006 Credit Agreements.

If operating revenues, cash on hand and funds available for borrowing are insufficient to cover the Company’s expenses or are insufficient to enable Products Corporation to comply with the financial covenants under the 2006 Credit Agreements, the Company could be required to adopt one or more of the alternatives listed below:

•  delaying the implementation of or revising certain aspects of the Company’s business strategy;

•  reducing or delaying purchases of wall displays or advertising, promotional or marketing expenses;

•  reducing or delaying capital spending;

•  delaying, reducing or revising the Company’s restructuring programs;

•  refinancing Products Corporation’s indebtedness;

•  selling assets or operations;

•  seeking additional capital contributions and/or loans from MacAndrews & Forbes, Revlon, Inc., the Company’s other affiliates and/or third parties;

•  selling additional debt securities of Products Corporation; or

•  reducing other discretionary spending.

If the Company is required to take any of these actions, it could have a material adverse effect on its business, financial condition and/or results of operations. In addition, the Company may be unable to take any of these actions, because of a variety of commercial or market factors or constraints in Products Corporation’s debt instruments, including, for example, market conditions being unfavorable for an equity or debt issuance, additional capital contributions or loans not being available from affiliates and/or third parties, or that the transactions may not

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be permitted under the terms of the various debt instruments then in effect, such as due to restrictions on the incurrence of debt, incurrence of liens, asset dispositions and/or related party transactions.

Such actions, if ever taken, may not enable the Company to satisfy its cash requirements or enable Products Corporation to comply with the financial covenants under the 2006 Credit Agreements if the actions do not result in sufficient savings or generate a sufficient amount of additional capital, as the case may be. See also, “— Restrictions and covenants in Products Corporation’s debt agreements limit its ability to take certain actions and impose consequences in the event of failure to comply” which discusses, among other things, the consequences of noncompliance with Products Corporation’s credit agreement covenants.

Economic conditions and the state of the financial markets could have a material adverse effect on the Company’s business, financial condition and/or results of operations or on the financial condition of its customers and suppliers.

The economic conditions in late 2008 and 2009 and the state of the financial markets in 2009, both in the U.S. and in many other countries where the Company operates, have contributed and may continue to contribute to higher unemployment levels, decreased consumer spending, reduced credit availability and/or declining business and consumer confidence. Such conditions could have an impact on consumer purchases and/or retail customer purchases of the Company’s products, which could result in a reduction of net sales, operating income and/or cash flows. Additionally, disruptions in the credit and other financial markets and economic conditions could, among other things, impair the financial condition of one or more of the Company’s customers or suppliers, thereby increasing the risk of customer bad debts or non-performance by suppliers. These conditions could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

The Company depends on a limited number of customers for a large portion of its net sales and the loss of one or more of these customers could reduce the Company’s net sales and have a material adverse effect on the Company’s business, financial condition and/or results of operations.

For 2009, 2008 and 2007, Wal-Mart, Inc. accounted for approximately 23%, 23% and 24%, respectively, of the Company’s worldwide net sales. The Company expects that for future periods, Wal-Mart and a small number of other customers will, in the aggregate, continue to account for a large portion of the Company’s net sales. These customers have demanded, and may continue to demand, increased service and other accommodations. The Company may be affected by changes in the policies and demands of its retail customers relating to service levels, inventory de-stocking, pricing and promotional strategies or limitations on access to wall display space. As is customary in the consumer products industry, none of the Company’s customers is under an obligation to continue purchasing products from the Company in the future.

The loss of Wal-Mart or one or more of the Company’s other customers that may account for a significant portion of the Company’s net sales, or any significant decrease in sales to these customers, including as a result of retailer consolidation, retailer inventory management, changes in retailer pricing or promotional strategies or any significant decrease in the Company’s retail display space in any of these customers’ stores, could reduce the Company’s net sales and/or operating income and therefore could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

Declines in the financial markets may result in increased pension expense and increased cash contributions to the Company’s pension plans.

Declines in the U.S. and global financial markets in late 2008 resulted in significant declines on pension plan assets for 2008, which has resulted in increased pension expense for 2009 and increased cash contributions to the Company’s pension plans for 2010 and beyond. Future volatility in the financial markets may further affect the Company’s return on pension plan assets for 2010 and in subsequent years. Interest rate levels will affect the discount rate used to value the Company’s year-end pension benefit obligations. One or more of these factors, individually or taken together, could further impact required cash contributions to the Company’s pension plans and pension expense in 2010 and beyond. Any one or more of these conditions could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

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The Company may be unable to increase its sales through the Company’s primary distribution channels, which could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

In the U.S., mass volume retailers and chain drug and food stores currently are the primary distribution channels for the Company’s products. Additionally, other channels, including prestige and department stores, television shopping, door-to-door, specialty stores, the internet, perfumeries and other distribution outlets, combine to account for a significant amount of sales of cosmetics and beauty care products. A decrease in consumer demand in the U.S. mass retail channel for color cosmetics, retailer inventory management, changes in retailer pricing or promotional strategies, a reduction in retailer display space and/or a change in consumers’ purchasing habits, such as by buying more cosmetics and beauty care products in channels in which the Company does not currently compete, could impact the sales of its products through these distribution channels, which could reduce the Company’s net sales and therefore have a material adverse effect on the Company’s business, financial condition and/or results of operations.

Competition in the cosmetics and beauty care products business could materially adversely affect the Company’s net sales and its share of the mass retail channel and could have an adverse effect on the Company’s business, financial condition and/or results of operations.

The cosmetics and beauty care products business is highly competitive. The Company competes primarily on the basis of:

•  developing quality products with innovative performance features, shades, finishes and packaging;

•  educating consumers on the Company’s product benefits;

•  anticipating and responding to changing consumer demands in a timely manner, including the timing of new product introductions and line extensions;

•  offering attractively priced products, relative to the product benefits provided;

•  maintaining favorable brand recognition;

•  generating competitive margins and inventory turns for the Company’s retail customers by providing relevant products and executing effective pricing, incentive and promotion programs;

•  ensuring product availability through effective planning and replenishment collaboration with retailers;

•  providing strong and effective advertising, promotion, marketing and merchandising support;

•  maintaining an effective sales force; and

•  obtaining and retaining sufficient retail display space, optimal in-store positioning and effective presentation of the Company’s products at retail.

An increase in or change in the current level of the amount of competition that the Company faces could have a material adverse effect on its share of the mass retail channel and revenues. The Company experienced significant declines in its share in color cosmetics in the U.S. mass retail channel from approximately 32% in the second quarter of 1998 to approximately 22% in the second quarter of 2002. In 2009, the Company achieved a combined U.S. color cosmetics share in the U.S. mass retail channel of 18.1% (with the Revlon brand registering a U.S. mass retail channel share of 12.7% for both 2009 and 2008, and the Almay brand registering a U.S. mass retail channel share of 5.4% for 2009, compared to 5.9% for 2008). It is possible that declines in the Company’s share of the mass retail channel could also occur in the future.

In addition, the Company competes against a number of multi-national manufacturers, some of which are larger and have substantially greater resources than the Company, and which may therefore have the ability to spend more aggressively on advertising, promotions and marketing and have more flexibility to respond to changing business and economic conditions than the Company. In addition to products sold in the mass retail channel, the Company’s products also compete with similar products sold through other channels, including prestige and

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department stores, television shopping, door-to-door, specialty stores, the internet, perfumeries and other distribution outlets.

Additionally, the Company’s major retail customers periodically assess the allocation of retail display space among competitors and in the course of doing so could elect to reduce the display space allocated to the Company’s products, if, for example, the Company’s marketing strategies for its new and/or existing products are less effective than planned, fail to effectively reach the targeted consumer base or engender the desired consumption; and/or the rate of purchases by the Company’s consumers are not as high as the Company anticipates. Any significant loss of display space could have an adverse effect on the Company’s business, financial condition and/or results of operations.

The Company’s foreign operations are subject to a variety of social, political and economic risks and have been, and are expected to continue to be, affected by foreign currency fluctuations, which could adversely affect the results of the Company’s business, financial condition and/or results of operations and the value of its foreign assets.

As of December 31, 2009, the Company had operations based in 14 foreign countries and its products were sold throughout the world. The Company is exposed to the risk of changes in social, political and economic conditions, including inflation, inherent in operating in foreign countries, including those in Asia, Eastern Europe, Latin America (including Venezuela) and South Africa, which could adversely affect the Company’s business, financial condition and/or results of operations. Such changes include changes in the laws and policies that govern foreign investment in countries where the Company has operations, hyperinflation, currency devaluation, changes in consumer purchasing habits including as to shopping channels, as well as, to a lesser extent, changes in U.S. laws and regulations relating to foreign trade and investment.

The Company’s subsidiary in Venezuela accounted for approximately 4% and 7% of the Company’s consolidated net sales and operating income, respectively, as of December 31, 2009. Effective January 1, 2010 Venezuela has been designated as a highly inflationary economy under U.S. GAAP and on January 8, 2010 the Venezuelan government announced the devaluation of its local currency. As a result of the hyperinflationary designation and devaluation of the local currency in Venezuela, it is expected that the Company’s results of operations in 2010 will be adversely impacted. (See “Financial Condition, Liquidity and Capital Resources — Impact of Foreign Currency Translation — Venezuela” for details regarding the designation of Venezuela as a highly inflationary economy in 2010 and the Venezuelan government’s announcement of the devaluation of its local currency on January 8, 2010).

The Company’s net sales outside of the U.S. for the years ended December 31, 2009, 2008 and 2007 were approximately 42%, 42% and 41% of the Company’s total consolidated net sales, respectively. Fluctuations in foreign currency exchange rates have affected and may continue to affect the Company’s results of operations and the value of its foreign assets in 2009, which in turn may adversely affect the Company’s reported net sales and earnings and the comparability of period-to-period results of operations.

Products Corporation enters into foreign currency forward exchange contracts to hedge certain net cash flows denominated in foreign currencies. The foreign currency forward exchange contracts are entered into primarily for the purpose of hedging anticipated inventory purchases and certain intercompany payments denominated in foreign currencies and generally have maturities of less than one year. At December 31, 2009, the notional amount of Products Corporation’s foreign currency forward exchange contracts was $54.3 million. The foreign currency forward exchange contracts that Products Corporation enters into may not adequately protect against foreign currency fluctuations.

Terrorist attacks, acts of war or military actions may adversely affect the markets in which the Company operates and the Company’s business, financial condition and/or results of operations.

On September 11, 2001, the U.S. was the target of terrorist attacks of unprecedented scope. These attacks contributed to major instability in the U.S. and other financial markets and reduced consumer confidence. These terrorist attacks, as well as terrorist attacks such as those that have occurred in Madrid, Spain and London, England, military responses to terrorist attacks and future developments, or other military actions, such as the military actions

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in Iraq and Afghanistan, may adversely affect prevailing economic conditions, resulting in reduced consumer spending and reduced demand for the Company’s products. These developments subject the Company’s worldwide operations to increased risks and, depending on their magnitude, could reduce net sales and therefore could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

The Company’s products are subject to federal, state and international regulations that could adversely affect the Company’s business, financial condition and/or results of operations.

The Company is subject to regulation by the FTC and the FDA in the U.S., as well as various other federal, state, local and foreign regulatory authorities, including those in the EU, Canada and other countries in which the Company operates. The Company’s Oxford, North Carolina manufacturing facility is registered with the FDA as a drug manufacturing establishment, permitting the manufacture of cosmetics that contain over-the-counter drug ingredients, such as sunscreens and anti-perspirants. Regulations in the U.S., the EU, Canada and other countries in which the Company operates that are designed to protect consumers or the environment have an increasing influence on the Company’s product claims, ingredients and packaging. To the extent regulatory changes occur in the future, they could require the Company to reformulate or discontinue certain of its products or revise its product packaging or labeling, any of which could result in, among other things, increased costs to the Company, delays in product launches, product returns or recalls and lower net sales, and therefore could have a material adverse effect on the Company’s business, financial condition and/or results of operations.

Shares of Revlon, Inc. Class A Common Stock and Products Corporation’s capital stock are pledged to secure various of Revlon, Inc.’s and/or other of the Company’s affiliates’ obligations and foreclosure upon these shares or dispositions of shares could result in the acceleration of debt under the 2006 Credit Agreements and the 93/4% Senior Secured Notes and could have other consequences.

All of Products Corporation’s shares of common stock are pledged to secure Revlon, Inc.’s guarantee under the 2006 Credit Agreements and the 93/4% Senior Secured Notes. MacAndrews & Forbes has advised the Company that it has pledged shares of Revlon, Inc.’s Class A Common Stock to secure certain obligations of MacAndrews & Forbes. Additional shares of Revlon, Inc. and shares of common stock of intermediate holding companies between Revlon, Inc. and MacAndrews & Forbes may from time to time be pledged to secure obligations of MacAndrews & Forbes. A default under any of these obligations that are secured by the pledged shares could cause a foreclosure with respect to such shares of Revlon, Inc.’s Class A Common Stock, Products Corporation’s common stock or stock of intermediate holding companies between Revlon, Inc. and MacAndrews & Forbes.

A foreclosure upon any such shares of common stock or dispositions of shares of Revlon, Inc.’s Class A Common Stock, Products Corporation’s common stock or stock of intermediate holding companies between Revlon, Inc. and MacAndrews & Forbes which are beneficially owned by MacAndrews & Forbes could, in a sufficient amount, constitute a “change of control” under the 2006 Credit Agreements, the Senior Subordinated Term Loan Agreement and the indenture governing the 93/4% Senior Secured Notes. A change of control constitutes an event of default under the 2006 Credit Agreements, which would permit Products Corporation’s lenders to accelerate amounts outstanding under the 2006 Credit Facilities. In addition, holders of the 93/4% Senior Secured Notes may require Products Corporation to repurchase their respective notes under those circumstances. Upon a change of control, Products Corporation would also be required, after fulfilling its repayment obligations under the 93/4% Senior Secured Notes indenture, to repay in full the Senior Subordinated Term Loan, provided that Revlon, Inc. at such time has redeemed or is then concurrently redeeming the Preferred Stock.

Products Corporation may not have sufficient funds at the time of any such change of control to repay in full the borrowings under the 2006 Credit Facilities or to repurchase or redeem the 93/4% Senior Secured Notes and/or to repay the Contributed Loan that Revlon, Inc. expects to use to redeem the Preferred Stock and/or repay the Senior Subordinated Term Loan. (See “The Company’s ability to service its debt and meet its cash requirements depends on many factors, including achieving anticipated levels of revenue and expenses. If such revenue or expense levels prove to be other than as anticipated, the Company may be unable to meet its cash requirements or Products Corporation may be unable to meet the requirements of the financial covenants under the 2006 Credit Agreements, which could have a material adverse effect on the Company’s business, financial condition and/or results of operations”).

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MacAndrews & Forbes has the power to direct and control the Company’s business.

MacAndrews & Forbes is wholly-owned by Ronald O. Perelman. Mr. Perelman, directly and through MacAndrews & Forbes, beneficially owned, at December 31, 2009, approximately 79% of Revlon, Inc.’s outstanding Class A and Class B Common Stock (representing approximately 77% of the combined voting power of Revlon, Inc.’s Class A Common Stock, Class B Common Stock and Preferred Stock). As a result, MacAndrews & Forbes is able to control the election of the entire Board of Directors of Revlon, Inc. and Products Corporation (as it is a wholly owned subsidiary of Revlon, Inc.) and controls the vote on all matters submitted to a vote of Revlon, Inc.’s and Products Corporation’s stockholders, including the approval of mergers, consolidations, sales of some, all or substantially all of the Company’s assets, issuances of capital stock and similar transactions.

Item 1B.   Unresolved Staff Comments

None.

Item 2.   Properties

The following table sets forth, as of December 31, 2009, the Company’s major manufacturing, research and warehouse/distribution facilities, all of which are owned except where otherwise noted.

		Approximate
		Floor Space
Location	Use	Sq. Ft.
Oxford, North Carolina	Manufacturing, warehousing, distribution and office(a)		1,012,000
Mississauga, Canada	Warehousing, distribution and office (leased)		195,000
Caracas, Venezuela	Manufacturing, distribution and office		145,000
Canberra, Australia...	Warehousing, distribution and office (leased)		125,000
Edison, New Jersey	Research and office (leased)		123,000
Rietfontein, South Africa	Warehousing, distribution and office (leased)		120,000
Isando, South Africa..	Manufacturing, warehousing, distribution and office		94,000
Stone, United Kingdom.	Warehousing and distribution (leased)		92,000

(a) Property subject to liens under the 2006 Credit Agreements.

In addition to the facilities described above, the Company owns and leases additional facilities in various areas throughout the world, including the lease for the Company’s executive offices in New York, New York (approximately 76,500 square feet as of December 31, 2009). Management considers the Company’s facilities to be well-maintained and satisfactory for the Company’s operations, and believes that the Company’s facilities and third party contractual supplier arrangements provide sufficient capacity for its current and expected production requirements.

Item 3.   Legal Proceedings

The Company is involved in various routine legal proceedings incident to the ordinary course of its business. The Company believes that the outcome of all pending legal proceedings in the aggregate is unlikely to have a material adverse effect on the Company’s business, financial condition and/or its results of operations.

Item 4.   Submission of Matters to a Vote of Security Holders

Intentionally omitted in accordance with General Instruction I(2)(c) of Form 10-K.

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PART II

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Revlon, Inc. beneficially owns all of the 5,260 outstanding shares of Products Corporation’s common stock, par value $1.00 per share. MacAndrews & Forbes, which is wholly-owned by Ronald O. Perelman, at December 31, 2009 beneficially owned (i) 37,544,640 shares of Revlon, Inc.’s Class A Common Stock, with a par value of $0.01 per share (the “Class A Common Stock”) (24,941,438 shares of which were beneficially owned by MacAndrews & Forbes, 7,718,092 shares of which were owned by a holding company, RCH Holdings One, Inc. (of which each of Mr. Perelman and The Ronald O. Perelman 2008 Trust owns 50% of the shares), 323,500 shares of which were owned directly by Mr. Perelman and 4,561,610 shares of which were beneficially owned by a family member of Mr. Perelman with respect to which shares MacAndrews & Forbes holds a voting proxy), and (ii) all of the outstanding 3,125,000 shares of Revlon, Inc.’s Class B Common Stock, with a par value of $0.01 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”).

Based on the shares referenced in clauses (i) and (ii) above, and including Mr. Perelman’s vested stock options, Mr. Perelman, directly and indirectly, through MacAndrews & Forbes, at December 31, 2009, beneficially owned approximately 77% of Revlon, Inc.’s Class A Common Stock, 100% of Revlon, Inc.’s Class B Common Stock, together representing approximately 79% of the combined Revlon, Inc. Class A and Class B Common Stock (representing approximately 77% of the combined voting power of Revlon, Inc.’s Class A and Class B Common Stock and Preferred Stock), and beneficially owned approximately 67% of the combined Revlon, Inc. Class A and Class B Common Stock and Preferred Stock. The remaining 10,949,318 shares of Class A Common Stock and 9,336,905 shares of Preferred Stock, in each case as outstanding at December 31, 2009, were owned by the public.

There is no established market for Products Corporation’s common stock, as all 5,260 outstanding shares of Products Corporation’s common stock were held by Revlon, Inc. as of December 31, 2009. No cash dividends were declared or paid during 2009 by Products Corporation to Revlon, Inc. or by Revlon, Inc. on its Common Stock. The terms of the 2006 Credit Agreements, the 93/4% Senior Secured Notes indenture and the Senior Subordinated Term Loan Agreement currently restrict Products Corporation’s ability to pay dividends or make distributions to Revlon, Inc., except in limited circumstances.

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Item 6.   Selected Financial Data

The Consolidated Statements of Operations Data for each of the years in the five-year period ended December 31, 2009 and the Balance Sheet Data as of December 31, 2009, 2008, 2007, 2006 and 2005 are derived from the Company’s Consolidated Financial Statements, which have been audited by an independent registered public accounting firm. The Selected Consolidated Financial Data should be read in conjunction with the Company’s Consolidated Financial Statements and the Notes to the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

	Year Ended December 31,
	(In millions, except per share amounts)
	2009(a)		2008(b)			2007(c)			2006(d)			2005(e)
Statement of Operations Data:
Net sales	$	1,295.9	$	1,346.8		$	1,367.1		$	1,298.7		$	1,303.5
Gross profit		821.2		855.9			861.4			771.0			810.5
Selling, general and administrative expenses		619.6		701.6			728.7			789.0			738.7
Restructuring costs and other, net		21.3		(8.4	)		7.3			27.4			1.5
Operating income (loss)		180.3		162.7			125.4			(45.4	)		70.3
Interest expense		93.0		119.7			135.6			147.7			129.5
Amortization of debt issuance costs		5.5		5.6			3.3			7.5			6.9
Loss on early extinguishment of debt, net		5.8		0.7			0.1			23.5			9.0	(f)
Foreign currency losses (gains), net		8.9		0.1			(6.8	)		(1.5	)		0.5
Income (loss) from continuing operations		58.5		21.0			(11.9	)		(245.3	)		(79.4	)
Income from discontinued operations		0.3		44.8			2.9			0.8			1.6
Net income (loss)		58.8		65.8			(9.0	)		(244.5	)		(77.8	)

	Year Ended December 31,
	(In millions)
	2009(a)			2008(b)			2007(c)			2006(d)			2005(e)
Balance Sheet Data:
Total current assets	$	446.3		$	457.4		$	496.4		$	500.1		$	596.7
Total non-current assets		384.2			384.9			413.3			443.9			451.7
Total assets	$	830.5		$	842.3		$	909.7		$	944.0		$	1,048.4
Total current liabilities	$	305.2		$	322.9		$	348.7		$	377.1		$	470.5
Total non-current liabilities		1,519.1			1,602.8			1,622.6			1,784.5			1,669.1
Total liabilities	$	1,824.3		$	1,925.7		$	1,971.3		$	2,161.6		$	2,139.6
Total indebtedness	$	1,248.7		$	1,329.6		$	1,440.6		$	1,506.9		$	1,418.4
Total stockholder’s deficiency		(993.8	)		(1,083.4	)		(1,061.6	)		(1,217.6	)		(1,091.2	)

(a) Results for 2009 include: (1) a $20.8 million charge related to the worldwide organizational restructuring announced in May 2009 (the “May 2009 Program”), which involved consolidating certain functions; reducing layers of management, where appropriate, to increase accountability and effectiveness; streamlining support functions to reflect the new organizational structure; and further consolidating the Company’s office facilities in New Jersey; and (2) a $5.8 million net loss on early extinguishment of debt in 2009 primarily due to a $13.5 million loss resulting from applicable redemption and tender premiums and the net write-off of unamortized debt discounts and deferred financing fees in connection with the refinancing of the 91/2% Senior Notes in November 2009, partially offset by a $7.7 million gain on repurchases of an aggregate principal amount of $49.5 million of the 91/2% Senior Notes prior to their complete refinancing in November 2009 at an aggregate purchase price of $41.0 million, which is net of the write-off of the ratable portion of unamortized debt discounts and deferred financing fees resulting from such repurchases.

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(b)	Results for 2008 include a $5.9 million gain from the sale of a non-core trademark during the first quarter of 2008, and a net $4.3 million gain related to the sale of the Mexico facility (which is comprised of a $7.0 million gain on the sale, partially offset by related restructuring charges of $1.1 million, $1.2 million of SG&A and cost of sales and $0.4 million of taxes). In addition, results for 2008 also include various other restructuring charges of approximately $3.8 million. The results of discontinued operations for 2008 included a one-time gain from the Bozzano Sale Transaction (as hereinafter defined) of $45.2 million.
(c)	Results for 2007 include restructuring charges of approximately $4.4 million and $2.9 million in connection with restructurings announced in 2006 (the “2006 Programs”) and in 2007 (the “2007 Programs”), respectively. The $4.4 million of restructuring charges associated with the 2006 Programs were primarily for employee severance and other employee-related termination costs principally relating to a broad organizational streamlining. The $2.9 million of restructuring charges associated with the 2007 Programs were primarily for employee severance and other employee-related termination costs relating principally to the closure of the Company’s facility in Irvington, New Jersey and other employee-related termination costs relating to personnel reductions in the Company’s information management function and its sales force in Canada.
(d)	Results for 2006 include charges of $9.4 million in connection with the departure of Mr. Jack Stahl, the Company’s former President and Chief Executive Officer, in September 2006 (including $6.2 million for severance and related costs and $3.2 million for the accelerated amortization of Mr. Stahl’s unvested options and unvested restricted stock), $60.4 million in connection with the discontinuance of the Vital Radiance brand and restructuring charges of approximately $27.6 million in connection with the 2006 Programs.
(e)	Results for 2005 include expenses of approximately $44 million in incremental returns and allowances and approximately $7 million in accelerated amortization cost of certain permanent displays related to the launch of Vital Radiance and the re-stage of the Almay brand.
(f)	The loss on early extinguishment of debt for 2005 includes: (i) a $5.0 million prepayment fee related to the prepayment in March 2005 of $100.0 million of indebtedness outstanding under the 2004 term loan facility of the 2004 credit agreement with a portion of the proceeds from the issuance of Products Corporation’s 91/2% Senior Notes (which notes were fully refinanced in November 2009); and (ii) the aggregate $1.5 million loss on the redemption of all of Products Corporation’s 81/8% Senior Notes and 9% Senior Notes in April 2005, as well as the write-off of the portion of deferred financing costs related to such prepaid amount.

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented as follows:

•  Overview;

•  Results of Operations;

•  Financial Condition, Liquidity and Capital Resources;

•  Disclosures about Contractual Obligations and Commercial Commitments;

•  Off-Balance Sheet Transactions (there are none);

•  Discussion of Critical Accounting Policies;

•  Recent Accounting Pronouncements; and

•  Inflation.

The Company is providing this overview in accordance with the SEC’s December 2003 interpretive guidance regarding MD&A.

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Overview

Overview of the Business

Revlon Consumer Products Corporation (“Products Corporation” and together with its subsidiaries, the “Company”) is a wholly-owned operating subsidiary of Revlon, Inc., which is a direct and indirect majority-owned subsidiary of MacAndrews & Forbes Holdings Inc. (“MacAndrews & Forbes Holdings” and together with certain of its affiliates other than the Company, “MacAndrews & Forbes”), a corporation wholly-owned by Ronald O. Perelman.

The Company’s vision is glamour, excitement and innovation through high-quality products at affordable prices. The Company operates in a single segment and manufactures, markets and sells an extensive array of cosmetics, women’s hair color, beauty tools, anti-perspirants/deodorants, fragrances, skincare and beauty care products. The Company is one of the world’s leading cosmetics companies in the mass retail channel. The Company believes that its global brand name recognition, product quality and marketing experience have enabled it to create one of the strongest consumer brand franchises in the world.

For additional information regarding our business, see “Part 1 — Business” of this Annual Report on Form 10-K.

Overview of Net Sales and Earnings Results

Consolidated net sales in 2009 were $1,295.9 million, a decrease of $50.9 million, or 3.8%, compared to $1,346.8 million in 2008. Excluding the unfavorable impact of foreign currency fluctuations of $26.0 million, consolidated net sales decreased by 1.8% in 2009. In the United States, net sales in 2009 were $747.9 million, a decrease of $34.7 million, or 4.4%, compared to $782.6 million in 2008. In the Company’s international operations, net sales in 2009 were $548.0 million, a decrease of $16.2 million, or 2.9%, compared to $564.2 million in 2008.

Consolidated net income in 2009 was $58.8 million, as compared to $65.8 million in 2008. Consolidated net income in 2008 included a $45.2 million one-time gain from the Company’s disposition of the non-core Bozzano business and certain other non-core brands, including Juvena and Aquamarine, which were sold in the Brazilian market (the “Bozzano Sale Transaction”).

Income from continuing operations in 2009 was $58.5 million, compared to $21.0 million in 2008. The improvement in net income from continuing operations in 2009, compared to 2008, was primarily due to:

•  $82.0 million of lower SG&A;

•  $26.7 million of lower interest expense; and

•  a $7.8 million decrease in the provision for income taxes;

with the foregoing partially offset by:

•  $34.7 million of lower gross profit due to $50.9 million of lower consolidated net sales, offset by a $16.2 million improvement in cost of sales;

•  $29.7 million of higher restructuring costs and other, net;

•  $8.8 million of higher foreign currency losses; and

•  $5.1 million of higher aggregate losses on early extinguishment of debt.

Overview of AC Nielsen-measured U.S. Mass Retail Dollar Share

According to ACNielsen, the U.S. mass retail color cosmetics category grew by 1.5% in 2009. U.S. mass retail dollar share results, according to ACNielsen, for Revlon and Almay color cosmetics, for Revlon ColorSilk hair

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color, Mitchum anti-perspirants/deodorants and Revlon beauty tools for the year ended December 31, 2009, as compared to the year-ago period, are summarized in the table below:

	Share % based on Dollar Volume
							Point
	2009			2008			Change
Revlon Color Cosmetics		12.7	%		12.7	%		0.0
Almay		5.4			5.9			(0.5	)
Revlon ColorSilk Hair Color		9.7			8.3			1.4
Mitchum Anti-perspirants/Deodorants		4.6			5.0			(0.4	)
Revlon Beauty Tools		21.0			18.8			2.2

All share and dollar volume data herein for the Company’s brands is based upon U.S. mass-retail dollar volume, which is derived from ACNielsen data (an independent research entity). ACNielsen data is an aggregate of the drug channel, Kmart, Target and Food and Combo stores. ACNielsen’s data does not reflect sales volume from Wal-Mart, Inc., which is the Company’s largest customer, representing approximately 23% of the Company’s full year 2009 worldwide net sales, or sales volume from regional mass volume retailers, as well as prestige stores, department stores, door-to-door, Internet, television shopping, specialty stores, perfumeries or other distribution outlets, all of which are channels for cosmetics sales. Such data represents ACNielsen’s estimates based upon mass retail sample data gathered by ACNielsen and is therefore subject to some degree of variance and may contain slight rounding differences. From time to time, ACNielsen adjusts its methodology for data collection and reporting, which may result in adjustments to the categories and share data tracked by ACNielsen for both current and prior periods.

Overview of Financing Activities

In November 2009, Products Corporation issued and sold $330.0 million in aggregate principal amount of 93/4% Senior Secured Notes due November 15, 2015 in a private placement, which was priced at 98.9% of par.

Products Corporation used the $319.8 million of net proceeds from the 93/4% Senior Secured Notes (net of original issue discount and underwriters fees), together with $42.6 million of other cash and borrowings under the 2006 Revolving Credit Facility, to repay or redeem all of the $340.5 million aggregate principal amount outstanding of Products Corporation’s 91/2% Senior Notes due April 1, 2011, plus an aggregate of $21.9 million for accrued interest, applicable redemption and tender premiums and fees and expenses related to refinancing the 91/2% Senior Notes, as well as the amendments to the 2006 Credit Agreements required to permit such refinancing to be conducted on a secured basis.

In October 2009, Revlon, Inc. consummated its Exchange Offer in which Revlon, Inc. issued to stockholders (other than MacAndrews & Forbes and its affiliates) 9,336,905 shares of Preferred Stock, in exchange for the same number of shares of Class A Common Stock tendered for exchange in the Exchange Offer. Upon consummation of the Exchange Offer, MacAndrews & Forbes contributed to Revlon, Inc. the $48.6 million Contributed Loan and the terms of the Senior Subordinated Term Loan Agreement were amended:

•  to extend the maturity date on the Contributed Loan which remains owing from Products Corporation to Revlon, Inc. from August 2010 to October 8, 2013;

•  to change the annual interest rate on the Contributed Loan from 11% to 12.75%;

•  to extend the maturity date on the $58.4 million Non-Contributed Loan, which remains owing from Products Corporation to MacAndrews & Forbes, from August 2010 to October 8, 2014; and

•  to change the annual interest rate on the Non-Contributed Loan from 11% to 12%.

(See further discussion in “2009 Refinancing Transactions” within “Financial Condition, Liquidity and Capital Resources — 2009 Refinancing Transactions” and in Note 9 “Long-Term Debt”, to the Consolidated Financial Statements).

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Results of Operations

Year ended December 31, 2009 compared with the year ended December 31, 2008

In the tables, all dollar amounts are in millions and numbers in parenthesis ( ) denote unfavorable variances.

Net sales:

Consolidated net sales in 2009 were $1,295.9 million, a decrease of $50.9 million, or 3.8%, compared to $1,346.8 million in 2008. Excluding the unfavorable impact of foreign currency fluctuations of $26.0 million, consolidated net sales decreased by 1.8% in 2009. The decline in consolidated net sales was driven by lower net sales of Revlon and Almay color cosmetics and certain beauty care products, partially offset by higher net sales of Revlon ColorSilk hair color.

	Year Ended December 31,				Change						XFX Change(a)
	2009		2008		$			%			$			%
United States	$	747.9	$	782.6	$	(34.7	)		(4.4	)%	$	(34.7	)		(4.4	)%
Asia Pacific		266.7		265.0		1.7			0.6			5.6			2.1
Europe		172.4		200.8		(28.4	)		(14.1	)		(11.5	)		(5.7	)
Latin America		108.9		98.4		10.5			10.7			15.7			16.0
Total International	$	548.0	$	564.2	$	(16.2	)		(2.9	)%	$	9.8			1.7	%
Total Company	$	1,295.9	$	1,346.8	$	(50.9	)		(3.8	)%	$	(24.9	)		(1.8	)%

(a) XFX excludes the impact of foreign currency fluctuations.

United States

In the United States, net sales in 2009 were $747.9 million, a decrease of $34.7 million, or 4.4%, compared to $782.6 million in 2008, primarily driven by lower net sales of Revlon and Almay color cosmetics and Mitchum anti-perspirant deodorant, partially offset by higher net sales of Revlon ColorSilk hair color.

International

In the Company’s international operations, net sales in 2009 decreased by $16.2 million, or 2.9%, to $548.0 million, compared to $564.2 million in 2008 (while net sales increased 1.7% excluding the unfavorable impact of foreign currency fluctuations of $26.0 million). The growth in net sales, excluding the unfavorable impact of foreign currency fluctuations, was primarily due to higher net sales of Revlon ColorSilk hair color, Mitchum anti-perspirant deodorant and Revlon color cosmetics, partially offset by lower net sales of certain beauty care products and Almay color cosmetics. Excluding the impact of foreign currency fluctuations, higher net sales in the Company’s Latin America and Asia Pacific regions in 2009, compared to 2008, were partially offset by lower net sales in the Company’s Europe region.

In Asia Pacific, which was comprised of Asia Pacific and Africa, net sales in 2009 increased 0.6%, or 2.1% excluding the unfavorable impact of foreign currency fluctuations, to $266.7 million, compared to $265.0 million in 2008. The growth in net sales, excluding the unfavorable impact of foreign currency fluctuations, was due primarily to higher shipments of Revlon color cosmetics in Australia and China, and higher shipments of certain beauty care products in South Africa (which together contributed approximately 3.5 percentage points to the increase in the region’s net sales in 2009, compared with 2008), partially offset by lower shipments of Revlon color cosmetics in Japan (which offset by approximately 1.5 percentage points the region’s net sales in 2009, compared to 2008).

In Europe, which was comprised of Europe, Canada and the Middle East, net sales in 2009 decreased 14.1%, or 5.7% excluding the unfavorable impact of foreign currency fluctuations, to $172.4 million, compared to $200.8 million in 2008. This decline in net sales, excluding the unfavorable impact of foreign currency fluctuations, was due to lower shipments of Revlon and Almay color cosmetics in Canada and higher allowances for Revlon color cosmetics in the U.K., as well as lower shipments of certain beauty care products in France (which together

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contributed approximately 5.8 percentage points to the decrease in the region’s net sales in 2009, compared with 2008), partially offset by higher shipments of Revlon skincare in certain distributor markets (which offset by approximately 1.8 percentage points the decrease in the region’s net sales in 2009, compared to 2008).

In Latin America, which was comprised of Mexico, Central America and South America, net sales in 2009 increased 10.7%, or 16.0% excluding the unfavorable impact of foreign currency fluctuations, to $108.9 million, compared to $98.4 million in 2008. The growth in net sales, excluding the unfavorable impact of foreign currency fluctuations, was driven primarily by the impact of inflation on selling prices in Venezuela, as well as higher shipments of Revlon ColorSilk hair color in Venezuela, Argentina and certain distributor markets (which contributed approximately 19.4 percentage points to the increase in the region’s net sales in 2009, compared to 2008), partially offset by lower shipments of fragrances and beauty care products in Mexico (which offset by approximately 2.0 percentage points the region’s net sales in 2009, compared to 2008). (See “Financial Condition, Liquidity and Capital Resources — Impact of Foreign Currency Translation — Venezuela” for details regarding the designation of Venezuela as a highly inflationary economy effective January 1, 2010 and the Venezuelan government’s announcement of the devaluation of its local currency on January 8, 2010).

Gross profit:

	Year Ended December 31,
	2009			2008			Change
Gross profit	$	821.2		$	855.9		$	(34.7	)
Percentage of net sales		63.4	%		63.5	%		(0.1	)%

The 0.1 percentage point decrease in gross profit as a percentage of net sales for 2009, compared to 2008, was primarily due to:

•  unfavorable foreign currency fluctuations (primarily due to the strengthening of the U.S. dollar against currencies in certain markets in which the Company operates) which resulted in higher cost of goods in most international markets on goods purchased from the Company’s facility in Oxford, North Carolina, which reduced gross profit as a percentage of net sales by 0.6 percentage points;

•  higher pension expenses within cost of goods of $8.1 million, which reduced gross profit as a percentage of net sales by 0.6 percentage points; and

•  higher returns and allowances, which reduced gross profit as a percentage of net sales by 0.3 percentage points;

with the foregoing partially offset by:

•  favorable manufacturing efficiencies and lower material and freight costs, which increased gross profit as a percentage of net sales by 0.8 percentage points;

•  favorable changes in sales mix, which increased gross profit as a percentage of net sales by 0.4 percentage points; and

•  decreased inventory obsolescence charges on lower disposal of discontinued products, which increased gross profit as a percentage of net sales by 0.1 percentage points.

SG&A expenses:

	Year Ended December 31,
	2009		2008		Change
SG&A expenses	$	619.6	$	701.6	$	82.0

The $82.0 million decrease in SG&A expenses for 2009, as compared to 2008, was driven primarily by:

•  $24.8 million of lower advertising expenses as a result of achieving lower advertising rates, while increasing the level of media support;

•  $22.9 million of lower permanent display amortization expenses;

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•  $22.7 million of lower general and administrative expenses primarily due to lower compensation expenses as a result of the May 2009 Program and a decrease in the accrual for incentive compensation; and

•  $13.2 million of favorable impact of foreign currency fluctuations;

with the foregoing partially offset by:

•  $9.3 million of higher pension expenses.

Restructuring costs and other, net:

	Year Ended December 31,
	2009		2008			Change
Restructuring costs and other, net	$	21.3	$	(8.4	)	$	(29.7	)

During 2009, the Company recorded charges of $21.3 million in restructuring costs and other, net, which were comprised of:

•  a $20.8 million charge related to the May 2009 Program, which involved consolidating certain functions; reducing layers of management, where appropriate, to increase accountability and effectiveness; streamlining support functions to reflect the new organizational structure; and further consolidating the Company’s office facilities in New Jersey;

•  $1.3 million of charges related to employee severance and other employee-related termination costs related to restructuring actions in the U.K., Mexico and Argentina announced in the first quarter of 2009; and

•  a $0.8 million charge related to restructuring programs initiated in 2008 (the “2008 Programs”);

with the foregoing partially offset by:

•  income of $1.6 million related to the sale of a facility in Argentina in the first quarter of 2009.

The $20.8 million of charges related to the May 2009 Program have been or will be paid out as follows: $11.0 million paid in 2009, $7.1 million expected to be paid in 2010 and the balance of $2.7 million expected to be paid thereafter. In addition, the May 2009 Program delivered savings of approximately $15 million in 2009 and the Company expects annualized savings of approximately $30 million in 2010 and thereafter (inclusive of the approximately $15 million in 2009).

During 2008, the Company recorded income of $8.4 million included in restructuring costs and other, net, primarily due to a gain of $7.0 million related to the sale of its facility in Mexico and a net gain of $5.9 million related to the sale of a non-core trademark. In addition, during 2008 a $0.4 million favorable adjustment was recorded to restructuring costs associated with restructuring programs initiated in 2006 (the “2006 Programs”), primarily due to the charges for severance and other employee-related termination costs being slightly lower than originally estimated. These were partially offset by a restructuring charge of $4.9 million for the 2008 Programs, of which $0.8 million related to a restructuring in Canada, $1.1 million related to the Company’s decision to close and sell its facility in Mexico, $2.9 million related to the Company’s realignment of certain functions within customer business development, information management and administrative services in the U.S. and $0.1 million related to other various restructurings.

In addition to the $3.0 million of remaining net charges related to the 2008 Programs as of December 31, 2008, the Company incurred an additional $0.8 million in expenses related to the 2008 Programs during 2009 for a total of $3.8 million. $3.5 million of such $3.8 million of remaining charges were paid out in 2009 and the remaining $0.3 million is expected to be paid out in 2010.

(See Note 3, “Restructuring Costs and Other, Net”, to the Consolidated Financial Statements).

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Interest Expense:

	Year Ended December 31,
	2009		2008		Change
Interest expense	$	93.0	$	119.7	$	26.7

The decrease in interest expense was due to lower debt levels and lower weighted average borrowing rates during 2009, compared to 2008. (See Note 9, “Long-Term Debt”, to the Consolidated Financial Statements).

Loss on Extinguishment of Debt, net:

	Year Ended December 31,
	2009		2008		Change
Loss on extinguishment of debt, net	$	5.8	$	0.7	$	(5.1	)

In 2009, the Company recognized a loss on the early extinguishment of debt of $13.5 million resulting from the applicable redemption and tender premiums and the net write-off of unamortized debt discounts and deferred financing fees in connection with the refinancing of the 91/2% Senior Notes, which was partially offset by a $7.7 million gain on the repurchases of an aggregate principal amount of $49.5 million of the 91/2% Senior Notes prior to their complete refinancing in November 2009 at an aggregate purchase price of $41.0 million, which is net of the write-off of the ratable portion of unamortized debt discounts and deferred financing fees resulting from such repurchases. (See Note 9, “Long-Term Debt”, to the Consolidated Financial Statements).

Foreign currency losses:

	Year Ended December 31,
	2009		2008		Change
Foreign currency losses	$	8.9	$	0.1	$	(8.8	)

The increase in foreign currency losses for 2009, as compared to 2008, was primarily driven by higher foreign currency losses related to the Company’s outstanding FX Contracts (as hereinafter defined) and the revaluation of certain U.S. dollar-denominated intercompany payables from the Company’s foreign subsidiaries during 2009. In addition, during 2009 the Company recognized an exchange loss of $2.8 million related to the Company’s operations in Venezuela. Due to currency restrictions in Venezuela, the Company’s Venezuelan entity exchanged local currency for U.S. dollars through a parallel market exchange transaction in order to pay for certain U.S. dollar-denominated liabilities, which resulted in the $2.8 million exchange loss.

Provision for income taxes:

	Year Ended December 31,
	2009		2008		Change
Provision for income taxes	$	8.1	$	15.9	$	7.8

The decrease in the tax provision in 2009, as compared to 2008, was primarily attributable to the favorable resolution of tax contingencies and matters in the U.S. and certain foreign jurisdictions during 2009, as well as lower pre-tax income for taxable subsidiaries in certain foreign jurisdictions.

Year ended December 31, 2008 compared with the year ended December 31, 2007

In the tables, all dollar amounts in millions and numbers in parenthesis ( ) denote unfavorable variances.

Net sales:

Consolidated net sales in 2008 were $1,346.8 million, a decrease of $20.3 million, or 1.5%, compared to $1,367.1 million in 2007. Foreign currency fluctuations negatively impacted net sales by $8.4 million, or 0.9% excluding the impact of foreign currency fluctuations. Excluding foreign currency fluctuations, net sales of Revlon color cosmetics increased 9% driven by increased new product introductions (with higher shipments and lower product returns, partially offset by higher promotional allowances). Increased net sales of Revlon brand color

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cosmetics were offset by declines in net sales of Almay color cosmetics (with higher shipments of Almay color cosmetics offset by higher product returns and higher promotional allowances for Almay color cosmetics), and lower net sales of certain fragrance and beauty care brands.

	Year Ended December 31,				Change						XFX Change(a)
	2008		2007		$			%			$			%
United States	$	782.6	$	804.2	$	(21.6	)		(2.7	)%	$	(21.6	)		(2.7	)%
Asia Pacific		265.0		255.6		9.4			3.7			17.2			6.7
Europe		200.8		211.1		(10.3	)		(4.9	)		(9.9	)		(4.7	)
Latin America		98.4		96.2		2.2			2.3			2.3			2.4
Total International	$	564.2	$	562.9	$	1.3			0.2	%	$	9.6			1.7	%
Total Company	$	1,346.8	$	1,367.1	$	(20.3	)		(1.5	)%	$	(12.0	)		(0.9	)%

(a) XFX excludes the impact of foreign currency fluctuations.

United States

In the United States, net sales in 2008 were $782.6 million, a decrease of $21.6 million, or 2.7%, compared to $804.2 million in 2007. Higher net sales of Revlon color cosmetics were offset by lower net sales of Almay color cosmetics, fragrance and beauty care products. In the fragrance and beauty care categories, higher net sales of Revlon ColorSilk hair color and Revlon beauty tools in 2008 were offset by lower net sales of Revlon Colorist hair color, Revlon Flair fragrance and Mitchum Smart Solid anti-perspirant deodorant, which were launched in 2007.

International

In the Company’s international operations, net sales in 2008 were $564.2 million, an increase of $1.3 million, or 0.2%, compared to $562.9 million in 2007. Excluding the unfavorable impact of foreign currency fluctuations of $8.4 million, net sales in 2008 increased by 1.7% as a result of higher net sales of Revlon and Almay color cosmetics, Revlon beauty tools and Mitchum anti-perspirant deodorant, partially offset by lower net sales of fragrance and hair care products, compared to 2007. Higher net sales in the Company’s Asia Pacific and Latin America regions in 2008, compared to 2007, were partially offset by lower net sales in the Europe region.

In Asia Pacific, which is comprised of Asia Pacific and Africa, net sales increased 3.7%, or 6.7% excluding the impact of foreign currency fluctuations, to $265.0 million compared to $255.6 million in 2007. This growth in net sales was due primarily to higher shipments of Revlon color cosmetics throughout the region and higher shipments of beauty care products and fragrances in South Africa (which together contributed approximately 5.3 percentage points to the increase in the region’s net sales for 2008, as compared with 2007).

In Europe, which is comprised of Europe, Canada and the Middle East, net sales decreased 4.9%, or 4.7% excluding the impact of foreign currency fluctuations, to $200.8 million compared to $211.1 million in 2007. Lower shipments of fragrances and color cosmetics in the U.K., Italy and certain distributor markets (which together contributed approximately 6.3 percentage points to the decrease in the region’s net sales in 2008, as compared with 2007) were partially offset by higher shipments of Revlon and Almay color cosmetics in Canada (which offset by approximately 2.1 percentage points the decrease in the region’s net sales in 2008, as compared with 2007).

In Latin America, which is comprised of Mexico, Central America and South America, net sales increased 2.3%, or 2.4% excluding the impact of foreign currency fluctuations, to $98.4 million compared to $96.2 million in 2007. The increase in net sales was primarily driven by higher net sales in Venezuela and Argentina (which together contributed approximately 10.7 percentage points to the increase in the region’s net sales in 2008, as compared with 2007), partially offset by lower shipments of beauty care products in Mexico and lower shipments of fragrances and color cosmetics in certain distributor markets (which offset by approximately 7.1 percentage points the Latin America region’s increase in net sales in 2008, as compared with 2007).

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Gross profit:

	Year Ended December 31,
	2008			2007			Change
Gross profit	$	855.9		$	861.4		$	(5.5	)
Percentage of net sales		63.5	%		63.0	%		0.5	%

The 0.5 percentage point increase in gross profit as a percentage of net sales for 2008, compared to 2007, was primarily due to:

•  favorable changes in sales mix, which increased gross profit as a percentage of net sales by 0.4 percentage points; and

•  favorable manufacturing efficiencies, which increased gross profit as a percentage of net sales by 0.3 percentage points.

SG&A expenses:

	Year Ended December 31,
	2008		2007		Change
SG&A expenses	$	701.6	$	728.7	$	27.1

The decrease in SG&A expenses for 2008, as compared to 2007, was driven primarily by:

•  $39.1 million of lower advertising costs in the 2008 period since the 2007 period included advertising costs associated with the launches of Revlon Colorist hair color, Revlon Flair fragrance and Mitchum Smart Solid anti-perspirant deodorant, partially offset by $11.5 million of higher advertising costs in 2008 in support of Revlon and Almay color cosmetics; and

•  $9.5 million of lower permanent display amortization expenses;

with the foregoing partially offset by:

•  a $4.4 million benefit in 2007 related to the reversal of a deferred rental liability upon exiting a portion of the Company’s New York City headquarters leased space in 2007.

Restructuring costs and other, net:

	Year Ended December 31,
	2008			2007		Change
Restructuring costs and other, net	$	(8.4	)	$	7.3	$	15.7

During 2008, the Company recorded income of $8.4 million included in restructuring costs and other, net, primarily due to a gain of $7.0 million related to the sale of its facility in Mexico and a net gain of $5.9 million related to the sale of a non-core trademark. In addition, a $0.4 million favorable adjustment was recorded to restructuring costs associated with the 2006 Programs, primarily due to the charges for severance and other employee-related termination costs being slightly lower than originally estimated. These were partially offset by a restructuring charge of $4.9 million for the 2008 Programs, of which $0.8 million related to a restructuring in Canada, $1.1 million related to the Company’s decision to close and sell its facility in Mexico, $2.9 million related to the Company’s realignment of certain functions within customer business development, information management and administrative services in the U.S. and $0.1 million related to various other restructurings. Of the net $4.9 million of charges related to the 2008 Programs in 2008, $4.7 million were cash charges, of which $1.7 million was paid out in 2008.

During 2007, the Company implemented the 2007 Programs, which consisted of the closure of the Company’s Irvington facility and personnel reductions within the Company’s Information Management (IM) function and the sales force in Canada, which actions were designed, for the IM function resources, to better align the Company’s information management plan, and in Canada, to improve the allocation of resources. Both actions resulted in reduced costs and an improvement in the Company’s operating profit margins. In connection with the 2007

31

Programs, the Company incurred a total of approximately $2.9 million of restructuring charges and other costs to implement these programs, consisting of approximately $2.5 million of charges related to employee severance and other employee-related termination costs for the 2007 Programs and approximately $0.4 million of various other charges related to the closure of the Irvington facility. The Company recorded all $2.9 million of the restructuring charges for the 2007 Programs in 2007, all of which were cash charges. Of such charges, $2.3 million was paid out in 2007, $0.5 million was paid out in 2008 and approximately $0.1 million was paid out during 2009. In addition, in 2007, the Company recorded $4.4 million in restructuring expenses associated with the 2006 Programs for vacating leased space, employee severance and other employee-related termination costs. (See Note 3, “Restructuring Costs and Other, Net”, to the Consolidated Financial Statements).

Interest Expense:

	Year Ended December 31,
	2008		2007		Change
Interest expense	$	119.7	$	135.6	$	15.9

The decrease in interest expense during 2008, as compared to 2007, was due to lower weighted average borrowing rates and lower average debt levels. (See Note 9, “Long-Term Debt”, to the Consolidated Financial Statements).

Foreign currency losses (gains):

	Year Ended December 31,
	2008		2007			Change
Foreign currency losses (gains)	$	0.1	$	(6.8	)	$	(6.9	)

The increase in foreign currency losses for 2008, as compared to 2007, was primarily driven by higher foreign currency losses related to the revaluation of certain U.S. dollar-denominated intercompany payables from the Company’s foreign subsidiaries, partially offset by foreign currency gains related to the Company’s outstanding FX Contracts during 2008.

Provision for income taxes:

	Year Ended December 31,
	2008		2007		Change
Provision for income taxes	$	15.9	$	7.4	$	(8.5	)

The increase in the tax provision for 2008, as compared to 2007, was attributable to favorable tax adjustments in 2007, which did not reoccur in 2008, as well as higher taxable income in certain jurisdictions outside the U.S. in 2008 versus 2007. The 2007 tax provision benefited from a $5.9 million reduction in tax liabilities due to the resolution of various international tax matters as a result of regulatory developments and the reduction of a valuation allowance by $4.2 million.

Financial Condition, Liquidity and Capital Resources

At January 31, 2010, the 2006 Term Loan Facility, with $815 million principal amount outstanding, was fully drawn. The Company had a liquidity position at such date of approximately $170.6 million, consisting of cash and cash equivalents (net of any outstanding checks) of approximately $54.5 million, as well as approximately $116.1 million in available borrowings under the 2006 Revolving Credit Facility, based upon the calculated borrowing base less $12.1 million outstanding letters of credit and nil then drawn under the 2006 Revolving Credit Facility at such date.

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Cash Flows

At December 31, 2009, the Company had cash and cash equivalents of $54.5 million, compared with $52.8 million at December 31, 2008. The following table summarizes the Company’s cash flows from operating, investing and financing activities for 2009, 2008 and 2007, respectively (all amounts are in millions):

	Year Ended December 31,
	2009			2008			2007
Net cash provided by operating activities	$	103.3		$	33.1		$	0.3
Net cash (used in) provided by investing activities		(12.7	)		100.5			(17.4	)
Net cash (used in) provided by financing activities		(91.4	)		(111.9	)		29.1

Net cash provided by operating activities was $103.3 million, $33.1 million and $0.3 million for 2009, 2008 and 2007, respectively. This improvement in cash provided by operating activities in 2009, compared to 2008, was primarily driven by lower interest payments, improved operating income, working capital efficiency and lower permanent display purchases. The improvement in 2008 compared to 2007 was primarily due to net income of $65.8 million in 2008, as compared to a net loss in 2007 of $9.0 million, and the positive cash impact of changes in working capital.

Net cash (used in) provided by investing activities was $(12.7) million, $100.5 million and $(17.4) million for 2009, 2008 and 2007, respectively. Net cash used in investing activities in 2009 was driven by $15.2 million of capital expenditures, partially offset by $2.5 million from the net proceeds from the sale of certain assets. Net cash provided by investing activities in 2008 included $107.6 million in gross proceeds from the Bozzano Sale Transaction (see Note 2, “Discontinued Operations”, to the Consolidated Financial Statements) and $13.6 million in proceeds from the sale of a non-core trademark and certain other assets (which included net proceeds from the sale of the Mexico facility), partially offset by $20.7 million of capital expenditures. Net cash used in investing activities in 2007 was driven by $19.8 million of capital expenditures, partially offset by $2.4 million from the net proceeds from the sale of certain assets.

Net cash (used in) provided by financing activities was $(91.4) million, $(111.9) million and $29.1 million for 2009, 2008 and 2007, respectively. Net cash used in financing activities for 2009 includes a net debt reduction of $74.0 million, primarily comprised of:

•  the repayment or redemption of all of the $340.5 million aggregate principal amount outstanding of Products Corporation’s 91/2% Senior Notes in connection with Products Corporation’s complete refinancing of the 91/2% Senior Notes in November 2009;

•  the repurchases of $49.5 million in aggregate principal amount of Products Corporation’s 91/2% Senior Notes prior to their complete refinancing in November 2009 at an aggregate purchase price of $41.0 million; and

•  the repayment of $18.7 million in principal amount of Products Corporation’s 2006 Term Loan Facility;

with the foregoing partially offset by:

•  Products Corporation’s issuance of the $330.0 million aggregate principal amount of the 93/4% Senior Secured Notes, or $326.4 million net of discounts.

Net cash used in financing activities for 2009 also includes payment of financing costs of $23.4 million of the $24.9 million of fees incurred in connection with the refinancing of the 91/2% Senior Notes.

Net cash used in financing activities for 2008 included the full repayment on February 1, 2008 of the $167.4 million remaining aggregate principal amount of Products Corporation’s 85/8% Senior Subordinated Notes, which matured on February 1, 2008, and $43.5 million of repayments under the 2006 Revolving Credit Facility, offset by proceeds of $170.0 million from the Senior Subordinated Term Loan Agreement, which Products Corporation used to repay in full such 85/8% Senior Subordinated Notes on their February 1, 2008 maturity date, and to pay $2.55 million of related fees and expenses. In addition, in September 2008, the Company used $63.0 million of the net proceeds from the Bozzano Sale Transaction to repay $63.0 million in aggregate principal amount of the Senior Subordinated Term Loan.

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Net cash provided by financing activities for 2007 included net proceeds of $98.9 million from Revlon, Inc.’s issuance of Class A Common Stock as a result of the closing of the $100 Million Rights Offering in January 2007. Such proceeds were promptly transferred to Products Corporation, which it used in February 2007 to redeem $50.0 million aggregate principal amount of its 85/8% Senior Subordinated Notes at an aggregate redemption price of $50.3 million, including $0.3 million of accrued and unpaid interest, with the balance used to repay approximately $43.3 million of indebtedness outstanding under Products Corporation’s 2006 Revolving Credit Facility, without any permanent reduction of that commitment, after incurring fees and expenses of approximately $1.1 million in connection with the $100 Million Rights Offering, with approximately $5 million of the remaining proceeds then being available for general corporate purposes.

2006 Credit Agreements

In December 2006, Products Corporation entered into a 5-year, $840.0 million term loan facility (the “2006 Term Loan Facility”) pursuant to the term loan agreement, dated as of December 20, 2006, among Products Corporation, as borrower, the lenders party thereto, Citicorp USA, Inc., as administrative agent and collateral agent, Citigroup Global Markets Inc., as sole lead arranger and sole bookrunner, and JPMorgan Chase Bank, N.A., as syndication agent (with the agreement governing the 2006 Term Loan Facility being the “2006 Term Loan Agreement”).

In December 2006, Products Corporation also entered into a $160.0 million 2006 revolving credit agreement (the “2006 Revolving Credit Agreement”, and together with the 2006 Term Loan Agreement, the “2006 Credit Agreements”) that amended and restated the 2004 credit agreement (with such revolving credit facility being the “2006 Revolving Credit Facility” and, together with the 2006 Term Loan Facility, the “2006 Credit Facilities”). The 2006 Credit Facilities mature on January 15, 2012.

Availability under the 2006 Revolving Credit Facility varies based on a borrowing base that is determined by the value of eligible accounts receivable and eligible inventory in the U.S. and the U.K. and eligible real property and equipment in the U.S. from time to time.

In each case subject to borrowing base availability, the 2006 Revolving Credit Facility is available to:

(i)	Products Corporation in revolving credit loans denominated in U.S. dollars;
(ii)	Products Corporation in swing line loans denominated in U.S. dollars up to $30.0 million;
(iii)	Products Corporation in standby and commercial letters of credit denominated in U.S. dollars and other currencies up to $60.0 million; and
(iv)	Products Corporation and certain of its international subsidiaries designated from time to time in revolving credit loans and bankers’ acceptances denominated in U.S. dollars and other currencies.

If the value of the eligible assets is not sufficient to support a $160.0 million borrowing base under the 2006 Revolving Credit Facility, Products Corporation will not have full access to the 2006 Revolving Credit Facility. Products Corporation’s ability to make borrowings under the 2006 Revolving Credit Facility is also conditioned upon the satisfaction of certain conditions precedent and Products Corporation’s compliance with other covenants in the 2006 Revolving Credit Facility, including a fixed charge coverage ratio that applies if and when the excess borrowing base (representing the difference between (1) the borrowing base under the 2006 Revolving Credit Facility and (2) the amounts outstanding under such facility) is less than $20.0 million. During 2008 and 2009 the fixed charge coverage ratio was not applicable, as the excess borrowing base was not less than $20.0 million during such periods.

Borrowings under the 2006 Revolving Credit Facility (other than loans in foreign currencies) bear interest at a rate equal to, at Products Corporation’s option, either (i) the Eurodollar Rate plus 2.00% per annum or (ii) the Alternate Base Rate plus 1.00% per annum. Loans in foreign currencies bear interest in certain limited circumstances, or if mutually acceptable to Products Corporation and the relevant foreign lenders, at the Local Rate, and otherwise at the Eurocurrency Rate, in each case plus 2.00%. At December 31, 2009, there were no borrowings under the 2006 Revolving Credit Facility.

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Under the 2006 Term Loan Facility, Eurodollar Loans bear interest at the Eurodollar Rate plus 4.00% per annum and Alternate Base Rate loans bear interest at the Alternate Base Rate plus 3.00% per annum. At December 31, 2009, the effective weighted average interest rate for borrowings under the 2006 Term Loan Facility was 4.26%. (See “Financial Condition, Liquidity and Capital Resources — Interest Rate Swap Transactions”).

Prior to the termination date of the 2006 Term Loan Facility, on April 15, July 15, October 15 and January 15 of each year (which commenced April 15, 2008), Products Corporation is required to repay $2.1 million of the principal amount of the term loans outstanding under the 2006 Term Loan Facility on each respective date. In January 2009, Products Corporation made a required quarterly amortization payment of $2.1 million under the 2006 Term Loan Facility and in February 2009, Products Corporation repaid $16.6 million in principal amount under the 2006 Term Loan Facility, pursuant to the requirement under the 2006 Term Loan Agreement to repay term loan indebtedness with 50% of its 2008 “excess cash flow” (as defined under such agreement), which repayment satisfied Products Corporation’s required quarterly term loan amortization payments of $2.1 million per quarter that would otherwise have been due on April 15, 2009, July 15, 2009, October 15, 2009, January 15, 2010, April 15, 2010, July 15, 2010, October 15, 2010 and $1.9 million of the amortization payment otherwise due on January 15, 2011. Prior to April 9, 2010, Products Corporation will be required to repay approximately $13.6 million of term loan indebtedness, representing 50% of its 2009 “excess cash flow” (as defined under the 2006 Term Loan Agreement), which repayment would satisfy Products Corporation’s required term loan amortization payment of $0.2 million due on January 15, 2011, and quarterly amortization payments of $2.1 million that otherwise would have been due on April 15, 2011, July 15, 2011 and October 15, 2011 and $7.1 million of the amount remaining due under the 2006 Term Loan Facility upon maturity. In addition, the term loans under the 2006 Term Loan Facility are required to be prepaid with:

(i)

the net proceeds in excess of $10.0 million for each twelve-month period ending on July 9 received during such period from sales of the capital stock of Products Corporation and its subsidiaries and intellectual property and certain other intangible property (the “Term Loan First Lien Collateral”) by Products Corporation or any of its subsidiary guarantors (subject to carryover of unused annual basket amounts up to a maximum of $25.0 million and subject to certain specified dispositions up to an additional $25.0 million in the aggregate); and

(ii)

the net proceeds from the issuance by Products Corporation or any of its subsidiaries of certain additional debt.

The 2006 Credit Facilities are supported by, among other things, guarantees from Revlon, Inc. and, subject to certain limited exceptions, Products Corporation’s domestic subsidiaries. The obligations of Products Corporation under the 2006 Credit Facilities and the obligations under such guarantees are secured by, subject to certain limited exceptions, substantially all of the assets of Products Corporation and the guarantors. (See Note 9, “Long-Term Debt”, to the Consolidated Financial Statements).

Each of the 2006 Credit Facilities contains various restrictive covenants prohibiting Products Corporation and its subsidiaries from:

(i)	incurring additional indebtedness or guarantees, with certain exceptions;
(ii)	making dividend and other payments or loans to Revlon, Inc. or other affiliates, with certain exceptions, including among others:

(a)

exceptions permitting Products Corporation to pay dividends or make other payments to Revlon, Inc. to enable it to, among other things, pay expenses incidental to being a public holding company, including, among other things, professional fees such as legal, accounting and insurance fees, regulatory fees, such as SEC filing fees and NYSE listing fees and other expenses related to being a public holding company;

(b)

subject to certain circumstances, to finance the purchase by Revlon, Inc. of its Class A Common Stock in connection with the delivery of such Class A Common Stock to grantees under the Stock

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Plan (as hereinafter defined) and/or the payment of withholding taxes in connection with the vesting of restricted stock awards under such plan; and

(c)  subject to certain limitations, to pay dividends or make other payments to finance the purchase, redemption or other retirement for value by Revlon, Inc. of stock or other equity interests or equivalents in Revlon, Inc. held by any current or former director, employee or consultant in his or her capacity as such;

(iii)	creating liens or other encumbrances on Products Corporation’s or its subsidiaries’ assets or revenues, granting negative pledges or selling or transferring any of Products Corporation’s or its subsidiaries’ assets, all subject to certain limited exceptions;
(iv)	with certain exceptions, engaging in merger or acquisition transactions;
(v)	prepaying indebtedness and modifying the terms of certain indebtedness and specified material contractual obligations, subject to certain exceptions;
(vi)	making investments, subject to certain exceptions; and
(vii)	entering into transactions with affiliates of Products Corporation other than upon terms no less favorable to Products Corporation or its subsidiaries than it would obtain in an arms’ length transaction.

In November 2009, the 2006 Credit Agreements were amended to permit Products Corporation to refinance its 91/2% Senior Notes on a secured basis, which refinancing Products Corporation completed in November 2009 by the issuance of the 93/4% Senior Secured Notes.

In addition to the foregoing, the 2006 Term Loan Facility contains a financial covenant limiting Products Corporation’s senior secured leverage ratio (the ratio of Products Corporation’s Senior Secured Debt (excluding debt outstanding under the 2006 Revolving Credit Facility) to EBITDA, as each such term is defined in the 2006 Term Loan Facility) to 5.0 to 1.0 for each period of four consecutive fiscal quarters ending during the period from December 31, 2008 to the January 2012 maturity date of the 2006 Term Loan Facility.

Under certain circumstances if and when the difference between (i) the borrowing base under the 2006 Revolving Credit Facility and (ii) the amounts outstanding under the 2006 Revolving Credit Facility is less than $20.0 million for a period of 30 consecutive days or more, the 2006 Revolving Credit Facility requires Products Corporation to maintain a consolidated fixed charge coverage ratio (the ratio of EBITDA minus Capital Expenditures to Cash Interest Expense for such period, as each such term is defined in the 2006 Revolving Credit Facility) of 1.0 to 1.0.

The events of default under each 2006 Credit Facility include customary events of default for such types of agreements, including, among others:

(i)	nonpayment of any principal, interest or other fees when due, subject in the case of interest and fees to a grace period;
(ii)	non-compliance with the covenants in such 2006 Credit Facility or the ancillary security documents, subject in certain instances to grace periods;
(iii)	the institution of any bankruptcy, insolvency or similar proceedings by or against Products Corporation, any of Products Corporation’s subsidiaries or Revlon, Inc., subject in certain instances to grace periods;
(iv)	default by Revlon, Inc. or any of its subsidiaries (A) in the payment of certain indebtedness when due (whether at maturity or by acceleration) in excess of $5.0 million in aggregate principal amount or (B) in the observance or performance of any other agreement or condition relating to such debt, provided that the amount of debt involved is in excess of $5.0 million in aggregate principal amount, or the occurrence of any other event, the effect of which default referred to in this subclause (iv) is to cause or permit the holders of such debt to cause the acceleration of payment of such debt;
(v)	in the case of the 2006 Term Loan Facility, a cross default under the 2006 Revolving Credit Facility, and in the case of the 2006 Revolving Credit Facility, a cross default under the 2006 Term Loan Facility;

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(vi)	the failure by Products Corporation, certain of Products Corporation’s subsidiaries or Revlon, Inc. to pay certain material judgments;
(vii)	a change of control such that (A) Revlon, Inc. shall cease to be the beneficial and record owner of 100% of Products Corporation’s capital stock, (B) Ronald O. Perelman (or his estate, heirs, executors, administrator or other personal representative) and his or their controlled affiliates shall cease to “control” Products Corporation, and any other person or group of persons owns, directly or indirectly, more than 35% of the total voting power of Products Corporation, (C) any person or group of persons other than Ronald O. Perelman (or his estate, heirs, executors, administrator or other personal representative) and his or their controlled affiliates shall “control” Products Corporation or (D) during any period of two consecutive years, the directors serving on Products Corporation’s Board of Directors at the beginning of such period (or other directors nominated by at least 662/3% of such continuing directors) shall cease to be a majority of the directors;
(viii)	the failure by Revlon, Inc. to contribute to Products Corporation all of the net proceeds it receives from any sale of its equity securities or Products Corporation’s capital stock, subject to certain limited exceptions;
(ix)	the conduct by Revlon, Inc. of any meaningful business activities other than those that are customary for a publicly traded holding company which is not itself an operating company, including the ownership of meaningful assets (other than Products Corporation’s capital stock) or the incurrence of debt, in each case subject to limited exceptions; and
(x)	the failure of certain of Products Corporation’s affiliates which hold Products Corporation’s or its subsidiaries’ indebtedness to be party to a valid and enforceable agreement prohibiting such affiliate from demanding or retaining payments in respect of such indebtedness.

If Products Corporation is in default under the senior secured leverage ratio under the 2006 Term Loan Facility or the consolidated fixed charge coverage ratio under the 2006 Revolving Credit Facility, Products Corporation may cure such default by issuing certain equity securities to, or receiving capital contributions from, Revlon, Inc. and applying such cash which is deemed to increase EBITDA for the purpose of calculating the applicable ratio. This cure right may be exercised by Products Corporation two times in any four quarter period. Products Corporation was in compliance with all applicable covenants under the 2006 Credit Agreements as of December 31, 2009.

2009 Refinancing of the 91/2% Senior Notes

In November 2009, Products Corporation issued and sold $330.0 million in aggregate principal amount of 93/4% Senior Secured Notes due November 15, 2015 (the “93/4% Senior Secured Notes”) in a private placement, which was priced at 98.9% of par, receiving net proceeds (net of the original issue discount and underwriters fees) of $319.8 million. Including the amortization of the original issue discount, the effective interest rate on the 93/4% Senior Secured Notes is 10%. In connection with and prior to the issuance of the 93/4% Senior Secured Notes, Products Corporation entered into amendments to the 2006 Credit Agreements to permit the issuance of the 93/4% Senior Secured Notes on a secured basis and incurred $4.7 million of related fees and expenses. The Company capitalized $4.5 million of such fees and expenses which will be amortized over the remaining life of the 2006 Credit Agreements. In addition, the Company incurred $10.5 million of fees and expenses related to the issuance of the 93/4% Senior Secured Notes, all of which the Company capitalized and which will be amortized over the remaining life of the 93/4% Senior Secured Notes.

The $319.8 million of net proceeds, together with $42.6 million of other cash and borrowings under the 2006 Revolving Credit Facility, were used to repay or redeem all of the $340.5 million aggregate principal amount outstanding of Products Corporation’s 91/2% Senior Notes due April 1, 2011, plus an aggregate of $21.9 million for accrued interest, applicable redemption and tender premiums and fees and expenses related to refinancing the 91/2% Senior Notes, as well as the amendments to the 2006 Credit Agreements required to permit such refinancing to be conducted on a secured basis. On or before May 12, 2010, as required by the terms of the 93/4% Senior Secured Notes indenture, the Company expects to (i) file a registration statement with the SEC with respect to a registered offer to exchange the 93/4% Senior Secured Notes for new exchange notes having terms substantially identical in all

37

material respects to the notes (with the exception of certain transfer restrictions, registration rights and penalty interest rate provisions) or (ii) file a shelf registration statement with respect to resales of the 93/4% Senior Secured Notes. (See Note 9, “Long-Term Debt”, to the Consolidated Financial Statements).

Pursuant to the terms of the 93/4% Senior Secured Notes indenture, the 93/4% Senior Secured Notes are senior secured obligations of Products Corporation ranking equally in right of payment with any present and future senior indebtedness of Products Corporation. The 93/4% Senior Secured Notes bear interest at an annual rate of 93/4%, which is payable on May 15 and November 15 of each year, commencing on May 15, 2010, requiring bi-annual interest payments of approximately $15.4 million on May 15, 2010, and thereafter approximately $16.1 million on each interest payment date, based on the $330.0 million aggregate principal face amount of the 93/4% Senior Secured Notes outstanding as of December 31, 2009.

The 93/4% Senior Secured Notes are supported by, among other things, guarantees from Revlon, Inc. and, subject to certain limited exceptions, Products Corporation’s domestic subsidiaries. The obligations of Products Corporation under the 93/4% Senior Secured Notes and the obligations under the guarantees are secured by, subject to certain limited exceptions, substantially all of the assets of Products Corporation and the guarantors, including second-priority liens on the collateral securing the 2006 Term Loan Facility and third-priority liens on the collateral securing the 2006 Revolving Credit Facility, subject to certain exceptions. (See Note 9, “Long-Term Debt”, to the Consolidated Financial Statements).

The 93/4% Senior Secured Notes indenture contains covenants that, among other things, limit (i) the issuance of additional debt and redeemable stock by Products Corporation; (ii) the incurrence of liens; (iii) the issuance of debt and preferred stock by Products Corporation’s subsidiaries; (iv) the payment of dividends on capital stock of Products Corporation and its subsidiaries and the redemption of capital stock of Products Corporation and certain subordinated obligations; (v) the sale of assets and subsidiary stock by Products Corporation; (vi) transactions with affiliates of Products Corporation; (vii) consolidations, mergers and transfers of all or substantially all Products Corporation’s assets; and (viii) certain restrictions on transfers of assets by or distributions from subsidiaries of Products Corporation. All of these limitations and prohibitions, however, are subject to a number of qualifications and exceptions, which are specified in the 93/4% Senior Secured Notes indenture. Products Corporation was in compliance with all applicable covenants under its 93/4% Senior Secured Notes as of December 31, 2009.

2009 Extension of the maturity of the Senior Subordinated Term Loan

In October 2009, Revlon, Inc. consummated its Exchange Offer in which each issued and outstanding share of Revlon, Inc.’s Class A Common Stock was exchangeable on a one-for-one basis for a newly-issued series of Revlon, Inc. Preferred Stock. Revlon, Inc. issued to stockholders (other than MacAndrews & Forbes and its affiliates) 9,336,905 shares of Preferred Stock in exchange for the same number of shares of Class A Common Stock tendered for exchange in the Exchange Offer.

Upon consummation of the Exchange Offer, MacAndrews & Forbes contributed to Revlon, Inc. the $48.6 million Contributed Loan, representing $5.21 of outstanding principal amount for each of the 9,336,905 shares of Revlon, Inc.’s Class A Common Stock exchanged in the Exchange Offer, and Revlon, Inc. issued to MacAndrews & Forbes 9,336,905 shares of Class A Common Stock at a ratio of one share of Class A Common Stock for each $5.21 of outstanding principal amount of the Senior Subordinated Term Loan contributed to Revlon. Also upon consummation of the Exchange Offer, the terms of the Senior Subordinated Term Loan Agreement were amended to extend the maturity date on the Contributed Loan which remains owing from Products Corporation to Revlon, Inc. from August 2010 to October 8, 2013, to change the annual interest rate on the Contributed Loan from 11% to 12.75%, to extend the maturity date on the $58.4 million principal amount of the Senior Subordinated Term Loan which remains owing from Products Corporation to MacAndrews & Forbes from August 2010 to October 8, 2014 and to change the annual interest rate on the Non-Contributed Loan from 11% to 12%.

Interest under the Senior Subordinated Term Loan is payable in arrears in cash on January 8, April 8, July 8 and October 8 of each year. Products Corporation may, at its option, prepay such loan, in whole or in part (together with accrued and unpaid interest), at any time prior to its respective maturity dates without premium or penalty, provided

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that prior to such loan’s respective maturity dates all shares of Revlon, Inc.’s Preferred Stock have been or are being concurrently redeemed and all payments due thereon are paid in full or are concurrently being paid in full.

Interest Rate Swap Transactions

In September 2007 and April 2008, Products Corporation executed two floating-to-fixed Interest Rate Swaps each with a notional amount of $150.0 million over a period of two years relating to indebtedness under Products Corporation’s 2006 Term Loan Facility. In September 2009, one of the Company’s two floating-to-fixed interest rate swaps, with a notional amount of $150.0 million, expired. Therefore, as of December 31, 2009, the Company had one floating-to-fixed interest rate swap with a notional amount of $150.0 million relating to indebtedness under Products Corporation’s 2006 Term Loan Facility, which expires in April 2010 (the “2008 Interest Rate Swap”). The 2008 Interest Rate Swap is designated as a cash flow hedge of the variable interest rate payments on Products Corporation’s 2006 Term Loan Facility. Under the terms of the 2008 Interest Rate Swap, Products Corporation is required to pay to the counterparty a quarterly fixed interest rate of 2.66% on the $150.0 million notional amount (which, based upon the 4.0% applicable margin, effectively fixed the interest rate on such notional amounts at 6.66%, for the 2-year term of the swap), which commenced in July 2008, while receiving a variable interest rate payment from the counterparty equal to three-month U.S. dollar LIBOR. While the Company is exposed to credit loss in the event of the counterparty’s non-performance, if any, the Company’s exposure is limited to the net amount that Products Corporation would have received over the remaining balance of the 2008 Interest Rate Swap’s two-year term. The Company does not anticipate any non-performance and, furthermore, even in the case of any non-performance by the counterparty, the Company expects that any such loss would not be material. The fair value of Products Corporation’s 2008 Interest Rate Swap was $(1.8) million, at December 31, 2009.

Impact of Foreign Currency Translation — Venezuela

Highly-Inflationary Economy:  Effective January 1, 2010, Venezuela has been designated as a highly inflationary economy under U.S. GAAP. As a result, beginning January 1, 2010, the U.S. dollar will be the functional currency for the Company’s subsidiary in Venezuela (“Revlon Venezuela”). Through December 31, 2009, prior to being designated as highly inflationary, currency translation adjustments of Revlon Venezuela’s balance sheet were reflected in shareholders’ equity as part of Other Comprehensive Income; however subsequent to January 1, 2010, such adjustments will be reflected in earnings.

Currency Devaluation:  On January 8, 2010, the Venezuelan government announced the devaluation of its local currency (“Bolivars”) relative to the U.S. dollar. The official exchange rate for non-essential goods has changed from 2.15 to 4.30. The Company uses Venezuela’s official rate to translate the financial statements of Revlon Venezuela. As the devaluation of Bolivars relative to the U.S. dollar occurred in 2010, it did not have an impact on the Company’s 2009 results of operations or financial position; however the Company expects the following impacts to its financial statements in 2010:

•  the Company’s consolidated financial results in 2010 are expected to be adversely impacted as a result of the currency devaluation. Revlon Venezuela accounted for approximately 4% and 7% of the Company’s 2009 consolidated net sales and operating income, respectively; and

•  a foreign currency loss in the first quarter of 2010 of approximately $3 million related to the required re-measurement of Revlon Venezuela’s balance sheet during the first quarter of 2010 to reflect the impact of the currency devaluation. As Venezuela has been designated as a highly inflationary economy effective January 1, 2010, this foreign currency loss will be reflected in earnings.

Separately, during the fourth quarter of 2009, due to currency restrictions in Venezuela, Revlon Venezuela exchanged Bolivars for U.S. dollars through a parallel market exchange transaction in order to pay for certain U.S. dollar-denominated liabilities, which resulted in a $2.8 million foreign exchange loss. (See “Results of Operations — Year ended December 31, 2009 compared with the year ended December 31, 2008 — Foreign Currency Losses”).

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Sources and Uses

The Company’s principal sources of funds are expected to be operating revenues, cash on hand and funds available for borrowing under the 2006 Revolving Credit Facility and other permitted lines of credit. The 2006 Credit Agreements, the indenture governing Products Corporation’s 93/4% Senior Notes and the Senior Subordinated Term Loan Agreement contain certain provisions that by their terms limit Products Corporation and its subsidiaries’ ability to, among other things, incur additional debt.

The Company’s principal uses of funds are expected to be the payment of operating expenses, including expenses in connection with the continued execution of the Company’s business strategy, purchases of permanent wall displays, capital expenditure requirements, payments in connection with the Company’s restructuring programs, severance not otherwise included in the Company’s restructuring programs, debt service payments and costs, debt repurchases and regularly scheduled pension and post-retirement benefit plan contributions and benefit payments. The Company’s cash contributions to its pension and post-retirement benefit plans in 2009 were $24.3 million. In accordance with the minimum pension contributions required under the Employee Retirement Income Security Act of 1974, as amended by the Pension Protection Act of 2006 and as amended by the Worker, Retiree and Employer Recovery Act of 2008, the Company expects cash contributions to its pension and post-retirement benefit plans to be approximately $25 million in the aggregate for 2010. The Company’s purchases of permanent wall displays and capital expenditures in 2009 were approximately $32.9 million and approximately $15.2 million, respectively. The Company expects purchases of permanent wall displays and capital expenditures in the aggregate for 2010 to be approximately $40 million and $20 million, respectively. (See “Restructuring Costs and Other, Net” above in this Form 10-K for discussion of the Company’s expected uses of funds in connection with its various restructuring programs).

The Company has undertaken, and continues to assess, refine and implement, a number of programs to efficiently manage its cash and working capital, including, among other things, programs intended to reduce inventory levels over time; centralized purchasing to secure discounts and efficiencies in procurement; providing discounts to U.S. customers for more timely payment of receivables; prudent management of accounts payable; and targeted controls on general and administrative spending.

Continuing to execute the Company’s business strategy could include taking advantage of additional opportunities to reposition, repackage or reformulate one or more brands or product lines, launching additional new products, acquiring businesses or brands, further refining the Company’s approach to retail merchandising and/or taking further actions to optimize its manufacturing, sourcing and organizational size and structure. Any of these actions, whose intended purpose would be to create value through profitable growth, could result in the Company making investments and/or recognizing charges related to executing against such opportunities.

The Company may also, from time to time, seek to retire or purchase its outstanding debt obligations in open market purchases, in privately negotiated transactions or otherwise and may seek to refinance some or all of its indebtedness based upon market conditions. Any retirement or purchase of debt may be funded with operating cash flows of the business or other sources and will depend upon prevailing market conditions, liquidity requirements, contractual restrictions and other factors, and the amounts involved may be material.

The Company expects that operating revenues, cash on hand and funds available for borrowing under the 2006 Revolving Credit Facility and other permitted lines of credit will be sufficient to enable the Company to cover its operating expenses for 2010, including cash requirements in connection with the payment of operating expenses, including expenses in connection with the execution of the Company’s business strategy, purchases of permanent wall displays, capital expenditure requirements, payments in connection with the Company’s restructuring programs (including, without limitation, the 2006 Programs, the 2007 Programs, the 2008 Programs and the 2009 Programs), severance not otherwise included in the Company’s restructuring programs, debt service payments and costs, debt repurchases and regularly scheduled pension and post-retirement plan contributions and benefit payments.

There can be no assurance that available funds will be sufficient to meet the Company’s cash requirements on a consolidated basis. If the Company’s anticipated level of revenues is not achieved because of, among other things, decreased consumer spending in response to weak economic conditions or weakness in the cosmetics category in

40

the mass retail channel; adverse changes in currency exchange rates; decreased sales of the Company’s products as a result of increased competitive activities by the Company’s competitors; changes in consumer purchasing habits, including with respect to shopping channels; retailer inventory management, retailer space reconfigurations or reductions in retailer display space; changes in retailer pricing or promotional strategies; or less than anticipated results from the Company’s existing or new products or from its advertising, promotional and/or marketing plans; or if the Company’s expenses, including, without limitation, for pension expense under its benefit plans, advertising, promotional and marketing activities or for sales returns related to any reduction of retail space, product discontinuances or otherwise, exceed the anticipated level of expenses, the Company’s current sources of funds may be insufficient to meet the Company’s cash requirements.

Any such developments, if significant, could reduce the Company’s revenues and could adversely affect Products Corporation’s ability to comply with certain financial covenants under the 2006 Credit Agreements and in such event the Company could be required to take measures, including, among other things, reducing discretionary spending. (See also Item 1A. “Risk Factors” for further discussion of certain risks associated with the Company’s business and indebtedness).

If the Company is unable to satisfy its cash requirements from the sources identified above or comply with its debt covenants, the Company could be required to adopt one or more of the following alternatives:

•  delaying the implementation of or revising certain aspects of the Company’s business strategy;

•  reducing or delaying purchases of wall displays or advertising, promotional or marketing expenses;

•  reducing or delaying capital spending;

•  delaying, reducing or revising the Company’s restructuring programs;

•  refinancing Products Corporation’s indebtedness;

•  selling assets or operations;

•  seeking additional capital contributions and/or loans from MacAndrews & Forbes, Revlon, Inc., the Company’s other affiliates and/or third parties;

•  selling additional debt securities of Products Corporation; or

•  reducing other discretionary spending.

There can be no assurance that the Company would be able to take any of the actions referred to above because of a variety of commercial or market factors or constraints in Products Corporation’s debt instruments, including, without limitation, market conditions being unfavorable for an equity or debt issuance, additional capital contributions and/or loans not being available from affiliates and/or third parties, or that the transactions may not be permitted under the terms of Products Corporation’s various debt instruments then in effect, such as due to restrictions on the incurrence of debt, incurrence of liens, asset dispositions and related party transactions. In addition, such actions, if taken, may not enable the Company to satisfy its cash requirements or enable Products Corporation to comply with its debt covenants if the actions do not generate a sufficient amount of additional capital. (See also Item 1A. “Risk Factors” for further discussion of certain risks associated with the Company’s business and indebtedness).

Products Corporation enters into foreign currency forward exchange contracts and option contracts from time to time to hedge certain net cash flows denominated in currencies other than the local currencies of the Company’s foreign and domestic operations. The foreign currency forward exchange contracts are entered into primarily for the purpose of hedging anticipated inventory purchases and certain intercompany payments denominated in currencies other than the local currencies of the Company’s foreign and domestic operations and generally have maturities of less than one year. There were foreign currency forward exchange contracts with a notional amount of $54.3 million outstanding at December 31, 2009. The fair value of foreign currency forward exchange contracts outstanding at December 31, 2009 was $(1.6) million.

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Disclosures about Contractual Obligations and Commercial Commitments

The following table aggregates all contractual commitments and commercial obligations that affect the Company’s financial condition and liquidity position as of December 31, 2009:

	Payments Due by Period
	(Dollars in millions)
			Less than						After
Contractual Obligations	Total		1 year		1-3 years		3-5 years		5 years
Long-term Debt, including Current Portion	$	1,145.0	$	13.6	$	801.4	$	—	$	330.0
Long-term Debt — affiliates(a)		107.0		—		—		107.0		—
Interest on Long-term Debt(b)		263.9		67.1		100.3		64.3		32.2
Interest on Long-term Debt — affiliates(c)		59.8		13.2		26.4		20.2		—
Capital Lease Obligations		2.9		1.2		1.6		0.1		—
Operating Leases		70.0		15.8		27.0		18.8		8.4
Purchase Obligations(d)		57.5		57.2		0.3		—		—
Other Long-term Obligations(e)		25.8		18.1		7.7		—		—
Total Contractual Cash Obligations	$	1,731.9	$	186.2	$	964.7	$	210.4	$	370.6

(a)	Amount refers to the $107.0 million aggregate principal amount outstanding under the Senior Subordinated Term Loan, which is comprised of (1) the Contributed Loan as a result of MacAndrews & Forbes contributing to Revlon, Inc. $48.6 million of the $107.0 million aggregate outstanding principal amount of the Senior Subordinated Term Loan made by MacAndrews & Forbes to Products Corporation in connection with the consummation of the Exchange Offer and (2) the Non-Contributed Loan. Pursuant to the terms of the Exchange Offer, the maturity date on the Contributed Loan which remains owing from Products Corporation to Revlon, Inc. was extended from August 2010 to October 8, 2013, and the maturity date on the Non-Contributed Loan which remains owing from Products Corporation to MacAndrews & Forbes was extended from August 2010 to October 8, 2014.
(b)	Consists of interest primarily on the $330.0 million in aggregate principal amount of the 93/4% Senior Secured Notes and on the 2006 Term Loan Facility through the respective maturity dates based upon assumptions regarding the amount of debt outstanding under the 2006 Credit Facilities and assumed interest rates. In addition, this amount reflects the impact of the Interest Rate Swap, covering $150.0 million notional amount under the 2006 Term Loan Facility through April 2010, which resulted in an effective weighted average interest rate of 4.7% on the 2006 Term Loan Facility as of December 31, 2009. (See “Financial Condition, Liquidity and Capital Resources — Interest Rate Swap Transactions”).
(c)	Includes 12.75% interest on the aggregate principal amount outstanding under the Contributed Loan, which has a maturity date on October 8, 2013, as well as 12% interest on the aggregate principal amount outstanding under the Non-Contributed Loan, which has a maturity date on October 8, 2014.
(d)	Consists of purchase commitments for finished goods, raw materials, components and services pursuant to enforceable and legally binding obligations which include all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transactions.
(e)	Consists primarily of obligations related to advertising contracts. Such amounts exclude employment agreements, severance and other contractual commitments, which severance and other contractual commitments related to restructuring are discussed under “Restructuring Costs”.

Off-Balance Sheet Transactions

The Company does not maintain any off-balance sheet transactions, arrangements, obligations or other relationships with unconsolidated entities or others that are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Discussion of Critical Accounting Policies

In the ordinary course of its business, the Company has made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of its financial statements in conformity with accounting principles generally accepted in the U.S. Actual results could differ significantly from

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those estimates and assumptions. The Company believes that the following discussion addresses the Company’s most critical accounting policies, which are those that are most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Sales Returns:

The Company allows customers to return their unsold products when they meet certain company-established criteria as outlined in the Company’s trade terms. The Company regularly reviews and revises, when deemed necessary, the Company’s estimates of sales returns based primarily upon actual returns, planned product discontinuances and promotional sales, which would permit customers to return items based upon the Company’s trade terms. The Company records estimated sales returns as a reduction to sales and cost of sales, and an increase in accrued liabilities and inventories.

Returned products, which are recorded as inventories, are valued based upon the amount that the Company expects to realize upon their subsequent disposition. The physical condition and marketability of the returned products are the major factors the Company considers in estimating realizable value. Cost of sales includes the cost of refurbishment of returned products. Actual returns, as well as realized values on returned products, may differ significantly, either favorably or unfavorably, from the Company’s estimates if factors such as product discontinuances, customer inventory levels or competitive conditions differ from the Company’s estimates and expectations and, in the case of actual returns, if economic conditions differ significantly from the Company’s estimates and expectations.

Trade Support Costs:

In order to support the retail trade, the Company has various performance-based arrangements with retailers to reimburse them for all or a portion of their promotional activities related to the Company’s products. The Company regularly reviews and revises, when deemed necessary, estimates of costs to the Company for these promotions based on estimates of what has been incurred by the retailers. Actual costs incurred by the Company may differ significantly if factors such as the level and success of the retailers’ programs, as well as retailer participation levels, differ from the Company’s estimates and expectations.

Inventories:

Inventories are stated at the lower of cost or market value. Cost is principally determined by the first-in, first-out method. The Company records adjustments to the value of inventory based upon its forecasted plans to sell its inventories, as well as planned discontinuances. The physical condition (e.g., age and quality) of the inventories is also considered in establishing its valuation. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition of inventories if future economic conditions, customer inventory levels, product discontinuances, return levels or competitive conditions differ from the Company’s estimates and expectations.

Pension Benefits:

The Company sponsors both funded and unfunded pension and other retirement plans in various forms covering employees who meet the applicable eligibility requirements. The Company uses several statistical and other factors in an attempt to estimate future events in calculating the liability and expense related to these plans. These factors include assumptions about the discount rate, expected long-term return on plan assets and rate of future compensation increases as determined annually by the Company, within certain guidelines, which assumptions would be subject to revisions if significant events occur during the year. The Company uses December 31st as its measurement date for defined benefit pension plan obligations and assets.

The Company selected a weighted-average discount rate of 5.68% in 2009, representing a decrease from the 6.35% weighted-average discount rate selected in 2008 for the Company’s U.S. defined benefit pension plans. The Company selected an average discount rate for the Company’s international defined benefit pension plans of 5.63% in 2009, representing a decrease from the 6.4% average discount rate selected in 2008. The discount rates are used to

43

measure the benefit obligations at the measurement date and the net periodic benefit cost for the subsequent calendar year and are reset annually using data available at the measurement date. The changes in the discount rates used for 2009 were primarily due to decreasing long-term interest yields on high-quality corporate bonds during 2009. At December 31, 2009, the decrease in the discount rates from December 31, 2008 had the effect of increasing the Company’s projected pension benefit obligation by approximately $45.3 million. For fiscal 2010, the Company expects that the aforementioned decrease in the discount rate will have the effect of increasing the net periodic benefit cost for its U.S. and international defined benefit pension plans by approximately $6.9 million, as compared to the net periodic benefit cost for fiscal 2009. However, for fiscal 2010, the Company expects an overall decline in net periodic benefit cost primarily due to the increase in the fair value of pension plan assets at December 31, 2009 and the impact of the May 2009 amendment of the Company’s U.S. qualified defined benefit pension plan (as amended, the “Revlon Employees’ Retirement Plan”) and its non-qualified pension plan (as amended, the “Revlon Pension Equalization Plan”) to cease future benefit accruals under such plans after December 31, 2009 (the “May 2009 Plan Amendments”), partially offset by the impact of the aforementioned decrease in the discount rate.

Each year during the first quarter, the Company selects an expected long-term rate of return on its pension plan assets. For the Company’s U.S. defined benefit pension plans, the expected long-term rate of return on the pension plan assets used in 2009 and in 2008 was 8.25%. The average expected long-term rate of return used for the Company’s international plans in 2009 was 6.5%, representing a decrease from the 6.9% average rate used in 2008.

The table below reflects the Company’s estimates of the possible effects of changes in the discount rates and expected long-term rates of return on its 2009 net periodic benefit costs and its projected benefit obligation at December 31, 2009 for the Company’s principal defined benefit pension plans, with all other assumptions remaining constant:

	Effect of						Effect of
	25 basis points increase						25 basis points decrease
				Projected					Projected
	Net periodic			pension benefit			Net periodic		pension benefit
	benefit costs			obligation			benefit costs		obligation
Discount rate	$	(0.4	)	$	(16.8	)	$	1.7	$	16.0
Expected long-term rate of return		(0.3	)		—			1.5		—

The rate of future compensation increases is another assumption used by the Company’s third party actuarial consultants for pension accounting. The rate of future compensation increases used in 2008 was 4.0% for the U.S. defined benefit pension plans, including the Revlon Employees’ Retirement Plan and the Revlon Pension Equalization Plan, which were amended in May 2009 to cease future benefit accruals under such plans after December 31, 2009. The rate of future compensation increases used in 2009 was 3.5% for the U.S. defined benefit pension plans excluding the Revlon Employees’ Retirement Plan and the Revlon Pension Equalization Plan, as the rate of future compensation increases is no longer relevant to such plans due to the May 2009 Plan Amendments.

In addition, the Company’s actuarial consultants also use other factors such as withdrawal and mortality rates. The actuarial assumptions used by the Company may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants, among other things. Differences from these assumptions could significantly impact the actual amount of net periodic benefit cost and liability recorded by the Company.

Goodwill:

The Company reviews its goodwill for impairment at least annually, or whenever events or changes in circumstances would indicate possible impairment. The Company performs its annual impairment test of goodwill as of September 30th. The Company compared its estimated fair value of the enterprise to its net assets and the fair value of the enterprise was substantially greater than the enterprise’s net assets. Based on the annual tests performed by the Company as of September 30, 2009 and 2008, the Company concluded that no impairment of goodwill existed at either date. The Company operates in one reportable segment, which is also the only reporting unit for purposes of accounting for goodwill. Since the Company currently only has one reporting unit, all of the goodwill has been assigned to the enterprise as a whole. The Company concluded that as of September 30, 2009 there was no

44

impairment of goodwill. The amount outstanding for goodwill, net, was $182.6 million at both December 31, 2009 and 2008.

Income Taxes:

The Company records income taxes based on amounts payable with respect to the current year and includes the effect of deferred taxes. The effective tax rate reflects statutory tax rates, tax-planning opportunities available in various jurisdictions in which the Company operates, and the Company’s estimate of the ultimate outcome of various tax audits and issues. Determining the Company’s effective tax rate and evaluating tax positions requires significant judgment.

The Company recognizes deferred tax assets and liabilities for the future impact of differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which management expects that the Company will recover or settle those differences. The Company has established valuation allowances for deferred tax assets when management has determined that it is not more likely than not that the Company will realize a tax benefit.

The Company recognizes a tax position in its financial statements when it is more likely than not that the position will be sustained upon examination, based on the merits of such position.

Recent Accounting Pronouncements

In May 2009, the FASB issued the Subsequent Events Topic of the FASB Accounting Standards Codification (the “Subsequent Events Topic”) to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, the Subsequent Events Topic sets forth: (a) the period after the balance sheet date during which management of a reporting entity shall evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (b) the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements; and (c) the disclosures that an entity shall make about events or transactions that occurred after the balance sheet date. The provisions of the Subsquent Events Topic are effective for interim or annual financial periods ending after June 15, 2009. The Company adopted the provisions of the Subsequent Events Topic effective as of June 30, 2009 and its adoption did not have a material impact on its results of operations, financial condition or its disclosures.

Inflation

The Company’s costs are affected by inflation and the effects of inflation may be experienced by the Company in future periods. Management believes, however, that such effects have not been material to the Company during the past three years in the U.S. and in foreign non-hyperinflationary countries. The Company operates in certain countries around the world, such as Argentina and Venezuela, which have in the past experienced hyperinflation. In hyperinflationary foreign countries, the Company attempts to mitigate the effects of inflation by increasing prices in line with inflation, where possible, and efficiently managing its costs and working capital levels.

The Company makes its determination as to whether the Venezuelan economy should be considered a highly inflationary economy under U.S. GAAP based upon a blended inflation index of the Venezuelan National Consumer Price Index (“NCPI”) and the Venezuelan Consumer Price Index (“CPI”). (See “Financial Condition, Liquidity and Capital Resources — Impact of Foreign Currency Translation — Venezuela” for details regarding the designation of Venezuela as a highly inflationary economy effective January 1, 2010 and the Venezuelan government’s announcement of the devaluation of its local currency on January 8, 2010).

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Sensitivity

The Company has exposure to changing interest rates primarily under the 2006 Term Loan Facility and 2006 Revolving Credit Facility. The Company manages interest rate risk through the use of a combination of fixed and

45

floating rate debt. The Company from time to time makes use of derivative financial instruments to adjust its fixed and floating rate ratio. In September 2007 and April 2008, Products Corporation executed the two floating-to-fixed Interest Rate Swaps, each with a notional amount of $150.0 million over a period of two years relating to indebtedness under Products Corporation’s 2006 Term Loan Facility. In September 2009, one of the Company’s two floating-to-fixed interest rate swaps, with a notional amount of $150.0 million, expired. Therefore, as of December 31, 2009, the Company had one floating-to-fixed interest rate swap, the 2008 Interest Rate Swap, with a notional amount of $150.0 million relating to indebtedness under Products Corporation’s 2006 Term Loan Facility, which 2008 Interest Rate Swap expires in April 2010. The 2008 Interest Rate Swap is designated as a cash flow hedge of the variable interest rate payments on Products Corporation’s 2006 Term Loan Facility. (See “Financial Condition, Liquidity and Capital Resources — Interest Rate Swap Transactions”).

The table below provides information about the Company’s indebtedness that is sensitive to changes in interest rates. The table presents cash flows with respect to principal on indebtedness and related weighted average interest rates by expected maturity dates. Weighted average variable rates are based on implied forward rates in the U.S. Dollar LIBOR yield curve at December 31, 2009. The information is presented in U.S. dollar equivalents, which is the Company’s reporting currency.

Exchange Rate Sensitivity

The Company manufactures and sells its products in a number of countries throughout the world and, as a result, is exposed to movements in foreign currency exchange rates. In addition, a portion of the Company’s borrowings are denominated in foreign currencies, which are also subject to market risk associated with exchange rate movement. The Company from time to time hedges major foreign currency cash exposures through foreign exchange forward and option contracts. Products Corporation enters into these contracts with major financial institutions in an attempt to minimize counterparty risk. These contracts generally have a duration of less than twelve months and are primarily against the U.S. dollar. In addition, Products Corporation enters into foreign currency swaps to hedge intercompany financing transactions. The Company does not hold or issue financial instruments for trading purposes.

	Expected maturity date for the year ended December 31,
	(Dollars in millions, except for rate information)
																				Fair Value
																				December 31,
Debt	2010			2011		2012			2013			2014			Thereafter			Total		2009
Short-term variable rate (various currencies)	$	0.3																$	0.3	$	0.3
Average interest rate(a)		7.3	%
Long-term fixed rate — third party ($US)															$	330.0			330.0		338.7
Average interest rate(a)																9.75	%
Long-term fixed rate — affiliates ($US)									$	48.6	(b)	$	58.4	(b)					107.0		104.0
Average interest rate(a)										12.75	%		12.0	%
Long-term variable rate — third party ($US)	$	13.6				$	801.4												815.0		798.7
Average interest rate(a)(c)		4.3	%				5.6	%
Total debt	$	13.9		$	—	$	801.4		$	48.6		$	58.4		$	330.0		$	1,252.3	$	1,241.7

(a)	Weighted average variable rates are based upon implied forward rates from the U.S. Dollar LIBOR yield curves at December 31, 2009.
(b)	Represents $107.0 million aggregate principal amount outstanding of the Senior Subordinated Term Loan as of December 31, 2009, which Contributed Loan ($48.6 million) matures on October 8, 2013 and bears interest at an annual rate of 12.75% and which Non-Contributed Loan ($58.4 million) loan matures on October 8, 2014 and bears interest at an annual rate of 12%. Interest on the Senior Subordinated Term Loan is payable in arrears in cash on January 8, April 8, July 8, and October 8 of each year. (See “Financial Condition, Liquidity and Capital Resources — Senior Subordinated Term Loan”).
(c)	Based upon the implied forward rate from the U.S. Dollar LIBOR yield curve at December 31, 2009, this reflects the impact of the 2008 Interest Rate Swap, covering $150.0 million notional amount under the 2006 Term Loan Facility, which resulted in an effective weighted average interest rate of 5.6% on the 2006 Term Loan Facility at December 31, 2009.

46

	Average		Original		Contract
	Contractual		US Dollar		Value		Fair Value
	Rate		Notional		December 31,		December 31,
Forward Contracts	$/FC		Amount		2009		2009
Sell Canadian Dollars/Buy USD		0.9149	$	16.9	$	16.3	$	(0.6	)
Sell Australian Dollars/Buy USD		0.8337		10.0		9.4		(0.6	)
Sell British Pounds/Buy USD		1.5949		7.4		7.3		(0.1	)
Sell South African Rand/Buy USD		0.1249		4.8		4.5		(0.3	)
Buy Australian Dollars/Sell New Zealand Dollars		1.2359		3.2		3.2		—
Sell Euros/Buy USD		1.3852		0.4		0.4		—
Sell New Zealand Dollars/Buy USD		0.6703		0.3		0.3		—
Sell USD/Buy South African Rand		0.1334		8.0		8.1		0.1
Sell USD/Buy Japanese Yen		0.0110		3.3		3.2		(0.1	)
Total forward contracts			$	54.3	$	52.7	$	(1.6	)

	Expected Maturity date for the			Fair Value
	year ended December 31,			December 31,
Interest Rate Swap Transaction(a)	2010	Total		2009
Notional Amount	$150.0	$	150.0	$	(1.8	)
Average Pay Rate	2.66%(b)
Average Receive Rate	3-month USD LIBOR(b)

(a)

In September 2009, one of the Company’s two floating-to-fixed Interest Rate Swaps, with a notional amount of $150.0 million, expired. Therefore, as of December 31, 2009, the Company only had the 2008 Interest Rate Swap with a notional amount of $150.0 million related to indebtedness under Products Corporation’s 2006 Term Loan Facility, which 2008 Interest Rate Swap expires in April 2010. The 2008 Interest Rate Swap is designated as a cash flow hedge of the variable interest rate payments under Products Corporation’s 2006 Term Loan Facility. (See “Financial Condition, Liquidity and Capital Resources — Interest Rate Swap Transactions”).

(b)

Under the terms of the 2008 Interest Rate Swap, Products Corporation is required to pay to the counterparty a quarterly fixed interest rate of 2.66% on the $150.0 million notional amount (which, based upon the 4.0% applicable margin, effectively fixed the interest rate on such notional amounts at 6.66% for the 2-year term of the swap), which commenced in July 2008, while receiving a variable interest rate payment from the counterparty equal to the three-month U.S. dollar LIBOR, which was approximately 0.28% on the latest receipt date, or October 16, 2009.

Item 8.   Financial Statements and Supplementary Data

Reference is made to the Index on page F-1 of the Company’s Consolidated Financial Statements and the Notes thereto.

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None.

Item 9A(T)   Controls and Procedures

(a)  Disclosure Controls and Procedures.  The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure

47

controls and procedures as of the end of the fiscal year covered by this Annual Report on Form 10-K. The Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, the Company’s disclosure controls and procedures were effective.

(b)  Management’s Annual Report on Internal Control over Financial Reporting.  The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements in accordance with generally accepted accounting principles and includes those policies and procedures that:

•  pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of its assets;

•  provide reasonable assurance that transactions are recorded as necessary to permit preparation of its financial statements in accordance with generally accepted accounting principles, and that its receipts and expenditures are being made only in accordance with authorizations of its management and directors; and

•  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.

Internal control over financial reporting may not prevent or detect misstatements due to its inherent limitations. Management’s projections of any evaluation of the effectiveness of internal control over financial reporting as to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009 and in making this assessment used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Products Corporation’s management determined that as of December 31, 2009, the Company’s internal control over financial reporting was effective.

As Products Corporation is a non-accelerated filer, this Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

(c)  Changes in Internal Control Over Financial Reporting.  There have not been any changes in the Company’s internal control over financial reporting during the fiscal quarter ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.   Other Information

None.

Forward Looking Statements

This Annual Report on Form 10-K for the year ended December 31, 2009, as well as other public documents and statements of the Company, contain forward-looking statements that involve risks and uncertainties, which are based on the beliefs, expectations, estimates, projections, assumptions, forecasts, plans, anticipations, targets, outlooks, initiatives, visions, objectives, strategies, opportunities, drivers, focus and intents of the Company’s management. While the Company believes that its estimates and assumptions are reasonable, the Company cautions that it is very difficult to predict the impact of known factors, and, of course, it is impossible for the Company to anticipate all factors that could affect its results. The Company’s actual results may differ materially from those

48

discussed in such forward-looking statements. Such statements include, without limitation, the Company’s expectations and estimates (whether qualitative or quantitative) as to:

(i)	the Company’s future financial performance;
(ii)	the effect on sales of decreased consumer spending in response to weak economic conditions or weakness in the cosmetics category in the mass retail channel; adverse changes in currency exchange rates; decreased sales of the Company’s products as a result of increased competitive activities by the Company’s competitors, changes in consumer purchasing habits, including with respect to shopping channels; retailer inventory management; retailer space reconfigurations or reductions in retailer display space; changes in retailer pricing or promotional strategies; less than anticipated results from the Company’s existing or new products or from its advertising, promotional and/or marketing plans; or if the Company’s expenses, including, without limitation, for pension expense under its benefit plans, advertising, promotions and marketing activities or for sales returns related to any reduction of retail space, product discontinuances or otherwise, exceed the anticipated level of expenses;
(iii)	the Company’s belief that the continued execution of its business strategy could include taking advantage of additional opportunities to reposition, repackage or reformulate one or more brands or product lines, launching additional new products, acquiring businesses or brands, further refining its approach to retail merchandising and/or taking further actions to optimize its manufacturing, sourcing and organizational size and structure, any of which, whose intended purpose would be to create value through profitable growth, could result in the Company making investments and/or recognizing charges related to executing against such opportunities;
(iv)	our expectations regarding our strategic goal to profitably grow our business and as to the business strategies employed to achieve this goal, which are: (a) continuing to build our strong brands by focusing on innovative, high-quality, consumer-preferred brand offering; effective consumer brand communication; appropriate levels of advertising and promotion; and superb execution with our retail partners; (b) continuing to develop our organizational capability through attracting, retaining and rewarding highly capable people and through performance management, development planning, succession planning and training; (c) continuing to drive common global processes which are designed to provide the most efficient allocation of our resources; (d) continuing to focus on increasing our operating profit and cash flow; and (e) continuing to improve our capital structure by focusing on strengthening our balance sheet and reducing debt;
(v)	restructuring activities, restructuring costs and charges, the timing of restructuring payments and the benefits from such activities, including, without limitation, our expectation of annualized savings of approximately $30 million in 2010 and thereafter (inclusive of the approximately $15 million in 2009) from the May 2009 Program;
(vi)	the Company’s expectation that operating revenues, cash on hand and funds available for borrowing under Products Corporation’s 2006 Revolving Credit Facility and other permitted lines of credit will be sufficient to enable the Company to cover its operating expenses for 2010, including the cash requirements referred to in item (viii) below;
(vii)	the Company’s expected principal sources of funds, including operating revenues, cash on hand and funds available for borrowing under Products Corporation’s 2006 Revolving Credit Facility and other permitted lines of credit, as well as the availability of funds from refinancing Products Corporation’s indebtedness, selling assets or operations, capital contributions and/or loans from MacAndrews & Forbes, Revlon, Inc., the Company’s other affiliates and/or third parties and/or the sale of additional debt securities of Products Corporation;
(viii)	the Company’s expected principal uses of funds, including amounts required for the payment of operating expenses, including expenses in connection with the continued execution of the Company’s business strategy, payments in connection with the Company’s purchases of permanent wall displays, capital expenditure requirements, restructuring programs, severance not otherwise included in the Company’s restructuring programs, debt service payments and costs, debt repurchases (including,

49

without limitation, that the Company may also, from time to time, seek to retire or purchase its outstanding debt obligations in open market purchases, in privately negotiated transactions or otherwise and may seek to refinance some or all of its indebtedness based upon market conditions) and regularly scheduled pension and post-retirement benefit plan contributions and benefit payments, and its estimates of the amount and timing of its operating expenses, restructuring costs and payments, severance costs and payments, debt service payments (including payments required under Products Corporation’s debt instruments), debt repurchases, cash contributions to the Company’s pension plans and its other post-retirement benefit plans and benefit payments in 2010, purchases of permanent wall displays and capital expenditures;

(ix)	matters concerning the Company’s market-risk sensitive instruments, including the Interest Rate Swap, which is intended to reduce the effects of floating interest rates and the Company’s exposure to interest rate volatility by hedging against fluctuations in variable interest rate payments on the applicable notional amount of Products Corporation’s long-term debt under its 2006 Term Loan Facility, as well as the Company’s expectations as to the counterparty’s performance, including that any loss arising from the non-performance by the counterparty would not be material;
(x)	the Company’s plan to efficiently manage its cash and working capital, including, among other things, programs to reduce inventory levels over time; centralized purchasing to secure discounts and efficiencies in procurement; providing discounts to U.S. customers for more timely payment of receivables; prudent management of accounts payable; and targeted controls on general and administrative spending;
(xi)	the Company’s expectations regarding its future pension expense, cash contributions and benefit payments under its benefit plans; and
(xii)	the Company’s expectations as to the future impact of the devaluation of Venezuelan Bolivars and Venezuela being considered a highly inflationary economy in January 2010, including, without limitation, that its consolidated financial results in 2010 are expected to be adversely impacted as a result of the currency devaluation and will have a foreign currency loss in the first quarter of 2010 of approximately $3 million related to the required re-measurement of Revlon Venezuela’s balance sheet during the first quarter of 2010 to reflect the impact of the currency devaluation, which will be reflected in earnings.

Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language such as “estimates,” “objectives,” “visions,” “projects,” “assumptions,” “forecasts,” “focus,” “drive towards,” “plans,” “targets,” “strategies,” “opportunities,” “drivers,” “believes,” “intends,” “outlooks,” “initiatives,” “expects,” “scheduled to,” “anticipates,” “seeks,” “may,” “will” or “should” or the negative of those terms, or other variations of those terms or comparable language, or by discussions of strategies, targets, long-range plans, models or intentions. Forward-looking statements speak only as of the date they are made, and except for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Investors are advised, however, to consult any additional disclosures the Company made or may make in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case filed with the SEC in 2010 and 2009 (which, among other places, can be found on the SEC’s website at http://www.sec.gov). Except as expressly set forth in this Form 10-K, the information available from time to time on such website shall not be deemed incorporated by reference into this Annual Report on Form 10-K. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. In addition to factors that may be described in the Company’s filings with the SEC, including this filing, the following factors, among others, could

50

cause the Company’s actual results to differ materially from those expressed in any forward-looking statements made by the Company:

(i)  unanticipated circumstances or results affecting the Company’s financial performance, including decreased consumer spending in response to weak economic conditions or weakness in the cosmetics category in the mass retail channel; changes in consumer preferences, such as reduced consumer demand for the Company’s color cosmetics and other current products, including new product launches; changes in consumer purchasing habits, including with respect to shopping channels; lower than expected retail customer acceptance or consumer acceptance of, or less than anticipated results from, the Company’s existing or new products; higher than expected pension expense and/or cash contributions under its benefit plans and/or benefit payments, advertising, promotional and/or marketing expenses or lower than expected results from the Company’s advertising, promotional and/or marketing plans; higher than expected sales returns or decreased sales of the Company’s existing or new products; actions by the Company’s customers, such as retailer inventory management and greater than anticipated retailer space reconfigurations or reductions in retail space and/or product discontinuances or a greater than expected impact from retailer pricing or promotional strategies; and changes in the competitive environment and actions by the Company’s competitors, including business combinations, technological breakthroughs, new products offerings, increased advertising, promotional and marketing spending and advertising, promotional and/or marketing successes by competitors, including increases in share in the mass retail channel;

(ii)	in addition to the items discussed in (i) above, the effects of and changes in economic conditions (such as continued volatility in the financial markets, inflation, monetary conditions and foreign currency fluctuations, as well as in trade, monetary, fiscal and tax policies in international markets) and political conditions (such as military actions and terrorist activities);
(iii)	unanticipated costs or difficulties or delays in completing projects associated with the continued execution of the Company’s business strategy or lower than expected revenues or the inability to create value through profitable growth as a result of such strategy, including lower than expected sales, or higher than expected costs, including as may arise from any additional repositioning, repackaging or reformulating of one or more brands or product lines, launching of new product lines, including difficulties or delays, or higher than expected expenses, including for sales returns, in launching its new products, acquiring businesses or brands, further refining its approach to retail merchandising, and/or difficulties, delays or increased costs in connection with taking further actions to optimize the Company’s manufacturing, sourcing, supply chain or organizational size and structure;
(iv)	difficulties, delays or unanticipated costs in achieving our strategic goal to profitably grow our business and as to the business strategies employed to achieve this goal, such as (a) difficulties, delays or our inability to build our strong brands, such as due to less than effective product development, less than expected acceptance of our new or existing products by consumers and/or retail customers, less than expected acceptance of our advertising, promotional and/or marketing plans by our consumers and/or retail customers, less than expected investment in advertising, promotional and/or marketing activities or greater than expected competitive investment, less than expected acceptance of our brand communication by consumers and/or retail partners, less than expected levels of advertising, promotional and/or marketing activities for our new product launches and/or less than expected levels of execution with our retail partners or higher than expected costs and expenses; (b) difficulties, delays or the inability to develop our organizational capability; (c) difficulties, delays or unanticipated costs in connection with our plans to drive our company to act globally, such as due to higher than anticipated levels of investment required to support and build our brands globally or less than anticipated results from our national and multi-national brands; (d) difficulties, delays or unanticipated costs in connection with our plans to improve our operating profit and cash flow, such as difficulties, delays or the inability to take actions intended to improve results in sales returns, cost of goods sold, general and administrative expenses, working capital management and/or sales growth; and/or (e) difficulties, delays or unanticipated costs in consummating, or our inability to consummate, transactions to

51

improve our capital structure, strengthen our balance sheet and/or reduce debt, including higher than expected costs (including interest rates);

(v)	difficulties, delays or unanticipated costs or less than expected savings and other benefits resulting from the Company’s restructuring activities, such as less than anticipated cost reductions or other benefits from the 2009 Programs, 2008 Programs, 2007 Programs and/or 2006 Programs and the risk that the 2009 Programs, 2008 Programs, 2007 Programs and/or the 2006 Programs may not satisfy the Company’s objectives;
(vi)	lower than expected operating revenues, cash on hand and/or funds available under the 2006 Revolving Credit Facility and/or other permitted lines of credit or higher than anticipated operating expenses, such as referred to in clause (viii) below;
(vii)	the unavailability of funds under Products Corporation’s 2006 Revolving Credit Facility or other permitted lines of credit, or from refinancing indebtedness, or from capital contributions or loans from MacAndrews & Forbes, Revlon, Inc., the Company’s other affiliates and/or third parties and/or the sale of additional debt securities of Products Corporation;
(viii)	higher than expected operating expenses, sales returns, working capital expenses, permanent wall display costs, capital expenditures, restructuring costs, severance not otherwise included in the Company’s restructuring programs, debt service payments, debt repurchases, regularly scheduled cash pension plan contributions and/or post-retirement benefit plan contributions and/or benefit payments;
(ix)	interest rate or foreign exchange rate changes affecting the Company and its market-risk sensitive financial instruments, including less than anticipated benefits or other unanticipated effects of the 2008 Interest Rate Swap and/or difficulties, delays or the inability of the counterparty to perform such transactions;
(x)	difficulties, delays or the inability of the Company to efficiently manage its cash and working capital;
(xi)	lower than expected returns on pension plan assets and/or lower discount rates, which could result in higher than expected cash contributions and/or pension expense; and/or
(xii)	unexpected consequences related to the future impact of the devaluation of Venezuelan Bolivars and Venezuela being considered a highly inflationary economy in January 2010, such as greater than expected reduction of the Company’s financial results and/or greater than expected foreign currency losses and ongoing charges related to the translation of the Company’s Venezuelan subsidiary’s financial statements at the new official exchange rate.

Factors other than those listed above could also cause the Company’s results to differ materially from expected results. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.

52

Part III

Item 10.   Directors, Executive Officers and Corporate Governance

Intentionally omitted in accordance with General Instruction I(2)(c) of Form 10-K.

Item 11.   Executive Compensation

Intentionally omitted in accordance with General Instruction I(2)(c) of Form 10-K.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Intentionally omitted in accordance with General Instruction I(2)(c) of Form 10-K.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

Intentionally omitted in accordance with General Instruction I(2)(c) of Form 10-K.

Item 14.   Principal Accountant Fees and Services

The Board of Directors of Revlon, Inc. (Revlon, Inc. owns 100% of Products Corporation’s common stock) maintains an Audit Committee in accordance with applicable SEC rules and the NYSE’s listing standards. In accordance with the charter of Revlon, Inc.’s Audit Committee, a printable and current copy of which is available at www.revloninc.com, Revlon, Inc.’s Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of Revlon, Inc.’s and Products Corporation’s independent auditors for the purpose of preparing and issuing its audit report or performing other audit, review or attest services for Revlon, Inc. and Products Corporation. The independent auditors, KPMG LLP, report directly to Revlon, Inc.’s Audit Committee, and Revlon, Inc.’s Audit Committee is directly responsible for, among other things, reviewing in advance, and granting any appropriate pre-approvals of, (a) all auditing services to be provided by the independent auditor and (b) all non-audit services to be provided by the independent auditor (as permitted by the Exchange Act), and in connection therewith to approve all fees and other terms of engagement, as required by the applicable rules of the Exchange Act and subject to the exemptions provided for in such rules. Revlon, Inc.’s Audit Committee has an Audit Committee Pre-Approval Policy for pre-approving all permissible audit and non-audit services performed by KPMG LLP. In 2007, the Audit Committee approved the Audit Committee Pre-Approval Policy for 2008; in 2008, the Audit Committee approved the Audit Committee Pre-Approval Policy for 2009; and in 2009 the Audit Committee pre-approved the Audit Committee Pre-Approval Policy for 2010, a printable and current copy of which is available at www.revloninc.com.

The aggregate fees billed for professional services by KPMG LLP in 2009 and 2008 for these various services for Revlon, Inc. and Products Corporation in the aggregate were (in millions):

Types of Fees	2009		2008
Audit Fees	$	3.7	$	4.6
Audit-Related Fees		0.7		0.2
Tax Fees		0.2		0.3
All Other Fees		—		—
TOTAL FEES	$	4.6	$	5.1

In the above table, in accordance with the SEC definitions and rules, (a) “audit fees” are fees the Company paid KPMG LLP for professional services rendered for the audits of (i) Revlon, Inc.’s and Products Corporation’s annual financial statements, (ii) the effectiveness of Revlon, Inc.’s internal control over financial reporting and (iii) the review of financial statements included in Revlon, Inc.’s and Products Corporation’s Quarterly Reports on Form 10-Q, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements; (b) “audit-related fees” are fees billed by KPMG LLP for assurance and related services that are traditionally performed by the auditor, including services performed by KPMG LLP related to employee benefit

53

plan audits and certain transactions, including the Exchange Offer consummated by Revlon, Inc. in October 2009 and Products Corporation’s refinancing of the 91/2% Senior Notes in November 2009, as well as attest services not required by statute or regulation; (c) “tax fees” are fees for permissible tax compliance, tax advice and tax planning; and (d) “all other fees” are fees billed by KPMG LLP to the Company for any permissible services not included in the first three categories.

All of the services performed by KPMG LLP for the Company during 2009 and 2008 were either expressly pre-approved by Revlon, Inc.’s Audit Committee or were pre-approved in accordance with Revlon, Inc.’s Audit Committee Pre-Approval Policy, and Revlon, Inc.’s Audit Committee was provided with regular updates as to the nature of such services and fees paid for such services.

Website Availability of Reports and Other Corporate Governance Information

Revlon, Inc., which owns 100% of Products Corporation’s common stock, maintains a comprehensive corporate governance program, including Corporate Governance Guidelines for Revlon, Inc.’s Board of Directors, Revlon, Inc.’s Board Guidelines for Assessing Director Independence and charters for Revlon, Inc.’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee. Revlon, Inc. maintains a corporate investor relations website, www.revloninc.com, where stockholders and other interested persons may review, without charge, among other things, Revlon, Inc.’s corporate governance materials and certain SEC filings (such as Revlon, Inc.’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, annual reports, Section 16 reports reflecting certain changes in the stock ownership of Revlon, Inc.’s directors and Section 16 officers, and certain other documents filed with the SEC), each of which are generally available on the same business day as the filing date with the SEC on the SEC’s website http://www.sec.gov, as well as on Revlon, Inc.’s website http://www.revloninc.com. In addition, under the section of the website entitled, “Corporate Governance,” Revlon, Inc. posts printable copies of the latest versions of its Corporate Governance Guidelines, Board Guidelines for Assessing Director Independence, charters for Revlon, Inc.’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee, as well as Revlon, Inc.’s and the Company’s Code of Business Conduct, which includes Revlon, Inc.’s and the Company’s Code of Ethics for Senior Financial Officers and the Audit Committee Pre-Approval Policy. If the Company changes the Senior Financial Officer Code of Ethics in any material respect or waives any provision of the Code of Business Conduct for its executive officers or Directors, including waivers of the Senior Financial Officer Code of Ethics for any of its Senior Financial Officers, the Company expects to provide the public with notice of any such change or waiver by publishing an appropriate description of such event on its corporate website, www.revloninc.com, or by other appropriate means as required or permitted under applicable rules of the SEC. The Company does not currently expect to make any such waivers. The business and financial materials and any other statement or disclosure on, or made available through, the websites referenced herein shall not be deemed incorporated by reference into this report.

54

PART IV

Item 15.   Exhibits, Financial Statement Schedules

(a)		List of documents filed as part of this Report:
		(1)       Consolidated Financial Statements and Independent Auditors’ Report included herein: See Index on page F-1.
		(2)       Financial Statement Schedule: See Index on page F-1.
		All other schedules are omitted as they are inapplicable or the required information is furnished in the Company’s Consolidated Financial Statements or the Notes thereto.
		(3)       List of Exhibits:
3	.	Certificate of Incorporation and By-laws.
3	.1	Restated Certificate of Incorporation of Products Corporation, dated May 13, 2004 (incorporated by reference to Exhibit 3.1 to Products Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 filed with the SEC on May 17, 2004).
3	.2	Amended and Restated By-Laws of Products Corporation, dated as of May 1, 2009 (incorporated by reference to Exhibit 3.1 to Products Corporation’s Current Report on Form 8-K filed with the SEC on April 29, 2009).
4	.	Instruments Defining the Rights of Security Holders, Including Indentures.
4	.1	Credit Agreement, dated as of July 9, 2004, among Products Corporation and certain local borrowing subsidiaries, as borrowers, the lenders and issuing lenders party thereto, Citicorp USA, Inc., as term loan administrative agent, Citicorp USA, Inc. as multi-currency administrative agent, Citicorp USA, Inc., as collateral agent, UBS Securities LLC, as syndication agent, and Citigroup Global Markets Inc., as sole lead arranger and sole bookrunner (the “2006 Revolving Credit Agreement”) (incorporated by reference to Exhibit 4.34 to Products Corporation’s Current Report on Form 8-K filed with the SEC on July 13, 2004).
4	.2	First Amendment, dated as of February 15, 2006, to the 2006 Revolving Credit Agreement (incorporated by reference to Exhibit 10.2 to Products Corporation’s Current Report on Form 8-K filed with the SEC on February 17, 2006).
4	.3	Second Amendment, dated as of July 28, 2006, to the 2006 Revolving Credit Agreement (incorporated by reference to Exhibit 4.1 to Products Corporation’s Current Report on Form 8-K filed with the SEC on July 28, 2006).
4	.4	Third Amendment, dated as of September 29, 2006, to the 2006 Revolving Credit Agreement, (incorporated by reference to Exhibit 4.1 of Products Corporation’s Current Report on Form 8-K filed with the SEC on September 29, 2006).
4	.5	Fourth Amendment, dated as of December 20, 2006, to the 2006 Revolving Credit Agreement, (incorporated by reference to Exhibit 4.2 to Products Corporation’s Current Report on Form 8-K filed with the SEC on December 21, 2006 (the “Products Corporation December 21, 2006 Form 8-K”)).
4	.6	Fifth Amendment, dated as of November 6, 2009, to the 2006 Revolving Credit Agreement (incorporated by reference to Exhibit 4.2 to Products Corporation’s Current Report on Form 8-K filed with the SEC on November 6, 2009 (the “Products Corporation November 6, 2009 Form 8-K”).
*4	.7	Guaranty, dated as of July 9, 2004, by and among Revlon, Inc., Products Corporation and certain domestic subsidiaries of Products Corporation, in favor of Citicorp USA, Inc., as administrative agent and collateral agent.
*4	.8	Schedule of Borrowers, Denomination Currencies; Currency Sublimits; Maximum Sublimits; and Local Fronting Lenders under the 2006 Revolving Credit Agreement.
*4	.9	Form of Revolving Credit Note under the 2006 Revolving Credit Agreement.

55

*4	.10	Deed of Trust, Assignment of Rents and Leases Security Agreement and Fixture Filing made by Products Corporation to First American Title Insurance Company, as the trustee for the use and benefit of Citicorp USA, Inc. as collateral agent for the Secured Parties, dated as of December 20, 2006 (Oxford, North Carolina).
*4	.11	Second Amended and Restated Pledge and Security Agreement, dated as of November 23, 2009 among Revlon, Inc., Products Corporation and certain domestic subsidiaries of Products Corporation, in favor of Citicorp USA, Inc., as collateral agent for the secured parties.
*4	.12	Second Amended and Restated Copyright Security Agreement, dated as of November 23, 2009, among Products Corporation and Citicorp USA, Inc., as collateral agent for the secured parties.
*4	.13	Second Amended and Restated Copyright Security Agreement, dated as of November 23, 2009, among Almay Inc. and Citicorp USA, Inc., as collateral agent for the secured parties.
*4	.14	Second Amended and Restated Patent Security Agreement, dated as of November 23, 2009, among Products Corporation and Citicorp USA, Inc., as collateral agent for the secured parties.
*4	.15	Second Amended and Restated Trademark Security Agreement, dated as of November 23, 2009, among Products Corporation and Citicorp USA, Inc., as collateral agent for the secured parties.
*4	.16	Second Amended and Restated Trademark Security Agreement, dated as of November 23, 2009, among Charles Revson Inc. and Citicorp USA, Inc., as collateral agent for the secured parties.
*4	.17	Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of November 23, 2009, among Citicorp USA, Inc., as administrative agent for the multi-currency lenders and issuing lenders, Citicorp USA, Inc., as administrative agent for the term loan lenders, Citicorp USA, Inc., as collateral agent for the secured parties, U.S. Bank National Association as trustee for certain noteholders, Revlon, Inc., Products Corporation and certain domestic subsidiaries of Products Corporation.
4	.18	Term Loan Agreement, dated as of December 20, 2006, among Products Corporation, as borrower, the lenders party thereto, Citicorp USA, Inc., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., as syndication agent, and Citigroup Global Capital Markets Inc., as sole lead arranger and sole bookrunner (the “2006 Term Loan Agreement”) (incorporated by reference to Exhibit 4.1 to the Products Corporation December 21, 2006 Form 8-K).
4	.19	Amendment No. 1, dated as of November 6, 2009, to the 2006 Term Loan Credit Agreement (incorporated by reference to Exhibit 4.1 to the Products Corporation November 6, 2009 Form 8-K).
*4	.20	Form of Term Loan Note under the 2006 Term Loan Agreement.
*4	.21	Term Loan Guaranty, dated as of December 20, 2006, by Revlon, Inc., Products Corporation and certain domestic subsidiaries of Products Corporation, in favor of Citicorp USA, Inc., as administrative agent and collateral agent.
*4	.22	Indenture, dated as of November 23, 2009, between Products Corporation and U.S. Bank National Association, as trustee, relating to Products Corporation’s 93/4% Senior Secured Notes due November 15, 2015.
*4	.23	Deed of Trust, Assignment of Rents and Leases Security Agreement and Fixture Filing dated as of November 23, 2009, made by Products Corporation to First American Title Insurance Company, as trustee for the benefit of Citicorp USA, Inc., as collateral agent for the Noteholder Secured Parties (Oxford, North Carolina).
*4	.24	Registration Rights Agreement, dated as of November 23, 2009, by and among Products Corporation, Revlon, Inc., certain domestic subsidiaries of Products Corporation and Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. as representatives of the several initial purchasers.
10	.	Material Contracts.

56

10	.1	Tax Sharing Agreement, dated as of June 24, 1992, among MacAndrews & Forbes Holdings, Revlon, Inc., Products Corporation and certain subsidiaries of Products Corporation, as amended and restated as of January 1, 2001 (incorporated by reference to Exhibit 10.2 to Products Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001 filed with the SEC on February 25, 2002).
10	.2	Tax Sharing Agreement, dated as of March 26, 2004, by and among Revlon, Inc., Products Corporation and certain subsidiaries of Products Corporation (incorporated by reference to Exhibit 10.25 to Products Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 filed with the SEC on May 17, 2004).
10	.3	Amended and Restated Employment Agreement, dated as of May 1, 2009, between Products Corporation and David L. Kennedy (incorporated by reference to Exhibit 10.1 to Revlon, Inc.’s Quarterly Report on Form 10-Q for the second quarter ended June 30, 2009 filed with the SEC on July 30, 2009 (the “Revlon, Inc. 2009 Second Quarter Form 10-Q”)).
10	.4	Amended and Restated Employment Agreement, dated as of May 1, 2009, between Products Corporation and Alan T. Ennis (incorporated by reference to Exhibit 10.2 to the Revlon, Inc. 2009 Second Quarter Form 10-Q).
10	.5	Amended and Restated Employment Agreement, dated as of July 29, 2009, between Products Corporation and Robert K. Kretzman (incorporated by reference to Exhibit 10.3 to the Revlon, Inc. 2009 Second Quarter Form 10-Q).
10	.6	Employment Agreement, dated as of April 29, 2009, between Products Corporation and Steven Berns (incorporated by reference to Exhibit 10.4 to the Revlon, Inc. 2009 Second Quarter Form 10-Q).
10	.7	Amended and Restated Employment Agreement, dated as of May 1, 2009, between Products Corporation and Chris Elshaw (incorporated by reference to Exhibit 10.7 to Revlon, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the SEC on February 25, 2010 (“Revlon, Inc.’s 2009 Form 10-K”)).
10	.8	Third Amended and Restated Revlon, Inc. Stock Plan (as amended, the “Stock Plan”) (incorporated by reference to Exhibit 4.1 to Revlon, Inc.’s Registration Statement on Form S-8 filed with the SEC on December 10, 2007).
10	.9	Form of Nonqualified Stock Option Agreement under the Stock Plan (incorporated by reference to Exhibit 10.7 to Revlon, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the SEC on February 25, 2009 (“Revlon, Inc.’s 2008 10-K”)).
10	.10	Form of Restricted Stock Agreement under the Stock Plan (incorporated by reference to Exhibit 10.8 to Revlon, Inc.’s 2008 10-K).
10	.11	Revlon Executive Bonus Plan (incorporated by reference to Exhibit 10.15 to Products Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 filed with the SEC on August 9, 2005).
10	.12	Amended and Restated Revlon Pension Equalization Plan, amended and restated as of December 14, 1998 (the “PEP”) (incorporated by reference to Exhibit 10.15 to Revlon, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1998 filed with the SEC on March 3, 1999).
10	.13	Amendment to the PEP, dated as of May 28, 2009 (incorporated by reference to Exhibit 10.13 to Revlon, Inc.’s 2009 Form 10-K).
10	.14	Executive Supplemental Medical Expense Plan Summary, dated July 2000 (incorporated by reference to Exhibit 10.10 to Revlon, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2002 filed with the SEC on March 21, 2003).
10	.15	Benefit Plans Assumption Agreement, dated as of July 1, 1992, by and among Revlon Holdings, Revlon, Inc. and Products Corporation (incorporated by reference to Exhibit 10.25 to Products Corporation’s Annual Report on Form 10-K for the year ended December 31, 1992 filed with the SEC on March 12, 1993).

57

10	.16	Revlon Executive Severance Pay Plan (incorporated by reference to Exhibit 10.2 to Revlon, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed with the SEC on April 30, 2009).
10	.17	Senior Subordinated Term Loan Agreement, dated as of January 30, 2008, between Products Corporation and MacAndrews & Forbes (incorporated by reference to Exhibit 10.1 to Products Corporation’s Current Report on Form 8-K filed with the SEC on February 1, 2008).
10	.18	Amendment No. 1 to Senior Subordinated Term Loan Agreement, dated as of November 14, 2008, between Products Corporation and MacAndrews & Forbes (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Products Corporation filed with the SEC on November 14, 2008).
10	.19	Amended and Restated Amendment No. 2 to the Senior Subordinated Term Loan Agreement, dated as of September 23, 2009, by and between Revlon Consumer Products Corporation and MacAndrews & Forbes (incorporated by reference to Annex C of Exhibit (a)(1)(J) of Revlon Inc.’s Schedule TO/Schedule 13E-3 filed with the SEC on September 24, 2009).
21	.	Subsidiaries.
*21	.1	Subsidiaries of Revlon Consumer Products Corporation
*31	.1	Certification of Alan T. Ennis, Chief Executive Officer, dated February 25, 2010, pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
*31	.2	Certification of Steven Berns, Chief Financial Officer, dated February 25, 2010, pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
32	.1 (furnished herewith)	Certification of Alan T. Ennis, Chief Executive Officer, dated February 25, 2010, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32	.2 (furnished herewith)	Certification of Steven Berns, Chief Financial Officer, dated February 25, 2010, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*  Filed herewith

58

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

	Page
Report of Independent Registered Public Accounting Firm (Consolidated Financial Statements)		F-2
Audited Financial Statements:
Consolidated Balance Sheets as of December 31, 2009 and 2008		F-3
Consolidated Statements of Operations for each of the years in the three-year period ended December 31, 2009		F-4
Consolidated Statements of Stockholder’s Deficiency and Comprehensive Income (Loss) for each of the years in the three-year period ended December 31, 2009		F-5
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2009		F-6
Notes to Consolidated Financial Statements		F-7
Financial Statement Schedule:
Schedule II — Valuation and Qualifying Accounts		F-56

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Revlon Consumer Products Corporation:

We have audited the accompanying consolidated balance sheets of Revlon Consumer Products Corporation and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholder’s deficiency and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2009. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed on the index on page F-1. These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Revlon Consumer Products Corporation and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

New York, New York

February 25, 2010

F-2

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions, except share and per share amounts)

	December 31,			December 31,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	54.5		$	52.8
Trade receivables, less allowance for doubtful accounts of $3.8 and $3.3 as of December 31, 2009 and 2008, respectively		181.7			169.9
Inventories		119.2			154.2
Prepaid expenses and other		90.9			80.5
Total current assets		446.3			457.4
Property, plant and equipment, net		111.7			112.8
Other assets		89.9			89.5
Goodwill, net		182.6			182.6
Total assets	$	830.5		$	842.3
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Current liabilities:
Short-term borrowings	$	0.3		$	0.5
Current portion of long-term debt		13.6			18.9
Accounts payable		82.4			78.1
Accrued expenses and other		208.9			225.4
Total current liabilities		305.2			322.9
Long-term debt		1,127.8			1,203.2
Long-term debt — affiliates		107.0			107.0
Long-term pension and other post-retirement plan liabilities		216.3			223.7
Other long-term liabilities		68.0			68.9
Stockholder’s deficiency:
RCPC Preferred Stock, par value $1.00 per share; 1,000 shares authorized, 546 shares issued and outstanding as of December 31, 2009 and 2008, respectively		54.6			54.6
Common Stock, par value $1.00 per share 10,000 shares authorized and 5,260 shares issued as of December 31, 2009 and 2008, respectively		—			—
Additional paid-in capital		938.4			932.8
Accumulated deficit		(1,828.9	)		(1,887.7	)
Accumulated other comprehensive loss		(157.9	)		(183.1	)
Total stockholder’s deficiency		(993.8	)		(1,083.4	)
Total liabilities and stockholder’s deficiency	$	830.5		$	842.3

See Accompanying Notes to Consolidated Financial Statements

F-3

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in millions)

	Year Ended December 31,
	2009			2008			2007
Net sales	$	1,295.9		$	1,346.8		$	1,367.1
Cost of sales		474.7			490.9			505.7
Gross profit		821.2			855.9			861.4
Selling, general and administrative expenses		619.6			701.6			728.7
Restructuring costs and other, net		21.3			(8.4	)		7.3
Operating income		180.3			162.7			125.4
Other expenses (income):
Interest expense		93.0			119.7			135.6
Interest income		(0.5	)		(0.7	)		(1.9	)
Amortization of debt issuance costs		5.5			5.6			3.3
Loss on early extinguishment of debt, net		5.8			0.7			0.1
Foreign currency losses (gains), net		8.9			0.1			(6.8	)
Miscellaneous, net		1.0			0.4			(0.4	)
Other expenses, net		113.7			125.8			129.9
Income (loss) from continuing operations before income taxes		66.6			36.9			(4.5	)
Provision for income taxes		8.1			15.9			7.4
Income (loss) from continuing operations, net of taxes		58.5			21.0			(11.9	)
Income (loss) from discontinued operations, net of taxes		0.3			(0.4	)		2.9
Gain on disposal of discontinued operations		—			45.2			—
Income from discontinued operations, including gain on disposal, net of taxes		0.3			44.8			2.9
Net income (loss)	$	58.8		$	65.8		$	(9.0	)

See Accompanying Notes to Consolidated Financial Statements

F-4

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER’S DEFICIENCY
AND COMPREHENSIVE INCOME (LOSS)
(dollars in millions)

			Additional					Accumulated
	RCPC		Paid-In-Capital					Other			Total
	Preferred		(Capital		Accumulated			Comprehensive			Stockholder’s
	Stock		Deficiency)		Deficit			Loss			Deficiency
Balance, January 1, 2007	$	54.6	$	820.4	$	(1,944.5	)	$	(113.9	)	$	(1,183.4	)
Capital contribution from direct parent				98.9								98.9
Stock option compensation				1.5								1.5
Amortization of deferred compensation for restricted stock				5.2								5.2
Comprehensive (loss) income:
Net loss						(9.0	)					(9.0	)
Revaluation of financial derivative instruments(a)									(1.7	)		(1.7	)
Currency translation adjustment									(2.0	)		(2.0	)
Amortization of pension related costs(b)									2.6			2.6
Pension re-measurement									26.3			26.3
Total comprehensive income												16.2
Balance, December 31, 2007		54.6		926.0		(1,953.5	)		(88.7	)		(1,061.6	)
Stock option compensation				0.3								0.3
Amortization of deferred compensation for restricted stock				6.5								6.5
Comprehensive (loss) income:
Net loss						65.8						65.8
Revaluation of financial derivative instruments(a)									(3.3	)		(3.3	)
Elimination of currency translation adjustment related to Bozzano Sale Transaction(c)									37.3			37.3
Currency translation adjustment									(8.2	)		(8.2	)
Amortization of pension related costs(b)									1.1			1.1
Pension re-measurement									(121.3	)		(121.3	)
Total comprehensive loss												(28.6	)
Balance, December 31, 2008		54.6		932.8		(1,887.7	)		(183.1	)		(1,083.4	)
Stock option compensation				0.2								0.2
Amortization of deferred compensation for restricted stock				5.4								5.4
Comprehensive (loss) income:
Net income						58.8						58.8
Revaluation of financial derivative instruments(a)									3.7			3.7
Currency translation adjustment									9.8			9.8
Amortization of pension related costs(b)									12.0			12.0
Pension re-measurement(d)									(9.5	)		(9.5	)
Pension curtailment gain(d)									9.2			9.2
Total comprehensive income												84.0
Balance, December 31, 2009	$	54.6	$	938.4	$	(1,828.9	)	$	(157.9	)	$	(993.8	)

(a)	See Note 11, “Financial Instruments”, Note 15, “Accumulated Other Comprehensive Loss”, and the discussion of Critical Accounting Policies in this Form 10-K for details regarding the net amount of hedge accounting derivative losses recognized due to the Company’s use of derivative financial instruments.
(b)	See Note 13, “Savings Plan, Pension and Post-retirement Benefits”, and Note 15, “Accumulated Other Comprehensive Loss”, for details on the change in Accumulated Other Comprehensive Income (Loss) as a result of the amortization of unrecognized prior service costs and actuarial losses (gains) arising during 2009, 2008 and 2007 related to the Company’s pension and other post-retirement plans.
(c)	For details on the Bozzano Sale Transaction (as hereinafter defined), see Note 2, “Discontinued Operations”.
(d)	See Note 13, “Savings Plan, Pension and Post-retirement Benefits”, and Note 15, “Accumulated Other Comprehensive Loss”, for details on the increase in pension liabilities recorded within Accumulated Other Comprehensive Loss as the result of the re-measurement of the pension liabilities, as well as the curtailment gain recognized by the Company in connection with the May 2009 Pension Plan Amendments (as hereinafter defined), which reduced its pension liability and was recorded as an offset against the net actuarial losses previously reported within Accumulated Other Comprehensive Loss.

See Accompanying Notes to Consolidated Financial Statements

F-5

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)

	December 31,
	2009			2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	58.8		$	65.8		$	(9.0	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
(Income) loss from discontinued operations, net of taxes		(0.3	)		0.4			(2.9	)
Depreciation and amortization		60.1			91.9			99.6
Amortization of debt discount		0.6			0.7			0.6
Stock compensation amortization		5.6			6.8			6.7
Loss on early extinguishment of debt, net		5.8			0.7			0.1
Amortization of debt issuance costs		5.5			5.6			3.3
Gain on disposal of discontinued operations		—			(45.2	)		—
Gain on sale of certain assets		(1.7	)		(12.7	)		(0.6	)
Pension and other post-retirement expense		27.5			7.5			9.2
Change in assets and liabilities:
(Increase) decrease in trade receivables		(4.0	)		13.0			9.3
Decrease in inventories		41.5			1.8			21.0
(Increase) decrease in prepaid expenses and other current assets		(8.3	)		(14.3	)		—
Decrease in accounts payable		(5.9	)		(10.4	)		(5.6	)
Decrease in accrued expenses and other current liabilities		(20.0	)		(5.1	)		(40.2	)
Pension and other post-retirement plan contributions		(24.3	)		(12.8	)		(38.1	)
Purchase of permanent displays		(32.9	)		(47.2	)		(49.8	)
Other, net		(4.7	)		(13.4	)		(3.3	)
Net cash provided by operating activities		103.3			33.1			0.3
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(15.2	)		(20.7	)		(19.8	)
Proceeds from the sale of assets of discontinued operations		—			107.6			—
Proceeds from the sale of certain assets		2.5			13.6			2.4
Net cash (used in) provided by investing activities		(12.7	)		100.5			(17.4	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-term borrowings and overdraft		6.0			3.1			(5.4	)
Repayment under the 2006 Revolving Credit Facility, net		—			(43.5	)		(14.0	)
Proceeds from the issuance of long-term debt		326.4			—			0.7
Proceeds from the issuance of long-term debt — affiliates		—			170.0			—
Repayment of long-term debt		(400.4	)		(173.9	)		(50.2	)
Repayment of long-term debt — affiliates		—			(63.0	)		—
Capital contribution from direct parent, net		—			—			98.9
Payment of financing costs		(23.4	)		(4.6	)		(0.9	)
Net cash (used in) provided by financing activities		(91.4	)		(111.9	)		29.1
CASH FLOWS FROM DISCONTINUED OPERATIONS ACTIVITIES:
Net cash provided by (used in) discontinued operating activities		0.2			(10.8	)		3.5
Net cash used in discontinued investing activities		—			—			(0.2	)
Net cash used in discontinued financing activities		—			(0.4	)		(4.6	)
Change in cash from discontinued operations		—			(1.0	)		(1.3	)
Net cash provided by (used in) discontinued operations		0.2			(12.2	)		(2.6	)
Effect of exchange rate changes on cash and cash equivalents		2.3			(1.8	)		0.5
Net increase in cash and cash equivalents		1.7			7.7			9.9
Cash and cash equivalents at beginning of period		52.8			45.1			35.2
Cash and cash equivalents at end of period	$	54.5		$	52.8		$	45.1
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	97.9		$	123.0		$	137.6
Income taxes, net of refunds	$	14.7		$	24.7		$	14.5

See Accompanying Notes to Consolidated Financial Statements

F-6

REVLON CONSUMER PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts in millions)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation:

Revlon Consumer Products Corporation (“Products Corporation” and together with its subsidiaries, the “Company”) operates in a single segment and manufactures, markets and sells an extensive array of cosmetics, women’s hair color, beauty tools, anti-perspirants/deodorants, fragrances, skincare and other beauty care products. The Company’s vision is glamour, excitement and innovation through high-quality products at affordable prices. The Company’s principal customers include large mass volume retailers and chain drug and food stores in the U.S., as well as certain department stores and other specialty stores, such as perfumeries, outside the U.S. The Company also sells beauty products to U.S. military exchanges and commissaries and has a licensing business pursuant to which the Company licenses certain of its key brand names to third parties for the manufacture and sale of complementary beauty-related products and accessories in exchange for royalties.

Products Corporation is a direct wholly-owned operating subsidiary of Revlon, Inc., which is a direct and indirect majority-owned subsidiary of MacAndrews & Forbes Holdings Inc. (“MacAndrews & Forbes Holdings” and, together with certain of its affiliates other than the Company, “MacAndrews & Forbes”), a corporation wholly-owned by Ronald O. Perelman.

The accompanying Consolidated Financial Statements include the accounts of the Company after elimination of all material intercompany balances and transactions.

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying Consolidated Financial Statements include, but are not limited to, allowances for doubtful accounts, inventory valuation reserves, expected sales returns and allowances, certain assumptions related to the recoverability of intangible and long-lived assets, reserves for estimated tax liabilities, restructuring costs, certain estimates and assumptions used in the calculation of the net periodic benefit costs and the projected benefit obligations for the Company’s pension and other post-retirement plans, including the expected long term return on pension plan assets and the discount rate used to value the Company’s year-end pension benefit obligations.

The Company has evaluated subsequent events occurring through February 25, 2010, which is the date the Company’s financial statements for the year ended December 31, 2009 were issued. (See Note 20, “Subsequent Events”).

Cash and Cash Equivalents:

Cash equivalents are primarily investments in high-quality, short-term money market instruments with original maturities of three months or less and are carried at cost, which approximates fair value. Cash equivalents were $31.0 million and $21.9 million as of December 31, 2009 and 2008, respectively. Accounts payable includes $17.2 million and $11.0 million of outstanding checks not yet presented for payment at December 31, 2009 and 2008, respectively.

Accounts Receivable:

Accounts receivable represent payments due to the Company for previously recognized net sales, reduced by an allowance for doubtful accounts for balances which are estimated to be uncollectible at December 31, 2009 and 2008, respectively. The Company grants credit terms in the normal course of business to its customers. Trade credit is extended based upon periodically updated evaluations of each customer’s ability to perform its obligations. The

F-7

Company does not normally require collateral or other security to support credit sales. The allowance for doubtful accounts is determined based on historical experience and ongoing evaluations of the Company’s receivables and evaluations of the risks of payment. The allowance for doubtful accounts is recorded against accounts receivable balances when they are deemed uncollectible. Recoveries of accounts receivable previously reserved are recorded in the Consolidated Statements of Operations when received. At both December 31, 2009 and 2008, the Company’s three largest customers accounted for an aggregate of approximately 30% of outstanding accounts receivable.

Inventories:

Inventories are stated at the lower of cost or market value. Cost is principally determined by the first-in, first-out method. The Company records adjustments to the value of inventory based upon its forecasted plans to sell its inventories, as well as planned product discontinuances. The physical condition (e.g., age and quality) of the inventories is also considered in establishing the valuation.

Property, Plant and Equipment and Other Assets:

Property, plant and equipment is recorded at cost and is depreciated on a straight-line basis over the estimated useful lives of such assets as follows: land improvements, 20 to 40 years; buildings and improvements, 5 to 45 years; machinery and equipment, 3 to 17 years; and office furniture and fixtures and capitalized software, 2 to 12 years. Leasehold improvements are amortized over their estimated useful lives or the terms of the leases, whichever is shorter. Repairs and maintenance are charged to operations as incurred, and expenditures for additions and improvements are capitalized.

Long-lived assets, including fixed assets and intangibles other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, the Company estimates the undiscounted future cash flows (excluding interest) resulting from the use of the asset and its ultimate disposition. If the sum of the undiscounted cash flows (excluding interest) is less than the carrying value, the Company recognizes an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset.

Included in other assets are net permanent wall displays amounting to approximately $49.8 million and $56.1 million as of December 31, 2009 and 2008, respectively, which are amortized over a period of 1 to 3 years in the U.S. and generally over 3 to 5 years outside of the U.S. In the event of product discontinuances, from time to time the Company may accelerate the amortization of related permanent wall displays based on the estimated remaining useful life of the asset. Amortization expense for permanent wall displays for 2009, 2008 and 2007 was $40.2 million, $65.8 million and $73.8 million, respectively. The Company has included, in other assets, net costs related to the issuance of Products Corporation’s debt instruments amounting to approximately $27.7 million and $16.3 million as of December 31, 2009 and 2008, respectively, which are amortized over the terms of the related debt instruments. In addition, the Company has included, in other assets, trademarks, net, of $6.9 million as of both December 31, 2009 and 2008, and patents, net, of $1.0 million and $0.9 million as of December 31, 2009 and 2008, respectively. Patents and trademarks are recorded at cost and amortized ratably over approximately 10 years. Amortization expense for patents and trademarks for 2009, 2008 and 2007 was $1.4 million, $1.9 million and $1.9 million, respectively.

Intangible Assets Related to Businesses Acquired:

Intangible assets related to businesses acquired principally consist of goodwill, which represents the excess purchase price over the fair value of assets acquired. The Company accounts for its goodwill and intangible assets in accordance with the Intangibles — Goodwill and Other Topic of the FASB Accounting Standards Codification (“Intangibles — Goodwill and Other Topic”), and does not amortize its goodwill. The Company reviews its goodwill for impairment at least annually, or whenever events or changes in circumstances would indicate possible impairment. The Company performs its annual impairment test of goodwill as of September 30th. The Company compared its estimated fair value of the enterprise to its net assets and the fair value of the enterprise was substantially greater than the enterprise’s net assets. Based on the annual tests performed by the Company as of

F-8

September 30, 2009 and 2008, the Company concluded that no impairment of goodwill existed at either date. The Company operates in one reportable segment, which is also the only reporting unit for purposes of accounting for goodwill. Since the Company currently only has one reporting unit, all of the goodwill has been assigned to the enterprise as a whole.

The amount outstanding of goodwill, net, was $182.6 million at both December 31, 2009 and 2008. Accumulated amortization of goodwill aggregated $117.4 million at both December 31, 2009 and 2008. Amortization of goodwill ceased as of January 1, 2002 upon the Company’s adoption of the guidance set forth under the Intangibles — Goodwill and Other Topic of the FASB Accounting Standards Codification (the “Intangibles — Goodwill and Other Topic”).

In accordance with the Intangibles — Goodwill and Other Topic, the Company’s intangible assets with finite useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or changes in circumstances would indicate possible impairment.

Revenue Recognition:

Sales are recognized when revenue is realized or realizable and has been earned. The Company’s policy is to recognize revenue when risk of loss and title to the product transfers to the customer. Net sales is comprised of gross revenues less expected returns, trade discounts and customer allowances, which include costs associated with off-invoice mark-downs and other price reductions, as well as trade promotions and coupons. These incentive costs are recognized at the later of the date on which the Company recognizes the related revenue or the date on which the Company offers the incentive. The Company allows customers to return their unsold products if and when they meet certain Company-established criteria as outlined in the Company’s trade terms. The Company regularly reviews and revises, when deemed necessary, its estimates of sales returns based primarily upon the historical rate of actual product returns, planned product discontinuances, new product launches and estimates of customer inventory and promotional sales. The Company records sales returns as a reduction to sales and cost of sales, and an increase to accrued liabilities and inventories. Returned products, which are recorded as inventories, are valued based upon the amount that the Company expects to realize upon their subsequent disposition. The physical condition and marketability of the returned products are the major factors considered by the Company in estimating realizable value. Revenues derived from licensing arrangements, including any pre-payments, are recognized in the period in which they become due and payable, but not before the initial license term commences.

Cost of Sales:

Cost of sales includes all of the costs to manufacture the Company’s products. For products manufactured in the Company’s own facilities, such costs include raw materials and supplies, direct labor and factory overhead. For products manufactured for the Company by third-party contractors, such costs represent the amounts invoiced by the contractors. Cost of sales also includes the cost of refurbishing products returned by customers that will be offered for resale and the cost of inventory write-downs associated with adjustments of held inventories to net realizable value. These costs are reflected in the statement of operations when the product is sold and net sales revenues are recognized or, in the case of inventory write-downs, when circumstances indicate that the carrying value of inventories is in excess of its recoverable value. Additionally, cost of sales reflects the costs associated with any free products included as sales and promotional incentives. These incentive costs are recognized on the later of the date that the Company recognizes the related revenue or the date on which the Company offers the incentive.

Selling, General and Administrative Expenses:

Selling, general and administrative expenses (“SG&A”) include expenses to advertise the Company’s products, such as television advertising production costs and air-time costs, print advertising costs, promotional displays and consumer promotions. SG&A also includes the amortization of permanent wall displays and intangible assets, distribution costs (such as freight and handling), non-manufacturing overhead, principally personnel and related expenses, insurance and professional fees.

F-9

Advertising:

Advertising within SG&A includes television, print and other advertising production costs which are expensed the first time the advertising takes place. The costs of promotional displays are expensed in the period in which they are shipped to customers. Advertising expenses were $230.5 million, $260.2 million and $287.1 million for 2009, 2008 and 2007, respectively, and were included in SG&A in the Company’s Consolidated Statements of Operations. The Company also has various arrangements with customers pursuant to its trade terms to reimburse them for a portion of their advertising costs, which provide advertising benefits to the Company. Additionally, from time to time the Company may pay fees to customers in order to expand or maintain shelf space for its products. The costs that the Company incurs for “cooperative” advertising programs, end cap placement, shelf placement costs, slotting fees and marketing development funds, if any, are expensed as incurred and are netted against revenues on the Company’s Consolidated Statements of Operations.

Distribution Costs:

Costs, such as freight and handling costs, associated with product distribution are expensed within SG&A when incurred. Distribution costs were $58.7 million, $65.5 million and $65.6 million for 2009, 2008 and 2007, respectively.

Income Taxes:

Income taxes are calculated using the asset and liability method in accordance with the provisions of the Income Taxes Topic of the FASB Accounting Standards Codification (the “Income Taxes Topic”). Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

In addition, the Income Taxes Topic prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Income Taxes Topic also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. (See Note 12, “Income Taxes”).

Research and Development:

Research and development expenditures are expensed as incurred. The amounts charged against earnings in 2009, 2008 and 2007 for research and development expenditures were $23.9 million, $24.3 million and $24.4 million, respectively.

Foreign Currency Translation:

Assets and liabilities of foreign operations are translated into U.S. dollars at the rates of exchange in effect at the balance sheet date. Income and expense items are translated at the weighted average exchange rates prevailing during each period presented. Gains and losses resulting from foreign currency transactions are included in the results of operations. Gains and losses resulting from translation of financial statements of foreign subsidiaries and branches operating in non-hyperinflationary economies are recorded as a component of accumulated other comprehensive loss until either sale or upon complete or substantially complete liquidation by the Company of its investment in a foreign entity. To the extent that foreign subsidiaries and branches operate in hyperinflationary economies, non-monetary assets and liabilities are translated at historical rates and translation adjustments are included in the results of operations.

F-10

Venezuela

The Company makes its determination as to whether the Venezuelan economy is considered a highly inflationary economy under U.S. GAAP based upon a blended inflation index of the Venezuelan National Consumer Price Index (“NCPI”) and the Venezuelan Consumer Price Index (“CPI”). The Company uses Venezuela’s official exchange rate to translate the financial statements of its Venezuelan subsidiary and will continue to use the official exchange rate upon Venezuela reaching hyperinflationary status. (See Note 20, “Subsequent Events”, for details regarding Venezuela reaching highly inflationary status as of January 1, 2010 and the Venezuelan government’s announcement of the devaluation of its local currency on January 8, 2010.)

Classes of Stock:

Products Corporation designated 1,000 shares of preferred stock as the “RCPC Preferred Stock”, of which 546 shares are outstanding and all of which are held by Revlon, Inc. The holder of the RCPC Preferred Stock is not entitled to receive any dividends. The RCPC Preferred Stock is entitled to a liquidation preference of $100,000 per share before any distribution is made to the holder of Products Corporation’s common stock. The holder of the RCPC Preferred Stock does not have any voting rights, except as required by law. The RCPC Preferred Stock may be redeemed at any time by Products Corporation, at its option, for $100,000 per share. However, the terms of Products Corporation’s various debt agreements currently restrict Products Corporation’s ability to effect such redemption.

Stock-Based Compensation:

The Company recognizes stock option compensation expense based on the estimated grant date fair value using the Black-Scholes option valuation model.

Derivative Financial Instruments:

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative financial instruments are foreign currency exchange rate risk and interest rate risk. The Company uses derivative financial instruments, primarily (1) foreign currency forward exchange contracts (“FX Contracts”) intended for the purpose of managing foreign currency exchange risk by reducing the effects of fluctuations in foreign currency exchange rates on the Company’s net cash flows and (2) interest rate swap transactions intended for the purpose of managing interest rate risk by fixing the interest rate on a portion of Products Corporation’s indebtedness.

Foreign Currency Forward Exchange Contracts

The Company enters into FX Contracts primarily to hedge the anticipated net cash flows resulting from inventory purchases and intercompany payments denominated in currencies other than the local currencies of the Company’s foreign domestic operations. Such FX Contracts generally have maturities of less than one year. The Company does not apply hedge accounting to its FX Contracts. The Company records FX Contracts in its consolidated balance sheet at fair value and changes in fair value are immediately recognized in earnings. Fair value is determined by using observable market transactions of spot and forward rates.

Interest Rate Swap Transactions

Products Corporation’s 2008 Interest Rate Swap (as hereinafter defined) qualifies for hedge accounting treatment under the Derivatives and Hedging Topic of the FASB Accounting Standards Codification (the “Derivatives and Hedging Topic”) and has been designated as a cash flow hedge. Accordingly, the effective portion of the changes in fair value of the 2008 Interest Rate Swap is reported within the equity component of the Company’s other comprehensive loss. The ineffective portion of the changes in the fair value of the 2008 Interest Rate Swap, if any, is recognized in interest expense. Any unrecognized income (loss) accumulated in other comprehensive loss related to the 2008 Interest Rate Swap is recorded in the Company’s Statement of Operations, primarily in interest expense, when the underlying transactions hedged are realized.

F-11

Recent Accounting Pronouncements:

In May 2009, the FASB issued the Subsequent Events Topic of the FASB Accounting Standards Codification (the “Subsequent Events Topic”) to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, the Subsequent Events Topic sets forth: (a) the period after the balance sheet date during which management of a reporting entity shall evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (b) the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements; and (c) the disclosures that an entity shall make about events or transactions that occurred after the balance sheet date. The provisions of the Subsequent Events Topic are effective for interim or annual financial periods ending after June 15, 2009. The Company adopted the provisions of the Subsequent Events Topic effective as of June 30, 2009 and its adoption did not have a material impact on its results of operations, financial condition or its disclosures.

2.  DISCONTINUED OPERATIONS

In July 2008, the Company disposed of the non-core Bozzano business, a men’s hair care and shaving line of products, and certain other non-core brands, including Juvena and Aquamarine, which were sold only in the Brazilian market (the “Bozzano Sale Transaction”). The transaction was effected through the sale of the Company’s indirect Brazilian subsidiary, Ceil Comércio E Distribuidora Ltda. (“Ceil”), to Hypermarcas S.A., a Brazilian publicly-traded, consumer products corporation. The purchase price was approximately $107 million in cash, including approximately $3 million in cash on Ceil’s balance sheet on the closing date. Net proceeds, after the payment of taxes and transaction costs, were approximately $95 million.

(See Note 9, “Long-Term Debt”, regarding Products Corporation’s use of the $63 million of the net proceeds from the Bozzano Sale Transaction to repay $63 million in aggregate principal amount of the Senior Subordinated Term Loan.)

During 2008, the Company recorded a one-time gain from the Bozzano Sale Transaction of $45.2 million, net of taxes of $10.4 million. Included in this gain calculation is a $37.3 million elimination of currency translation adjustments.

The consolidated balance sheets at December 31, 2009 and 2008, respectively, were updated to reflect the assets and liabilities of the Ceil subsidiary as a discontinued operation. The following table summarizes the assets and liabilities of the discontinued operation, excluding intercompany balances eliminated in consolidation, at December 31, 2009 and 2008, respectively:

	December 31,		December 31,
	2009		2008
Assets:
Prepaid expenses and other	$	0.1	$	0.3
Total assets	$	0.1	$	0.3
Liabilities:
Accrued expenses and other	$	1.0	$	0.9
Total current liabilities		1.0		0.9
Other long-term liabilities		1.9		1.7
Total liabilities	$	2.9	$	2.6

F-12

The income statements for the year ended December 31, 2009, 2008 and 2007, respectively, were adjusted to reflect the Ceil subsidiary as a discontinued operation (which was previously reported in the Latin America region). The following table summarizes the results of the Ceil discontinued operations for each of the respective periods:

	Year Ended December 31,
	2009			2008			2007
Net sales	$	—		$	20.6		$	33.0
Operating income		—			0.1			2.6
Income before income taxes		—			0.1			3.4
(Benefit) provision for income taxes		(0.3	)		0.5			0.5
Net income (loss)		0.3			(0.4	)		2.9

3.   RESTRUCTURING COSTS AND OTHER, NET

During 2009, the Company recorded charges of $21.3 million in restructuring costs and other, net, which were comprised of:

•   a $20.8 million charge related to the worldwide organizational restructuring announced in May 2009 (the “May 2009 Program”), which involved consolidating certain functions; reducing layers of management, where appropriate, to increase accountability and effectiveness; streamlining support functions to reflect the new organizational structure; and further consolidating the Company’s office facilities in New Jersey;

•   $1.3 million of charges related to employee severance and other employee-related termination costs related to restructuring actions in the U.K., Mexico and Argentina announced in the first quarter of 2009 (together with the May 2009 Program, the “2009 Programs”); and

•   a $0.8 million charge related to the 2008 Programs (as hereinafter defined);

with the foregoing partially offset by

•   income of $1.6 million related to the sale of a facility in Argentina in the first quarter of 2009.

The $20.8 million of charges related to the May 2009 Program have been or will be paid out as follows: $11.0 million paid in 2009, $7.1 million expected to be paid in 2010 and the balance of $2.7 million expected to be paid thereafter.

During 2008, the Company recorded income of $8.4 million to restructuring costs and other, net, primarily due to a gain of $7.0 million related to the sale of a facility in Mexico and a net gain of $5.9 million related to the sale of a non-core trademark. In addition, during 2008 the Company reduced by $0.4 million restructuring costs that were associated with certain restructurings announced in 2006 (the “2006 Programs”), primarily due to the charges for employee severance and other employee-related termination costs being slightly lower than originally estimated. These gains were partially offset by a charge of $4.9 million for certain restructuring activities in 2008, of which $0.8 million related to a restructuring in Canada, $1.1 million related to the Company’s decision to close and sell its facility in Mexico, $2.9 million related to the Company’s realignment of certain functions within customer business development, information management and administrative services in the U.S. and $0.1 million related other various restructurings (together the “2008 Programs”).

In addition to the $3.0 million of remaining net charges related to the 2008 Programs as of December 31, 2008, the Company incurred an additional $0.8 million in expenses related to the 2008 Programs during 2009, for a total of $3.8 million. $3.5 million of such $3.8 million of remaining charges were paid out in 2009 and the remaining $0.3 million is expected to be paid out in 2010.

Restructuring programs implemented in 2007 (the “2007 Programs”) primarily related to the closure of the Company’s facility in Irvington, New Jersey and personnel reductions in the Company’s information management function and its sales force in Canada.

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Details of the activity described above during 2009, 2008 and 2007 are as follows:

	Balance
	Beginning of		Expenses,			Utilized, Net						Balance
	Year		Net			Cash			Noncash			End of Year
2009
Employee severance and other personnel benefits:
2006 Programs	$	0.3	$	—		$	(0.3	)	$	—		$	—
2007 Programs		0.1		—			(0.1	)		—			—
2008 Programs		3.0		0.8			(3.5	)		—			0.3
2009 Programs		—		19.5			(11.9	)		—			7.6
		3.4		20.3			(15.8	)		—			7.9
Leases and equipment write-offs		—		2.6			(0.3	)		—			2.3
Total restructuring accrual	$	3.4		22.9		$	(16.1	)	$	—		$	10.2
Gain on sale of Argentina facility				(1.6	)
Total restructuring costs and other, net			$	21.3
2008
Employee severance and other personnel benefits:
2006 Programs	$	4.1	$	(0.4	)	$	(3.4	)	$	—		$	0.3
2007 Programs		0.6		—			(0.5	)		—			0.1
2008 Programs		—		4.9			(1.7	)		(0.2	)		3.0
		4.7		4.5			(5.6	)		(0.2	)		3.4
Leases and equipment write-offs		0.2		—			(0.2	)		—			—
Total restructuring accrual	$	4.9		4.5		$	(5.8	)	$	(0.2	)	$	3.4
Gain on sale of Mexico facility				(7.0	)
Gain on sale of non-core trademark				(5.9	)
Total restructuring costs and other, net			$	(8.4	)
2007
Employee severance and other personnel benefits:
2003 programs	$	0.1	$	—		$	(0.1	)	$	—		$	—
2004 programs		0.1		—			(0.1	)		—			—
2006 Programs		17.2		4.4			(16.2	)		(1.3	)		4.1
Other 2006 programs		0.1		—			(0.1	)		—			—
2007 Programs		—		2.9			(2.3	)		—			0.6
		17.5		7.3			(18.8	)		(1.3	)		4.7
Leases and equipment write-offs		0.4		—			—			(0.2	)		0.2
Total restructuring costs and other, net	$	17.9	$	7.3		$	(18.8	)	$	(1.5	)	$	4.9

As of December 31, 2009, 2008 and 2007, the unpaid balance of the restructuring costs and other, net for reserves, was included in “Accrued expenses and other” and “Other long-term liabilities” in the Company’s Consolidated Balance Sheets. The remaining balance at December 31, 2009 for employee severance and other personnel benefits is $10.2 million, of which $7.5 million is expected to be paid by the end of 2010 and the balance of $2.7 million is expected to be paid thereafter.

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4.  INVENTORIES

	December 31,
	2009		2008
Raw materials and supplies	$	42.7	$	57.6
Work-in-process		12.0		16.6
Finished goods		64.5		80.0
	$	119.2	$	154.2

5.  PREPAID EXPENSES AND OTHER

	December 31,
	2009		2008
Prepaid expenses	$	22.3	$	22.9
Other		68.6		57.6
	$	90.9	$	80.5

6.  PROPERTY, PLANT AND EQUIPMENT, NET

	December 31,
	2009			2008
Land and improvements	$	1.9		$	2.0
Building and improvements		62.0			59.9
Machinery, equipment and capital leases		135.1			129.9
Office furniture, fixtures and capitalized software		102.6			97.4
Leasehold improvements		11.8			10.8
Construction-in-progress		11.4			10.1
		324.8			310.1
Accumulated depreciation		(213.1	)		(197.3	)
	$	111.7		$	112.8

Depreciation expense for the years ended December 31, 2009, 2008 and 2007 was $17.5 million, $17.8 million and $19.8 million, respectively.

7.  ACCRUED EXPENSES AND OTHER

	December 31,
	2009		2008
Sales returns and allowances	$	83.3	$	87.3
Advertising and promotional costs		34.1		30.9
Compensation and related benefits		35.9		41.4
Interest		7.4		14.7
Taxes		16.1		15.4
Restructuring costs		7.6		3.4
Derivative financial instruments		3.5		5.7
Other		21.0		26.6
	$	208.9	$	225.4

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8.  SHORT-TERM BORROWINGS

Products Corporation had outstanding short-term bank borrowings (excluding borrowings under the 2006 Credit Agreements, which are reflected in Note 9, “Long-Term Debt”), aggregating $0.3 million and $0.5 million at December 31, 2009 and 2008, respectively. The weighted average interest rate on these short-term borrowings outstanding at December 31, 2009 and 2008 was 6.0% and 8.0%, respectively.

9.  LONG-TERM DEBT

	December 31,
	2009			2008
2006 Term Loan Facility due 2012 (See (a) below)	$	815.0		$	833.7
2006 Revolving Credit Facility due 2012 (See (a) below)		—			—
91/2% Senior Notes due 2011, net of discounts (See (b) below)		—			388.2
93/4% Senior Secured Notes due 2015, net of discounts (See (c) below)		326.4			—
Contributed Loan portion of the Senior Subordinated Term Loan due 2013 (See (d) below)		48.6			48.6
Non-Contributed Loan portion of the Senior Subordinated Term Loan due 2014 (See (d) below)		58.4			58.4
Other long-term debt		—			0.2
		1,248.4			1,329.1
Less current portion		(13.6	)(*)		(18.9	)
	$	1,234.8		$	1,310.2

(*) The Company classified $13.6 million of long-term debt as a current liability, which is comprised of the Company’s required “excess cash flow” payment (as defined under the 2006 Term Loan Agreement) to be made in 2010. (See below under “2006 Credit Agreements”).

The Company completed several significant financing transactions during 2009 and 2008.

Recent Transactions

Exchange Offer and Extension of the Maturity of the Senior Subordinated Term Loan

In October 2009, Revlon, Inc. consummated its voluntary exchange offer (as amended, the “Exchange Offer”) in which Revlon, Inc. issued to stockholders (other than MacAndrews & Forbes and its affiliates) 9,336,905 shares of Series A preferred stock, par value $0.01 per share (the “Preferred Stock”), in exchange for the same number of shares of Class A Common Stock tendered for exchange in the Exchange Offer. Upon consummation of the Exchange Offer, MacAndrews & Forbes contributed to Revlon, Inc. $48.6 million of the $107.0 million aggregate outstanding principal amount of the Senior Subordinated Term Loan made by MacAndrews & Forbes to Products Corporation (the “Contributed Loan”) and the terms of the Senior Subordinated Term Loan Agreement were amended to extend the maturity date on the Contributed Loan which remains owing from Products Corporation to Revlon, Inc. from August 2010 to October 8, 2013, to change the annual interest rate on the Contributed Loan from 11% to 12.75%, to extend the maturity date on the $58.4 million principal amount of the Senior Subordinated Term Loan which remains owing from Products Corporation to MacAndrews & Forbes (the “Non-Contributed Loan”) from August 2010 to October 8, 2014 and to change the annual interest rate on the Non-Contributed Loan from 11% to 12%. (See “Senior Subordinated Term Loan Agreement” in this Note 9 for details regarding such amended terms).

Refinancing of the 91/2% Senior Notes

In November 2009, Products Corporation issued and sold $330.0 million in aggregate principal amount of 93/4% Senior Secured Notes due November 15, 2015 (as hereinafter defined) in a private placement which was priced at 98.9% of par. (See “2006 Credit Agreements” in this Note 9).

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Products Corporation used the $319.8 million of net proceeds from the 93/4% Senior Secured Notes (net of original issue discount and underwriters fees), together with $42.6 million of other cash and borrowings under the 2006 Revolving Credit Facility, to repay or redeem all of the $340.5 million aggregate principal amount outstanding of Products Corporation’s 91/2% Senior Notes due April 1, 2011 (the “91/2% Senior Notes”), plus an aggregate of $21.9 million for accrued interest, applicable redemption and tender premiums and fees and expenses related to refinancing the 91/2% Senior Notes, as well as the amendments to the 2006 Credit Agreements required to permit such refinancing to be conducted on a secured basis. On or before May 12, 2010, as required by the terms of the 93/4% Senior Secured Notes indenture, the Company expects to (i) file a registration statement with the SEC with respect to a registered offer to exchange the 93/4% Senior Secured Notes for new exchange notes having terms substantially identical in all material respects to the notes (with the exception of certain transfer restrictions, registration rights and penalty interest rate provisions) or (ii) file a shelf registration statement with respect to resales of the 93/4% Senior Secured Notes. In connection with this refinancing transaction, the Company recognized a loss on the extinguishment of debt of $13.5 million, which was partially offset by a $7.7 million gain on the repurchases of an aggregate principal amount of $49.5 million of the 91/2% Senior Notes prior to their complete refinancing in November 2009 at an aggregate purchase price of $41.0 million, which is net of the write-off of the ratable portion of unamortized debt discounts and deferred financing fees resulting from such repurchases.

2008 Transactions

Full Repayment of the 85/8% Senior Subordinated Notes with the Senior Subordinated Term Loan

In January 2008, Products Corporation entered into the Senior Subordinated Term Loan Agreement with MacAndrews & Forbes (the “Senior Subordinated Term Loan”) and on February 1, 2008, Products Corporation used the $170.0 million proceeds of such loan to repay in full the approximately $167.4 million remaining aggregate principal amount of Products Corporation’s 85/8% Senior Subordinated Notes due February 1, 2008 (the “85/8% Senior Subordinated Notes”), which matured on February 1, 2008, and to pay $2.55 million of related fees and expenses. In connection with such repayment, Products Corporation also paid from cash on hand approximately $7.2 million of accrued and unpaid interest due on the 85/8% Senior Subordinated Notes up to, but not including, the February 1, 2008 maturity date.

In September 2008, Products Corporation used $63.0 million of the net proceeds from the Bozzano Sale Transaction to partially repay $63.0 million in aggregate principal amount of the Senior Subordinated Term Loan. Following such partial repayment and through the completion of the Exchange Offer, there remained outstanding $107.0 million in aggregate principal amount under the Senior Subordinated Term Loan.

(a)   2006 Credit Agreements:

In December 2006, Products Corporation entered into a 5-year, $840.0 million term loan facility (the “2006 Term Loan Facility”) pursuant to the term loan agreement (the “2006 Term Loan Agreement”), dated as of December 20, 2006, among Products Corporation, as borrower, the lenders party thereto, Citicorp USA, Inc., as administrative agent and collateral agent, Citigroup Global Markets Inc., as sole lead arranger and sole bookrunner, and JPMorgan Chase Bank, N.A., as syndication agent. In December 2006, Products Corporation also amended and restated the 2004 multi-currency facility (the “2006 Revolving Credit Facility” and together with the 2006 Term Loan Facility the “2006 Credit Facilities”) by entering into the $160.0 million asset-based, multi-currency revolving credit agreement that amended and restated the 2004 credit agreement (the “2006 Revolving Credit Agreement” and together with the 2006 Term Loan Agreement, the “2006 Credit Agreements”). The 2006 Credit Facilities mature on January 15, 2012.

Availability under the 2006 Revolving Credit Facility varies based on a borrowing base that is determined by the value of eligible accounts receivable and eligible inventory in the U.S. and the U.K. and eligible real property and equipment in the U.S. from time to time.

In each case subject to borrowing base availability, the 2006 Revolving Credit Facility is available to:

(i)	Products Corporation in revolving credit loans denominated in U.S. dollars;
(ii)	Products Corporation in swing line loans denominated in U.S. dollars up to $30.0 million;

F-17

(iii)	Products Corporation in standby and commercial letters of credit denominated in U.S. dollars and other currencies up to $60.0 million; and
(iv)	Products Corporation and certain of its international subsidiaries designated from time to time in revolving credit loans and bankers’ acceptances denominated in U.S. dollars and other currencies.

If the value of the eligible assets is not sufficient to support a $160.0 million borrowing base under the 2006 Revolving Credit Facility, Products Corporation will not have full access to the 2006 Revolving Credit Facility. Products Corporation’s ability to make borrowings under the 2006 Revolving Credit Facility is also conditioned upon the satisfaction of certain conditions precedent and Products Corporation’s compliance with other covenants in the 2006 Revolving Credit Facility, including a fixed charge coverage ratio that applies if and when the “excess borrowing base” (representing the difference between (1) the borrowing base under the 2006 Revolving Credit Facility and (2) the amounts outstanding under such facility) is less than $20.0 million.

Borrowings under the 2006 Revolving Credit Facility (other than loans in foreign currencies) bear interest at a rate equal to, at Products Corporation’s option, either (i) the Eurodollar Rate plus 2.00% per annum or (ii) the Alternate Base Rate plus 1.00% per annum. Loans in foreign currencies bear interest in certain limited circumstances, or if mutually acceptable to Products Corporation and the relevant foreign lenders, at the Local Rate, and otherwise at the Eurocurrency Rate, in each case plus 2.00%. At December 31, 2009, there were no borrowings under the 2006 Revolving Credit Facility.

Products Corporation pays to the lenders under the 2006 Revolving Credit Facility a commitment fee of 0.30% of the average daily unused portion of the 2006 Revolving Credit Facility, which fee is payable quarterly in arrears. Under the 2006 Revolving Credit Facility, Products Corporation pays:

(i)	to foreign lenders a fronting fee of 0.25% per annum on the aggregate principal amount of specified Local Loans (which fee is retained by foreign lenders out of the portion of the Applicable Margin payable to such foreign lender);
(ii)	to foreign lenders an administrative fee of 0.25% per annum on the aggregate principal amount of specified Local Loans;
(iii)	to the multi-currency lenders a letter of credit commission equal to the product of (a) the Applicable Margin for revolving credit loans that are Eurodollar Rate loans (adjusted for the term that the letter of credit is outstanding) and (b) the aggregate undrawn face amount of letters of credit; and
(iv)	to the issuing lender, a letter of credit fronting fee of 0.25% per annum of the aggregate undrawn face amount of letters of credit, which fee is a portion of the Applicable Margin.

Under the 2006 Term Loan Facility, Eurodollar Loans bear interest at the Eurodollar Rate plus 4.00% per annum and Alternate Base Rate loans bear interest at the Alternate Base Rate plus 3.00% per annum. At December 31, 2009, the effective weighted average interest rate for borrowings under the 2006 Term Loan Facility was 4.26%.

Prior to the termination date of the 2006 Term Loan Facility, on April 15, July 15, October 15 and January 15 of each year (which commenced April 15, 2008), Products Corporation is required to repay $2.1 million of the principal amount of the term loans outstanding under the 2006 Term Loan Facility on each respective date. In January 2009, Products Corporation made a required quarterly amortization payment of $2.1 million under the 2006 Term Loan Facility and in February 2009, Products Corporation repaid $16.6 million in principal amount under the 2006 Term Loan Facility, pursuant to the requirement under the 2006 Term Loan Agreement to repay term loan indebtedness with 50% of its 2008 “excess cash flow” (as defined under such agreement), which repayment satisfied Products Corporation’s required quarterly term loan amortization payments of $2.1 million per quarter that would otherwise have been due on April 15, 2009, July 15, 2009, October 15, 2009, January 15, 2010, April 15, 2010, July 15, 2010, October 15, 2010 and $1.9 million of the amortization payment otherwise due on January 15, 2011. Prior to April 9, 2010, Products Corporation will be required to repay approximately $13.6 million of term loan indebtedness, representing 50% of its 2009 “excess cash flow” (as defined under the 2006 Term Loan Agreement), which repayment would satisfy Products Corporation’s required term loan amortization payment of $0.2 million due on January 15, 2011, and quarterly amortization payments of $2.1 million that otherwise would

F-18

have been due on April 15, 2011, July 15, 2011 and October 15, 2011 and $7.1 million of the amount remaining due under the 2006 Term Loan Facility upon maturity. In addition, the term loans under the 2006 Term Loan Facility are required to be prepaid with:

(i)

the net proceeds in excess of $10.0 million for each twelve-month period ending on July 9 received during such period from sales of Term Loan First Lien Collateral (as defined below) by Products Corporation or any of its subsidiary guarantors (subject to carryover of unused annual basket amounts up to a maximum of $25.0 million and subject to certain specified dispositions up to an additional $25.0 million in the aggregate); and

(ii)

the net proceeds from the issuance by Products Corporation or any of its subsidiaries of certain additional debt.

Under certain circumstances, Products Corporation will have the right to request the 2006 Revolving Credit Facility to be increased by up to $50.0 million.

The 2006 Credit Facilities are supported by, among other things, guarantees from Revlon, Inc. and, subject to certain limited exceptions, Products Corporation’s domestic subsidiaries. The obligations of Products Corporation under the 2006 Credit Facilities and the obligations under such guarantees are secured by, subject to certain limited exceptions, substantially all of the assets of Products Corporation and the guarantors, including:

(i)	mortgages on owned real property, including Products Corporation’s facility in Oxford, North Carolina and property in Irvington, New Jersey;
(ii)	the capital stock of Products Corporation and the subsidiary guarantors and 66% of the capital stock of Products Corporation’s and the subsidiary guarantors’ first-tier foreign subsidiaries;
(iii)	intellectual property and other intangible property of Products Corporation and the subsidiary guarantors; and

(iv)  inventory, accounts receivable, equipment, investment property and deposit accounts of Products Corporation and the subsidiary guarantors.

The liens on, among other things, inventory, accounts receivable, deposit accounts, investment property (other than the capital stock of Products Corporation and its subsidiaries), real property, equipment, fixtures and certain intangible property related thereto secure the 2006 Revolving Credit Facility on a first priority basis, the 2006 Term Loan Facility on a second priority basis and the 93/4% Senior Secured Notes and the related guarantees on a third priority basis. The liens on the capital stock of Products Corporation and its subsidiaries and intellectual property and certain other intangible property (the “Term Loan First Lien Collateral”) secure the 2006 Term Loan Facility on a first priority basis and the 2006 Revolving Credit Facility and the 93/4% Senior Secured Notes and the related guarantees on a second priority basis. Such arrangements are set forth in the Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of November 23, 2009, by and among Products Corporation and Citicorp USA, Inc. as collateral agent for the benefit of the secured parties for the 2006 Term Loan Facility, 2006 Revolving Credit Facility and the 93/4% Senior Secured Notes (the “2009 Intercreditor Agreement”). The 2009 Intercreditor Agreement also provides that the liens referred to above may be shared from time to time, subject to certain limitations, with specified types of other obligations incurred or guaranteed by Products Corporation, such as foreign exchange and interest rate hedging obligations (including the 2008 Interest Rate Swap in connection with indebtedness outstanding under the 2006 Term Loan Facility) and foreign working capital lines.

Each of the 2006 Credit Facilities contains various restrictive covenants prohibiting Products Corporation and its subsidiaries from:

(i)  incurring additional indebtedness or guarantees, with certain exceptions;

F-19

(ii)  making dividend and other payments or loans to Revlon, Inc. or other affiliates, with certain exceptions, including among others:

(a)	exceptions permitting Products Corporation to pay dividends or make other payments to Revlon, Inc. to enable it to, among other things, pay expenses incidental to being a public holding company, including, among other things, professional fees such as legal, accounting and insurance fees, regulatory fees, such as SEC filing fees and NYSE listing fees, and other expenses related to being a public holding company;
(b)	subject to certain circumstances, to finance the purchase by Revlon, Inc. of its Class A Common Stock in connection with the delivery of such Class A Common Stock to grantees under the Stock Plan and/or the payment of withholding taxes in connection with the vesting of restricted stock awards under such plan; and
(c)	subject to certain limitations, to pay dividends or make other payments to finance the purchase, redemption or other retirement for value by Revlon, Inc. of stock or other equity interests or equivalents in Revlon, Inc. held by any current or former director, employee or consultant in his or her capacity as such;

(iii)	creating liens or other encumbrances on Products Corporation’s or its subsidiaries’ assets or revenues, granting negative pledges or selling or transferring any of Products Corporation’s or its subsidiaries’ assets, all subject to certain limited exceptions;
(iv)	with certain exceptions, engaging in merger or acquisition transactions;
(v)	prepaying indebtedness and modifying the terms of certain indebtedness and specified material contractual obligations, subject to certain exceptions;
(vi)	making investments, subject to certain exceptions; and
(vii)	entering into transactions with affiliates of Products Corporation other than upon terms no less favorable to Products Corporation or its subsidiaries than it would obtain in an arms’ length transaction.

In November 2009, the 2006 Credit Agreements were amended to permit Products Corporation to refinance its 91/2% Senior Notes on a secured basis, which refinancing Products Corporation completed in November 2009 by the issuance of the 93/4% Senior Secured Notes.

In addition to the foregoing, the 2006 Term Loan Facility contains a financial covenant limiting Products Corporation’s senior secured leverage ratio (the ratio of Products Corporation’s Senior Secured Debt (excluding debt outstanding under the 2006 Revolving Credit Facility) to EBITDA, as each such term is defined in the 2006 Term Loan Facility) to 5.0 to 1.0 for each period of four consecutive fiscal quarters ending during the period from December 31, 2008 to the January 2012 maturity date of the 2006 Term Loan Facility.

Under certain circumstances if and when the difference between (i) the borrowing base under the 2006 Revolving Credit Facility and (ii) the amounts outstanding under the 2006 Revolving Credit Facility is less than $20.0 million for a period of 30 consecutive days or more, the 2006 Revolving Credit Facility requires Products Corporation to maintain a consolidated fixed charge coverage ratio (the ratio of EBITDA minus Capital Expenditures to Cash Interest Expense for such period, as each such term is defined in the 2006 Revolving Credit Facility) of 1.0 to 1.0.

The events of default under each 2006 Credit Facility include customary events of default for such types of agreements, including, among others:

(i)	nonpayment of any principal, interest or other fees when due, subject in the case of interest and fees to a grace period;
(ii)	non-compliance with the covenants in such 2006 Credit Facility or the ancillary security documents, subject in certain instances to grace periods;

F-20

(iii)	the institution of any bankruptcy, insolvency or similar proceedings by or against Products Corporation, any of Products Corporation’s subsidiaries or Revlon, Inc., subject in certain instances to grace periods;
(iv)	default by Revlon, Inc. or any of its subsidiaries (A) in the payment of certain indebtedness when due (whether at maturity or by acceleration) in excess of $5.0 million in aggregate principal amount or (B) in the observance or performance of any other agreement or condition relating to such debt, provided that the amount of debt involved is in excess of $5.0 million in aggregate principal amount, or the occurrence of any other event, the effect of which default referred to in this subclause (iv) is to cause or permit the holders of such debt to cause the acceleration of payment of such debt;
(v)	in the case of the 2006 Term Loan Facility, a cross default under the 2006 Revolving Credit Facility, and in the case of the 2006 Revolving Credit Facility, a cross default under the 2006 Term Loan Facility;
(vi)	the failure by Products Corporation, certain of Products Corporation’s subsidiaries or Revlon, Inc. to pay certain material judgments;
(vii)	a change of control such that (A) Revlon, Inc. shall cease to be the beneficial and record owner of 100% of Products Corporation’s capital stock, (B) Ronald O. Perelman (or his estate, heirs, executors, administrator or other personal representative) and his or their controlled affiliates shall cease to “control” Products Corporation, and any other person or group of persons owns, directly or indirectly, more than 35% of the total voting power of Products Corporation, (C) any person or group of persons other than Ronald O. Perelman (or his estate, heirs, executors, administrator or other personal representative) and his or their controlled affiliates shall “control” Products Corporation or (D) during any period of two consecutive years, the directors serving on Products Corporation’s Board of Directors at the beginning of such period (or other directors nominated by at least 662/3% of such continuing directors) shall cease to be a majority of the directors;
(viii)	the failure by Revlon, Inc. to contribute to Products Corporation all of the net proceeds it receives from any sale of its equity securities or Products Corporation’s capital stock, subject to certain limited exceptions;
(ix)	the conduct by Revlon, Inc. of any meaningful business activities other than those that are customary for a publicly traded holding company which is not itself an operating company, including the ownership of meaningful assets (other than Products Corporation’s capital stock) or the incurrence of debt, in each case subject to limited exceptions; and
(x)	the failure of certain of Products Corporation’s affiliates which hold Products Corporation’s or its subsidiaries’ indebtedness to be party to a valid and enforceable agreement prohibiting such affiliate from demanding or retaining payments in respect of such indebtedness.

If Products Corporation is in default under the senior secured leverage ratio under the 2006 Term Loan Facility or the consolidated fixed charge coverage ratio under the 2006 Revolving Credit Facility, Products Corporation may cure such default by issuing certain equity securities to, or receiving capital contributions from, Revlon, Inc. and applying such cash which is deemed to increase EBITDA for the purpose of calculating the applicable ratio. This cure right may be exercised by Products Corporation two times in any four quarter period. Products Corporation was in compliance with all applicable covenants under the 2006 Credit Agreements as of December 31, 2009.

At December 31, 2009, the aggregate principal amount outstanding under the 2006 Term Loan Facility was $815.0 million. At December 31, 2009, availability under the $160.0 million 2006 Revolving Credit Facility, based upon the calculated borrowing base less approximately $12.2 million of outstanding letters of credit and nil then drawn on the 2006 Revolving Credit Facility, was approximately $110.9 million.

F-21

(b)   91/2% Senior Notes due 2011:

See “93/4% Senior Secured Notes due 2015” regarding the complete refinancing of the 91/2% Senior Notes in November 2009.

(c)   93/4% Senior Secured Notes due 2015:

In November 2009, Products Corporation issued and sold $330.0 million in aggregate principal amount of the 93/4% Senior Secured Notes due November 15, 2015 (the “93/4% Senior Secured Notes”) in a private placement which was priced at 98.9% of par, receiving net proceeds (net of original issue discount and underwriters fees) of $319.8 million. Including the amortization of the original issue discount, the effective interest rate on the 93/4% Senior Secured Notes is 10%. In connection with and prior to the issuance of the 93/4% Senior Secured Notes, Products Corporation entered into amendments to the 2006 Credit Agreements to permit the issuance of the 93/4% Senior Secured Notes on a secured basis and incurred $4.7 million of related fees and expenses. The Company capitalized $4.5 million of such fees and expenses which will be amortized over the remaining life of the 2006 Credit Agreements. (See “2006 Credit Agreements” in this Note 9). In addition, the Company incurred $10.5 million of fees and expenses related to the issuance of the 93/4% Senior Secured Notes, all of which the Company capitalized and which will be amortized over the remaining life of the 93/4% Senior Secured Notes.

The $319.8 million of net proceeds, together with $42.6 million of other cash and borrowings under the 2006 Revolving Credit Facility, were used to repay or redeem all of the $340.5 million aggregate principal amount outstanding of Products Corporation’s 91/2% Senior Notes due April 1, 2011, plus an aggregate of $21.9 million for accrued interest, applicable redemption and tender premiums and fees and expenses related to refinancing the 91/2% Senior Notes, as well as the amendments to the 2006 Credit Agreements required to permit such refinancing to be conducted on a secured basis. On or before May 12, 2010, as required by the terms of the 93/4% Senior Secured Notes indenture, the Company expects to (i) file a registration statement with the SEC with respect to a registered offer to exchange the 93/4% Senior Secured Notes for new exchange notes having terms substantially identical in all material respects to the notes (with the exception of certain transfer restrictions, registration rights and penalty interest rate provisions) or (ii) file a shelf registration statement with respect to resales of the 93/4% Senior Secured Notes.

The 93/4% Senior Secured Notes were issued pursuant to an indenture, dated as of November 23, 2009 (the “93/4% Senior Secured Notes Indenture”), among Products Corporation, Revlon, Inc. and Products Corporation’s domestic subsidiaries (subject to certain limited exceptions) (the “Subsidiary Guarantors” and, collectively with Revlon, Inc., the “Guarantors”), which Guarantors also currently guarantee Products Corporation’s 2006 Credit Agreements, and U.S. Bank National Association, as trustee. The 93/4% Senior Secured Notes are supported by guarantees from the Guarantors.

The 93/4% Senior Secured Notes and the related guarantees are secured, subject to certain permitted liens:

•   together with the obligations under the 2006 Revolving Credit Agreement (on an equal and ratable basis), by a second-priority lien on the collateral that is subject to a first-priority lien securing Products Corporation’s obligations under the 2006 Term Loan Agreement (i.e., substantially all of Products Corporation’s and the Subsidiary Guarantors’ intellectual property and intangibles, all of the capital stock of Products Corporation and the Subsidiary Guarantors and 66% of the capital stock of Products Corporation’s and the Subsidiary Guarantors’ first-tier foreign subsidiaries and certain other assets of Products Corporation and the Subsidiary Guarantors (excluding the assets described below)), subject to certain limited exceptions; and

•   by a third-priority lien on the collateral that is subject to a first-priority lien securing Products Corporation’s obligations under the 2006 Revolving Credit Agreement and subject to a second-priority lien securing Products Corporation’s obligations under the 2006 Term Loan Agreement (i.e., substantially all of Products Corporation’s and the Subsidiary Guarantors’ inventory, accounts receivable, equipment, investment property, deposit accounts and certain real estate), subject to certain limited exceptions.

The liens securing the 93/4% Senior Secured Notes and the related guarantees are subject to the provisions of an intercreditor agreement, which, among other things, governs the priority of the liens on the collateral securing the

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93/4% Senior Secured Notes and provides different rights as to enforcement, procedural provisions and other similar matters for holders of liens securing Products Corporation’s obligations under the 2006 Revolving Credit Agreement and the 2006 Term Loan Agreement.

The 93/4% Senior Secured Notes are senior secured obligations of Products Corporation and rank pari passu in right of payment with all existing and future senior indebtedness of Products Corporation and the Guarantors, including the indebtedness under the 2006 Credit Agreements, and are senior in right of payment to all of Products Corporation’s and the Guarantors’ present and future indebtedness that is expressly subordinated in right of payment (including the Contributed Loan and the Non-Contributed Loan). The 93/4% Senior Secured Notes are effectively subordinated to the outstanding indebtedness and other liabilities of Products Corporation’s non-guarantor subsidiaries. The 93/4% Senior Secured Notes mature on November 15, 2015. Interest is payable on May 15 and November 15 of each year, beginning May 15, 2010.

The 93/4% Senior Secured Notes may be redeemed at the option of Products Corporation:

•   in an amount up to an aggregate of 35% of the original principal amount issued under the 93/4% Senior Secured Notes Indenture, from time to time prior to November 15, 2012, with the proceeds of certain equity offerings, at a purchase price equal to 109.750% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption;

•   in whole or in part at any time prior to November 15, 2012 at a redemption price equal to the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, plus the applicable premium (as specified in the 93/4% Senior Secured Notes Indenture); and

•   in whole or in part at any time after November 15, 2012 at various fixed prices specified in the 93/4% Senior Secured Notes Indenture.

Upon a Change in Control (as defined in the 93/4% Senior Secured Notes Indenture), subject to certain conditions, each holder of the 93/4% Senior Secured Notes will have the right to require Products Corporation to repurchase all or a portion of such holder’s 93/4% Senior Secured Notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase.

The 93/4% Senior Secured Notes Indenture contains covenants that, among other things, limit (i) the issuance of additional debt and redeemable stock by Products Corporation; (ii) the incurrence of liens; (iii) the issuance of debt and preferred stock by Products Corporation’s subsidiaries; (iv) the payment of dividends on capital stock of Products Corporation and its subsidiaries and the redemption of capital stock of Products Corporation and certain subordinated obligations; (v) the sale of assets and subsidiary stock by Products Corporation; (vi) transactions with affiliates of Products Corporation; (vii) consolidations, mergers and transfers of all or substantially all Products Corporation’s assets; and (viii) certain restrictions on transfers of assets by or distributions from subsidiaries of Products Corporation. All of these limitations and prohibitions, however, are subject to a number of qualifications and exceptions, which are specified in the 93/4% Senior Secured Notes Indenture.

The 93/4% Senior Secured Notes Indenture contains customary events of default for debt instruments of such type and includes a cross acceleration provision which provides that it shall be an event of default if any debt (as defined in such indenture) of Products Corporation or any of its significant subsidiaries (as defined in such indenture) is not paid within any applicable grace period after final maturity or is accelerated by the holders of such debt because of a default and the total principal amount of the portion of such debt that is unpaid or accelerated exceeds $25.0 million and such default continues for 10 days after notice from the trustee under such indenture. If any such event of default occurs, the trustee under such indenture or the holders of at least 30% in aggregate principal amount of the outstanding notes under such indenture may declare all such notes to be due and payable immediately, provided that the holders of a majority in aggregate principal amount of the outstanding notes under such indenture may, by notice to the trustee, waive any such default or event of default and its consequences under such indenture.

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(d)   Senior Subordinated Term Loan Agreement

In January 2008, Products Corporation entered into the Senior Subordinated Term Loan Agreement with MacAndrews & Forbes and on February 1, 2008 used the $170.0 million of proceeds from such loan to repay in full the $167.4 million remaining aggregate principal amount of Products Corporation’s 85/8% Senior Subordinated Notes, which matured on February 1, 2008, and to pay $2.55 million of related fees and expenses. In connection with such repayment, Products Corporation also used cash on hand to pay $7.2 million of accrued and unpaid interest due on the 85/8% Senior Subordinated Notes up to, but not including, the February 1, 2008 maturity date.

In September 2008, Products Corporation used $63.0 million of the net proceeds from the Bozzano Sale Transaction to partially repay $63.0 million of the outstanding aggregate principal amount of the Senior Subordinated Term Loan. Following such partial repayment, there remained outstanding $107.0 million in aggregate principal amount under such loan. Upon consummation of the Exchange Offer, MacAndrews & Forbes contributed to Revlon, Inc. the $48.6 million Contributed Loan, representing $5.21 of outstanding principal amount for each of the 9,336,905 shares of Class A Common Stock exchanged in the Exchange Offer, and Revlon, Inc. issued to MacAndrews & Forbes 9,336,905 shares of Class A Common Stock at a ratio of one share of Class A Common Stock for each $5.21 of outstanding principal amount of the Senior Subordinated Term Loan contributed to Revlon. Also, upon consummation of the Exchange Offer, the terms of the Senior Subordinated Term Loan Agreement were amended to extend the maturity date on the Contributed Loan which remains owing from Products Corporation to Revlon, Inc. from August 2010 to October 8, 2013, to change the annual interest rate on the Contributed Loan from 11% to 12.75%, to extend the maturity date on the Non-Contributed Loan from August 2010 to October 8, 2014 and to change the annual interest rate on the Non-Contributed Loan from 11% to 12%.

Interest under the Senior Subordinated Term Loan is payable in arrears in cash on January 8, April 8, July 8 and October 8 of each year. Products Corporation may, at its option, prepay such loan, in whole or in part (together with accrued and unpaid interest), at any time prior to its respective maturity dates without premium or penalty, provided that prior to such loan’s respective maturity dates all shares of Revlon, Inc.’s Preferred Stock have been or are being concurrently redeemed and all payments due thereon are paid in full or are concurrently being paid in full.

The Senior Subordinated Term Loan is an unsecured obligation of Products Corporation and is subordinated in right of payment to all existing and future senior debt of Products Corporation, currently including indebtedness under (i) Products Corporation’s 2006 Credit Agreements, and (ii) Products Corporation’s 93/4% Senior Secured Notes. Prior to its respective maturity dates, the Senior Subordinated Term Loan is also subordinated in right of payment to Revlon, Inc.’s Preferred Stock. The Senior Subordinated Term Loan has the right to payment equal in right of payment with any present and future senior subordinated indebtedness of Products Corporation.

The Senior Subordinated Term Loan Agreement contains covenants (other than the subordination provisions discussed above) that limit the ability of Products Corporation and its subsidiaries to, among other things, incur additional indebtedness, pay dividends on or redeem or repurchase stock, engage in certain asset sales, make certain types of investments and other restricted payments, engage in certain transactions with affiliates, restrict dividends or payments from subsidiaries and create liens on their assets. All of these limitations and prohibitions, however, are subject to a number of important qualifications and exceptions.

The Senior Subordinated Term Loan Agreement includes a cross acceleration provision which provides that it shall be an event of default under such agreement if any debt (as defined in such agreement) of Products Corporation or any of its significant subsidiaries (as defined in such agreement) is not paid within any applicable grace period after final maturity or is accelerated by the holders of such debt because of a default and the total principal amount of the portion of such debt that is unpaid or accelerated exceeds $25.0 million and such default continues for 10 days after notice from MacAndrews & Forbes. If any such event of default occurs, MacAndrews & Forbes may declare the Senior Subordinated Term Loan to be due and payable immediately.

The Senior Subordinated Term Loan Agreement also contains other customary events of default for loan agreements of such type, including, subject to applicable grace periods, nonpayment of any principal or interest when due under such agreement, non-compliance with any of the material covenants in such agreement, any representation or warranty being incorrect, false or misleading in any material respect, or the occurrence of certain

F-24

bankruptcy, insolvency or similar proceedings by or against Products Corporation or any of its significant subsidiaries.

Upon any change of control (as defined in the Senior Subordinated Term Loan Agreement), Products Corporation is required to repay the Senior Subordinated Term Loan in full, provided that prior to such loan’s respective maturity dates all shares of Revlon, Inc.’s Preferred Stock have been or are being concurrently redeemed and all payments due thereon are paid in full or are concurrently being paid in full, after fulfilling an offer to repay Products Corporation’s 93/4% Senior Secured Notes and to the extent permitted by Products Corporation’s 2006 Credit Agreements.

Long-Term Debt Maturities

The aggregate amounts of contractual long-term debt maturities at December 31, 2009 in the years 2010 through 2014 and thereafter are as follows:

	Long-Term
	Debt
Years Ended December 31,	Maturities
2010	$	—
2011		—
2012		801.4	(a)
2013		48.6	(b)
2014		58.4	(c)
Thereafter		330.0	(d)
Total long-term debt	$	1,238.4
Discounts		(3.6	)
Total long-term debt, net of discounts	$	1,234.8

(a)	Amount refers to the aggregate principal amount that is expected to be outstanding under the 2006 Term Loan Facility on its January 2012 maturity date. In addition, amount excludes amounts available under the 2006 Revolving Credit Facility, which as of December 31, 2009, was undrawn.
(b)	Amount refers to the aggregate principal amount outstanding under the Contributed Loan in which MacAndrews & Forbes contributed to Revlon, Inc. $48.6 million of the $107.0 million aggregate outstanding principal amount of the Senior Subordinated Term Loan made by MacAndrews & Forbes to Products Corporation. Pursuant to the terms of the Exchange Offer, the maturity date on the Contributed Loan which remains owing from Products Corporation to Revlon, Inc. was extended from August 2010 to October 8, 2013.
(c)	Amount refers to the aggregate principal amount outstanding under the Non-Contributed Loan. Pursuant to the terms of the Exchange Offer, the maturity date on the Non-Contributed Loan which remains owing from Products Corporation to MacAndrews & Forbes was extended from August 2010 to October 8, 2014.
(d)	Amount refers to the principal balance due on the 93/4% Senior Secured Notes which mature on November 15, 2015. The difference between this amount and the carrying amount is due to the issuance of the $330.0 million in aggregate principal amount, or $326.4 million net of discounts, of the 93/4% Senior Secured Notes at a discount, which was priced at 98.9% of par.

10.   FAIR VALUE MEASUREMENTS

The Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification (the “Fair Value Measurements and Disclosures Topic”) clarifies the definition of fair value of assets and liabilities, establishes a framework for measuring fair value of assets and liabilities and expands the disclosures on fair value measurements. The Company adopted the provisions of the Fair Value Measurements and Disclosures Topic with respect to financial assets and liabilities effective January 1, 2008 and with respect to non-financial assets and liabilities effective as of January 1, 2009, neither of which had a material impact on the Company’s results of operations and/or financial condition.

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The fair value framework of the Fair Value Measurements and Disclosures Topic requires the categorization of assets and liabilities into three levels based upon the assumptions used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, generally would require significant management judgment. The three levels for categorizing assets and liabilities fair value measurement requirements are as follows:

•   Level 1: Fair valuing the asset or liability using observable inputs, such as quoted prices in active markets for identical assets or liabilities;

•   Level 2: Fair valuing the asset or liability using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and

•   Level 3: Fair valuing the asset or liability using unobservable inputs that reflect the Company’s own assumptions regarding the applicable asset or liability.

As of December 31, 2009, the fair values of the Company’s financial assets and liabilities, namely its FX Contracts and the 2008 Interest Rate Swap, are categorized as presented in the table below:

	Level 1		Level 2		Level 3		Total
Assets
FX Contracts(a)	$	—	$	0.1	$	—	$	0.1
Total assets at fair value	$	—	$	0.1	$	—	$	0.1
Liabilities
2008 Interest Rate Swap(b)	$	—	$	1.8	$	—	$	1.8
FX Contracts(a)		—		1.7		—		1.7
Total liabilities at fair value	$	—	$	3.5	$	—	$	3.5

(a)	The fair value of the Company’s FX Contracts was measured based on observable market transactions of spot and forward rates at December 31, 2009.
(b)	The fair value of the Company’s 2008 Interest Rate Swap was measured based on three-month U.S. Dollar LIBOR index at December 31, 2009.

11.   FINANCIAL INSTRUMENTS

The fair value of the Company’s debt, including the current portion of long-term debt, is based on the quoted market prices for the same issues or on the current rates offered to the Company for debt of the same remaining maturities. The estimated fair value of such debt at December 31, 2009 and 2008 was approximately $1,241.4 million and $969.0 million, respectively, which was less than the carrying values of such debt at December 31, 2009 and 2008, of $1,248.4 million and $1,329.1 million, respectively.

The carrying amounts of cash and cash equivalents, marketable securities, trade receivables, notes receivable, accounts payable and short-term borrowings approximate their fair values.

Products Corporation also maintains standby and trade letters of credit for various corporate purposes under which Products Corporation is obligated, of which approximately $12.2 million and $13.1 million (including amounts available under credit agreements in effect at that time) were maintained at December 31, 2009 and 2008, respectively. Included in these amounts is approximately $9.3 million at both December 31, 2009 and 2008 in standby letters of credit, which support Products Corporation’s self-insurance programs. The estimated liability under such programs is accrued by Products Corporation.

Derivative Financial Instruments

The Company uses derivative financial instruments, primarily (1) foreign currency forward exchange contracts, intended for the purpose of managing foreign currency exchange risk by reducing the effects of

F-26

fluctuations in foreign currency exchange rates on the Company’s net cash flows and (2) interest rate swap transactions, intended for the purpose of managing interest rate risk by fixing the interest rate on a portion of Products Corporation’s indebtedness.

While the Company may be exposed to credit loss in the event of the counterparty’s non-performance, the Company’s exposure is limited to the net amount that Products Corporation would have received, if any, from the counterparty over the remaining balance of the terms of the FX Contracts and Interest Rate Swap. The Company does not anticipate any non-performance and, furthermore, even in the case of any non-performance by the counterparty, the Company expects that any such loss would not be material.

Foreign Currency Forward Exchange Contracts

The foreign currency forward exchange contracts are entered into primarily to hedge the anticipated net cash flows resulting from inventory purchases and intercompany payments denominated in currencies other than the local currencies of the Company’s foreign and domestic operations and generally have maturities of less than one year.

The U.S. dollar notional amount of the FX Contracts outstanding at December 31, 2009 and 2008 was $54.3 million and $41.0 million, respectively.

Interest Rate Swap Transactions

In September 2007 and April 2008, Products Corporation executed two floating-to-fixed interest rate swap transactions each with a notional amount of $150.0 million over a period of two years relating to indebtedness under Products Corporation’s 2006 Term Loan Facility. In September 2009, one of the Company’s two floating-to-fixed interest rate swaps expired (the “2007 Interest Rate Swap”), therefore, as of December 31, 2009, the Company had one floating-to-fixed interest rate swap which expires in April 2010 (the “2008 Interest Rate Swap”, and together with the 2007 Interest Rate Swap, the “Interest Rate Swaps”).

The Company designated the 2008 Interest Rate Swap as a cash flow hedge of the variable interest rate payments under Products Corporation’s 2006 Term Loan Facility with respect to the $150.0 million notional amount under such swap. Under the terms of the 2008 Interest Rate Swap, Products Corporation is required to pay to the counterparty a quarterly fixed interest rate of 2.66% on the $150.0 million notional amount under the 2008 Interest Rate Swap (which, based upon the 4.0% applicable margin, effectively fixed the interest rate on such notional amounts at 6.66%, for the 2-year term of such swap), commencing in July 2008, while receiving a variable interest rate payment from the counterparty equal to three-month U.S. dollar LIBOR.

At December 31, 2009, the fair value of the 2008 Interest Rate Swap was $(1.8) million and the accumulated loss recorded in other comprehensive loss was $1.7 million. During 2009, a derivative loss of $5.0 million related to the Interest Rate Swaps was reclassified from other comprehensive loss into the Company’s Statement of Operations in interest expense. The amount of the Interest Rate Swaps’ ineffectiveness in 2009 was nil.

At December 31, 2008, the fair value of the 2007 Interest Rate Swap and 2008 Interest Rate Swap was $(3.8) million and $(1.9) million, respectively, and the accumulated losses recorded in other comprehensive loss were $3.7 million and $1.7 million, respectively. During 2008, a net derivative loss of $2.0 million, which was comprised of a derivative loss of $2.1 million related to the 2007 Interest Rate Swap, partially offset by a derivative gain of $0.1 million related to the 2008 Interest Rate Swap, was reclassified from other comprehensive loss into the Company’s Statement of Operations in interest expense. The amount of the 2008 Interest Rate Swap’s ineffectiveness in 2008, which was recorded in interest expense, was $(0.2) million.

F-27

Quantitative Information — Derivative Financial Instruments

The effects of the Company’s derivative instruments on its consolidated financial statements were as follows:

(a)   Fair Value of Derivative Financial Instruments in the Consolidated Balance Sheet:

	Fair Values of Derivative Instruments as of December 31,
	Assets					Liabilities
		2009		2008			2009		2008
	Balance Sheet	Fair		Fair		Balance Sheet	Fair		Fair
	Classification	Value		Value		Classification	Value		Value
Derivatives:
Derivatives designated as hedging instruments:
Interest Rate Swaps(a)	Prepaid expenses	$	—	$	0.8	Accrued expenses	$	1.8	$	5.5
	Other long-term assets		—		—	Other long-term liabilities		—		1.0
Derivatives not designated as hedging instruments:
FX contracts(b)	Prepaid expenses		0.1		2.2	Accrued expenses		1.7		0.2
		$	0.1	$	3.0		$	3.5	$	6.7

(a)	The fair values of the Interest Rate Swaps at December 31, 2009 and 2008 were determined by using the three-month U.S. Dollar LIBOR index at December 31, 2009 and 2008, respectively.
(b)	The fair values of the FX contracts at December 31, 2009 and 2008 were determined by using observable market transactions of spot and forward rates at December 31, 2009 and 2008, respectively.

(b) Effects of Derivative Financial Instruments on Income and Other Comprehensive Income (Loss) (“OCI”):

	Derivative Instruments Gain (Loss) Effect on
	Consolidated Statement of Operations as of December 31,
								Amount of Gain						Amount of
	Amount of Gain							(Loss)						Gain (Loss)
	(Loss)							Reclassified from						Recognized in
	Recognized in						Income Statement	OCI						Interest
	OCI						Classification	to Income						Expense
	(Effective						of Gain (Loss)	(Effective						(Ineffective
	Portion)						Reclassified from	Portion)						Portion)
	2009			2008			OCI to Income	2009			2008			2009		2008
Derivatives designated as cash flow hedges:
Interest Rate Swap	$	(1.7	)	$	(5.4	)	Interest expense	$	(5.0	)	$	(2.0	)	$	—	$	(0.2	)
	Amount of
	Gain (Loss)
	Recognized in
	Foreign
	Currency
	Gains (Losses),
	Net
	2009			2008
Derivatives not designated as hedging instruments:
FX Contracts	$	(5.9	)	$	4.5

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12.   INCOME TAXES

The Company’s income (loss) before income taxes and the applicable provision (benefit) for income taxes are as follows:

	Year Ended December 31,
	2009			2008			2007
Income (loss) from continuing operations before income taxes:
United States	$	34.4		$	(14.3	)	$	(47.0	)
Foreign		32.2			51.2			42.5
	$	66.6		$	36.9		$	(4.5	)
Provision (benefit) for income taxes:
United States federal	$	0.3		$	0.6		$	0.2
State and local		(2.3	)		(3.2	)		(0.3	)
Foreign		10.1			18.5			7.5
	$	8.1		$	15.9		$	7.4
Current	$	29.5		$	34.1		$	20.8
Deferred		(1.2	)		2.8			(4.2	)
Benefits of operating loss carryforwards		(20.2	)		(21.0	)		(3.3	)
Resolution of tax matters		—			—			(5.9	)
	$	8.1		$	15.9		$	7.4

The actual tax on income (loss) before income taxes is reconciled to the applicable statutory federal income tax rate as follows:

	Year Ended December 31,
	2009			2008			2007
Computed expected tax expense	$	23.3		$	12.9		$	(1.5	)
State and local taxes, net of U.S. federal income tax benefit		(1.5	)		(2.1	)		(0.1	)
Foreign and U.S. tax effects attributable to operations outside the U.S.		(4.0	)		0.5			6.2
Change in valuation allowance		(28.4	)		(21.0	)		(4.9	)
Foreign dividends subject to tax		14.4			26.7			12.0
Resolution of tax matters		—			—			(5.9	)
Other		4.3			(1.1	)		1.6
Tax expense	$	8.1		$	15.9		$	7.4

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Deferred taxes are the result of temporary differences between the bases of assets and liabilities for financial reporting and income tax purposes. Deferred tax assets and liabilities at December 31, 2009 and 2008 were comprised of the following:

	December 31,
	2009			2008
Deferred tax assets:
Accounts receivable, principally due to doubtful accounts	$	1.0		$	0.9
Inventories		5.8			7.7
Net operating loss carryforwards — U.S.		179.7			201.4
Net operating loss carryforwards — foreign		83.3			77.0
Accruals and related reserves		3.7			1.1
Employee benefits		91.0			49.2
State and local taxes		3.9			4.9
Advertising, sales discount, returns and coupon redemptions		31.6			34.5
Other		33.2			28.9
Total gross deferred tax assets		433.2			405.6
Less valuation allowance		(406.1	)		(383.6	)
Total deferred tax assets, net of valuation allowance		27.1			22.0
Deferred tax liabilities:
Plant, equipment and other assets		(18.1	)		(15.7	)
Other		(0.4	)		(0.1	)
Total gross deferred tax liabilities		(18.5	)		(15.8	)
Net deferred tax assets	$	8.6		$	6.2

The valuation allowance increased by $22.5 million during 2009 and decreased by $109.7 million during 2008. The primary drivers of the increase in the valuation allowance during 2009 were foreign exchange fluctuations and the impact of the re-measurement of pension liabilities in 2009, partially offset by use of tax loss carryforwards. Foreign exchange fluctuations and expirations and other eliminations of tax loss carryforwards were the primary drivers of the decrease in the valuation allowance during 2008.

In assessing the recoverability of its deferred tax assets, management considers whether some portion or all of the deferred tax assets will not be realized based on the recognition threshold and measurement of a tax position in accordance with the Income Taxes Topic. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income for certain international markets and projections for future taxable income over the periods in which the deferred tax assets are recoverable, management believes that it is more likely than not that the Company will realize the benefits of the net deferred tax assets existing at December 31, 2009 based on the recognition threshold and measurement of a tax position in accordance with the Income Taxes Topic.

After December 31, 2009, the Company has tax loss carryforwards of approximately $749.2 million, of which $282.5 million are foreign and $466.7 million are domestic (including $59.4 million of consolidated federal net operating losses available from the MacAndrews & Forbes Group (as hereinafter defined) from periods prior to the March 25, 2004 deconsolidation). The losses expire in future years as follows: 2010-$12.9 million; 2011-$1.8 million; 2012-$10.0 million; 2013-$11.7 million; 2014 and beyond-$518.3 million; and unlimited-$194.5 million. The Company could receive the benefit of such tax loss carryforwards only to the extent it has taxable income during the carryforward periods in the applicable tax jurisdictions.

F-30

Revlon, Inc. and its subsidiaries, including Products Corporation, remain subject to examination of their respective income tax returns in various jurisdictions including, without limitation, the U.S. (federal), for tax years ended December 31, 2006 through December 31, 2009, and Australia and South Africa, for tax years ended December 31, 2005 through December 31, 2009. The Company classifies interest and penalties recognized under the Income Taxes Topic as a component of the provision for income taxes in the consolidated statement of operations. During the years ended December 31, 2009 and 2008, the Company recognized through the consolidated statement of operations a reduction of $0.6 million and $3.2 million, respectively, in accrued interest and penalties.

At December 31, 2009 and 2008, Revlon , Inc. and its subsidiaries, including Products Corporation, had tax reserves of $49.3 million and $50.9 million, respectively, including $17.9 million and $18.5 million, respectively, of accrued interest and penalties. All of the tax reserves, to the extent reduced and unutilized in future periods, would affect the Company’s effective tax rate. A reconciliation of the beginning and ending amount of the tax reserves is as follows:

Balance at January 1, 2008	$	53.9
Increase based on tax positions taken in a prior year		5.6
Decrease based on tax positions taken in a prior year		(10.1	)
Increase based on tax positions taken in the current year		7.4
Decrease resulting from the lapse of statutes of limitations		(5.9	)
Balance at December 31, 2008	$	50.9
Increase based on tax positions taken in a prior year		5.5
Decrease based on tax positions taken in a prior year		(0.1	)
Increase based on tax positions taken in the current year		7.2
Decrease related to settlements with taxing authorities and changes in law		(5.8	)
Decrease resulting from the lapse of statutes of limitations		(8.4	)
Balance at December 31, 2009	$	49.3

In addition, the Company believes that it is reasonably possible that its tax reserves during 2010 will increase by approximately $2.5 million as a result of changes in various tax positions, each of which is individually insignificant.

The Company has not provided for U.S. federal income taxes and foreign withholding taxes on $45.7 million of foreign subsidiaries’ undistributed earnings as of December 31, 2009 because such earnings are intended to be indefinitely reinvested overseas. The amount of unrecognized deferred tax liabilities for temporary differences related to investments in undistributed earnings is not practicable to determine at this time.

As a result of the closing of the 2004 Revlon Exchange Transactions (as hereinafter defined in Note 16, “Related Party Transactions — Transfer Agreements”), as of March 25, 2004, Revlon, Inc., Products Corporation and their U.S. subsidiaries were no longer included in the affiliated group of which MacAndrews & Forbes was the common parent (the “MacAndrews & Forbes Group”) for federal income tax purposes. Revlon Holdings (as hereinafter defined in Note 16, “Related Party Transactions — Transfer Agreements”), Revlon, Inc., Products Corporation and certain of its subsidiaries, and MacAndrews & Forbes Holdings entered into a tax sharing agreement (as subsequently amended and restated, the “MacAndrews & Forbes Tax Sharing Agreement”), for taxable periods beginning on or after January 1, 1992 through and including March 25, 2004, during which Revlon, Inc. and Products Corporation or a subsidiary of Products Corporation was a member of the MacAndrews & Forbes Group. In these taxable periods, Revlon, Inc.’s and Products Corporation’s federal taxable income and loss were included in such group’s consolidated tax return filed by MacAndrews & Forbes Holdings. Revlon, Inc. and Products Corporation were also included in certain state and local tax returns of MacAndrews & Forbes Holdings or its subsidiaries. Revlon, Inc. and Products Corporation remain liable under the MacAndrews & Forbes Tax Sharing Agreement for all such taxable periods through and including March 25, 2004 for amounts determined to be due as a result of a redetermination arising from an audit or otherwise, equal to the taxes that Revlon, Inc. or Products

F-31

Corporation would otherwise have had to pay if it were to have filed separate federal, state or local income tax returns for such periods.

Following the closing of the 2004 Revlon Exchange Transactions, Revlon, Inc. became the parent of a new consolidated group for federal income tax purposes and Products Corporation’s federal taxable income and loss are included in such group’s consolidated tax returns. Accordingly, Revlon, Inc. and Products Corporation entered into a tax sharing agreement (the “Revlon Tax Sharing Agreement”) pursuant to which Products Corporation is required to pay to Revlon, Inc. amounts equal to the taxes that Products Corporation would otherwise have had to pay if Products Corporation were to file separate federal, state or local income tax returns, limited to the amount, and payable only at such times, as Revlon, Inc. will be required to make payments to the applicable taxing authorities.

There were no federal tax payments or payments in lieu of taxes from Revlon, Inc. to Revlon Holdings pursuant to the MacAndrews & Forbes Tax Sharing Agreement in 2009 with respect to periods covered by the MacAndrews & Forbes Tax Sharing Agreement, and the Company expects that there will not be any such payments in 2010. There were federal tax payments from Products Corporation to Revlon, Inc. pursuant to the Revlon Tax Sharing Agreement during 2009 of $0.6 million with respect to 2008 and $0.2 million with respect to 2009. The Company expects that there will be a federal tax payment from Products Corporation to Revlon, Inc. pursuant to the Revlon Tax Sharing Agreement during 2010 of $0.3 million with respect to 2009.

Pursuant to the asset transfer agreement referred to in Note 16, “Related Party Transactions — Transfer Agreements”, Products Corporation assumed all tax liabilities of Revlon Holdings other than (i) certain income tax liabilities arising prior to January 1, 1992 to the extent such liabilities exceeded the reserves on Revlon Holdings’ books as of January 1, 1992 or were not of the nature reserved for and (ii) other tax liabilities to the extent such liabilities are related to the business and assets retained by Revlon Holdings.

13.   SAVINGS PLAN, PENSION AND POST-RETIREMENT BENEFITS

Savings Plan:

The Company offers a qualified defined contribution plan for its U.S.-based employees, the Revlon Employees’ Savings, Investment and Profit Sharing Plan (as amended, the “Savings Plan”), which allows eligible participants to contribute up to 25%, and highly compensated employees to contribute up to 6%, of qualified compensation through payroll deductions, subject to certain annual dollar limitations imposed by the Code. The Company matches employee contributions at fifty cents for each dollar contributed up to the first 6% of eligible compensation (i.e., for a total match of 3% of employee contributions). In 2009, 2008 and 2007, the Company made cash matching contributions to the Savings Plan of approximately $2.4 million, $2.7 million and $2.6 million, respectively.

In May 2009, Products Corporation amended, effective December 31, 2009, its qualified and non-qualified defined contribution savings plans for its U.S.-based employees which created a new discretionary profit sharing component under such plans that will enable the Company, should it elect to do so, to make discretionary profit sharing contributions in any given year. The Company will determine in the fourth quarter of each year whether and, if so, to what extent, profit sharing contributions would be made for the following year. In December 2009, the Company announced that the discretionary profit sharing contribution during 2010 will be 5% of eligible compensation that will be credited on a quarterly basis. (The savings plan amendments described above in this Note 13 are hereinafter referred to as the “May 2009 Savings Plan Amendments”).

Pension Benefits:

The Company sponsors three qualified defined benefit pension plans covering a substantial portion of the Company’s employees in the U.S. The Company also has non-qualified pension plans which provide benefits for certain U.S. and non-U.S. employees, and for U.S. employees in excess of IRS limitations in the U.S. and in certain limited cases contractual benefits for designated officers of the Company. These non-qualified plans are funded from the general assets of the Company.

In May 2009, and effective December 31, 2009, Products Corporation amended its U.S. qualified defined benefit pension plan (the Revlon Employees’ Retirement Plan), covering a substantial portion of the Company’s

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employees in the U.S., to cease future benefit accruals under such plan after December 31, 2009. Products Corporation also amended its non-qualified pension plan (the Revlon Pension Equalization Plan) to similarly cease future benefit accruals under such plan after December 31, 2009. In connection with such amendments, all benefits accrued under such plans through December 31, 2009 will remain in effect and no additional benefits will accrue after December 31, 2009, other than interest credits on participant account balances under the cash balance program of the Company’s U.S. pension plans. Also, service credits for vesting and early retirement eligibility will continue to accrue in accordance with the terms of the respective plans. (The plan amendments described above in this Note 13 are hereinafter referred to as the “May 2009 Pension Plan Amendments” and, together with the May 2009 Savings Plan Amendments, as the “May 2009 Plan Amendments”).

The Company recorded an $8.6 million decrease in its pension liabilities which was offset against accumulated other comprehensive income (loss) as a result of the pension curtailment and the re-measurement of the pension liabilities performed in connection with the May 2009 Pension Plan Amendments and the May 2009 Program (as defined in Note 3, “Restructuring Costs and Other, Net”). The net decrease in pension liabilities is comprised of a non-cash curtailment gain of approximately $9.2 million which was recorded as an offset against the net actuarial losses previously reported within accumulated other comprehensive income (loss), partially offset by a net increase in pension liabilities of $0.6 million as a result of the re-measurements noted above.

Other Post-retirement Benefits:

The Company previously sponsored an unfunded retiree benefit plan, which provides death benefits payable to beneficiaries of a very limited number of former employees. Participation in this plan was limited to participants enrolled as of December 31, 1993. The Company also administers an unfunded medical insurance plan on behalf of Revlon Holdings LLC, certain costs of which have been apportioned to Revlon Holdings under the transfer agreements among Revlon, Inc., Products Corporation and MacAndrews & Forbes. (See Note 16, “Related Party Transactions — Transfer Agreements”).

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The following table provides an aggregate reconciliation of the projected benefit obligations, plan assets, funded status and amounts recognized in the Company’s Consolidated Financial Statements related to the Company’s significant pension and other post-retirement plans.

							Other
							Post-retirement
	Pension Plans						Benefit Plans
	2009			2008			2009			2008
Change in Benefit Obligation:
Benefit obligation — beginning of year	$	(560.1	)	$	(578.3	)	$	(13.2	)	$	(14.0	)
Service cost		(7.6	)		(8.3	)		(0.0	)		(0.1	)
Interest cost		(34.8	)		(34.5	)		(0.9	)		(0.8	)
Plan amendments		(0.2	)		(0.2	)		—			—
Actuarial (loss) gain		(55.0	)		11.0			(1.3	)		0.1
Curtailment gain		9.2			—			—			—
Settlement gain		0.5			—			—			—
Benefits paid		38.2			35.1			1.0			1.0
Foreign exchange (loss) gain		(4.5	)		15.4			(0.4	)		0.6
Plan participant contributions		(0.2	)		(0.3	)		—			—
Benefit obligation — end of year	$	(614.5	)	$	(560.1	)	$	(14.8	)	$	(13.2	)
Change in Plan Assets:
Fair value of plan assets — beginning of year	$	342.3		$	473.7		$	—		$	—
Actual return (loss) on plan assets		74.6			(96.7	)		—			—
Employer contributions		23.3			11.8			1.0			1.0
Plan participant contributions		0.2			0.2			—			—
Benefits paid		(38.2	)		(35.1	)		(1.0	)		(1.0	)
Settlement gain		(0.5	)		—			—			—
Foreign exchange gain (loss)		3.9			(11.6	)		—			—
Fair value of plan assets — end of year	$	405.6		$	342.3		$	—		$	—
Unfunded status of plans at December 31,	$	(208.9	)	$	(217.8	)	$	(14.8	)	$	(13.2	)

In respect of the Company’s pension plans and other post-retirement benefit plans, amounts recognized in the Company’s Consolidated Balance Sheets at December 31, 2009 and 2008, respectively, consist of the following:

							Other
							Post-retirement
	Pension Plans						Benefit Plans
	December 31,
	2009			2008			2009			2008
Accrued expenses and other	$	(6.2	)	$	(6.3	)	$	(1.2	)	$	(1.0	)
Pension and other post-retirement benefit liabilities		(202.7	)		(211.5	)		(13.6	)		(12.2	)
		(208.9	)		(217.8	)		(14.8	)		(13.2	)
Accumulated other comprehensive loss		179.3			192.0			3.3			2.1
	$	(29.6	)	$	(25.8	)	$	(11.5	)	$	(11.1	)

With respect to the above accrued net periodic benefit costs, the Company has recorded receivables from affiliates of $2.8 million at both December 31, 2009 and 2008, relating to pension plan liabilities retained by such affiliates.

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The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the Company’s pension plans are as follows:

	December 31,
	2009		2008		2007
Projected benefit obligation	$	614.5	$	560.1	$	578.3
Accumulated benefit obligation		611.2		550.3		563.7
Fair value of plan assets		405.6		342.3		473.7

Net Periodic Benefit Cost:

During 2009, the Company recognized $19.9 million of higher pension expense driven primarily by the significant decline in pension asset values in 2008, partially offset by a decrease in pension expense as a result of the May 2009 Pension Plan Amendments and the May 2009 Program, as noted above. The pension expense for the year ended December 31, 2009 includes a non-cash curtailment gain of $0.8 million related to the recognition of previously unrecognized prior service costs that had been reported in accumulated other comprehensive loss in the second quarter of 2009.

The components of net periodic benefit cost for the pension plans and other post-retirement benefit plans are as follows:

										Other
										Post-retirement
	Pension Plans									Benefit Plans
	Years Ended December 31,
	2009			2008			2007			2009			2008		2007
Net periodic benefit cost:
Service cost	$	7.6		$	8.3		$	9.2		$	—		$	—	$	0.1
Interest cost		34.8			34.5			33.1			0.9			0.8		0.9
Expected return on plan assets		(27.8	)		(37.2	)		(36.8	)		—			—		—
Amortization of prior service credit		(0.1	)		(0.4	)		(0.5	)		—			—		—
Amortization of actuarial loss		12.8			1.3			2.9			0.1			0.2		0.2
Settlement gain		(0.0	)		—			—			—			—		—
Curtailment gain		(0.8	)		—			0.1			—			—		—
		26.5			6.5			8.0			1.0			1.0		1.2
Portion allocated to Revlon Holdings LLC		(0.1	)		(0.1	)		(0.1	)		(0.1	)		—		—
	$	26.4		$	6.4		$	7.9		$	0.9		$	1.0	$	1.2

Amounts recognized in accumulated other comprehensive loss at December 31, 2009 in respect of the Company’s pension plans and other post-retirement plans, which have not yet been recognized as a component of net periodic pension cost, are as follows:

				Post-retirement
	Pension Benefits			Benefits			Total
Net actuarial loss	$	179.0		$	3.3		$	182.3
Prior service cost		0.3			—			0.3
		179.3			3.3			182.6
Portion allocated to Revlon Holdings LLC		(0.6	)		(0.1	)		(0.7	)
	$	178.7		$	3.2		$	181.9

The total actuarial losses and prior service costs in respect of the Company’s pension plans and other post-retirement plans included in accumulated other comprehensive income at December 31, 2009 and expected to be

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recognized in net periodic pension cost during the fiscal year ended December 31, 2010 is $11.0 million and $0.2 million, respectively.

Pension Plan Assumptions:

The following weighted-average assumptions were used to determine the Company’s projected benefit obligation of the Company’s U.S. and International pension plans at the end of the respective year:

	U.S. Plans						International Plans
	2009			2008			2009			2008
Discount rate		5.68	%		6.35	%		5.63	%		6.40	%
Rate of future compensation increases		3.50			4.00			4.39			4.00

The following weighted-average assumptions were used to determine the Company’s net periodic benefit cost of the Company’s U.S. and International pension plans during the respective year:

	U.S. Plans									International Plans
	2009			2008			2007			2009			2008			2007
Discount rate		6.35	%		6.24	%		5.75	%		6.40	%		5.70	%		5.00	%
Expected long-term return on plan assets		8.25			8.25			8.50			6.50			6.90			6.70
Rate of future compensation increases		4.00			4.00			4.00			4.00			4.30			3.90

The 5.68% weighted-average discount rate used to determine the Company’s projected benefit obligation of the Company’s U.S. plans at the end of 2009 was derived by reference to appropriate benchmark yields on high quality corporate bonds, with terms which approximate the duration of the benefit payments and the relevant benchmark bond indices considering the individual plan’s characteristics, such as the Citigroup Pension Discount Curve, to select a rate at which the Company believes the U.S. pension benefits could have been effectively settled. The discount rates used to determine the Company’s projected benefit obligation of the Company’s primary international plans at the end of 2009 were derived from similar local studies, in conjunction with local actuarial consultants and asset managers.

During the first quarter of each year, the Company selects an expected long-term rate of return on its pension plan assets. The Company considers a number of factors to determine its expected long-term rate of return on plan assets assumption, including, without limitation, recent and historical performance of plan assets, asset allocation and other third-party studies and surveys. The Company considered the pension plan portfolios’ asset allocations over a variety of time periods and compared them with third-party studies and reviewed the performance of the capital markets in recent years and other factors and advice from various third parties, such as the pension plans’ advisors, investment managers and actuaries. While the Company considered both the recent performance and the historical performance of pension plan assets, the Company’s assumptions are based primarily on its estimates of long-term, prospective rates of return. Using the aforementioned methodologies, the Company selected the 8.25% long-term rate of return on plan assets assumption used for the U.S. pension plans during 2009. Differences between actual and expected asset returns are recognized in the net periodic benefit cost over the remaining service period of the active participating employees.

The rate of future compensation increases is an assumption used by the actuarial consultants for pension accounting and is determined based on the Company’s current expectation for such increases.

Pension Plan Assets:

The following table presents information on the fair value of the U.S. and international pension plan assets at December 31, 2009, 2008 and 2007, respectively:

	U.S. Plans						International Plans
	2009		2008		2007		2009		2008		2007
Fair value of plan assets	$	364.1	$	309.4	$	424.4	$	41.5	$	32.9	$	49.3

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The Investment Committee for the Company’s U.S. pension plans (the “Investment Committee”) has adopted (and revises from time to time) an investment policy for the U.S. pension plans with the objective of meeting or exceeding, over time, the expected long-term rate of return on plan assets assumption, weighed against a reasonable risk level. In connection with this objective, the Investment Committee retains a professional investment manager that invest plan assets in the following asset classes: equity and fixed income securities, real estate, and cash and other investments, which may include hedge funds and private equity and global balanced strategies. The Company’s international plans follow a similar methodology in conjunction with local actuarial consultants and asset managers.

The Company’s U.S. and International pension plans currently have the following target ranges for these asset classes, which target ranges are intended to be flexible guidelines for allocating the plans’ assets among various classes of assets, and are reviewed periodically and considered for readjustment when an asset class weighting is outside of its target range (recognizing that these are flexible target ranges that may vary from time to time) with the objective of achieving the expected long-term rate of return on plan assets assumption, weighed against a reasonable risk level, as follows:

	Target Ranges
	U.S. Plans	International Plans
Asset Category:
Equity securities	23% - 43%	37% - 47%
Fixed income securities	21% - 41%	53% - 63%
Real estate	0%	0%
Cash and other investments	0% - 15%	0% - 4%
Global balanced strategies	22% - 28%	0%

The fair values of the U.S. and International pension plan assets at December 31, 2009, by asset categories were as follows:

			Quoted Prices in		Significant		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Asset Category:
Equity securities(a):
U.S. large cap equities	$	65.8	$	—	$	65.8	$	—
U.S. small/mid cap equities		29.3		16.3		13.0		—
International equities		63.1		—		63.1		—
Emerging market equities		10.0		—		10.0		—
Fixed income securities(a):
Corporate bonds		126.4		—		126.4		—
Government bonds		20.2		—		20.2		—
Real Estate(b)		29.2		—		29.2		—
Cash and other investments:
Cash and cash equivalents		21.8		19.2		2.6		—
Hedge funds(c)		39.8		—		26.3		13.5
Total pension plan assets at fair value	$	405.6	$	35.5	$	356.6	$	13.5

(a)	The equity securities and fixed income securities asset categories include global balanced strategies.
(b)	This asset category is comprised of global balanced strategies which invest in real estate investments that primarily invest in real estate investment trusts (“REITs”).
(c)	This asset category includes hedge funds that primarily invest in a diversified basket of equities, fixed income, currencies and commodities.

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The following table sets forth a summary of changes in the fair values of the U.S. and International pension plans’ Level 3 assets at December 31, 2009:

	Hedge Funds
Balance, beginning of year	$	12.4
Actual return on plan assets still held at end of year		1.1
Balance, end of year	$	13.5

Within the equity securities asset class, the investment policy adopted by the Investment Committee provides for investments in a broad range of publicly-traded securities ranging from domestic and international stocks and small to large capitalization stocks. Within the fixed income securities asset class, the investment policy provides for investments in a broad range of publicly-traded debt securities ranging from domestic and international treasury issues, corporate debt securities, mortgages and asset-backed issues. In the cash and other investments asset class, investments may be in cash and cash equivalents and other investments, which may include hedge funds and private equity not covered in the classes listed above, provided that such investments are approved by the Investment Committee prior to their selection. Within the global balanced strategies, the investment policy provides for investments in a broad range of publicly traded stocks and bonds in both domestic and international markets as described in the asset classes listed above. In addition, the global balanced strategies can include commodities, provided that such investments are approved by the Investment Committee prior to their selection.

The Investment Committee’s investment policy does not allow the use of derivatives for speculative purposes, but such policy does allow its investment managers to use derivatives for the purpose of reducing risk exposures or to replicate exposures of a particular asset class.

Contributions:

The Company’s policy is to fund at least the minimum contributions required to meet applicable federal employee benefit and local laws, or to directly pay benefit payments where appropriate. During 2009, the Company contributed $23.3 million to its pension plans and $1.0 million to its other post-retirement benefit plans. During 2010, the Company expects to contribute approximately $24 million to its pension plans and approximately $1 million to its other post-retirement benefit plans.

Estimated Future Benefit Payments:

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid out of the Company’s pension and other post-retirement benefit plans:

	Total Pension		Total Other
	Benefits		Benefits
2010	$	38.0	$	1.1
2011		39.1		1.2
2012		40.9		1.2
2013		42.3		1.3
2014		43.2		1.3
Years 2015 to 2019		229.9		6.4

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14.   STOCK COMPENSATION PLAN

Revlon, Inc. maintains the Third Amended and Restated Revlon, Inc. Stock Plan (the “Stock Plan”), which provides for awards of stock options, stock appreciation rights, restricted or unrestricted stock and restricted stock units to eligible employees and directors of Revlon, Inc. and its affiliates, including Products Corporation.

Stock options:

Non-qualified stock options granted under the Stock Plan are granted at prices that equal or exceed the fair market value of Class A Common Stock on the grant date and have a term of 7 years (option grants under the Stock Plan prior to June 4, 2004 have a term of 10 years). Option grants generally vest over service periods that range from 1 year to 4 years.

Total net stock option compensation expense includes amounts attributable to the granting of, and the remaining requisite service period of, stock options issued under the Stock Plan, which awards were unvested at January 1, 2006 or granted on or after such date. Net stock option compensation expense for the years ended December 31, 2009, 2008 and 2007 was $0.2 million, $0.3 million and $1.5 million. As of December 31, 2009, there was no remaining unrecognized stock option compensation expense as all stock options were fully vested at December 31, 2009. The total fair value of stock options that vested during 2009 was $0.9 million.

At December 31, 2009, 2008 and 2007 there were 1,231,337; 1,336,871; and 2,012,645 stock options exercisable under the Stock Plan, respectively.

A summary of the status of stock option grants under the Stock Plan as of December 31, 2009, 2008 and 2007 and changes during the years then ended is presented below:

	Stock Options			Weighted Average
	(000’s)			Exercise Price
Outstanding at January 1, 2007		2,499.3		$	45.43
Granted(a)		—			—
Exercised		—			—
Forfeited and expired		(331.2	)		69.00
Outstanding at December 31, 2007		2,168.1			41.94
Granted(a)		—			—
Exercised		—			—
Forfeited and expired		(762.6	)		51.60
Outstanding at December 31, 2008		1,405.5			36.76
Granted(a)		—			—
Exercised		—			—
Forfeited and expired		(174.2	)		62.14
Outstanding at December 31, 2009		1,231.3			33.17

(a) There were no stock options granted during 2009, 2008 and 2007.

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The following table summarizes information about the Stock Plan’s stock options outstanding at December 31, 2009:

	Outstanding								Exerciseable
	Number of		Weighted		Weighted		Aggregate		Number of		Weighted		Weighted
Range of	Options		Average Years		Average		Intrinsic		Options		Average		Average
Exercise Prices	(000’s)		Remaining		Exercise Price		Value		(000’s)		Years Remaining		Exercise Price
$  23.10 to $30.00		248.9		2.63	$	25.65		—		248.9		2.63	$	25.65
30.01 to   34.50		779.4		1.35		30.36		—		779.4		1.35		30.36
34.51 to   40.00		85.8		2.72		37.81		—		85.8		2.72		37.81
40.01 to   56.60		69.0		1.85		52.71		—		69.0		1.85		52.71
56.61 to 104.38		48.2		0.29		81.20		—		48.2		0.29		81.20
23.10 to 104.38		1,231.3		1.69		33.17		—		1,231.3		1.69		33.17

Restricted stock awards and restricted stock units:

The Stock Plan allows for awards of restricted stock and restricted stock units to employees and directors of Revlon, Inc. and its affiliates, including Products Corporation. The restricted stock awards granted under the Stock Plan vest over service periods that generally range from 1.5 years to 3 years. In 2009, 2008 and 2007, Revlon, Inc. granted 33,500; 939,925; and 831,352 shares, respectively, of restricted stock and restricted stock units under the Stock Plan with weighted average fair values, based on the market price of Revlon, Inc.’s Class A Common Stock on the dates of grant, of $4.39, $7.22 and $12.50, respectively. At December 31, 2009 and 2008, there were 1,141,428 and 1,643,739 shares of restricted stock and restricted stock units outstanding and unvested under the Stock Plan, respectively.

A summary of the status of grants of restricted stock and restricted stock units under the Stock Plan as of December 31, 2009, 2008 and 2007 and changes during the years then ended is presented below:

				Weighted Average
	Restricted Stock			Grant Date Fair
	(000’s)			Value
Outstanding at January 1, 2007		812.1		$	19.23
Granted		831.3			12.50
Vested(a)		(415.4	)		22.46
Forfeited		(63.2	)		15.74
Outstanding at December 31, 2007		1,164.8			13.45
Granted		939.9			7.22
Vested(a)		(379.4	)		14.47
Forfeited		(81.6	)		13.46
Outstanding at December 31, 2008		1,643.7			9.65
Granted		33.5			4.39
Vested(a)		(373.0	)		13.13
Forfeited		(162.8	)		8.83
Outstanding at December 31, 2009		1,141.4			8.48

(a) Of the amounts vested during 2007, 2008 and 2009, 87,613 shares; 125,874 shares; and 129,224 shares, respectively, were withheld by the Company to satisfy certain grantees’ minimum withholding tax requirements, which withheld shares became Revlon, Inc. treasury stock and are not sold on the open market.

In 2002, Revlon, Inc. adopted the Revlon, Inc. 2002 Supplemental Stock Plan (the “Supplemental Stock Plan”), the purpose of which was to provide Mr. Jack Stahl, the Company’s former President and Chief Executive Officer, the sole eligible participant under the Supplemental Stock Plan, with inducement awards to entice him to join the Company. All of the 53,000 shares of Class A Common Stock covered by the Supplemental Stock Plan (as

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adjusted for Revlon, Inc.’s September 2008 1-for-10 Reverse Stock Split) were issued in the form of restricted shares to Mr. Stahl in February 2002 and all of these shares were fully vested at December 31, 2007.

The Company recognizes non-cash compensation expense related to restricted stock awards and restricted stock units under the Stock Plan and Supplemental Stock Plan using the straight-line method over the remaining service period. The Company recorded compensation expense related to restricted stock awards under the Stock Plan and Supplemental Stock Plan of $5.4 million, $6.5 million and $5.2 million during 2009, 2008 and 2007, respectively. The deferred stock-based compensation related to restricted stock awards is $5.9 million and $13.0 million at December 31, 2009 and 2008, respectively. The deferred stock-based compensation related to restricted stock awards is expected to be recognized over a weighted-average period of 1.70 years. The total fair value of restricted stock and restricted stock units that vested during the years ended December 31, 2009 and 2008 was $4.9 million and $5.5 million, respectively.

15.   ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss during 2009, 2008 and 2007, respectively, are as follows:

				Actuarial			Prior
				(Loss)			Service
				Gain on			Cost on						Accumulated
	Foreign			Post-			Post-			Deferred			Other
	Currency			retirement			retirement			Loss -			Comprehensive
	Translation			Benefits			Benefits			Hedging			Loss
Balance January 1, 2007	$	(11.2	)	$	(105.0	)	$	2.7		$	(0.4	)	$	(113.9	)
Unrealized losses(a)		(2.0	)								(1.7	)		(3.7	)
Reclassifications into net loss(a)											—			—
Amortization of pension related costs(b)					3.1			(0.5	)					2.6
Pension re-measurement					27.0			(0.7	)					26.3
Balance December 31, 2007		(13.2	)		(74.9	)		1.5			(2.1	)		(88.7	)
Unrealized losses(c)		(8.2	)								(5.3	)		(13.5	)
Reclassifications into net loss(c)											2.0			2.0
Elimination of currency translation adjustment related to Bozzano Sale Transaction		37.3												37.3
Amortization of pension related costs(b)					1.5			(0.4	)					1.1
Pension re-measurement					(121.0	)		(0.3	)					(121.3	)
Balance December 31, 2008		15.9			(194.4	)		0.8			(5.4	)		(183.1	)
Unrealized gains (losses)(d)		9.8									(1.3	)		8.5
Reclassifications into net loss(d)											5.0			5.0
Amortization of pension related costs(b)(e)					12.9			(0.9	)					12.0
Pension re-measurement(f)					(9.3	)		(0.2	)					(9.5	)
Pension curtailment gain(f)					9.2									9.2
Balance December 31, 2009	$	25.7		$	(181.6	)	$	(0.3	)	$	(1.7	)	$	(157.9	)

(a) Due to the Company’s use of derivative financial instruments, the net amount of hedge accounting derivative losses recognized by the Company, as set forth in the table above, pertains to (1) the reversal of $0.4 million of net losses accumulated in Accumulated Other Comprehensive Loss at January 1, 2007 upon the Company’s election during the fiscal quarter ended March 31, 2007 to discontinue the application of hedge accounting under the Derivatives and Hedging Topic of the FASB Accounting Standards Codification (the “Derivatives

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	and Hedging Topic”) for certain derivative financial instruments, as the Company no longer designates its foreign currency forward exchange contracts as hedging instruments; (2) the reversal of a $0.4 million gain pertaining to a net receipt settlement in December 2007 under the terms of Products Corporation’s 2007 Interest Rate Swap; and (3) $1.7 million of net losses accumulated in Accumulated Other Comprehensive Loss pertaining to the change in fair value of the 2007 Interest Rate Swap. The Company designated Products Corporation’s Interest Rate Swaps as hedging instruments and accordingly applies hedge accounting under the Derivatives and Hedging Topic to such swap transactions. (See the discussion of Critical Accounting Policies in this Form 10-K).
(b)	Amount represents a change in Accumulated Other Comprehensive Income (Loss) as a result of the amortization of unrecognized prior service costs and actuarial losses (gains) arising during 2007, 2008 and 2009 related to the Company’s pension and other post-retirement plans. (See Note 13, “Savings Plan, Pension and Post-retirement Benefits”).
(c)	Amounts related to “Deferred Loss — Hedging” represent (1) net unrealized losses of $5.3 million on the Interest Rate Swaps (see Note 11, “Financial Instruments”) and (2) the reversal of amounts recorded in Accumulated Other Comprehensive Income (Loss) pertaining to net settlement receipts of $0.2 million and net settlement payments of $2.2 million on the Interest Rate Swaps.
(d)	Amounts related to “Deferred Loss — Hedging” represent (1) the change in net unrealized losses of $1.3 million on the Interest Rate Swaps (see Note 11, “Financial Instruments”) and (2) the reversal of amounts recorded in Accumulated Other Comprehensive Loss pertaining to net settlement receipts of $0.8 million and net settlement payments of $5.8 million on the Interest Rate Swaps.
(e)	The amortization of pension related costs of $12.0 million recorded in Accumulated Other Comprehensive Loss includes a non-cash curtailment gain of $0.8 million recognized in earnings related to the recognition of previously unrecognized prior service costs resulting from the May 2009 Pension Plan Amendments.
(f)	The $9.5 million increase in pension liabilities recorded within Accumulated Other Comprehensive Loss is the result of the re-measurement of the pension liabilities, primarily in connection with the May 2009 Pension Plan Amendments and the May 2009 Program. In connection with the May 2009 Pension Plan Amendments, the Company also recognized a curtailment gain of $9.2 million, which reduced its pension liability and was recorded as an offset against the net actuarial losses previously reported within Accumulated Other Comprehensive Loss. (See Note 13, “Savings Plan, Pension and Post-retirement Benefits”).

16.   RELATED PARTY TRANSACTIONS

As of December 31, 2009, MacAndrews & Forbes beneficially owned shares of Revlon, Inc.’s Class A Common Stock and Class B Common Stock having approximately 77% of the combined voting power of all of Revlon, Inc.’s outstanding shares of Common Stock and Preferred Stock. Revlon, Inc. in turn directly owns all 5,260 outstanding shares of Products Corporation’s common stock. As a result, MacAndrews & Forbes is able to elect the entire Board of Directors of Revlon, Inc. and Products Corporation and control the vote on all matters submitted to a vote of Revlon, Inc.’s and Products Corporation’s stockholders. MacAndrews & Forbes is wholly-owned by Ronald O. Perelman, Chairman of Revlon, Inc.’s and Products Corporation’s Board of Directors.

Transfer Agreements

In June 1992, Revlon, Inc. and Products Corporation entered into an asset transfer agreement with Revlon Holdings LLC, a Delaware limited liability company and formerly a Delaware corporation known as Revlon Holdings Inc. (“Revlon Holdings”), and which is an affiliate and an indirect wholly-owned subsidiary of MacAndrews & Forbes, and certain of Revlon Holdings’ wholly-owned subsidiaries. Revlon, Inc. and Products Corporation also entered into a real property asset transfer agreement with Revlon Holdings. Pursuant to such agreements, on June 24, 1992 Revlon Holdings transferred assets to Products Corporation and Products Corporation assumed all of the liabilities of Revlon Holdings, other than certain specifically excluded assets and liabilities (the liabilities excluded are referred to as the “Excluded Liabilities”). Certain consumer products lines sold in demonstrator-assisted distribution channels considered not integral to the Company’s business and that historically had not been profitable and certain other assets and liabilities were retained by Revlon Holdings. Revlon Holdings agreed to indemnify Revlon, Inc. and Products Corporation against losses arising from the Excluded Liabilities, and

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Revlon, Inc. and Products Corporation agreed to indemnify Revlon Holdings against losses arising from the liabilities assumed by Products Corporation. The amounts reimbursed by Revlon Holdings to Products Corporation for the Excluded Liabilities for 2009, 2008 and 2007 were $0.3 million, $0.3 million and $0.1 million, respectively.

Reimbursement Agreements

Revlon, Inc., Products Corporation and MacAndrews & Forbes Inc. (a wholly-owned subsidiary of MacAndrews & Forbes Holdings) have entered into reimbursement agreements (the “Reimbursement Agreements”) pursuant to which (i) MacAndrews & Forbes Inc. is obligated to provide (directly or through affiliates) certain professional and administrative services, including, without limitation, employees, to Revlon, Inc. and its subsidiaries, including, without limitation, Products Corporation, and purchase services from third party providers, such as insurance, legal and accounting services and air transportation services, on behalf of Revlon, Inc. and its subsidiaries, including Products Corporation, to the extent requested by Products Corporation, and (ii) Products Corporation is obligated to provide certain professional and administrative services, including, without limitation, employees, to MacAndrews & Forbes and purchase services from third party providers, such as insurance, legal and accounting services, on behalf of MacAndrews & Forbes to the extent requested by MacAndrews & Forbes, provided that in each case the performance of such services does not cause an unreasonable burden to MacAndrews & Forbes or Products Corporation, as the case may be.

Products Corporation reimburses MacAndrews & Forbes for the allocable costs of the services purchased for or provided to Products Corporation and its subsidiaries and for the reasonable out-of-pocket expenses incurred in connection with the provision of such services. MacAndrews & Forbes reimburses Products Corporation for the allocable costs of the services purchased for or provided to MacAndrews & Forbes and for the reasonable out-of-pocket expenses incurred in connection with the purchase or provision of such services. Each of Revlon, Inc. and Products Corporation, on the one hand, and MacAndrews & Forbes Inc., on the other, has agreed to indemnify the other party for losses arising out of the provision of services by it under the Reimbursement Agreements, other than losses resulting from its willful misconduct or gross negligence.

The Reimbursement Agreements may be terminated by either party on 90 days’ notice. Products Corporation does not intend to request services under the Reimbursement Agreements unless their costs would be at least as favorable to Products Corporation as could be obtained from unaffiliated third parties.

Revlon, Inc. and Products Corporation participate in MacAndrews & Forbes’ directors and officers liability insurance program, which covers Revlon, Inc. and Products Corporation, as well as MacAndrews & Forbes. The limits of coverage are available on an aggregate basis for losses to any or all of the participating companies and their respective directors and officers. Revlon, Inc. and Products Corporation reimburse MacAndrews & Forbes from time to time for their allocable portion of the premiums for such coverage or they pay the insurers directly, which premiums the Company believes are more favorable than the premiums the Company would pay were it to secure stand-alone coverage. Any amounts paid by Revlon, Inc. and Products Corporation directly to MacAndrews & Forbes in respect of premiums are included in the amounts paid under the Reimbursement Agreements. The net amounts reimbursable from (payable to) MacAndrews & Forbes to (from) Products Corporation for the services provided under the Reimbursement Agreements for 2009, 2008 and 2007 were nil, $(1.4) million (primarily in respect of reimbursements for insurance premiums in 2008), and $0.6 million, respectively.

Tax Sharing Agreements

As a result of a debt-for-equity exchange transaction completed in March 2004 (the “2004 Revlon Exchange Transactions”), as of March 25, 2004, Revlon, Inc., Products Corporation and their U.S. subsidiaries were no longer included in the MacAndrews & Forbes Group for U.S. federal income tax purposes. See Note 12, “Income Taxes”, for further discussion on these agreements and related transactions in 2009, 2008 and 2007.

Senior Subordinated Term Loan

For a description of transactions with MacAndrews & Forbes in 2009 and 2008 in connection with the Senior Subordinated Term Loan, including, without limitation, the full repayment of the balance of Products Corporation’s 85/8% Senior Subordinated Notes on their February 1, 2008 maturity date using the proceeds of the Senior

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Subordinated Term Loan, as well as the extension of the maturity date and the change in the annual interest rate on the Contributed Loan and the Non-Contributed Loan portions of the Senior Subordinated Term Loan and other related transactions in connection with the closing of the 2009 Exchange Offer, see Note 9, “Long-Term Debt — Recent Transactions — Exchange Offer and Extension of the maturity of the Senior Subordinated Term Loan, 2008 Transactions — Full Repayment of the 85/8% Senior Subordinated Notes with the Senior Subordinated Term Loan, and (d) Senior Subordinated Term Loan Agreement.”

Other Refinancing Transactions and Rights Offerings

In January 2007, Revlon, Inc. successfully completed the $100 Million Rights Offering, which allowed each stockholder of record of Revlon, Inc.’s Class A and Class B Common Stock as of the close of business on December 11, 2006, the record date set by Revlon, Inc.’s Board of Directors, to purchase additional shares of Class A Common Stock. The subscription price for each share of Class A Common Stock purchased in the $100 Million Rights Offering, including shares purchased in the private placement by MacAndrews & Forbes, was $10.50 per share.

In completing the $100 Million Rights Offering, in January 2007, Revlon, Inc. issued an additional 9,523,809 shares of its Class A Common Stock, including 3,784,747 shares subscribed for by public shareholders (other than MacAndrews & Forbes) and 5,739,062 shares issued to MacAndrews & Forbes in a private placement directly from Revlon, Inc. pursuant to a Stock Purchase Agreement between Revlon, Inc. and MacAndrews & Forbes, dated as of December 18, 2006. The shares issued to MacAndrews & Forbes represented the number of shares of Revlon, Inc.’s Class A Common Stock that MacAndrews & Forbes would otherwise have been entitled to purchase pursuant to its basic subscription privilege in the $100 Million Rights Offering (which was approximately 60% of the shares of Revlon, Inc.’s Class A Common Stock offered in the $100 Million Rights Offering).

Upon completing the $100 Million Rights Offering, Revlon, Inc. promptly transferred the net proceeds to Products Corporation, which it used in February 2007 to redeem $50.0 million aggregate principal amount of its 85/8% Senior Subordinated Notes (prior to their full repayment in February 2008), at an aggregate redemption price of $50.3 million, including $0.3 million of accrued and unpaid interest up to, but not including, the redemption date. In January 2007, Products Corporation used the remainder of such proceeds to repay approximately $43.3 million of indebtedness outstanding under Products Corporation’s 2006 Revolving Credit Facility, without any permanent reduction in that commitment, after paying approximately $2.0 million of fees and expenses incurred in connection with such offering, with approximately $5 million of the remaining net proceeds being available for general corporate purposes.

Other

Pursuant to a lease dated April 2, 1993 (the “Edison Lease”), Revlon Holdings leased to Products Corporation the Edison, N.J. research and development facility for a term of up to 10 years with an annual rent of $1.4 million and certain shared operating expenses payable by Products Corporation which, together with the annual rent, were not to exceed $2.0 million per year. In August 1998, Revlon Holdings sold the Edison facility to an unrelated third party, which assumed substantially all liability for environmental claims and compliance costs relating to the Edison facility, and in connection with the sale Products Corporation terminated the Edison Lease and entered into a new lease with the new owner. Revlon Holdings agreed to indemnify Products Corporation through September 1, 2013 (the term of the new lease) to the extent that rent under the new lease exceeds the rent that would have been payable under the terminated Edison Lease had it not been terminated. The net amounts reimbursed by Revlon Holdings to Products Corporation with respect to the Edison facility for 2009, 2008 and 2007 were $0.4 million, $0.4 million and $0.3 million, respectively.

Certain of Products Corporation’s debt obligations, including the 2006 Credit Agreements and Products Corporation’s 93/4% Senior Secured Notes, have been, and may in the future be, supported by, among other things, guaranties from Revlon, Inc. and, subject to certain limited exceptions, all of the domestic subsidiaries of Products Corporation. The obligations under such guaranties are and were secured by, among other things, the capital stock of Products Corporation and, subject to certain limited exceptions, the capital stock of all of Products Corporation’s

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domestic subsidiaries and 66% of the capital stock of Products Corporation’s and its domestic subsidiaries’ first-tier foreign subsidiaries.

During 2008 and 2007, Products Corporation paid $0.4 million and $0.7 million, respectively, to a nationally-recognized security services company, in which MacAndrews & Forbes had a controlling interest, for security officer services. Products Corporation’s decision to engage such firm was based upon its expertise in the field of security services, and the rates were competitive with industry rates for similarly situated security firms. Effective in August 2008, MacAndrews & Forbes disposed of its interest in such security services company and accordingly from and after such date is no longer a related party.

Fidelity Management Trust Company, a wholly-owned subsidiary of FMR, acts as trustee of the 401(k) Plan. During 2009, 2008 and 2007, the Company paid Fidelity Management Trust Company approximately $0.2 million, nil and $0.1 million, respectively, to administer the Company’s 2009 Exchange Offer and the $100 Million Rights Offering completed in 2007 with respect to 401(k) Plan participants and to administer the Company’s 401(k) Plan. The fees for such services were based on standard rates charged by Fidelity Management Trust Company for similar services and are not material to the Company or FMR.

17.   COMMITMENTS AND CONTINGENCIES

Products Corporation currently leases manufacturing, executive, research and development, and sales facilities and various types of equipment under operating and capital lease agreements. Rental expense was $16.8 million, $15.3 million and $18.2 million for the years ended December 31, 2009, 2008 and 2007, respectively. Minimum rental commitments under all noncancelable leases, including those pertaining to idled facilities, with remaining lease terms in excess of one year from December 31, 2009 aggregated $72.9 million. Such commitments for each of the five years and thereafter subsequent to December 31, 2009 are $17.0 million, $15.2 million, $13.4 million, $11.3 million, $7.6 million and $8.4 million, respectively.

The Company is involved in various routine legal proceedings incident to the ordinary course of its business. The Company believes that the outcome of all pending legal proceedings in the aggregate is unlikely to have a material adverse effect on the Company’s business, financial condition and/or results of operations.

18.   QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of the unaudited quarterly results of operations:

	Year Ended December 31, 2009
	1st		2nd		3rd		4th
	Quarter		Quarter		Quarter		Quarter
Net sales	$	303.3	$	321.8	$	326.2	$	344.6
Gross profit		192.3		201.2		208.3		219.4
Income (loss) from continuing operations		14.5		1.5		26.3		16.2
Income from discontinued operations		—		0.3		—		—
Net income		14.5		1.8		26.3		16.2

	Year Ended December 31, 2008
	1st			2nd		3rd			4th
	Quarter			Quarter		Quarter			Quarter
Net sales	$	311.7		$	366.5	$	334.4		$	334.2
Gross profit		198.7			241.9		207.6			207.7
(Loss) income from continuing operations		(0.7	)		21.7		(13.2	)		13.2
Income from discontinued operations		0.2			0.1		44.4			0.1
Net (loss) income		(0.5	)		21.8		31.2			13.3

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19.   GEOGRAPHIC, FINANCIAL AND OTHER INFORMATION

The Company manages its business on the basis of one reportable operating segment. (See Note 1, “Summary of Significant Accounting Policies”, for a brief description of the Company’s business.) As of December 31, 2009, the Company had operations established in 14 countries outside of the U.S. and its products are sold throughout the world. Generally, net sales by geographic area are presented by attributing revenues from external customers on the basis of where the products are sold. During 2009, 2008 and 2007, Wal-Mart and its affiliates worldwide accounted for approximately 23%, 23% and 24%, respectively, of the Company’s net sales. The Company expects that Wal-Mart and a small number of other customers will, in the aggregate, continue to account for a large portion of the Company’s net sales. As is customary in the consumer products industry, none of the Company’s customers is under an obligation to continue purchasing products from the Company in the future.

In the tables below, certain prior year amounts have been reclassified to conform to the current period’s presentation.

	Year Ended December 31,
	2009				2008				2007
Geographic area:
Net sales:
United States	$	747.9	58	%	$	782.6	58	%	$	804.2	59	%
International		548.0	42	%		564.2	42	%		562.9	41	%
	$	1,295.9			$	1,346.8			$	1,367.1

	December 31,
	2009				2008				2007
Long-lived assets — net:
United States	$	302.2	79	%	$	308.3	80	%	$	332.3	80	%
International		82.0	21	%		76.6	20	%		81.0	20	%
	$	384.2			$	384.9			$	413.3

	Year Ended December 31,
	2009				2008				2007
Classes of similar products:
Net sales:
Color cosmetics	$	785.5	61	%	$	831.0	62	%	$	792.1	58	%
Beauty care and fragrance		510.4	39	%		515.8	38	%		575.0	42	%
	$	1,295.9			$	1,346.8			$	1,367.1

20.   SUBSEQUENT EVENTS

Impact of Foreign Currency Translation — Venezuela

Highly-Inflationary Economy:  Effective January 1, 2010, Venezuela has been designated as a highly inflationary economy under U.S. GAAP. As a result, beginning January 1, 2010, the U.S. dollar will be the functional currency for the Company’s subsidiary in Venezuela (“Revlon Venezuela”). Through December 31, 2009, prior to being designated as highly inflationary, currency translation adjustments of Revlon Venezuela’s balance sheet were reflected in shareholders’ equity as part of Other Comprehensive Income; however subsequent to January 1, 2010, such adjustments will be reflected in earnings.

Currency Devaluation:  On January 8, 2010, the Venezuelan government announced the devaluation of its local currency (“Bolivars”) relative to the U.S. dollar. The official exchange rate for non-essential goods has changed from 2.15 to 4.30. The Company uses Venezuela’s official rate to translate the financial statements of

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Revlon Venezuela. As the devaluation of Bolivars relative to the U.S. dollar occurred in 2010, it did not have an impact on the Company’s 2009 results of operations or financial position; however the Company expects the following impacts to its financial statements in 2010:

•  the Company’s consolidated financial results in 2010 are expected to be adversely impacted as a result of the currency devaluation. Revlon Venezuela accounted for approximately 4% and 7% of the Company’s 2009 consolidated net sales and operating income, respectively; and

•  a foreign currency loss in the first quarter of 2010 of approximately $3 million related to the required re-measurement of Revlon Venezuela’s balance sheet during the first quarter of 2010 to reflect the impact of the currency devaluation. As Venezuela has been designated as a highly inflationary economy effective January 1, 2010, this foreign currency loss will be reflected in earnings.

Possible refinancing of the 2006 Credit Agreements

As part of the Company’s strategy to continue to improve its capital structure, on February 25, 2010, the Company filed with the SEC a Current Report on Form 8-K disclosing that Products Corporation is exploring a possible refinancing of its existing 2006 Term Loan Facility and its 2006 Revolving Credit Facility, including disclosure of the possible principle terms and conditions of such refinancing. There can be no assurances that such refinancing will be finalized and closed. Products Corporation was in compliance with all applicable covenants under its 2006 Credit Agreements as of December 31, 2009 and the date of this filing.

21.   GUARANTOR FINANCIAL INFORMATION

Products Corporation’s 93/4% Senior Secured Notes due November 15, 2015 are fully and unconditionally guaranteed on a senior secured basis by Revlon, Inc. and Products Corporation’s domestic subsidiaries (other than certain immaterial subsidiaries) that guarantee the Products Corporation’s obligations under its 2006 Bank Credit Agreements (the “Guarantor Subsidiaries”).

The following Condensed Consolidating Financial Statements present the financial information as of December 31, 2009 and 2008, and for the years ended December 31, 2009, 2008 and 2007 for (i) Products Corporation on a stand-alone basis; (ii) the Guarantor Subsidiaries on a stand-alone basis; (iii) subsidiaries of Products Corporation that do not guarantee Products Corporation’s 93/4% Senior Secured Notes (the “Non-Guarantor Subsidiaries”) on a stand-alone basis; and (iv) Products Corporation, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries on a consolidated basis. The Condensed Consolidating Financial Statements are presented on the equity method, under which the investments in subsidiaries are recorded at cost and adjusted for the applicable share of the subsidiary’s cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

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Consolidating Condensed Balance Sheets
As of December 31, 2009

							Non-
	Products			Guarantor			Guarantor
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	27.4		$	0.4		$	26.7		$	—		$	54.5
Trade receivables, less allowances for doubtful accounts		81.1			15.5			85.1			—			181.7
Inventories		76.2			3.5			39.5			—			119.2
Prepaid expenses and other		60.1			4.3			26.5			—			90.9
Intercompany receivables		876.1			458.8			299.8			(1,634.7	)		—
Investment in subsidiaries		(254.0	)		(215.1	)		—			469.1			—
Property, plant and equipment, net		94.3			1.1			16.3			—			111.7
Other assets		56.8			2.7			30.4			—			89.9
Goodwill, net		150.6			30.0			2.0			—			182.6
Total assets	$	1,168.6		$	301.2		$	526.3		$	(1,165.6	)	$	830.5
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Short-term borrowings	$	—		$	—		$	0.3		$	—		$	0.3
Current portion of long-term debt		13.6			—			—			—			13.6
Accounts payable		55.8			5.0			21.6			—			82.4
Accrued expenses and other		133.2			9.5			66.2			—			208.9
Intercompany payables		510.2			625.6			498.9			(1,634.7	)		—
Long-term debt		1,127.8			—			—			—			1,127.8
Long-term debt — affiliates		107.0			—			—			—			107.0
Other long-term liabilities		214.8			15.7			53.8			—			284.3
Total liabilities		2,162.4			655.8			640.8			(1,634.7	)		1,824.3
Stockholder’s deficiency		(993.8	)		(354.6	)		(114.5	)		469.1			(993.8	)
Total liabilities and Stockholder’s deficiency	$	1,168.6		$	301.2		$	526.3		$	(1,165.6	)	$	830.5

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Consolidating Condensed Balance Sheets
As of December 31, 2008

							Non-
	Products			Guarantor			Guarantor
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	18.7		$	1.0		$	33.1		$	—		$	52.8
Trade receivables, less allowances for doubtful accounts		82.0			13.1			74.8			—			169.9
Inventories		104.2			4.8			45.2			—			154.2
Prepaid expenses and other		48.2			3.4			28.9			—			80.5
Intercompany receivables		854.6			440.1			259.0			(1,553.7	)		—
Investment in subsidiaries		(261.0	)		(232.5	)		—			493.5			—
Property, plant and equipment, net		97.0			1.5			14.3			—			112.8
Other assets		59.9			3.5			26.1			—			89.5
Goodwill, net		150.6			30.0			2.0			—			182.6
Total assets	$	1,154.2		$	264.9		$	483.4		$	(1,060.2	)	$	842.3
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
Short-term borrowings	$	—		$	—		$	0.5		$	—		$	0.5
Current portion of long-term debt		18.7			—			0.2			—			18.9
Accounts payable		54.8			2.5			20.8			—			78.1
Accrued expenses and other		153.3			10.4			61.7			—			225.4
Intercompany payables		463.5			602.4			487.8			(1,553.7	)		—
Long-term debt		1,203.2			—			—			—			1,203.2
Long-term debt — affiliates		107.0			—			—			—			107.0
Other long-term liabilities		237.0			8.4			47.2			—			292.6
Total liabilities		2,237.5			623.7			618.2			(1,553.7	)		1,925.7
Stockholder’s deficiency		(1,083.3	)		(358.8	)		(134.8	)		493.5			(1,083.4	)
Total liabilities and Stockholder’s deficiency	$	1,154.2		$	264.9		$	483.4		$	(1,060.2	)	$	842.3

F-49

Consolidating Condensed Statement of Operations
For the Year Ended December 31, 2009

							Non-
	Products			Guarantor			Guarantor
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	852.6		$	71.0		$	500.9		$	(128.6	)	$	1,295.9
Cost of sales		373.0			31.2			199.1			(128.6	)		474.7
Gross profit		479.6			39.8			301.8			—			821.2
Selling, general and administrative expenses		375.7			33.7			210.2			—			619.6
Restructuring costs and other, net		16.7			1.2			3.4			—			21.3
Operating income		87.2			4.9			88.2			—			180.3
Other expenses (income):
Intercompany interest, net		(2.0	)		(1.5	)		4.9			—			1.4
Interest expense		91.2			0.1			0.3			—			91.6
Interest income		—			—			(0.5	)		—			(0.5	)
Amortization of debt issuance costs		5.5			—			—			—			5.5
Loss on early extinguishment of debt, net		5.8			—			—			—			5.8
Foreign currency (gains) losses, net		(0.8	)		0.4			9.3			—			8.9
Miscellaneous, net		(36.4	)		(5.0	)		42.4			—			1.0
Other expenses, net		63.3			(6.0	)		56.4			—			113.7
Income from continuing operations before income taxes		23.9			10.9			31.8			—			66.6
Provision for income taxes		(25.6	)		23.1			10.6			—			8.1
Income (loss) from continuing operations		49.5			(12.2	)		21.2			—			58.5
Income from discontinued operations, net of taxes		0.3			—			—			—			0.3
Equity in earnings of subsidiaries		8.9			12.6			—			(21.5	)		—
Net income	$	58.7		$	0.4		$	21.2		$	(21.5	)	$	58.8

F-50

Consolidating Condensed Statement of Operations

For the Year Ended December 31, 2008

							Non-
	Products			Guarantor			Guarantor
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	898.9		$	81.6		$	510.0		$	(143.7	)	$	1,346.8
Cost of sales		398.5			34.4			201.7			(143.7	)		490.9
Gross profit		500.4			47.2			308.3			—			855.9
Selling, general and administrative expenses		431.5			40.5			229.6			—			701.6
Restructuring costs and other, net		(3.4	)		—			(5.0	)		—			(8.4	)
Operating income		72.3			6.7			83.7			—			162.7
Other expenses (income):
Intercompany interest, net		(1.7	)		(1.6	)		3.3			—			—
Interest expense		119.1			0.1			0.5			—			119.7
Interest income		(0.4	)		—			(0.3	)		—			(0.7	)
Amortization of debt issuance costs		5.6			—			—			—			5.6
Loss on early extinguishment of debt, net		0.7			—			—			—			0.7
Foreign currency (gains) losses, net		—			(1.4	)		1.5			—			0.1
Miscellaneous, net		(35.5	)		3.2			32.7			—			0.4
Other expenses, net		87.8			0.3			37.7			—			125.8
(Loss) income from continuing operations before income taxes		(15.5	)		6.4			46.0			—			36.9
Provision for income taxes		(0.4	)		(1.2	)		17.5			—			15.9
(Loss) income from continuing operations		(15.1	)		7.6			28.5			—			21.0
Income from discontinued operations, net of taxes		—			—			44.8			—			44.8
Equity in earnings of subsidiaries		80.8			58.1			—			(138.9	)		—
Net income	$	65.7		$	65.7		$	73.3		$	(138.9	)	$	65.8

F-51

Consolidating Condensed Statement of Operations
For the Year Ended December 31, 2007

							Non-
	Products			Guarantor			Guarantor
	Corporation			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	901.7		$	100.2		$	492.2		$	(127.0	)	$	1,367.1
Cost of sales		386.0			43.6			203.1			(127.0	)		505.7
Gross profit		515.7			56.6			289.1			—			861.4
Selling, general and administrative expenses		464.1			46.4			218.2			—			728.7
Restructuring costs and other, net		6.5			—			0.8			—			7.3
Operating income		45.1			10.2			70.1			—			125.4
Other expenses (income):
Intercompany interest, net		(1.2	)		0.1			1.1			—			—
Interest expense		135.1			—			0.5			—			135.6
Interest income		(1.4	)		—			(0.5	)		—			(1.9	)
Amortization of debt issuance costs		3.3			—			—			—			3.3
Loss on early extinguishment of debt, net		0.1			—			—			—			0.1
Foreign currency gains, net		(2.0	)		—			(4.8	)		—			(6.8	)
Miscellaneous, net		(37.8	)		1.0			36.4			—			(0.4	)
Other expenses, net		96.1			1.1			32.7			—			129.9
(Loss) income from continuing operations before income taxes		(51.0	)		9.1			37.4			—			(4.5	)
Provision for income taxes		(11.5	)		9.5			9.4			—			7.4
(Loss) income from continuing operations		(39.5	)		(0.4	)		28.0			—			(11.9	)
Income from discontinued operations, net of taxes		—			—			2.9			—			2.9
Equity in earnings of subsidiaries		30.4			17.5			—			(47.9	)		—
Net (loss) income	$	(9.1	)	$	17.1		$	30.9		$	(47.9	)	$	(9.0	)

F-52

Consolidating Condensed Statement of Cash Flow
For the Year Ended December 31, 2009

							Non-
	Products			Guarantor			Guarantor
	Corporation			Subsidiaries			Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	112.1		$	(1.6	)	$	(7.2	)	$	—	$	103.3
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(11.7	)		(0.2	)		(3.3	)		—		(15.2	)
Proceeds from the sale of certain assets including a non-core trademark		—			—			2.5			—		2.5
Net cash used in investing activities		(11.7	)		(0.2	)		(0.8	)		—		(12.7	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-term borrowings and overdraft.		5.2			1.0			(0.2	)		—		6.0
Proceeds from the issuance of long-term debt		326.4			—			—			—		326.4
Repayment of long-term debt		(400.1	)		—			(0.3	)		—		(400.4	)
Payment of financing costs		(23.4	)		—			—			—		(23.4	)
Net cash (used in) provided by financing activities		(91.9	)		1.0			(0.5	)		—		(91.4	)
Net cash provided by discontinued operations		0.2			—			—			—		0.2
Effect of exchange rate changes on cash and cash equivalents		—			0.1			2.2			—		2.3
Net increase (decrease) in cash and cash equivalents		8.7			(0.7	)		(6.3	)		—		1.7
Cash and cash equivalents at beginning of period		18.7			1.0			33.1			—		52.8
Cash and cash equivalents at end of period	$	27.4		$	0.3		$	26.8		$	—	$	54.5

F-53

Consolidating Condensed Statement of Cash Flow

For the Year Ended December 31, 2008

							Non-
	Products			Guarantor			Guarantor
	Corporation			Subsidiaries			Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities	$	37.0		$	(3.7	)	$	(0.2	)	$	—	$	33.1
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(15.4	)		(0.7	)		(4.6	)		—		(20.7	)
Proceeds from the sale of assets of discontinued operations		107.6			—			—			—		107.6
Proceeds from the sale of certain assets including a non-core trademark		6.1			—			7.5			—		13.6
Net cash provided by (used in) investing activities		98.3			(0.7	)		2.9			—		100.5
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-term borrowings and overdraft.		3.6			0.5			(1.0	)		—		3.1
Repayment under the 2006 Revolving Credit Facility, net		(43.5	)		—			—			—		(43.5	)
Proceeds from the issuance of long-term debt — affiliates		170.0			—			—			—		170.0
Repayment of long-term debt		(173.7	)		—			(0.2	)		—		(173.9	)
Repayment of long-term debt — affiliates		(63.0	)		—			—			—		(63.0	)
Payment of financing costs		(4.6	)		—			—			—		(4.6	)
Net cash (used in) provided by financing activities		(111.2	)		0.5			(1.2	)		—		(111.9	)
Net cash (used in) provided by discontinued operations		(12.7	)		—			0.5			—		(12.2	)
Effect of exchange rate changes on cash and cash equivalents		—			(0.2	)		(1.6	)		—		(1.8	)
Net increase (decrease) in cash and cash equivalents		11.4			(4.1	)		0.4			—		7.7
Cash and cash equivalents at beginning of period		7.3			5.0			32.8			—		45.1
Cash and cash equivalents at end of period	$	18.7		$	0.9		$	33.2		$	—	$	52.8

F-54

Consolidating Condensed Statement of Cash Flow

For the Year Ended December 31, 2007

							Non-
	Products			Guarantor			Guarantor
	Corporation			Subsidiaries			Subsidiaries			Eliminations		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	$	(12.3	)	$	0.7		$	11.9		$	—	$	0.3
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(15.8	)		(0.3	)		(3.7	)		—		(19.8	)
Proceeds from the sale of certain assets including a non-core trademark		1.8			—			0.6			—		2.4
Net cash used in investing activities		(14.0	)		(0.3	)		(3.1	)		—		(17.4	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-term borrowings and overdraft.		(1.7	)		—			(3.7	)		—		(5.4	)
Repayment under the 2006 Revolving Credit Facility, net		(14.0	)		—			—			—		(14.0	)
Proceeds from the issuance of long-term debt		—			—			0.7			—		0.7
Repayment of long-term debt		(50.0	)		—			(0.2	)		—		(50.2	)
Capital contribution from direct parent, net		98.9			—			—			—		98.9
Payment of financing costs		(0.9	)		—			—			—		(0.9	)
Net cash provided by (used in) financing activities		32.3			—			(3.2	)		—		29.1
Net cash used in discontinued operations		—			—			(2.6	)		—		(2.6	)
Effect of exchange rate changes on cash and cash equivalents		—			(0.1	)		0.6			—		0.5
Net increase in cash and cash equivalents		6.0			0.3			3.6			—		9.9
Cash and cash equivalents at beginning of period		1.3			4.8			29.1			—		35.2
Cash and cash equivalents at end of period	$	7.3		$	5.1		$	32.7		$	—	$	45.1

F-55

Schedule II

REVLON, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2009, 2008 and 2007
(dollars in millions)

	Balance at		Charged to						Balance at
	Beginning		Cost and			Other			End of
	Year		Expenses			Deductions			Year
Allowance for Doubtful Accounts(1):
2009	$	3.3	$	0.9		$	(0.4	)	$	3.8
2008		3.5		0.4			(0.6	)		3.3
2007		3.5		(0.4	)		0.4			3.5
Allowance for Volume and Early Payment Discounts(2):
2009	$	13.5	$	56.2		$	(55.3	)	$	14.4
2008		15.2		56.0			(57.7	)		13.5
2007		13.7		52.1			(50.6	)		15.2
Allowance for Sales Returns(3):
2009	$	70.2	$	86.0		$	(90.7	)	$	65.5
2008		80.4		84.7			(94.9	)		70.2
2007		124.6		92.3			(136.5	)		80.4

(1)	Doubtful accounts written off, less recoveries, reclassifications and foreign currency translation adjustments.
(2)	Discounts taken, reclassifications and foreign currency translation adjustments.
(3)	Sales returns as a reduction to sales and cost of sales, and an increase to accrued liabilities and inventories.

F-56

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Revlon Consumer Products Corporation
(Registrant)

By: /s/  Alan T. Ennis
Alan T. Ennis
President,
Chief Executive Officer and
Director By: /s/  Steven Berns
Steven Berns
Executive Vice President
and
Chief Financial Officer By: /s/  Gina M. Mastantuono
Gina M. Mastantuono
Senior Vice President,
Corporate Controller and
Chief Accounting Officer

Dated: February 25, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by

the following persons on behalf of the Registrant on February 25, 2010 and in the capacities

indicated.

Signature		Title
/s/	Ronald O. Perelman	Chairman of the Board and Director
	(Ronald O. Perelman)
/s/	Barry F. Schwartz	Director
	(Barry F. Schwartz)
/s/	David L. Kennedy	Vice Chairman and Director
	(David L. Kennedy)
/s/	Alan S. Bernikow	Director
	(Alan S. Bernikow)
/s/	Paul J. Bohan	Director
	(Paul J. Bohan)

EX-4.7

Exhibit 4.7

EXECUTION COPY

This GUARANTY is subject to the terms and provisions of the INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, dated as of July 9, 2004 (as such agreement may be amended, amended and restated, supplemented or otherwise modified from time, the “Intercreditor Agreement”), among Citicorp USA, Inc., as administrative agent for the Multi-Currency Lenders and Issuing Lenders, Citicorp USA, Inc., as administrative agent for the Term Loan Lenders, Citicorp USA, Inc., as collateral agent for the Secured Parties, Revlon, Inc., Revlon Consumer Products Corporation and each other Guarantor.

Guaranty

          Guaranty, dated as of July 9, 2004, by Revlon, Inc. (the “Parent”), Revlon Consumer Products Corporation (the “Company”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 23 (Additional Guarantors) hereof (each a “Subsidiary Guarantor” and, together with the Parent and the Company, collectively, the “Guarantors” and individually a “Guarantor”), in favor of Citicorp USA, Inc. (“Citicorp”), as the collateral agent for the Secured Parties (the “Collateral Agent”, and together with the other Secured Parties each a “Guarantied Party” and, collectively, the “Guarantied Parties”).

Witnesseth:

          Whereas, pursuant to the Credit Agreement dated as of July 9, 2004 (together with all appendices, exhibits and schedules thereto and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms defined therein and used herein having the meanings given to them in the Credit Agreement) among the Company, certain of its subsidiaries, as Local Borrowing Subsidiaries, the Lenders and Issuing Lenders party thereto and Citicorp, as administrative agent for the Multi-Currency Lenders and Issuing Lenders, Citicorp, as administrative agent for the Term Loan Lenders, and the Collateral Agent, the Lenders and the Issuing Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;

          Whereas, the Parent is the sole shareholder of the Company and each Subsidiary Guarantor is a direct or indirect Subsidiary of the Company;

          Whereas, each Guarantor will receive substantial direct and indirect benefits from the making of the Loans, the issuance of the Letters of Credit and the granting of the other financial accommodations to the Borrowers under the Credit Agreement; and

          Whereas, a condition precedent to the obligation of the Lenders and the Issuing Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement is that the Guarantors shall have executed and delivered this Guaranty for the benefit of the Guarantied Parties;

          Now, Therefore, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Guaranty

          Section 1 Guaranty

          (a) To induce the Lenders to make the Loans and the Issuing Lenders to issue Letters of Credit:

               (i) Each Guarantor, other than the Company, hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the (x) Payment Obligations and (y) Designated Eligible Obligations, in each case, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Obligor, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and not of collection.

               (ii) The Company, as a Guarantor, hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the (x) Payment Obligations owed by any Borrower (other than the Company) and (y) Designated Eligible Obligations, in each case, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Obligor, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and not of collection.

          For purposes of this Guaranty, (a) the term “Obligations” shall mean (i) in the case of the Company, the Payment Obligations owed by any Borrower (other than the Company) and the Designated Eligible Obligations and (ii) in the case of each other Guarantor, the Payment Obligations and the Designated Eligible Obligations (other than any Designated Eligible Obligations of such Guarantor), and (b) the term “Obligor” shall mean (i) in the case of Payment Obligations, the Borrowers and (ii) in the case of any Designated Eligible Obligations, the Company or any Subsidiary of the Company that is obligated thereunder. “Pay in full,” “paid in full” or “payment in full” shall mean, with respect to the Obligations, the payment in full in cash of the principal of, accrued (but unpaid) interest and premium, if any, on all such Obligations and, with respect to letters of credit outstanding thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the terms thereof, in each case, after or concurrently with termination of all Commitments thereunder and payment in full in cash of any other Obligations that are due and payable at or prior to the time such principal and interest are paid.

          (b) Each Guarantor further agrees that, if (i) any payment made by any Obligor that is applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or

2

Guaranty

repaid, or (ii) the proceeds of Collateral that are applied to the Obligations are required to be returned by any Guarantied Party to such Obligor, its estate, trustee, receiver or any other party, including any Guarantor, under any bankruptcy law, equitable cause or any other Requirement of Law, then, to the extent of such amount required to be refunded, repaid or returned, any such Guarantor’s liability hereunder (and any Lien or other Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment or proceeds had never been made or received. If, prior to any of the foregoing, this Guaranty shall have been cancelled or surrendered (and if any Lien or other Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien or other Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Guarantor in respect of the amount of such payment (or any Lien or other Collateral securing such obligation).

          Section 2 Limitation of Guaranty

          Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount of the Obligations for which any Subsidiary Guarantor shall be liable shall not exceed the maximum amount for which such Subsidiary Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Subsidiary Guarantor, subject to avoidance under applicable law relating to fraudulent conveyance or fraudulent transfer (including Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law) (collectively, “Fraudulent Transfer Laws”), in each case after giving effect (a) to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to any Obligor to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder) and (b) to the value as assets of such Subsidiary Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Subsidiary Guarantor pursuant to (i) applicable Requirements of Law, (ii) Section 3 (Contribution) of this Guaranty or (iii) any other Contractual Obligations providing for an equitable allocation among such Subsidiary Guarantor and other Subsidiaries or Affiliates of the Company of obligations arising under this Guaranty or other guaranties of the Obligations by such parties.

          Section 3 Contribution

          To the extent that any Subsidiary Guarantor shall be required hereunder to pay a portion of the Obligations exceeding the greater of (a) the amount of the economic benefit actually received by such Subsidiary Guarantor from the Loans and (b) the amount such Subsidiary Guarantor would otherwise have paid if such Subsidiary Guarantor had paid the aggregate amount of the Obligations (excluding the amount thereof repaid by the Obligors in the same proportion as such Subsidiary Guarantor’s net worth at the date enforcement is sought hereunder bears to the aggregate net worth of all the Subsidiary Guarantors at the date enforcement is sought hereunder), then such Guarantor shall be reimbursed by such other Subsidiary Guarantors for the amount of such excess, pro rata, based on the respective net worths of such other Subsidiary Guarantors at the date enforcement hereunder is sought.

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Guaranty

          Section 4 Authorization; Other Agreements

          The Guarantied Parties are hereby authorized, without notice to, or demand upon, any Guarantor, which notice and demand requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to do each of the following:

          (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including the other Loan Documents) now or hereafter executed by the Obligors and delivered to the Guarantied Parties or any of them, including any increase or decrease of principal or the rate of interest thereon (it being understood that no such supplement, renewal, extension, acceleration, change, modification or amendment relating to the Obligations, or such agreement, document or instrument, shall be effective, except in accordance with the terms thereof);

          (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Obligors and delivered to the Guarantied Parties or any of them;

          (c) accept partial payments on the Obligations;

          (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral;

          (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner;

          (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with any Obligor or any other guarantor, maker or endorser;

          (g) apply to the Obligations any payment or recovery (x) from any Obligor, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor in such order as provided herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others;

          (h) apply to the Obligations any payment or recovery from any Guarantor of the Obligations or any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and

          (i) refund at any time any payment received by any Guarantied Party in respect of any Obligation, and payment to such Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior

4

Guaranty

cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations);

even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations that impairs any subrogation, reimbursement or other right of such Guarantor).

          Section 5 Guaranty Absolute and Unconditional

          Each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Guaranty are absolute and unconditional and shall not be discharged or otherwise affected as a result of any of the following:

          (a) the invalidity or unenforceability of any Obligor’s obligations under the Credit Agreement or any other Loan Document or any other agreement or instrument relating thereto, or any security for, or other guaranty of the Obligations or any part of them, or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations or any part of them;

          (b) the absence of any attempt to collect the Obligations or any part of them from the Obligors or other action to enforce the same;

          (c) failure by any Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights to, any Collateral;

          (d) any Guarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;

          (e) any borrowing or grant of a Lien by any Obligor, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code;

          (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations;

          (g) any use of cash collateral under Section 363 of the Bankruptcy Code;

          (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding;

          (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason;

          (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Obligor, any Guarantor or any of the Company’s other Subsidiaries, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest thereon) in or as a result of any such proceeding;

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Guaranty

          (k) failure by any Guarantied Party to file or enforce a claim against any Obligor or its estate in any bankruptcy or insolvency case or proceeding;

          (l) any action taken by any Guarantied Party if such action is authorized hereby;

          (m) any election following the occurrence of an Event of Default by any Guarantied Party to proceed separately against the personal property Collateral in accordance with such Guarantied Party’s rights under the UCC or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; or

          (n) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor or any other obligor on any obligations, other than the payment in full of the Obligations.

          Section 6 Waivers

          Each Guarantor hereby waives diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of any Obligor. Each Guarantor shall not, until the Obligations are paid in full, assert any claim or counterclaim it may have against any Obligor or set off any of its obligations to such Obligor against any obligations of such Obligor to it. In connection with the foregoing, each Guarantor covenants that its obligations hereunder shall not be discharged, except by payment in full of the Obligations. Without limiting any of the foregoing, each Guarantied Party agrees that prompt notice, to the extent required under any Loan Document, shall be given to the relevant Guarantor; provided, however, that failure to provide such notice shall not have any effect on any of the rights and remedies of the Guarantied Parties, or the duties and obligations of the Guarantors, hereunder.

          Section 7 Reliance

          Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Obligors and any endorser and other guarantor of all or any part of the Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, or any part thereof, that diligent inquiry would reveal, and each Guarantor hereby agrees that no Guarantied Party shall have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event any Guarantied Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Guarantor, such Guarantied Party shall be under no obligation (a) to undertake any investigation not a part of its regular business routine, (b) to disclose any information that such Guarantied Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) to make any other or future disclosures of such information or any other information to any Guarantor.

          Section 8 Waiver of Subrogation and Contribution Rights

          Until the Obligations have been paid in full, the Guarantors shall not enforce or otherwise exercise any right of subrogation to any of the rights of the Guarantied Parties or any part of them against any Obligor or any right of reimbursement or contribution or similar right

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against any Obligor by reason of this Agreement or by any payment made by any Guarantor in respect of the Obligations.

          Section 9 Subordination

          Each Guarantor hereby agrees that any Indebtedness of any Obligor now or hereafter owing to any Guarantor, whether heretofore, now or hereafter created (the “Guarantor Subordinated Debt”), is hereby subordinated to all of the Obligations to the extent set forth in this Section 9. From and after the receipt by the Collateral Agent of a Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable Default, the Guarantor Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Guaranty is terminated and of no further force or effect. No Guarantor shall accept any payment of or on account of any Guarantor Subordinated Debt at any time in contravention of the foregoing or the Credit Agreement. From and after the receipt by the Collateral Agent of a Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable Default, each Obligor shall pay to the Collateral Agent any payment of all or any part of the Guarantor Subordinated Debt and any amount so paid to the Collateral Agent shall be applied to payment of the Obligations as provided in the Intercreditor Agreement. Each payment on the Guarantor Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Guarantor as trustee for the Guarantied Parties and shall be paid over to the Collateral Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Guarantor’s liability hereof. Each Guarantor agrees to file all claims against any Obligor in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Guarantor Subordinated Debt, and the Collateral Agent shall be entitled to all of such Guarantor’s rights thereunder. If for any reason a Guarantor fails to file such claim at least ten Business Days prior to the last date on which such claim should be filed, such Guarantor hereby irrevocably appoints the Collateral Agent as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in such Guarantor’s name to file such claim or, in the Collateral Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Collateral Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Collateral Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Guarantor hereby assigns to the Collateral Agent all of such Guarantor’s rights to any payments or distributions to which such Guarantor otherwise would be entitled. If the amount so paid is greater than such Guarantor’s liability hereunder, the Collateral Agent shall pay the excess amount to the party entitled thereto. In addition, each Guarantor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact to exercise all of such Guarantor’s voting rights (other than in its capacity as a debtor or a debtor in possession) in connection with any bankruptcy proceeding or any plan for the reorganization of any Obligor.

          Section 10 Default; Remedies

          The obligations of each Guarantor hereunder are independent of and separate from the Obligations. If any Obligation is not paid when due, or upon any Event of Default or upon any default by any Obligor as provided in any other instrument or document evidencing all or any part of the Obligations, the Collateral Agent may, at its sole election (subject to the Intercreditor Agreement), proceed directly and at once, without notice, against any Guarantor to collect and recover the full amount or any portion of the Obligations then due, without first proceeding against such Obligor or any other guarantor of the Obligations, or against any

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Guaranty

Collateral under the Loan Documents or joining such Obligor or any other guarantor in any proceeding against any Guarantor.

          Section 11 Irrevocability; Termination

          This Guaranty shall be irrevocable as to the Obligations (or any part thereof) until the Commitments have been terminated and all monetary Obligations then outstanding have been irrevocably paid in full, at which time this Guaranty shall automatically be cancelled. Upon such cancellation and at the written request of any Guarantor or its successors or assigns, and at the cost and expense of such Guarantor or its successors or assigns, the Collateral Agent shall execute in a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements as are necessary or desirable to evidence the termination of this Guaranty. At the request and sole expense of the Company, to the extent any Guarantor is released under Section 7.11(b) of the Pledge and Security Agreement, such Guarantor shall be released from its obligations hereunder.

          Section 12 Setoff

          Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default and acceleration of the Payment Obligations, each Guarantied Party and each Affiliate of a Guarantied Party may, regardless of the acceptance of any security or collateral for the payment hereof, setoff and apply toward the payment of all or any part of the Obligations (a) any indebtedness due or to become due from such Guarantied Party or Affiliate to such Guarantor and (b) any moneys, credits or other property belonging to such Guarantor, at any time held by, or coming into, the possession of such Guarantied Party or Affiliate. Each Guarantied Party agrees that prompt notice of any such setoff will be given to the relevant Guarantor; provided, however, that failure to provide such notice shall not have any effect on the rights and remedies of the Guarantied Parties, or the duties and obligations of the Guarantors, hereunder or the validity of such setoff.

          Section 13 No Marshalling

          Each Guarantor consents and agrees that no Guarantied Party or Person acting for or on behalf of any Guarantied Party shall be under any obligation to marshal any assets in favor of any Guarantor or against or in payment of any or all of the Obligations.

          Section 14 Enforcement; Amendments; Waivers

          No delay on the part of any Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Credit Agreement, any other Loan Document or otherwise with respect to all or any part of the Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any provision of this Guaranty shall be binding upon any Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the Administrative Agents and the Collateral Agent (in accordance with Section 14.1 of the Credit Agreement). Failure by any Guarantied Party at any time hereafter to require strict performance by any Obligor, any Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any provision, warranty, term or condition contained in any Loan Document now or at any time hereafter executed by any such Persons and delivered to any Guarantied Party shall not waive, affect or diminish any right of any Guarantied Party at any time or times hereafter to

8

Guaranty

demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of any Guarantied Party, or its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to such Obligor or such Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Credit Agreement. No waiver of any Event of Default by any Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by any Guarantied Party permitted hereunder shall in any way affect or impair any Guarantied Party’s rights and remedies or the obligations of any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal or interest owing by any Obligor to a Guarantied Party shall be conclusive and binding on each Guarantor irrespective of whether such Guarantor was a party to the suit or action in which such determination was made.

          Section 15 Successors and Assigns

          This Guaranty shall be binding upon each Guarantor and upon the successors and assigns of such Guarantors and shall inure to the benefit of the Guarantied Parties and their respective successors and assigns; all references herein to the Obligors and to the Guarantors shall be deemed to include their respective successors and assigns. The successors and assigns of the Guarantors and the Obligors shall include, without limitation, their respective receivers, trustees and debtors-in-possession. All references to the singular shall be deemed to include the plural where the context so requires.

          Section 16 Representations and Warranties; Covenants

          Each Guarantor hereby (a) represents and warrants that the representations and warranties as to it made by the Company in Article VIII (Representations and Warranties) of the Credit Agreement are true and correct on each date as and to the extent required by Section 9.2(b) (Conditions to Each Extension of Credit) of the Credit Agreement and (b) agrees to take, or refrain from taking, as the case may be, each action necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor.

          Section 17 Governing Law

          This Guaranty and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

          Section 18 Submission to Jurisdiction; Service of Process

          (a) Any legal action or proceeding with respect to this Guaranty, and any other Loan Document, may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

          (b) Each Guarantor hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the

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Guaranty

United States of America arising out of or in connection with this Guaranty or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Guarantor care of the Company at the Company’s address specified in Section 14.2 (Notices) of the Credit Agreement. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

          (c) Nothing contained in this Section 18 (Submission to Jurisdiction; Service of Process) shall affect the right of the Collateral Agent or any other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against a Guarantor in any other jurisdiction.

          (d) The obligations of each Guarantor in respect of any 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 Section 6.4 of the Credit Agreement) 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 Guarantor 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 Guarantor, such excess.

          Section 19 Certain Terms

          The following rules of interpretation shall apply to this Guaranty: (a) the terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to this Guaranty as a whole and not to any particular Article, Section, subsection or clause in this Guaranty, (b) unless otherwise indicated, references herein to an Exhibit, Article, Section, subsection or clause refer to the appropriate Exhibit to, or Article, Section, subsection or clause in this Guaranty and (c) the term “including” means “including without limitation” except when used in the computation of time periods.

          Section 20 Waiver of Jury Trial

          Each of the Collateral Agent, the other Guarantied Parties and each Guarantor irrevocably waives trial by jury in any action or proceeding with respect to this Guaranty and any other Loan Document.

          Section 21 Notices

     Any notice or other communication herein required or permitted shall be given as provided in Section 14.2 (Notices) of the Credit Agreement and, in the case of any Guarantor, to such Guarantor in care of the Company.

          Section 22 Severability

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Guaranty

          Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

          Section 23 Additional Guarantors

          Each of the Guarantors agrees that, if, pursuant to Section 10.10 (Additional Guaranties) of the Credit Agreement, the Company shall be required to cause any Subsidiary that is not a Guarantor to become a Guarantor hereunder, or if for any reason the Company desires any such Subsidiary to become a Guarantor hereunder, such Subsidiary shall execute and deliver to the Collateral Agent a Guaranty Supplement in substantially the form of Exhibit A (Guaranty Supplement) attached hereto and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Guarantor party hereto on the Closing Date.

          Section 24 Collateral

          Pursuant to the terms of the Intercreditor Agreement, each Guarantor hereby acknowledges and agrees that its obligations under this Guaranty are secured pursuant to the terms and provisions of the Security Documents executed by it in favor of the Collateral Agent, for the benefit of the Secured Parties.

          Section 25 Payment of Expenses

          Each Guarantor agrees to pay or reimburse the Collateral Agent and each of the other Guarantied Parties upon demand for all out-of-pocket costs and expenses as required by Section 14.5 of the Credit Agreement.

          Section 26 Waiver of Consequential Damages

          Each Guarantor hereby irrevocably and unconditionally waives, to the maximum extent not prohibited by law, any right it may have to claim or recover any special, exemplary, punitive or consequential damage in any legal action or proceeding in respect of this Guaranty or any other Loan Document.

          Section 27 Entire Agreement

          This Guaranty, taken together with all of the other Loan Documents executed and delivered by the Guarantors, represents the entire agreement and understanding of the parties hereto and supersedes all prior understandings, written and oral, relating to the subject matter hereof.

[Signature Pages Follow]

11

          In witness whereof, this Guaranty has been duly executed by the Guarantors as of the day and year first set forth above.

Revlon, Inc., as Parent and as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President, Assistant General Counsel and Assistant Secretary
Revlon Consumer Producrs Corporation, as Company and as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President, Assistant General Counsel and Assistant Secretary
Subsidiary Guarantors: Almay, Inc., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
Charles of the Ritz Group Ltd., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
Charles Revson Inc., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary

[Signature Page to Guaranty]

Cosmetics & More Inc., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
North America Revsale Inc., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
PPI Two Corporation, as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
Revlon Consumer Corp., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
Revlon Development Corp., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
Revlon Government Sales, Inc., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary

[Signature Page to Guaranty]

Revlon International Corporation, as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
Revlon Products Corp., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
Revlon Real Estate Corporation, as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
RIROS Corporation, as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
RIROS Group Inc., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
RIT Inc., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary

[Signature Page to Guaranty]

Acknowledged and Agreed
as of the date first above written:
Citicorp USA, Inc.,
as Collateral Agent
By: Name:	/s/ James J. McCarthy James J. McCarthy
Title:	Vice President/Director

[Signature Page to Guaranty]

Exhibit A
to
Guaranty

Form of Guaranty Supplement

          The undersigned hereby agrees to be bound as a Guarantor for purposes of the Guaranty, dated as of July 9, 2004 (the “Guaranty”), among Revlon Consumer Products Corporation, Revlon, Inc. and certain of its Subsidiaries listed on the signature pages thereof and acknowledged by Citicorp USA, Inc., as Collateral Agent, and the undersigned hereby acknowledges receipt of a copy of the Guaranty. The undersigned hereby represents and warrants that each of the representations and warranties contained in Section 16 (Representations and Warranties; Covenants) of the Guaranty applicable to it is true and correct on and as the date hereof as if made on and as of such date. Capitalized terms used herein but not defined herein are used with the meanings given them in the Guaranty.

          In witness whereof, the undersigned has caused this Guaranty Supplement to be duly executed and delivered as of                      ___,                     .

[Name of Subsidiary Guarantor]
By:
	Name:
	Title:

Acknowledged and Agreed

as of the date first above written:

Citicorp USA, Inc.,

as Collateral Agent

By:

Name:

Title:

EX-4.8

Exhibit 4.8

SCHEDULE III to
Credit Agreement

BORROWERS; DENOMINATION CURRENCIES; CURRENCY SUBLIMITS;
MAXIMUM SUBLIMITS; LOCAL FRONTING LENDERS

Local Fronting Lender
and	Denomination	Currency	Maximum	Name of Borrower and
Local Lending Office	Currency	Sublimit	Sublimit	Address for Notices
Citibank, N.A. 2 Park Street Level 26 Sydney, N.S.W. 2000 Australia Attn: Glenn Ross	Australian Dollars	US $0	US $1,000,000	Revlon Australia Pty Limited 12 Julius Avenue North Ryde, Sydney NSW 2113 Australia
Citibank International Plc - Paris Loans Processing Unit 2nd Floor 4 Harbour Exchange Isle of Dogs London E14 9GE United Kingdom Attn: Asif Mahmood Butt	Euros	US $1,200,000	US $3,000,000	Européenne de Produits de Beauté, S.A.S 64-70 rue du Ranelagh 75016 Paris, France
Citibank, N.A. 49/F, Citibank Tower Citibank Plaza 3 Garden Road, Central Hong Kong Attn: Julia Pang	Hong Kong Dollars	US $100,000	US $1,000,000	Revlon (Hong Kong) Limited 3rd Floor, Eton Tower 3 Hysan Avenue Causeway Bay Hong Kong
Citibank, N.A. Foro Buonaparte, 16 Milano 20121, Italy Attn: Elena Codecasa	Euros	US $0	US $3,000,000	Revlon S.p.A. Via Piazzale dell’Industria, N. 46 00144 Rome, Italy
Citibank, N.A. UK Loans Processing Unit 2nd Floor 4 Harbour Exchange Isle of Dogs London E14 9GE United Kingdom Attn: Asif Mahmood Butt	Pounds Sterling	US $3,400,000	US $10,000,000	Revlon International Corporation (UK Branch) Highgate Studios 73-85 Highgate Road London NW5 1TL, England
TOTAL		US $4,700,000
AGGREGATE CURRENCY SUBLIMIT		US $30,000,000
REMAINING AGGREGATE CURRENCY SUBLIMIT		US $25,300,000

EX-4.9

Exhibit 4.9

Exhibit B
to
Credit Agreement

Form of Revolving Credit Note

Lender: [Name of Lender]	New York, New York
Principal Amount: [$                    ]	July 9, 2004

          For value received, the undersigned, Revlon Consumer Products Corporation, a Delaware corporation (the “Company”), hereby promises to pay to the order of the Lender set forth above (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans (as defined in the Credit Agreement referred to below) of the Lender to the Company, payable at such times, and in such amounts, as are specified in the Credit Agreement.

          The Company promises to pay interest on the unpaid principal amount of the Revolving Credit Loans from the date made until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

          Both principal and interest are payable in Dollars to Citicorp USA, Inc. (“Citicorp”), as administrative agent for the Multi-Currency Lenders (in such capacity, the “Multi-Currency Administrative Agent”), at 388 Greenwich Street, 19^th Floor, New York New York 10013, in immediately available funds.

          This Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of July 9, 2004 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, certain of its subsidiaries, as Local Borrowing Subsidiaries, the Lenders and Issuing Lenders party thereto, the Multi-Currency Administrative Agent, Citicorp, as administrative agent for the Term Loan Lenders, and Citicorp, as collateral agent for the Secured Parties. Capitalized terms used herein and not defined herein are used herein as defined in the Credit Agreement.

          The Credit Agreement, among other things, (a) provides for the making of Revolving Credit Loans by the Lender to the Company in an aggregate amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Company resulting from such Revolving Credit Loans being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

          This Note is entitled to the benefits of the Guaranty and is secured as provided in the Security Documents.

          Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Company.

B-1

          This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

[Signature Pages Follow]

B-2

          In witness whereof, the Company has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

Revlon Consumer Products Corporation
By:
	Name:
	Title:

[Signature Page from Revolving Credit Note of Revlon Consumer Products Corporation]

EX-4.10

Exhibit 4.10

DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES

SECURITY AGREEMENT AND FIXTURE FILING

from

REVLON CONSUMER PRODUCTS CORPORATION,

“Grantor”

to

FIRST AMERICAN TITLE INSURANCE COMPANY,

“Trustee”

for the use and benefit of

CITICORP USA, INC., AS COLLATERAL AGENT

“Beneficiary”

(COLLATERAL IS OR INCLUDES FIXTURES)

DATED AS OF DECEMBER 20, 2006

This Deed of Trust has been prepared by
and after recording please return to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153

Attention: Samuel Zylberberg, Esq. (CDL)

North Carolina

(COLLATERAL IS OR INCLUDES FIXTURES)

DEED OF TRUST, ASSIGNMENT OF RENTS
AND LEASES SECURITY AGREEMENT AND FIXTURE FILING

This DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING is subject to the terms and provisions of the INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of July 9, 2004, as amended by that certain Amended and Restated Intercreditor and Collateral Agency Agreement dated as of December 20, 2006 (as such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among CITICORP USA, INC., as administrative agent for the Multi-Currency Lenders and Issuing Lenders (as defined in the Existing Credit Agreement), CITICORP USA, INC., as administrative agent for the Lenders, CITICORP USA, INC., as collateral agent for the Secured Parties, REVLON, INC., REVLON CONSUMER PRODUCTS CORPORATION and each other Loan Party party thereto.

          This DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING, dated as of December 20, 2006 is made by REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (“Grantor”), whose address is c/o Revlon, Inc., 237 Park Avenue, New York 10017, Attention: Vice President, Finance and Treasury and Executive Vice President, Chief Legal Officer and General Counsel, to FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation (“Trustee”), whose address is 101 North Elm Street, Suite 100, Greensboro, North Carolina 27401, for the use and benefit of CITICORP USA, INC., a Delaware corporation, in its capacity as Collateral Agent for the Term Loan Secured Parties (as hereinafter defined) (in such capacity, “Beneficiary”, which term shall be deemed to include the successors and assigns of Beneficiary), having an address at 388 Greenwich Street, New York, New York 10013, Attention: James J. McCarthy. References to this “Deed of Trust” shall mean this instrument and any and all renewals, modifications, amendments, amendment and restatements, supplements, extensions, consolidations, substitutions, spreaders and replacements of this instrument. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

RECITALS:

          WHEREAS, pursuant to the Term Loan Agreement, dated December 20, 2006 (as the same may be amended, amended and restated, supplemented, increased or otherwise modified from time to time, the “Credit Agreement”), among REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation, (the “Borrower”), the Lenders, CITICORP USA, INC. (for purposes of the recital paragraphs “Citicorp”), as collateral agent for the Secured Parties and as administrative agent for the Lenders, JPMorgan Chase Bank N.A. as syndication agent and Citigroup Global Markets Inc. as sole lead arranger and sole bookrunner, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

          WHEREAS, the Credit Agreement evidences certain indebtedness, including, without limitation, a term loan facility in an aggregate amount of Eight Hundred and Forty Million Dollars ($840,000,000.00).

          WHEREAS, pursuant to the terms and conditions of the Credit Agreement, the Amended and RestatedIntercreditor and Collateral Agency Agreement, dated as of December 20, 2006, has been entered into among CITICORP, as administrative agent for the Multi-Currency Lenders and Issuing Lenders (as defined in the Existing Credit Agreement), CITICORP, as administrative agent for the Lenders, CITICORP, as collateral agent for the Secured Parties, REVLON, INC., REVLON CONSUMER PRODUCTS CORPORATION and each other Loan Party;

          WHEREAS, Grantor is the owner and holder of fee simple title in and to all of the real estate located in the County of Granville and State of North Carolina (the “State”), and more fully described in Exhibit A attached hereto and by this reference made a part hereof (the “Land”) together with all of the buildings, improvements, structures and fixtures now or subsequently located on the Land (the “Improvements”) (the Land and the Improvements being collectively referred to as the “Real Estate”), which Real Estate forms a portion of the Trust Property described below; and

          WHEREAS, it is a condition precedent, among others, to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that Grantor shall have executed and delivered this Deed of Trust to the Trustee for the use and benefit of Beneficiary in its capacity as Collateral Agent;

          NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the Administrative Agent and the Collateral Agent to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, Grantor hereby agrees with the Trustee and Beneficiary as follows:

Granting Clause

     Grantor, to secure the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the (a) Payment Obligations arising under the Term Loan Facility, (b) the obligations of each Loan Party related thereto under the Guaranty and the other Loan Documents to which it is a party and (c) the Designated Eligible Obligations of the Grantor designated in the Loan Documents as term loan eligible obligations ((a), (b), and (c) collectively, the “Term Loan Secured Obligations”), hereby grants, bargains, sells and conveys to Trustee, its successors and assigns, and hereby assigns, transfers and sets over to Trustee, the Trust Property (as defined below) in trust, with power of sale, for the use and benefit of Beneficiary (in its capacity as Collateral Agent for the Administrative Agent and each holder of any Term Loan Secured Obligation, collectively the “Term Loan Secured Parties”) and grants Beneficiary and Trustee a second priority lien and security interest in the Trust Property (as defined below).

     TO HAVE AND TO HOLD the Trust Property (as defined below) and the rights and privileges hereby granted unto Trustee, its successors and assigns, in trust, in fee simple forever, for the uses and purposes set forth, until the Credit Agreement is terminated pursuant to the terms thereof.

     The following property and rights and interests now owned or held or subsequently acquired by Grantor and described in the following clauses (A) through (E) are collectively referred to as the “Premises”, and those described in the following clauses (A) through (K) are collectively referred to as the “Trust Property”):

     (A) the Real Estate;

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     (B) all the estate, right, title, claim or demand whatsoever of Grantor, in possession or expectancy, in and to the Real Estate or any part thereof;

     (C) all right, title and interest of Grantor in, to and under all easements, rights of way, gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and riparian rights, development rights, air rights, mineral rights and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or appertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Real Estate to the center line thereof;

     (D) all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Grantor and now or subsequently attached to, or contained in or used in any way in connection with any operation or letting of the Real Estate, including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), sprinkler systems, televisions, computers, and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, pumps, tanks, conduits, appliances, fittings and fixtures of every kind and description (all of the foregoing in this paragraph (D) being referred to as the “Equipment”);

     (E) all right, title and interest of Grantor in and to all substitutes and replacements of, and all additions and improvements to, the Real Estate and the Equipment, subsequently acquired by or released to Grantor or constructed, assembled or placed by Grantor on the Real Estate, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Real Estate or offsite, and, in each such case, without any further mortgage, conveyance, assignment or other act by Grantor;

     (F) all right, title and interest of Grantor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other agreements relating to the use or occupancy of the Real Estate or the Equipment or any part thereof, now existing or subsequently entered into by Grantor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”) and all rights of Grantor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents and royalties arising from the use and enjoyment of the Trust Property (collectively, the “Rents”’);

     (G) all books and records relating to or used in connection with the operation of the Real Estate or the Equipment or any part thereof,

     (H) all unearned premiums under insurance policies now or subsequently obtained by Grantor relating to the Real Estate or Equipment and Grantor’s interest in and to all proceeds of

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any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Real Estate or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Real Estate or any easement or other right therein;

     (I) all right, title and interest of Grantor in and to (i) all contracts from time to time executed by Grantor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation or occupancy of the Real Estate or Equipment or any part thereof, or to the sale or financing of the Real Estate or any part thereof, and all agreements relating to the purchase or lease of any portion of the Real Estate or any property which is adjacent or peripheral to the Real Estate, together with the right to exercise such options and all leases of Equipment (collectively, the “Contracts”), (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Real Estate or any part thereof (collectively, the “Permits”) and (iii) all drawings, plans, specifications and similar or related items relating to the Real Estate (collectively, the “Plans”);

     (J) any and all monies now or subsequently on deposit for the payment of real estate taxes or special assessments against the Real Estate or for the payment of premiums on insurance policies covering the foregoing property or otherwise on deposit with or held by Beneficiary as provided in this Deed of Trust;

     (K) all proceeds, both cash and noncash, of the foregoing.

Terms and Conditions

          Grantor further represents, warrants, covenants and agrees with Trustee and Beneficiary as follows:

          1. Warranty of Title. Grantor warrants that Grantor has good title to the Real Estate in fee simple and good title to the rest of the Trust Property, subject only to the matters that are set forth in Schedule B of the title insurance policy or policies being issued to Beneficiary to insure the lien of this Deed of Trust (the “Permitted Exceptions”) and the Customary Permitted Liens, and Grantor shall warrant, defend and preserve such title and the rights granted by this Deed of Trust with respect thereto against all claims of all persons and entities. Grantor further warrants that it has the right to grant this Deed of Trust.

          2. Payment of Obligations. Grantor shall pay and perform the Term Loan Secured Obligations at the times and places and in the manner specified in the Credit Agreement and the other Loan Documents.

          3. Requirements. (a) Subject to the third sentence of this Section 3, Grantor shall promptly comply with, or cause to be complied with, and conform to all present and future laws, statutes, codes, ordinances, orders, judgments, decrees, rules, regulations and requirements, and irrespective of the nature of the work to be done, of each of the United States of America, any state and any municipality, local government or other political subdivision thereof and any agency, department, bureau, board, commission or other instrumentality of any of them, now existing or subsequently created (collectively,

4

“Governmental Authority”) which has jurisdiction over the Trust Property and all covenants, restrictions and conditions now or later of record, in each of the foregoing cases which may be applicable to any of the Trust Property, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction of any of the Trust Property. All present and future laws, statutes, codes, ordinances, orders, judgments, decrees, rules, regulations and requirements of every Governmental Authority applicable to Grantor or to any of the Trust Property and all covenants, restrictions, and conditions which now or later may be applicable to any of the Trust Property are collectively referred to as the “Legal Requirements”. Grantor shall have the right, at Grantor’s sole cost and expense, to contest or object to the validity of any Legal Requirements by appropriate legal proceedings, but such right shall not be deemed or construed in any way as relieving, modifying or extending Grantor’s covenants to comply therewith as provided in this Section 3(a), provided, that Grantor has given prior written notice to Beneficiary of Grantor’s intent so to contest and provided, further that, (i) Grantor shall demonstrate to Beneficiary’s reasonable satisfaction that the legal proceedings shall operate conclusively to prevent the sale or forfeiture of the Trust Property, or any part thereof, for failure to comply with such Legal Requirements prior to final determination of such proceedings; (ii) if during such contest a lien or cloud of title shall exist with respect to any of the Trust Property, Grantor shall provide Beneficiary with good and sufficient bond or other security reasonably satisfactory to Beneficiary in an amount equal to the aforesaid lien or cloud of title, or if the amount thereof is uncertain, in an amount reasonably satisfactory to Beneficiary, and (iii) Beneficiary shall not be subject either to civil or criminal liability for any failure by Beneficiary to comply with such Legal Requirements during the pendency of such contest.

          (b) From and after the date of this Deed of Trust, Grantor shall not by act or omission permit any building or other improvement on any premises not subject to this Deed of Trust to rely on the Premises or any part thereof or any interest therein to fulfill any Legal Requirement, and Grantor hereby assigns to Beneficiary any and all rights to give consent for all or any portion of the Premises or any interest therein to be so used. Grantor shall not by act or omission impair the integrity of any of the Real Estate as a parcel separate and apart from all other premises. Grantor represents that each parcel of the Real Estate constitutes a legal lot, in compliance with all subdivision laws and similar Legal Requirements. Any act or omission by Grantor which would result in a violation of any of the provisions of this subsection shall be void.

          4. Payment of Taxes and Other Impositions. (a) Except as set forth in paragraph (d) below, promptly when due, Grantor shall pay and discharge all taxes relating to the ownership and use of the Real Estate (including, without limitation, all real and personal property, transfer and gains taxes), all charges for any easement or agreement maintained for the benefit of any of the Trust Property, all general and special assessments, levies, permits, inspection and license fees, all water and sewer rents and charges and all other public charges even if unforeseen or extraordinary, imposed upon or assessed against or which may become a lien on any of the Trust Property, or arising in respect of the occupancy, use or possession thereof, together with any penalties or interest on any of the foregoing (all of the foregoing are collectively referred to as the “Impositions”). Upon request by Beneficiary, Grantor shall deliver to Beneficiary (i) original or copies of receipted bills and cancelled checks evidencing payment of such Imposition if it is a real estate tax or other public charge and (ii) evidence reasonably acceptable to Beneficiary showing the payment of any other such Imposition. If by law any Imposition, at Grantor’s option, may be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Grantor may elect to pay such Imposition in such installments and shall be responsible for the payment of such installments with interest, if any.

          (b) Except as set forth in paragraph (d) below, nothing herein shall affect any right or remedy of Trustee or Beneficiary under this Deed of Trust or otherwise, without notice or demand to

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Grantor, to pay any Imposition after the date such Imposition (or installments thereof, if Grantor elected to pay in installments as above provided) shall have become due, and to add to the Term Loan Secured Obligations the amount so paid, together with interest from the time of payment at the Default Rate. Any sums paid by Trustee or Beneficiary in discharge of any Impositions shall be (i) a charge on the Premises secured hereby prior to any right or title to, interest in, or claim upon the Premises subordinate to the lien of this Deed of Trust, and (ii) payable on demand by Grantor to Trustee or Beneficiary, as the case may be, together with interest at the Default Rate as set forth above.

          (c) Grantor shall not claim, demand or be entitled to receive any credit or credits toward the satisfaction of this Deed of Trust or on any interest payable thereon for any taxes assessed against the Trust Property or any part thereof, and shall not claim any deduction from the taxable value of the Trust Property by reason of this Deed of Trust.

          (d) Grantor shall have the right before any delinquency occurs to contest or object in good faith to the amount or validity of any Imposition by appropriate legal proceedings, but such right shall not be deemed or construed in any way as relieving, modifying, or extending Grantor’s covenant to pay any such Imposition at the time and in the manner provided in this Section unless (x) (i) Grantor has given prior written notice to Beneficiary of Grantor’s intent so to contest or object to an Imposition, (ii) Grantor shall demonstrate to Beneficiary’s reasonable satisfaction that the legal proceedings shall operate conclusively to prevent the sale of the Trust Property, or any part thereof, to satisfy such Imposition prior to final determination of such proceedings and (iii) Grantor shall furnish a good and sufficient bond or surety or other security reasonably satisfactory to Beneficiary in the amount of the Impositions which are being contested plus any interest and penalty which may be imposed thereon and which could become a charge against the Real Estate or any part of the Trust Property or (y) such Imposition is of a type that is permitted under Section 11.3 of the Credit Agreement.

          (e) Upon written notice to Grantor, Beneficiary after the occurrence and during the continuance of an Event of Default (as defined below) shall be entitled to require Grantor to pay monthly in advance to Beneficiary the equivalent of 1/12th of the estimated annual Impositions. Beneficiary may commingle such funds with its own funds and Grantor shall not be entitled to interest thereon.

          5. Insurance. (a) Unless Beneficiary may otherwise agree, Grantor shall maintain or cause to be maintained on all of the Premises:

          (i) property insurance against loss or damage by fire, lightning, windstorm, hail, water damage, earthquake and by such other further risks and hazards, excluding acts of terrorism, as now are or subsequently may be covered by an “all risk” policy or a fire policy covering “special” causes of loss commonly maintained by businesses similar to Grantor. Grantor shall use its best efforts to obtain building ordinance law endorsements in the policy. The policy limits shall be automatically reinstated after each loss except for such coverages, as flood or earthquake, which are sublimited;

          (ii) comprehensive general liability insurance under a policy including the “broad form CGL endorsement” (or which incorporates the language of such endorsement), covering all claims for personal injury, bodily injury or death, or property damage occurring on, in or about the Premises in an amount not less than $10,000,000 combined single limit with respect to personal injury and property damage relating to any one occurrence plus such excess limits as Beneficiary shall reasonably request from time to time;

6

          (iii) when and to the extent reasonably required by Beneficiary, insurance against loss or damage by any other risk commonly insured against by persons occupying or using like properties in the locality or localities in which the Real Estate is situated;

          (iv) insurance against business interruption, if applicable, in amounts reasonably satisfactory to Beneficiary;

          (v) during the course of any construction or repair of Improvements, comprehensive general liability insurance (including coverage for elevators and escalators, if any) under a policy including the “broad form CGL endorsement” (or which incorporates the language of such endorsement). The policy shall include coverage for independent contractors and completed operations. The completed operations coverage shall stay in effect for two years after construction of any Improvements has been completed. The policy shall provide coverage on an occurrence basis against claims for personal injury, including, without limitation, bodily injury, death or property damage occurring on, in or about the Premises and the adjoining streets, sidewalks and passageways, such insurance to afford immediate minimum protection to a combined single limit of not less than $10,000,000 with respect to personal injury, bodily injury or death to any one or more persons or damage to property;

          (vi) during the course of any construction or repair of the Improvements, workers’ compensation insurance (including employer’s liability insurance) for all employees of Grantor engaged on or with respect to the Premises in such amounts as are established by law;

          (vii) during the course of any construction, addition, alteration or repair of the Improvements, builder’s risk completed value form insurance or other insurance providing the same coverage against “all risks of physical loss,” including collapse, water damage, flood and earthquake and transit coverage, during construction or repairs of the Improvements, with deductible reasonably approved by Beneficiary, covering the total value of work performed and equipment, supplies and materials furnished (with an appropriate limit for soft costs in the case of construction);

          (viii) boiler and machinery property insurance covering pressure vessels, air tanks, boilers, machinery, pressure piping, heating, air conditioning and elevator equipment and escalator equipment, provided the Improvements contain equipment of such nature in such amounts as are normal and usual for a business of similar size and complexity as Grantor;

          (ix) if any portion of the Premises are located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, flood insurance in an amount which is available and reasonably satisfactory to Beneficiary, but in no event less than the maximum limit of coverage available under the National Flood Insurance Act of 1968, as amended; and

          (x) such other insurance in such amounts as Beneficiary may reasonably request from time to time.

Unless Beneficiary may otherwise agree, each insurance policy (other than flood insurance written under the National Flood Insurance Act of 1968, as amended, in which case to the extent available) shall (i) provide that it shall not be cancelled, non-renewed or materially amended without 10-days prior written notice to Beneficiary, and (ii) with respect to all property insurance, provide for property damage

7

deductibles not to exceed $500,000, contain a “Replacement Cost Endorsement” without any deduction made for depreciation and with no co-insurance penalty (or attaching an agreed amount endorsement reasonably satisfactory to Beneficiary), with loss payable solely to the Beneficiary (modified to the extent available under such policy, to provide that proceeds in the amount of replacement cost may be retained by Beneficiary without the obligation to rebuild) when an Event of Default has occurred and is continuing; if no Event of Default has occurred and is continuing, with loss in excess of $1,000,000 payable solely to Beneficiary (modified, if necessary, to provide that proceeds shall be applied by Beneficiary toward the cost of rebuilding the Improvements) as its interest may appear, without contribution, under a “standard” or “New York” mortgagee clause reasonably acceptable to Beneficiary and be written by insurance companies having an A.M. Best Company, Inc. rating of A or higher and a financial size category of not less than X, or otherwise as approved by Beneficiary. Liability insurance policies shall name Beneficiary (and Trustee, if Trustee shall so request) as an additional insured and contain a waiver of subrogation against Beneficiary (and Trustee, if Trustee shall so request); all such policies shall indemnify and hold Beneficiary (and Trustee, if Trustee shall so request) harmless from all liability claims occurring on, in or about the Premises and the adjoining streets, sidewalks and passageways. Each policy shall expressly provide that any proceeds which are payable to Beneficiary shall be paid by check payable to the order of Beneficiary only and requiring the endorsement of Beneficiary only. If any required insurance shall expire, be withdrawn, become void by breach of any condition thereof by Grantor or by any lessee of any part of the Trust Property or become void or unsafe by reason of the failure or impairment of the capital of any insurer, or if for any other reasonable reason whatsoever such insurance shall become unsatisfactory to Beneficiary, Grantor shall promptly obtain new or additional insurance reasonably satisfactory to Beneficiary. Grantor shall not take out any separate or additional insurance which is contributing in the event of loss unless it is properly endorsed and otherwise reasonably satisfactory to Beneficiary in all respects.

          (b) Grantor shall deliver to Beneficiary a certificate of insurance reasonably acceptable to Beneficiary, on or prior to the Closing Date. Grantor shall (i) pay as they become due all premiums for such insurance and (ii) not later than 15 days prior to the expiration of each policy evidenced pursuant to the provisions of this Section, deliver certificates of insurance, or duplicate original or originals thereof, evidencing that such coverage was renewed in accordance with the provisions of this section. Upon request of Beneficiary, Grantor shall use its best efforts to cause its insurance underwriter or broker to certify to Beneficiary in writing that all the requirements of this Deed of Trust governing insurance have been satisfied.

          (c) If Grantor is in default of its obligations to insure or deliver any such prepaid policy or policies or insurance certificate, then Beneficiary, at its option and without notice, may effect such insurance from year to year, and pay the premium or premiums therefor, and Grantor shall pay to Beneficiary on demand such premium or premiums so paid by Beneficiary with interest from the time of payment at the Default Rate and the same shall be deemed to be secured by this Deed of Trust and shall be collectible in the same manner as the Term Loan Secured Obligations secured by this Deed of Trust.

          (d) Grantor shall increase the amount of property insurance required to equal 100% replacement cost pursuant to the provisions of this Section at the time of each renewal of each policy (but not later than 12 months from the date of this Deed of Trust and each successive 12 month period to occur thereafter) by using the F.W. Dodge Building Index or similar index used by Grantor’s insurance carriers to determine whether there shall have been an increase in the replacement value since the most recent adjustment and, if there shall have been such an increase, the amount of insurance required shall be adjusted accordingly.

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          (e) Grantor promptly shall comply with and conform to (i) all provisions of each such insurance policy, and (ii) all requirements of the insurers applicable to Grantor or to any of the Trust Property or to the use, manner of use, occupancy, possession, operation, maintenance, alteration or repair of any of the Trust Property. Grantor shall not use or permit the use of the Trust Property in any manner which would permit any insurer to cancel any insurance policy or void coverage required to be maintained by this Deed of Trust.

          (f) If the Trust Property, or any part thereof, shall be destroyed or damaged by fire or any other casualty, whether insured or uninsured, or in the event any material claim is made against Grantor for any personal injury, bodily injury or property damage incurred on or about the Real Estate, Grantor shall promptly give notice thereof to Beneficiary. If no Event of Default shall have occurred and be continuing, Grantor shall have the right to adjust such loss, and the insurance proceeds relating to such loss shall be paid over to Grantor; provided that Grantor shall, promptly after any such damage, repair all such damage regardless of whether any insurance proceeds have been received or whether such proceeds, if received, are sufficient to pay for the costs of repair. If an Event of Default shall have occurred and be continuing, then Grantor authorizes and empowers Beneficiary, at Beneficiary’s option and in Beneficiary’s sole discretion, as attorney-in-fact for Grantor, to make proof of loss, to appear in and prosecute any action arising from any policy, to collect and receive insurance proceeds and to deduct therefrom Beneficiary’s expenses incurred in the collection process. Each insurance company concerned is hereby authorized and directed to make payment for such loss in excess of $500,000 directly to Beneficiary. Beneficiary shall have the right to require Grantor to repair or restore the Trust Property, and Grantor hereby designates Beneficiary as its attorney-in-fact for the purpose of making any election required or permitted under any insurance policy relating to repair or restoration. The insurance proceeds or any part thereof received by Beneficiary may be applied by Beneficiary toward reimbursement of all costs and expenses of Beneficiary in collecting such proceeds, and the balance, at Beneficiary’s option in its sole and absolute discretion if an Event of Default has occurred and is continuing, to the payment and performance of the Term Loan Secured Obligations, to the restoration or repair of the property damaged, or released to Grantor. In the event Beneficiary elects to release such proceeds to Grantor, Grantor shall be obligated to use such proceeds to restore or repair the Trust Property. If no Event of Default has occurred and is continuing, then the insurance proceeds or any part thereof received by Beneficiary shall be applied by Beneficiary toward reimbursement of all costs and expenses of Beneficiary in collecting such proceeds and the balance, if any, in the following order: first to the repair or restoration of the damaged property and then to the payment and performance of the Term Loan Secured Obligations, to fulfill any other obligation of Grantor, or released to the Grantor. Application by Beneficiary of any insurance proceeds toward the last maturing installments of principal and interest due or to become due on account of the Term Loan Secured Obligations shall not excuse Grantor from making any regularly scheduled payments due thereunder, nor shall such application extend or reduce the amount of such payments.

          (g) Upon written notice to Grantor, Beneficiary after the occurrence and continuance of an Event of Default shall be entitled to require Grantor to pay monthly in advance to Beneficiary the equivalent of 1/12th of the estimated annual premiums due on such insurance. Beneficiary may commingle such funds with its own funds and Grantor shall not be entitled to interest thereon.

          (h) Grantor may maintain insurance required under this Deed of Trust by means of one or more blanket insurance policies maintained by Grantor; provided, however, that the protection afforded under any such blanket policy shall be no less than that which would have been afforded under a separate policy or policies relating only to the Trust Property.

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          6. Restrictions on Liens and Encumbrances. Except for the lien of this Deed of Trust, the lien of the Deed of Trust recorded to secure the Multi-Currency Loans, and the Customary Permitted Liens permitted pursuant to Section 11.3 of the Credit Agreement, Grantor shall not further mortgage, nor otherwise encumber the Trust Property nor create or suffer to exist any lien, charge or encumbrance on the Trust Property, or any part thereof, whether superior or subordinate to this Deed of Trust and whether recourse or non-recourse.

          7. Transfer Restrictions. Except as otherwise provided pursuant to Section 11.6 of the Credit Agreement, Grantor shall not, directly or indirectly, sell, transfer, convey or assign all or any portion of, or any interest in, the Trust Property, whether legal or equitable, by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest, lease option, contract or any other method of conveyance of real property interests.

          8. Maintenance; No Alteration; Inspection; Utilities. (a) Grantor shall maintain or cause to be maintained all the Improvements in good condition and repair and shall not commit or suffer any waste of the Improvements. Unless the Beneficiary shall otherwise agree, Grantor shall repair, restore, replace or rebuild promptly any part of the Premises which may be damaged or destroyed by any casualty whatsoever. The Improvements shall not be demolished or materially altered, nor any material additions built, without the prior written consent of Beneficiary which consent shall not be unreasonably withheld.

          (b) Beneficiary and any persons authorized by Beneficiary shall have the right, upon reasonable advance notice to Grantor and at reasonable times, to enter and inspect the Premises and the right to inspect all work done, labor performed and materials furnished in and about the Improvements and the right to inspect and make copies of all books, contracts and records of Grantor relating to the Trust Property.

          (c) Grantor shall pay or cause to be paid when due all utility charges which are incurred for gas, electricity, water or sewer services furnished to the Premises and all other assessments or charges of a similar nature, whether public or private, affecting the Premises or any portion thereof, whether or not such assessments or charges are liens thereon.

          9. Condemnation/Eminent Domain. Promptly upon obtaining knowledge of the institution of any proceedings for the condemnation of the Trust Property, or any portion thereof, Grantor will notify Beneficiary of the pendency of such proceedings. Grantor authorizes Beneficiary, at Beneficiary’s option and in Beneficiary’s sole discretion, to commence, appear in and participate, in Beneficiary’s or Grantor’s name, in any action or proceeding relating to any condemnation of the Trust Property, or any portion thereof. If Beneficiary elects not to participate in such condemnation proceeding, then Grantor shall, at its expense, diligently prosecute any such proceeding and shall consult with Beneficiary, its attorneys and experts and cooperate with them in any defense of any such proceedings. All awards and proceeds of condemnation shall be assigned to Beneficiary to be applied in the same manner as insurance proceeds, as provided above, and Grantor agrees to execute any such assignments of all such awards as Beneficiary may reasonably request.

          10. Restoration. If Beneficiary is required to release funds to the Grantor for restoration of the Trust Property or otherwise elects to release such funds to Grantor for such restoration, then such restoration shall be performed only in accordance with the following conditions, unless the Beneficiary shall otherwise agree:

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          (i) prior to the commencement of any restoration, the plans and specifications for such restoration, and the budgeted costs, shall be submitted to and approved by Beneficiary;

          (ii) prior to making any advance of restoration funds, Beneficiary shall be satisfied that the remaining restoration funds together with funds available to Grantor for such restoration are sufficient to complete the restoration and to pay all related expenses, including real estate taxes on the Premises, during restoration;

          (iii) at the time of any disbursement of the restoration funds, (A) no Event of Default (as defined below) shall have occurred and be continuing, (B) no mechanics’ or materialmen’s liens shall have been filed and remain undischarged, except those discharged by the disbursement of the requested restoration funds and (C) a satisfactory bring-down or continuation of title insurance on the Premises shall be delivered to Beneficiary;

          (iv) disbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of satisfactory evidence of the stage of completion and of performance of the work in a good and workmanlike manner and in accordance with the contracts, plans and specifications acceptable to Beneficiary;

          (v) with respect to each advance of restoration funds, Beneficiary may retain 10% of the amount of such advance as a holdback until the restoration is fully completed;

          (vi) the restoration funds shall bear no interest and may be commingled with Beneficiary’s other funds;

          (vii) Beneficiary may impose such other conditions as are customarily imposed by construction lenders; and

          (viii) any restoration funds remaining after payment of the cost of the work shall be retained by Beneficiary and shall be applied by Beneficiary, to the Term Loan Secured Obligations.

          11. Leases. (a) Grantor shall not (i) execute an assignment or pledge of any Lease, relating to all or any portion of the Trust Property other than in favor of Beneficiary, or (ii) without the prior written consent of Beneficiary, execute or permit to exist any Lease, such consent not to be unreasonably withheld or delayed.

          (b) As to any Lease consented to by Beneficiary, Grantor shall:

          (i) promptly perform all of the provisions of the Lease on the part of the lessor thereunder to be performed;

          (ii) promptly enforce all of the provisions of the Lease on the part of the lessee thereunder to be performed;

          (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of Grantor as lessor or of the lessee thereunder;

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          (iv) exercise, within 5 days after a request by Beneficiary, any right to request from the lessee a certificate with respect to the status thereof;

          (v) simultaneously deliver to Beneficiary copies of any notices of default which Grantor may at any time forward to or receive from the lessee;

          (vi) promptly deliver to Beneficiary a fully executed counterpart of the Lease; and

          (vii) promptly deliver to Beneficiary, upon Beneficiary’s request, an assignment of the Grantor’s interest under such Lease.

          (c) Grantor shall deliver to Beneficiary, within 10 days after a written request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the names of all lessees and other occupants of the Trust Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default.

          (d) All Leases entered into by Grantor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Deed of Trust unless Beneficiary shall otherwise elect in writing.

          (e) As to any Lease now in existence or subsequently consented to by Beneficiary, Grantor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken nor shall Grantor accept the payment of rent more than 30 days in advance of its due date.

          (f) In the event of the enforcement by Beneficiary of any remedy under this Deed of Trust, the lessee under each Lease shall, if requested by Beneficiary or any other person succeeding to the interest of Beneficiary as a result of such enforcement, attorn to Beneficiary or to such person and shall recognize Beneficiary or such successor in interest as lessor under the Lease without change in the provisions thereof, provided however, that Beneficiary or such successor in interest shall not be: (i) bound by any payment of an installment of rent or additional rent which may have been made more than 30 days before the due date of such installment; (ii) bound by any amendment or modification to the Lease made without the consent of Beneficiary (which consent shall not be unreasonably withheld) or such successor in interest; (iii) liable for any previous act or omission of Grantor (or its predecessors in interest); (iv) responsible for any monies owing by Grantor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Grantor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof, or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Beneficiary or such successor in interest. Each lessee or other occupant, upon request by Beneficiary or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. In addition, Grantor agrees that each Lease entered into after the date of this Deed of Trust shall include language to the effect of subsections (d)-(f) of this Section; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

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          12. Further Assurances/Estoppel Certificates. To further assure Beneficiary’s and Trustee’s rights under this Deed of Trust, Grantor agrees promptly upon written request of Beneficiary or Trustee to do any act or execute any additional documents (including, but not limited to, security agreements on any personalty included or to be included in the Trust Property and a separate assignment of each Lease in recordable form) as may be reasonably required by Beneficiary or Trustee to confirm the rights or benefits conferred on Beneficiary or Trustee by this Deed of Trust. Grantor, within 10 business days after written request, shall deliver, in form and substance reasonably satisfactory to Beneficiary, a written statement, duly acknowledged, setting forth the amount of the Term Loan Secured Obligations, and whether any offsets, claims, counterclaims or defenses exist against the Term Loan Secured Obligations and certifying as to such other matters as Beneficiary shall reasonably request.

          13. Grantor’s Existence, etc. Grantor represents and warrants that Grantor is a duly organized and validly existing corporation in good standing under the laws of the state of Delaware, and this Deed of Trust has been executed by a duly authorized officer thereof. This Deed of Trust constitutes the legal, valid and binding obligation of Grantor, enforceable against Grantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally.

          14. Hazardous Material. (a) The existence of, and Grantor’s obligations with respect to, any Hazardous Materials (as defined in the Credit Agreement) which may exist at the Premises shall be as provided in the Credit Agreement.

          (b) Grantor represents and warrants that none of the Real Estate described in this Deed of Trust is a “hazardous waste treatment storage or disposal facility” for purposes of 40 C.F.R. Parts 264 and 265 (incorporated into the 15A North Carolina Administrative Code 13A.0109 and ..0110).

          (c) Grantor represents and warrants that none of the Real Estate described in this Deed of Trust is an “inactive hazardous substance or waste disposal site” as the term is defined in North Carolina General Statutes Section 130A-310.

          15. Events of Default. The term “Event of Default” as used in this Deed of Trust shall have the meaning ascribed to such term in Article 12 of the Credit Agreement.

          16. Remedies. (a) Upon the occurrence and during the continuance of any Event of Default, Beneficiary may immediately take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Grantor and in and to the Trust Property, including, but not limited to, the following actions, each of which may be pursued concurrently or otherwise, at such time and in such manner as Beneficiary may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Beneficiary:

          (i) Beneficiary may elect to foreclose under power of sale, in which case it shall be lawful for, and the duty of, Trustee, upon receipt by Trustee of a written declaration of default and demand for sale by Beneficiary, to sell (and, in case of any default of any purchaser, resell) the Trust Property, in whole or in part or parcels (without regard to the right of any party to a marshalling of assets, Grantor hereby expressly waiving any such right), such sale in whole or in part or parcels to be determined by Trustee in his sole discretion (Grantor hereby expressly consenting thereto), at public venue to the highest bidder for cash at the door of the Court House then customarily employed for that purpose in the city where the Real Estate is located, after having given such notice of hearing as to commencement of foreclosure proceedings and having

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obtained such findings or leave of Court as may then be required by law and then having given such notice of the time and place of sale and a description of the property to be sold and by advertisement published as is provided by the laws of the State of North Carolina then in effect, and by such other methods, if any, as Beneficiary may deem desirable or as may be required or permitted by applicable law. The Trustee shall receive the proceeds of such sale and, after retaining a reasonable commission for his services, together with reasonable attorneys fees incurred by the Trustee in such proceeding, apply such proceeds to the cost of sale, including, but not limited to, costs of collection, taxes, assessments, costs of recording, service fees and incidental expenditures, the amount due on the Loans, Notes and other Term Loan Secured Obligations secured hereby and advancements and other sums expended by the Beneficiary according to the provisions hereof and otherwise as required by the then existing law relating to foreclosures. If permitted by the then existing law relating to foreclosures, the Trustee may sell and convey the Trust Property under the power aforesaid, although the Trustee has been, may now be or may hereafter be attorney or agent or employee of the Beneficiary with respect to the Term Loan Secured Obligations or with respect to any matter or business whatsoever. If permitted by the then existing law relating to foreclosures, Trustee may adjourn from time to time any sale by him to be made under or by virtue or this Deed of Trust by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable provision of law, Trustee, without further notice or publication, except for any notice or publication as may be required by the then existing law, may make such sale at the time and place to which the same shall be adjourned.

          (ii) Beneficiary may, to the extent permitted by applicable law, (A) institute and maintain an action of judicial foreclosure against all or any part of the Trust Property, (B) institute and maintain an action on the Term Loan Secured Obligations, or (C) take such other action at law or in equity for the enforcement of this Deed of Trust or any of the Loan Documents as the law may allow. Beneficiary may proceed in any such action to final judgment and execution thereon for all sums due hereunder, together with interest thereon at the Default Rate and all costs of suit, including, without limitation, reasonable attorneys’ fees and disbursements. Interest at the Default Rate shall be due on any judgment obtained by Beneficiary from the date of judgment until actual payment is made of the full amount of the judgment.

          (iii) Beneficiary may personally, or by its agents, attorneys and employees and without regard to the adequacy or inadequacy of the Trust Property or any other collateral as security for the Term Loan Secured Obligations enter into and upon the Trust Property and each and every part thereof and exclude Grantor and its agents and employees therefrom without liability for trespass, damage or otherwise (Grantor hereby agreeing to surrender possession of the Trust Property to Beneficiary upon demand at any such time) and use, operate, manage, maintain and control the Trust Property and every part thereof. Following such entry and taking of possession, Beneficiary shall be entitled, without limitation, (x) to lease all or any part or parts of the Trust Property for such periods of time and upon such conditions as Beneficiary may, in its discretion, deem proper, (y) to enforce, cancel or modify any Lease and (z) generally to execute, do and perform any other act, deed, matter or thing concerning the Trust Property as Beneficiary shall deem appropriate as fully as Grantor might do.

          (b) Beneficiary, in any action to foreclose this Deed of Trust in a judicial procedure or in connection with the exercise of any non-judicial power of sale by Trustee, shall be entitled to the appointment of a receiver. In case of a trustee’s sale or foreclosure sale, the Real Estate may be sold, at Beneficiary’s election, in one parcel or in more than one parcel and Beneficiary is specifically empowered

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(without being required to do so, and in its sole and absolute discretion) to cause successive sales of portions of the Trust Property to be held.

          (c) Upon completion of any sale or sales made by Trustee under or by virtue of this Deed of Trust and upon satisfaction of any up-set bid period required by law, Trustee shall execute and deliver to the purchaser or purchasers at such sale or sales a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest of the Trustee in and to the property and rights sold. Any such sale or sales made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Grantor in and to the properties and rights to be sold, and shall be a perpetual bar both at law and in equity, of Grantor and against any and all persons claiming or who may claim the same, or any part thereof from, through or under Grantor. The purchaser at any foreclosure sale hereunder may disaffirm any easement granted or Lease made in violation of any provision of this Deed of Trust, and may take immediate possession of the Trust Property free from, and despite the terms of, such grant of easement or rental or lease agreement.

          (d) In the event of any breach of any of the covenants, agreements, terms or conditions contained in this Deed of Trust, Beneficiary or Trustee shall be entitled to enjoin such breach and obtain specific performance of any covenant, agreement, term or condition and Beneficiary and Trustee shall have the right to invoke any equitable right or remedy as though other remedies were not provided for in this Deed of Trust.

          (e) Beneficiary and/or Trustee shall apply the net proceeds of any action taken by it or Trustee pursuant to this Section 16 to the payment in whole or in part of the Term Loan Secured Obligations, in such order as the Intercreditor Agreement shall prescribe, and only after such application and after the payment by Beneficiary and/or Trustee of any other amount required by any provision of law, need Beneficiary account for the surplus, if any, to Grantor.

          17. Right of Beneficiary to Credit Sale. Upon the occurrence of any sale made under this Deed of Trust, whether made under the power of sale or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, Beneficiary may bid for and acquire the Trust Property or any part thereof. In lieu of paying cash therefor, Beneficiary may make settlement for the purchase price by crediting upon the Term Loan Secured Obligations or other sums secured by this Deed of Trust the net sales price after deducting therefrom the expenses of sale and the cost of the action and any other sums which Beneficiary is authorized to deduct under this Deed of Trust. In such event, this Deed of Trust, the Credit Agreement, the Notes and the other Loan Documents, and documents evidencing expenditures secured hereby may be presented to the person or persons conducting the sale in order that the amount so used or applied may be credited upon the Term Loan Secured Obligations as having been paid.

          18. Trustee’s Powers and Liabilities.

          (a) Trustee, by acceptance hereof, covenants faithfully to perform and fulfill the trusts herein created, being liable, however, only for willful negligence or misconduct, and hereby waives any statutory fee and agrees to accept reasonable compensation, in lieu thereof, for any services rendered by Trustee in accordance with the terms hereof.

          (b) Trustee, may resign at any time upon giving thirty (30) days’ notice in writing to Grantor and to Beneficiary.

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          (c) Beneficiary may remove Trustee at any time or from time to time and select a successor trustee. In the event of the death, removal, resignation, refusal to act, inability to act of Trustee, or absence from the State of North Carolina of Trustee, or in its sole discretion for any reason whatsoever Beneficiary, without notice and without specifying the reason therefor and without applying to any court, may select and appoint a successor trustee, and all powers, rights, duties and authority of the former Trustee, as aforesaid, shall thereupon become vested in such successor. Such substitute trustee shall not be required to give bond for the faithful performance of his duties unless required by Beneficiary. Such substitute trustee shall be appointed by written instrument duly recorded in the county where the Real Estate is located. Grantor hereby ratifies and confirms any and all acts which the herein-named Trustee, or his successor or successors in this trust, shall do lawfully by virtue hereof. Grantor hereby agrees, on behalf of itself and of its heirs, executors, administrators and assigns, that the recitals contained in any deed or deeds executed in due form by any Trustee or substitute trustee, acting under the provisions of this instrument, shall be prima facie evidence of the facts recited, and that it shall not be necessary to prove in any court, otherwise than by such recitals, the existence of the facts essential to authorize the execution and delivery of such deed or deeds and the passing of title thereby.

          (d) Trustee shall not be required to see that this Deed of Trust is recorded, nor be liable for its validity or its priority as a second deed of trust, or otherwise, nor shall Trustee be answerable or responsible for performance of observance of the covenants and agreements imposed upon Grantor or Beneficiary, by this Deed of Trust or any other agreement. Trustee, as well as Beneficiary, shall have authority in their respective discretion to employ agents and attorneys in the execution of this trust and to protect the interest of the Beneficiary hereunder, and to the extent permitted by law they shall be compensated and all expenses relating to the employment of such agents and/or attorneys, including expenses of litigation, shall be paid out of the proceeds of the sale of the Trust Property conveyed hereby should a sale be had, but if no such sale be had, all sums shall be recoverable to the extent permitted by law by all remedies at law or in equity by which the Term Loan Secured Obligations may be recovered.

          (e) At any time, or from time to time, without liability therefor and without notice, upon written request of Beneficiary and without affecting the effect of this Deed of Trust upon the remainder of the Trust Property; Trustee may (i) reconvey any part of the Trust Property, (ii) consent in writing to the making of any map or plat thereof, (iii) join in granting any easement thereon, or (iv) join in any extension agreement or any agreement subordinating the lien or charge hereof.

          19. Appointment of Receiver. If an Event of Default shall have occurred and be continuing, Beneficiary as a matter of right and without notice to Grantor, unless otherwise required by applicable law, and without regard to the adequacy or inadequacy of the Trust Property or any other collateral as security for the Term Loan Secured Obligations or the interest of Grantor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers or other manager of the Trust Property, without requiring the posting of a surety bond unless the same is required by applicable law and without reference to the adequacy or inadequacy of the value of the Trust Property or the solvency or insolvency of Grantor or any other party obligated for payment of all or any part of the Term Loan Secured Obligations, and whether or not waste has occurred with respect to the Trust Property. Grantor hereby irrevocably consents to such appointment and waives notice of any application therefor (except as may be required by law). Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases and all the powers and duties of Beneficiary in case of entry as provided in this Deed of Trust, including, without limitation and to the extent permitted by law, the right to enter into leases of all or any part of the Trust Property, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Trust Property unless such receivership is sooner terminated.

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          20. Extension, Release, etc. (a) Without affecting the encumbrance or charge of this Deed of Trust upon any portion of the Trust Property not then or theretofore released as security for the full amount of the Term Loan Secured Obligations, Beneficiary may, from time to time and without notice, agree to (i) release any person liable for the Term Loan Secured Obligations, (ii) extend the maturity or alter any of the terms of the indebtedness or any guaranty thereof, (iii) grant other indulgences, (iv) release or reconvey, or cause to be released or reconveyed at any time at Beneficiary’s option any parcel, portion or all of the Trust Property, (v) take or release any other or additional security for any obligation herein mentioned, or (vi) make compositions or other arrangements with debtors in relation thereto. If at any time this Deed of Trust shall secure less than all of the principal amount of the Term Loan Secured Obligations, it is expressly agreed that any repayments of the principal amount of the Term Loan Secured Obligations shall not reduce the amount of the encumbrance of this Deed of Trust until the encumbrance amount shall equal the principal amount of the Term Loan Secured Obligations outstanding.

          (b) No recovery of any judgment by Beneficiary and no levy of an execution under any judgment upon the Trust Property or upon any other property of Grantor shall affect the encumbrance of this Deed of Trust or any liens, rights, powers or remedies of Beneficiary or Trustee hereunder, and such liens, rights, powers and remedies shall continue unimpaired.

          (c) If Beneficiary shall have the right to foreclose this Deed of Trust or to direct the Trustee to exercise its power of sale, Grantor authorizes Beneficiary at its option to foreclose the lien of this Deed of Trust (or direct the Trustee to sell the Trust Property, as the case may be) subject to the rights of any tenants of the Trust Property. The failure to make any such tenants parties defendant to any such foreclosure proceeding and to foreclose their rights, or to provide notice to such tenants as required in any statutory procedure governing a sale of the Trust Property by Trustee, or to terminate such tenant’s rights in such sale will not be asserted by Grantor as a defense to any proceeding instituted by Beneficiary to collect the Term Loan Secured Obligations or to foreclose this Deed of Trust.

          (d) Unless expressly provided otherwise, in the event that Beneficiary’s interest in this Deed of Trust and title to the Trust Property or any estate therein shall become vested in the same person or entity, this Deed of Trust shall not merge in such title but shall continue as a valid charge on the Trust Property for the amount secured hereby.

          21. Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a Security Agreement within the meaning of the Uniform Commercial Code (the “Code”) of the State in which the Trust Property is located. If an Event of Default shall occur and be continuing under this Deed of Trust, then in addition to having any other right or remedy available at law or in equity, Beneficiary shall have the option of either (i) proceeding under the Code and exercising such rights and remedies as may be provided to a secured party by the Code with respect to all or any portion of the Trust Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Property in accordance with Beneficiary’s rights, powers and remedies with respect to the real property (in which event the default provisions of the Code shall not apply). If Beneficiary shall elect to proceed under the Code, then ten days’ notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Beneficiary shall include, but not be limited to, reasonable attorneys’ fees and legal expenses. At Beneficiary’s request, Grantor shall assemble the personal property and make it available to Beneficiary at a place designated by Beneficiary which is reasonably convenient to both parties.

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          (b) Grantor and Beneficiary agree, to the extent permitted by law, that: (i) all of the goods described within the definition of the word “Equipment” are or are to become fixtures on the Real Estate; and this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a “fixture filing” within the meaning of Sections 9-334 and 9-502 of the Code. This Deed of Trust shall be effective as a financing statement filed as a fixture filing covering the fixtures included within the Premises and is to be filed for record in the real estate records of each county where any part of the Premises (including said Fixtures) is situated. The real property to which the fixtures relate is described on Exhibit A attached hereto. The record owner of the real property described on Exhibit A attached hereto is debtor. The name of the debtor for purposes of this financing statement is the name of the Grantor set forth on the first page of this Deed of Trust, and the name of the secured party for purposes of this financing statement is the name of the Beneficiary set forth on the first page of this Deed of Trust. The mailing address of the Grantor/debtor is the address of the Grantor set forth on the first page of this Deed of Trust. The address of the Beneficiary/secured party from which information concerning the security interest hereunder may be obtained is the address of the Beneficiary as set forth on the first page of this Deed of Trust. Grantor is an organization that is a corporation organized under the laws of the state of Delaware. Grantor’s organizational identification number is 2295691.

          (c) Grantor, upon reasonable request by Beneficiary from time to time, shall execute, acknowledge and deliver to Beneficiary one or more separate security agreements, in form reasonably satisfactory to Beneficiary, covering all or any part of the Trust Property and will further execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document as Beneficiary may reasonably request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority of this Deed of Trust and such security instrument. Grantor further agrees to pay to Beneficiary on demand all reasonable costs and expenses incurred by Beneficiary in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements Beneficiary shall reasonably require. Grantor shall from time to time, on request of Beneficiary, deliver to Beneficiary an inventory in reasonable detail of any of the Trust Property which constitutes personal property. If Grantor shall fail to furnish any financing or continuation statement within 10 days after request by Beneficiary, then pursuant to the provisions of the Code, Grantor hereby authorizes Beneficiary, without the signature of Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of Beneficiary to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth above.

          22. Assignment of Leases and Rents. Grantor hereby absolutely and unconditionally assigns, transfers, conveys and sets over to Beneficiary, the Leases and Rents as further security for the payment and performance of the Term Loan Secured Obligations, and Grantor grants to Beneficiary the right to enter the Trust Property for the purpose of collecting the Rent and to let the Trust Property or any part thereof, and to apply the Rents on account of the Term Loan Secured Obligations. The foregoing assignment and grant is present and absolute and shall continue in effect until the Aggregate Term Loan Commitment (as defined in the Credit Agreement) is terminated and the Term Loan Secured Obligations is paid in full, but Beneficiary and Trustee hereby waive the right to enter the Trust Property for the purpose of collecting the Rents and Grantor shall be entitled to collect, receive, use and retain the Rents except during the occurrence and continuance of an Event of Default under this Deed of Trust; such right of Grantor to collect, receive, use and retain the Rents may be revoked by Beneficiary upon the occurrence and during the continuance of any Event of Default under this Deed of Trust by giving not less

18

than five days’ written notice of such revocation to Grantor; in the event such notice is given, Grantor shall pay over to Beneficiary, or to any receiver appointed to collect the Rents, any lease security deposits, and shall pay monthly in advance to Beneficiary, or to any such receiver, the fair and reasonable rental value as determined by Beneficiary for the use and occupancy of the Trust Property or of such part thereof as may be in the possession of Grantor or any affiliate of Grantor, and upon default in any such payment Grantor and any such affiliate will vacate and surrender the possession of the Trust Property to Beneficiary or to such receiver, and in default thereof may be evicted by summary proceedings or otherwise. Grantor shall not accept prepayments of installments of Rent to become due for a period of more than one month in advance (except for security deposits and estimated payments of percentage rent, if any).

          23. Trust Funds. All lease security deposits of the Real Estate shall be treated as trust funds not to be commingled with any other funds of Grantor. Within 10 days after request by Beneficiary, Grantor shall furnish Beneficiary reasonably satisfactory evidence of compliance with this subsection, together with a statement of all lease security deposits by lessees and copies of all Leases not previously delivered to Beneficiary, which statement shall be certified by Grantor.

          24. Additional Rights. The holder of any subordinate lien or subordinate deed of trust on the Trust Property shall have no right to terminate any Lease whether or not such Lease is subordinate to this Deed of Trust nor shall any holder of any subordinate lien or subordinate deed of trust join any tenant under any Lease in any trustee’s sale or action to foreclose the lien or modify, interfere with, disturb or terminate the rights of any tenant under any Lease. By recordation of this Deed of Trust all subordinate lienholders and the trustees and beneficiaries under subordinate deeds of trust are subject to and notified of this provision, and any action taken by any such lienholder or trustee or beneficiary contrary to this provision shall be null and void. Upon the occurrence and continuance of any Event of Default, Beneficiary may, in its sole discretion and without regard to the adequacy of its security under this Deed of Trust, apply all or any part of any amounts on deposit with Beneficiary under this Deed of Trust against all or any part of the Term Loan Secured Obligations. Any such application shall not be construed to cure or waive any Default or Event of Default or invalidate any act taken by Beneficiary on account of such Default or Event of Default.

          25. Changes in Method of Taxation. In the event of the passage after the date hereof of any law of any Governmental Authority deducting from the value of the Premises for the purposes of taxation of any lien or deed of trust thereon, or changing in any way the laws for the taxation of mortgages or deeds of trust or debts secured thereby for federal, state or local purposes, or the manner of collection of any such taxes, and imposing a tax, either directly or indirectly, on mortgages or deeds of trust or debts secured thereby, the holder of this Deed of Trust shall have the right to declare the Term Loan Secured Obligations due on a date to be specified by not less than 30 days’ written notice to be given to Grantor unless within such 30-day period Grantor shall assume as an obligation hereunder the payment of any tax so imposed until the Aggregate Term Loan Commitment is terminated and the Term Loan Secured Obligations shall have been paid in full and such assumption shall be permitted by law.

          26. Notices. All notices, requests, demands and other communications hereunder to be effective shall be in writing or by telecopy and unless otherwise expressly provided herein, shall be deemed to have been sufficiently given or served when presented by hand or when deposited in the mail by certified or return receipt requested mail, postage prepaid, or in the case of telecopy notice, when sent, addressed to Grantor at the address given on the first page of this Deed of Trust, to Beneficiary at the address given on the first page of this Deed of Trust and to Trustee at the address given on the first page of this Deed of Trust. Any party may change its address by notice to the other party. If any party other

19

than Grantor shall be entitled to receive copies of notices, demands or approvals, failure of Beneficiary or Trustee to send such copies shall not impair the effectiveness of any notice sent to Grantor.

          27. No Oral Modification. This Deed of Trust may not be changed or terminated orally, but may be waived, altered, modified or amended by an instrument in writing, duly executed by the Grantor and the Beneficiary. Any agreement made by Grantor and Beneficiary after the date of this Deed of Trust relating to this Deed of Trust shall be superior to the rights of the holder of any intervening or subordinate deed of trust, lien or encumbrance. Trustee’s execution of any written agreement between Grantor and Beneficiary shall not be required for the effectiveness thereof as between Grantor and Beneficiary.

          28. Partial Invalidity. In the event any one or more of the provisions contained in this Deed of Trust shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, but each shall be construed as if such invalid, illegal or unenforceable provision had never been included. Notwithstanding to the contrary anything contained in this Deed of Trust or in any provisions of the Loan Documents, the obligations of Grantor and of any other obligor under the Loan Documents shall be subject to the limitation that Beneficiary shall not charge, take or receive, nor shall Grantor or any other obligor be obligated to pay to Beneficiary, any amounts constituting interest in excess of the maximum rate permitted by law to be charged by Beneficiary.

          29. Grantor’s Waiver of Rights. To the fullest extent permitted by law, Grantor waives the benefit of all laws now existing or that may subsequently be enacted providing for (i) any appraisement before sale of any portion of the Trust Property, (ii) any extension of the time for the enforcement of the collection of the Term Loan Secured Obligations or the creation or extension of a period of redemption from any sale made in collecting such debt and (iii) exemption of the Trust Property from attachment, levy or sale under execution or exemption from civil process. To the full extent Grantor may do so, Grantor agrees that Grantor will not at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force providing for any appraisement, valuation, stay, exemption, extension or redemption, or requiring foreclosure of this Deed of Trust before exercising any other remedy granted hereunder and Grantor, for Grantor and its successors and assigns, and for any and all persons ever claiming any interest in the Trust Property, to the extent permitted by law, hereby waives and releases all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of the secured indebtedness and marshalling in the event of exercise by Trustee or Beneficiary of the power of sale or other rights hereby created.

          30. Remedies Not Exclusive. Beneficiary and Trustee shall be entitled to enforce payment of the Term Loan Secured Obligations and performance of the Grantor’s obligations under the Loan Documents and to exercise all rights and powers under this Deed of Trust or under any of the other Loan Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of such obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary’s or Trustee’s right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary may determine in its absolute discretion. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in

20

equity or by statute. Every power or remedy given by any of the Loan Documents to Beneficiary or Trustee or to which either may otherwise be entitled, may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the case may be. In no event shall Beneficiary or Trustee, in the exercise of the remedies provided in this Deed of Trust (including, without limitation, in connection with the assignment of Rents, or the appointment of a receiver and the entry of such receiver on to all or any part of the Trust Property), be deemed a “mortgagee in possession,” and neither Beneficiary nor Trustee shall in any way be made liable for any act, either of commission or omission, in connection with the exercise of such remedies, except for their own bad faith, gross negligence or willful misconduct.

          31. Multiple Security. If (a) the Premises shall consist of one or more parcels, whether or not contiguous and whether or not located in the same county, or (b) in addition to this Deed of Trust, Beneficiary shall now or hereafter hold or be the beneficiary of one or more additional mortgages, liens, deeds of trust or other security (directly or indirectly) for the Term Loan Secured Obligations upon other property in the State in which the Premises are located (whether or not such property is owned by Grantor or by others) or (c) both the circumstances described in clauses (a) and (b) shall be true, then to the fullest extent permitted by law, Beneficiary may, at its election, commence or consolidate in a single trustee’s sale or foreclosure action all trustee’s sale or foreclosure proceedings against all such collateral securing the Term Loan Secured Obligations (including the Trust Property), which action may be brought or consolidated in the courts of, or sale conducted in, any county in which any of such collateral is located. Grantor acknowledges that the right to maintain a consolidated trustee’s sale or foreclosure action is a specific inducement to Beneficiary to extend the Loans, and Grantor expressly and irrevocably waives any objections to the commencement or consolidation of the foreclosure proceedings in a single action and any objections to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have. Grantor further agrees that if Trustee or Beneficiary shall be prosecuting one or more foreclosure or other proceedings against a portion of the Trust Property or against any collateral other than the Trust Property, which collateral directly or indirectly secures the Term Loan Secured Obligations, or if Beneficiary shall have obtained a judgment of foreclosure and sale or similar judgment against such collateral (or, in the case of a trustee’s sale, shall have met the statutory requirements therefor with respect to such collateral), then, whether or not such proceedings are being maintained or judgments were obtained in or outside the State in which the Premises are located, Beneficiary may commence or continue any trustee’s sale or foreclosure proceedings and exercise its other remedies granted in this Deed of Trust against all or any part of the Trust Property and Grantor waives any objections to the commencement or continuation of a foreclosure of this Deed of Trust or exercise of any other remedies hereunder based on such other proceedings or judgments, and waives any right to seek to dismiss, stay, remove, transfer or consolidate either any action under this Deed of Trust or such other proceedings on such basis. The commencement or continuation of proceedings to sell the Trust Property in a trustee’s sale, to foreclose this Deed of Trust or the exercise of any other rights hereunder or the recovery of any judgment by Beneficiary or the occurrence of any sale by the Trustee in any such proceedings shall not prejudice, limit or preclude Beneficiary’s right to commence or continue one or more trustee’s sales, foreclosure or other proceedings or obtain a judgment against (or, in the case of a trustee’s sale, to meet the statutory requirements for, any such sale of) any other collateral (either in or outside the State in which the Real Estate is located) which directly or indirectly secures the Term Loan Secured Obligations, and Grantor expressly waives any objections to the commencement of, continuation of, or entry of a judgment in such other sales or proceedings or exercise of any remedies in such sales or proceedings based upon any action or judgment connected to this Deed of Trust, and Grantor also waives any right to seek to dismiss, stay, remove, transfer or consolidate either such other sales or proceedings or any sale or action under this Deed of Trust on such basis. It is expressly understood and agreed that to the fullest extent permitted by law, Beneficiary may, at its election, cause

21

the sale of all collateral which is the subject of a single trustee’s sale or foreclosure action at either a single sale or at multiple sales conducted simultaneously and take such other measures as are appropriate in order to effect the agreement of the parties to dispose of and administer all collateral securing the Term Loan Secured Obligations (directly or indirectly) in the most economical and least time-consuming manner.

          32. Expenses; Indemnification. (a) Grantor shall pay or reimburse Trustee and Beneficiary for all reasonable expenses incurred by Beneficiary or Trustee before and after the date of this Deed of Trust with respect to any and all transactions contemplated by this Deed of Trust including without limitation, the preparation of any document reasonably required hereunder or any amendment, modification, restatement or supplement to this Deed of Trust, the delivery of any consent, non-disturbance agreement or similar document in connection with this Deed of Trust or the enforcement of any of Beneficiary’s or Trustee’s rights. Such expenses shall include, without limitation, all title and conveyancing charges, recording and filing fees and taxes, mortgage taxes, intangible personal property taxes, escrow fees, revenue and tax stamp expenses, insurance premiums (including title insurance premiums), title search and title rundown charges, brokerage commissions, finders’ fees, placement fees, court costs, surveyors’, photographers’, appraisers’, architects’, engineers’, consulting professional’s, accountants’ and attorneys’ fees and disbursements. Grantor acknowledges that from time to time Grantor may receive statements for such expenses, including without limitation attorneys’ fees and disbursements. Grantor shall pay such statements promptly upon receipt.

          (b) If (i) any sale (or any prerequisite to a sale), action or proceeding shall be commenced by Beneficiary or Trustee (including but not limited to any sale of the Trust Property, or any action to foreclose this Deed of Trust or to collect the Term Loan Secured Obligations), or any action or proceeding is commenced to which Beneficiary or Trustee is made a party, or in which it becomes necessary to defend or uphold the rights granted by this Deed of Trust (including, without limitation, any proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Guarantor), or in which Beneficiary or Trustee is served with any legal process, discovery notice or subpoena and (ii) in each of the foregoing instances such action or proceeding in any manner relates to or arises out of this Deed of Trust or Beneficiary’s lending to Grantor or any of the transactions contemplated by this Deed of Trust, then Grantor will promptly reimburse or pay to Beneficiary and Trustee all of the reasonable expenses which have been or may be incurred by Beneficiary and Trustee, respectively, with respect to the foregoing (including reasonable counsel fees and disbursements), together with interest thereon at the Default Rate, and any such sum and the interest thereon shall be included in the Term Loan Secured Obligations and have the full benefit of this Deed of Trust, prior to any right, or title to, interest in or claim upon the Trust Property attaching or accruing to this Deed of Trust, and shall be deemed to be secured by this Deed of Trust. In any action or proceeding to sell the Trust Property, to foreclose this Deed of Trust, or to recover or collect the Term Loan Secured Obligations, the provisions of law respecting the recovering of costs, disbursements and allowances shall prevail unaffected by this covenant.

          (c) Grantor shall indemnify and hold harmless each of Beneficiary and Trustee and each of their respective affiliates, and the respective directors, officers, agents and employees of each of Beneficiary and Trustee and each of their respective affiliates from and against all claims, damages, losses and liabilities (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or based upon any matter related to this Deed of Trust, the Trust Property or the occupancy, ownership, maintenance or management of the Trust Property by Grantor, including, without limitation, any claims based on the alleged acts or omissions of any employee or agent of Grantor, other than any such claims, damages, losses and liabilities arising from the gross negligence, willful misconduct or bad faith thereof.

22

This indemnification shall be in addition to any other liability which Grantor may otherwise have to Beneficiary or Trustee.

          33. Successors and Assigns. All covenants of Grantor contained in this Deed of Trust are imposed solely and exclusively for the benefit of Beneficiary and Trustee and their respective successors and assigns, and no other person or entity shall have standing to require compliance with such covenants or be deemed, under any circumstances, to be a beneficiary of such covenants, any or all of which may be freely waived in whole or in part by Beneficiary or Trustee at any time if in the sole discretion of either of them such waiver is deemed advisable. All such covenants of Grantor shall run with the land and bind Grantor, the successors and assigns of Grantor (and each of them) and all subsequent owners, encumbrancers and tenants of the Trust Property, and shall inure to the benefit of Beneficiary, Trustee and their respective successors and assigns. Without limiting the generality of the foregoing, any successor to Trustee appointed by Beneficiary shall succeed to all rights of Trustee as if such successor had been originally named as Trustee hereunder. The word “Grantor” shall be construed as if it read “Grantors” whenever the sense of this Deed of Trust so requires and if there shall be more than one Grantor, the obligations of the Grantors shall be joint and several.

          34. No Waivers, etc. Any failure by Beneficiary to insist upon the strict performance by Grantor of any of the terms and provisions of this Deed of Trust shall not be deemed to be a waiver of any of the terms and provisions hereof, and Beneficiary or Trustee, notwithstanding any such failure, shall have the right thereafter to insist upon the strict performance by Grantor of any and all of the terms and provisions of this Deed of Trust to be performed by Grantor. Beneficiary may release, regardless of consideration and without the necessity for any notice to or consent by the beneficiary of any subordinate deed of trust or the holder of any subordinate lien on the Trust Property, any part of the security held for the obligations secured by this Deed of Trust without, as to the remainder of the security, in anywise impairing or affecting this Deed of Trust or the priority of this Deed of Trust over any subordinate lien or deed of trust.

          35. Authority of Beneficiary. The Grantor acknowledges that the rights and responsibilities of the Beneficiary under this Deed of Trust with respect to any action taken by the Beneficiary or the exercise or non-exercise by the Beneficiary of any right or remedy provided for herein or resulting or arising out of this Deed of Trust shall, as between the Beneficiary and the Lenders, be governed by the Credit Agreement, but, as between the Beneficiary and the Grantor, the Beneficiary shall be conclusively presumed to be acting with full and valid authority so to act or refrain from acting, and the Grantor shall be under no obligation or entitlement to make any inquiry respecting such authority.

          36. Governing Law, etc. This Deed of Trust shall be governed by and construed in accordance with the laws of the State in which the Premises are located, except that Grantor expressly acknowledges that by their respective terms the Credit Agreement and any Notes issued thereunder shall be governed and construed in accordance with the laws of the state of New York, without regard to principles of conflict of law, and for purposes of consistency, Grantor agrees that in any in personam proceeding related to this Deed of Trust the rights of the parties to this Deed of Trust shall also be governed by and construed in accordance with the laws of the state of New York governing contracts made and to be performed in that state, without regard to principles of conflict of law.

          37. Waiver of Trial by Jury. Grantor, Trustee and Beneficiary each hereby irrevocably and unconditionally waive trial by jury in any action, claim, suit or proceeding relating to this Deed of Trust and for any counterclaim brought therein.

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          38. Certain Definitions. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Deed of Trust shall be used interchangeably in singular or plural form and the word “Grantor” shall mean “each Grantor or any subsequent owner or owners of the Trust Property or any part thereof or interest therein,” the word “Beneficiary” shall mean “Beneficiary or any subsequent Collateral Agent for the Lenders pursuant to the Credit Agreement,” the word “Trustee” shall mean “Trustee and any successor trustee hereunder,” the word “Notes” or “Credit Agreement” shall mean “the Notes, the Credit Agreement or any other evidence of indebtedness secured by this Deed of Trust”, the word “person” shall include any individual, corporation, partnership, trust, unincorporated association, government, governmental authority, or other entity, and the words “Trust Property” shall include any portion of the Trust Property or interest therein. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. The captions in this Deed of Trust are for convenience or reference only and in no way limit or amplify the provisions hereof.

          39. Receipt of Copy. Grantor acknowledges that it has received a true copy of this Deed of Trust.

          40. Present and Future Advances. This Deed of Trust secures all present and future loan disbursements or advances made by the Lenders under the Loan Documents, and all other sums from time to time owing to the Lenders by the Borrower under the Loan Documents and under the secured indebtedness. The amount of the present disbursement or advance secured hereby is Eight Hundred and Forty Million Dollars ($840,000,000.00), and the maximum principal amount which may be secured hereby at any one time is Nine Hundred and Sixty Million Dollars ($960,000,000.00). The time period within which such future disbursements or advances are to be made is the period between the date hereof and the date fifteen (15) years from the date hereof. Disbursements or advances secured hereby shall not be required to be evidenced by a “written instrument or notation” as described in Section 45-68(2) of the North Carolina General Statutes, it being the intent of the parties that the requirements of Section 45-68(2) for a “written instrument or notation” for each advance or disbursement shall not be applicable to disbursements or advances made under the Loan Documents and under the secured indebtedness.

          41. Miscellaneous. Grantor represents and warrants that this Deed of Trust is not a purchase money mortgage as defined in North Carolina General Statutes Section 45-21.38, the North Carolina Anti-Deficiency Statute.

          42. Attorneys’ Fees. All references to “attorneys’ fees” or to “reasonable attorneys’ fees” herein and in the other Loan Documents shall be deemed to be “reasonable attorneys’ fees,” and as used herein, and in any other Loan Documents to the extent North Carolina law applies thereto, the phrase “reasonable attorneys’ fees” and similar phrases shall mean attorneys’ fees at standard hourly rates actually incurred, without giving effect to the statutory presumption set forth in Section 6-21.2 of the North Carolina General Statutes.

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          IN WITNESS WHEREOF, the Grantor has caused this instrument to be signed in its corporate name by its duly authorized officer by authority of its Board of Directors, to be effective the day and year first above written.

REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation
By:	/s/ Michael T. Sheehan
	Printed Name:  Michael T. Sheehan
	Title:	Senior Vice President and Deputy General Counsel

SIGNATURE PAGE TO NORTH CAROLINA DEED OF TRUST (TERM LOAN)

STATE OF New York
	)     ss.
COUNTY OF New York	)

     I, Angelica M. Alvarez, a Notary Public of New York County, State of New York certify that Michael T. Sheehan, (the “Signatory”), personally came before me this day and acknowledged that he/she is the Senior Vice President and Deputy General Counsel of REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation, and that he/she, as the Senior Vice President and Deputy General Counsel, being authorized to do so, executed the foregoing on behalf of the corporation.

     I certify that the Signatory personally appeared before me this day, and

(check one of the following)

     þ (I have personal knowledge of the identity of the Signatory); or

     o (I have seen satisfactory evidence of the Signatory’s identity, by a current state or federal identification with the Signatory’s photograph in the form of:

(check one of the following)

          o a driver’s license or

          o in the form of                                          ); or

          o (a credible witness has sworn to the identity of the Signatory).

     The Signatory acknowledged to me that he/she voluntarily signed the foregoing instrument for the purpose stated and in the capacity indicated.

     Witness my hand and official stamp or seal this 19th day of December, 2006.

/s/ Angelica M. Alvarez

Notary Public

Print Name: Angelica M. Alvarez

My Commission Expires: December 30, 2006

[NOTARY SEAL]

NOTARY PAGE TO NORTH CAROLINA DEED OF TRUST (TERM LOAN)

Exhibit A

Legal Description

EX-4.11

Exhibit 4.11

Execution Version

SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

Dated as of November 23, 2009

among

Revlon, Inc.,

Revlon Consumer Products Corporation

and

Each Other Grantor
From Time to Time Party Hereto

and

Citicorp USA, Inc.
as Collateral Agent

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153-0119

TABLE OF CONTENTS

	Page
Article I Defined Terms		2
Section 1.1 Definitions		2
Section 1.2 Certain Other Terms		10
Article II Grant of Security Interest		11
Section 2.1 Collateral		11
Section 2.2 Grants of Security Interest in Collateral		14
Section 2.3 Cash Collateral Account		15
Article III Representations and Warranties		15
Section 3.1 Title; No Other Liens		16
Section 3.2 Perfection and Priority		16
Section 3.3 Jurisdiction of Organization; Chief Executive Office		16
Section 3.4 Inventory and Equipment		17
Section 3.5 Pledged Collateral		17
Section 3.6 Accounts		17
Section 3.7 Intellectual Property		18
Section 3.8 Deposit Accounts; Securities Accounts		18
Section 3.9 Commercial Tort Claims		18
Article IV Covenants		18
Section 4.1 Generally		19
Section 4.2 Maintenance of Perfected Security Interest; Further Documentation		19
Section 4.3 Changes in Locations, Name, Etc.		20
Section 4.4 Pledged Collateral		20
Section 4.5 Accounts		22
Section 4.6 Delivery of Instruments and Chattel Paper		22
Section 4.7 Intellectual Property		22
Section 4.8 Vehicles		24
Section 4.9 Payment of Multi-Currency Payment Obligations and Term Loan Payment Obligations		24
Section 4.10 Insurance		25
Section 4.11 Notice of Commercial Tort Claims		25
Article V Remedial Provisions		25
Section 5.1 Code and Other Remedies		25
Section 5.2 Accounts and Payments in Respect of General Intangibles		26
Section 5.3 Pledged Collateral		27
Section 5.4 Proceeds to be Turned Over To Collateral Agent		28
Section 5.5 Registration Rights		28
Section 5.6 Deficiency		29
Section 5.7 Grant of License to Use Intellectual Property		29
Article VI The Collateral Agent		30
Section 6.1 Collateral Agent’s Appointment as Attorney-in-Fact		30
Section 6.2 Duty of Collateral Agent		31
Section 6.3 Authorization of Financing Statements		32
Section 6.4 Authority of Collateral Agent		32

i

TABLE OF CONTENTS
(continued)

	Page
Article VII Miscellaneous		32
Section 7.1 Amendments in Writing		32
Section 7.2 Notices		33
Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies		33
Section 7.5 Successors and Assigns		34
Section 7.6 Counterparts		34
Section 7.7 Severability		35
Section 7.8 Section Headings		35
Section 7.9 Entire Agreement		35
Section 7.10 Governing Law		35
Section 7.11 Additional Grantors		35
Section 7.12 Release of Collateral		35
Section 7.13 Reinstatement		36

ii

Annexes and Schedules

Annex 1	Form of Pledge Amendment
Annex 2	Form of Joinder Agreement
Annex 3	Form of Short Form Intellectual Property Security Agreement
Schedule 1	Jurisdiction of Organization; Principal Executive Office
Schedule 2	Pledged Collateral
Schedule 3	Filings
Schedule 4	Location of Inventory and Equipment
Schedule 5A	Intellectual Property
Schedule 5B	Material Intellectual Property
Schedule 6	Bank Accounts; Control Accounts
Schedule 7	Commercial Tort Claims
Schedule 8	Excluded Trademarks

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This Second Amended and Restated Pledge and Security Agreement is subject to the terms and provisions of the Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of November 23, 2009 (as such agreement may be amended, amended and restated, supplemented or otherwise modified from time, the “Intercreditor Agreement”), among Citicorp USA, Inc., as Administrative Agent for the Multi-Currency Lenders and Issuing Lenders, Citicorp USA, Inc., as Administrative Agent for the Term Loan Lenders, U.S. Bank National Association, as Trustee for the Noteholders, Citicorp USA, Inc., as collateral agent for the Secured Parties, Revlon, Inc., Revlon Consumer Products Corporation and each other Grantor.

     Second Amended and Restated Pledge and Security Agreement, dated as of November 23, 2009, by Revlon, Inc. (“Revlon”), Revlon Consumer Products Corporation (the “Company”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.11 (Additional Grantors) (together with Revlon and the Company, each a “Grantor” and collectively, the “Grantors”) in favor of Citicorp USA, Inc. (“Citicorp”), as collateral agent for the Secured Parties (in such capacity, together with any successor in such capacity, the “Collateral Agent”).

Witnesseth:

          Whereas, the Company, certain of its subsidiaries, the lenders (the “Multi-Currency Lenders”) and issuing lenders (the “Issuing Lenders”) party thereto, Citicorp, as administrative agent for the Multi-Currency Lenders and Issuing Lenders (in such capacity, together with any successor in such capacity, the “Multi-Currency Administrative Agent”), and the Collateral Agent are parties to the Credit Agreement, dated as of July 9, 2004 (as such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Multi-Currency Credit Agreement”);

          Whereas, the Term Loan Facility under, and as defined in, the Multi-Currency Credit Agreement was refinanced pursuant to the Term Loan Agreement, dated as of December 20, 2006 (as such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Term Loan Agreement”, and together with the Multi-Currency Credit Agreement, the “Credit Agreements”), among the Company, as borrower, the lenders (the “Term Loan Lenders”; together with the Multi-Currency Lenders and the Issuing Lenders, the “Lenders”) party thereto, Citicorp, as administrative agent for the Term Loan Lenders (in such capacity, together with any successor in such capacity, the “Term Loan Administrative Agent”, and together with the Multi-Currency Administrative Agent, the “Administrative Agents”), the Collateral Agent (together with the Administrative Agents and the Noteholder Representative, the “Agents”), and JPMorgan Chase Bank, N.A., as syndication agent;

          Whereas, the Credit Agreements have been amended pursuant to amendments dated as of November 6, 2009 (the “Amendments”), to permit the Company to refinance the Existing Senior Notes with proceeds of a Permitted Second Lien Financing and to make such other changes to the terms of the Credit Agreements as are provided in such Amendments;

          Whereas, concurrently with the execution and delivery of this Agreement, the Company is issuing Indebtedness constituting a Permitted Second Lien Financing in the form of notes (the “Notes”) pursuant to the Indenture dated as of November 23, 2009 among Revlon, the Company, the other Grantors and U.S. Bank National Association, as trustee (in such capacity, together with any successor in such capacity, the “Noteholder Representative”) (as such agreement may be amended, restated, supplemented, renamed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renamed, extended, increased, refunded or replaced, the “Indenture”) in order to refinance the Existing Senior Notes;

          Whereas, the Grantors are party to the Guaranty, dated as of July 9, 2004 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Multi-Currency Guaranty”), pursuant to which they have guaranteed the Payment Obligations (as defined in the Multi-Currency Credit Agreement) (the “Multi-Currency Payment Obligations”);

          Whereas, the Grantors are party to the Term Loan Guaranty, dated as of December 20, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Guaranty”), pursuant to which they have guaranteed the Payment Obligations (as defined in the Term Loan Agreement) (the “Term Loan Payment Obligations”);

          Whereas, pursuant to the Indenture, the Grantors, other than the Company, have guaranteed the Noteholder Payment Obligations (as defined below);

          Whereas, this Agreement, on the terms and subject to the conditions set forth herein, shall amend and restate, in its entirety, the Amended and Restated Pledge and Security Agreement, dated as of December 20, 2006 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Pledge and Security Agreement”), entered into by the Grantors in favor of the Collateral Agent; and

          Whereas, each Grantor will receive substantial direct and indirect benefits from the making of the Loans, the issuing of the Notes and the granting of the other financial accommodations to the Company under the Credit Agreements and the Indenture;

          Now, therefore, each Grantor hereby agrees with the Collateral Agent as follows:

     ARTICLE I Defined Terms

          Section 1.1 Definitions

          (a) Unless otherwise defined or specified herein, terms defined in the Credit Agreements and used herein have the meanings given to them in the Credit Agreements. To the

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extent terms are defined differently in the Term Loan Agreement and the Multi-Currency Credit Agreement, the terms shall be used herein as defined in the Multi-Currency Credit Agreement unless otherwise specified.

          (b) Terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC, including the following terms (which are capitalized herein):

“Account Debtor”
“Account”
“Certificated Security”
“Chattel Paper”
“Commercial Tort Claim”
“Commodity Account”
“Control Account”
“Deposit Account”
“Documents”
“Entitlement Holder”
“Entitlement Order”
“Equipment”
“Financial Asset”
“Fixtures”
“General Intangible”
“Goods”
“Instruments”
“Inventory”
“Investment Property”
“Lease”
“Letter-of-Credit Right”
“Payment Intangibles”
“Proceeds”
“Securities Account”
“Securities Intermediary”
“Security”
“Security Entitlement”
“Software”
“Supporting Obligations”

          (c) The following terms shall have the following meanings:

          “Additional Pledged Collateral” means any Pledged Collateral acquired by any Grantor after the date hereof and in which a security interest is granted pursuant to Section 2.2 (Grants of Security Interest in Collateral), including, to the extent a security interest is granted therein pursuant to, Section 2.2 (Grants of Security Interest in Collateral) (i) all Stock and Stock Equivalents of any Person that are acquired by any Grantor after the date hereof, together with all certificates, instruments or other documents representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of the foregoing, (ii) all additional Indebtedness from time to time owed to any Grantor by any obligor on the Pledged Debt Instruments and the Instruments evidencing such Indebtedness and (iii) all interest, cash, Instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of

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or in exchange for any of the foregoing. “Additional Pledged Collateral” may be General Intangibles, Instruments or Investment Property.

          “Agreement” means this Second Amended and Restated Pledge and Security Agreement.

          “Collateral” means, collectively, the Multi-Currency Collateral and the Term Loan Collateral.

          “Constituent Documents” means, with respect to any Person, (a) the articles of incorporation, certificate of incorporation or certificate of formation (or the equivalent organizational documents) of such Person, (b) the by-laws, operating agreement (or the equivalent governing documents) of such Person and (c) any document setting forth the manner of election and duties of the directors or managing members of such Person (if any) and the designation, amount or relative rights, limitations and preferences of any class or series of such Person’s Stock.

          “Controlling Agent” has the meaning specified in the Intercreditor Agreement.

          “Copyright Licenses” means any written agreement naming any Grantor as licensor or licensee granting any right under any Copyright, including the grant of any right to copy, publicly perform, create derivative works, manufacture, distribute, exploit or sell materials derived from any Copyright.

          “Copyrights” means (a) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any foreign counterparts thereof, and (b) the right to obtain all renewals thereof.

          “Default” means, (i) with respect to any Credit Agreement, a “Default” as defined in such Credit Agreement and (ii) with respect to the Indenture, a “Default” as defined in the Indenture.

          “Deposit Account Control Agreement” means with respect to any deposit account, an agreement, in form and substance reasonably satisfactory to the Designated Administrative Agent, among the Collateral Agent, the financial institution or other Person at which such account is maintained and the Grantor maintaining such account, effective to grant “control” (as defined under the applicable UCC) over such account to the Collateral Agent.

          “Designated Administrative Agent” shall mean, (i) until all Multi-Currency Payment Obligations arising under the Multi-Currency Credit Agreement have been paid in full, the Multi-Currency Administrative Agent, (ii) at any time thereafter and until all Term Loan Payment Obligations under the Term Loan Agreement have been paid in full, the Term Loan Administrative Agent and (iii) at any time thereafter, the Noteholder Representative.

          “Domestic Person” means any “United States person” under and as defined in Section 7701(a)(30) of the Code.

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          “Event of Default” means, (i) with respect to any Credit Agreement, an “Event of Default” as defined in such Credit Agreement and (ii) with respect to the Indenture, an “Event of Default” as defined in the Indenture.

          “Excluded Equity” means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor if such Subsidiary is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

          “Excluded Property” means, collectively, (i) Excluded Equity, (ii) any permit, lease, license, contract, instrument or other agreement held by any Grantor that prohibits or requires the consent of any Person other than the Company and its Affiliates as a condition to the creation by such Grantor of a Lien thereon, or any permit, lease, license, contract, instrument or other agreement held by any Grantor to the extent that any Requirement of Law applicable thereto prohibits the creation of a Lien thereon, but only, in each case, to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of Law, (iii) Equipment or Fixtures owned by any Grantor that is subject to a purchase money Lien or a capital lease if the contract or other agreement in which such Lien is granted (or in the documentation providing for such capital lease) prohibits or requires the consent of any Person other than the Company and its Affiliates as a condition to the creation of any other Lien on such Equipment or Fixtures, (iv) an application to register a trademark under Section 1(b) of the Trademark Act, 15 U.S.C. Section 1051(b), prior to the filing of an amendment under Section 1(c) or statement of use under Section 1(d), 15 U.S.C. Sections 1051(c) or (d) and (v) any property or asset of any Grantor situated (or deemed to be situated) in the Commonwealth of Australia; provided, however, “Excluded Property” shall not include any Proceeds, substitutions or replacements of Excluded Property (unless such Proceeds, substitutions or replacements would constitute Excluded Property).

          “Excluded Trademarks” means the Trademarks listed on Schedule 8 (Excluded Trademarks).

          “First Priority Multi-Currency Collateral Liens” has the meaning specified in Section 2.2(a).

          “First Priority Term Loan Collateral Liens” has the meaning specified in Section 2.2(d).

          “Indenture” has the meaning specified in the recitals hereto.

          “Intellectual Property” means, collectively, all rights, priorities and privileges of any Grantor relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, trade secrets and Internet domain names, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

          “Intercompany Note” means any promissory note evidencing loans made by any Grantor or any of its Subsidiaries to a Grantor.

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          “Intercreditor Agreement” has the meaning specified in the legend to this Agreement.

          “LLC” means each limited liability company in which a Grantor has an interest, including those set forth on Schedule 2 (Pledged Collateral), but excluding Revlon Professional Holding Company LLC.

          “LLC Agreement” means each operating agreement with respect to a LLC, as each agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified from time to time.

          “Loan Documents” means, collectively, the Multi-Currency Loan Documents and the Term Loan Documents.

          “Material Intellectual Property” means, with respect to any Grantor, at any time, Intellectual Property owned by or licensed to such Grantor that is necessary or otherwise material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, at such time.

          “Multi-Currency Administrative Agent” has the meaning specified in the recitals hereto.

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

          “Multi-Currency Collateral” has the meaning specified in Section 2.1(a).

          “Multi-Currency Loan Documents” means the Loan Documents (as defined in the Multi-Currency Credit Agreement).

          “Multi-Currency Secured Obligations” means, collectively, (a) the Multi-Currency Payment Obligations, (b) the obligations of each Grantor related thereto under the Multi-Currency Guaranty and the other Multi-Currency Loan Documents to which it is a party and (c) the Multi-Currency Eligible Obligations (as defined in the Intercreditor Agreement).

          “Multi-Currency Secured Party” means the Multi-Currency Administrative Agent and each holder of any Multi-Currency Secured Obligation.

          “Non-U.S. Person” means any Person that is not a Domestic Person.

          “Notes” has the meaning specified in the recitals hereto.

          “Noteholder Documents” means the Indenture, the Noteholder Security Documents and the other Indenture Documents (as defined in the Indenture).

          “Noteholder Payment Obligations” means the unpaid principal of and interest on (including interest accruing after the maturity of the Notes 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 Notes and all other obligations and liabilities of the

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Company to any Noteholder Secured Party, 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, the Notes, the Indenture or any other Noteholder Documents, 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 Noteholder Representative, the Collateral Agent or to any Noteholder that are required to be paid by the Company pursuant to the Noteholder Documents) or otherwise.

          “Noteholder Representative” shall include, in addition to the Noteholder Representative as defined in the legend hereto, (a) any successors and assigns thereto, or any acting Noteholder Representative, in each case, as permitted under the Noteholder Documents, and (b) if there is no acting Noteholder Representative, the Required Holders (as defined in the Noteholder Documents).

          “Noteholder Secured Obligations” means all Note Obligations (as defined in the Indenture) and the obligations of each Loan Party under the Noteholder Documents to which it is a party.

          “Noteholder Secured Party” means the Noteholder Representative and each holder of any Noteholder Secured Obligations.

          “Noteholder Security Documents” means the Security Documents (as defined in the Indenture).

          “Noteholders” means, collectively, the Holders (as defined in the Noteholder Documents).

          “Other Excluded Assets” means, collectively, (i) all interests in real property other than fee interests located in the United States, (ii) any fee interest in real property if the value of such fee interest is less than $7.5 million and the Company’s fee interest, as of the date hereof, in real property located in Irvington, New Jersey; (iii) any Stock or assets owned by Revlon other than the Stock of the Company and proceeds thereof; (iv) any Stock and other securities of each Subsidiary of the Company to the extent that the pledge of such Stock or other securities to secure the Noteholder Secured Obligations would cause such Subsidiary to be required to file separate financial statements with the Securities and Exchange Commission or any successor thereto pursuant to Rule 3-16 of Regulation S-X; and (v) those assets that otherwise would constitute Collateral but as to which the Agents shall not have required a lien or security interest.

          “pay in full,” “paid in full” or “payment in full” shall mean, (a) with respect to the Secured Obligations, the payment in full in cash of the principal of, accrued (but unpaid) interest and premium, if any, on all such Secured Obligations and, with respect to letters of credit outstanding thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the terms thereof, in each case, after or concurrently with termination of all Commitments thereunder and payment in full in cash of any other Secured Obligations that are due and payable at or prior to the time such principal and interest are paid (and, in the case of the Multi-Currency Secured Obligations or the Term Loan Secured Obligations, the payment in full in cash or Undesignation (as defined in the Intercreditor Agreement) of all Multi-Currency Eligible Obligations or all Term Loan Eligible Obligations, respectively) or (b) in the case of the

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Noteholder Secured Obligations, a legal defeasance or covenant defeasance has been effected under the Indenture or the Indenture has been discharged in accordance with its terms.

          “Parent Collateral” has the meaning specified in Section 2.1(c).

          “Partnership” means each partnership in which a Grantor has an interest, including those set forth on Schedule 2 (Pledged Collateral).

          “Partnership Agreement” means each partnership agreement governing a Partnership, as each such agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified.

          “Patents” means (a) all letters patent of the United States, any other country or any political subdivision thereof and all reissues and extensions thereof, (b) all applications for letters patent of the United States or any other country and all divisionals, continuations and continuations-in-part thereof and (c) all rights to obtain any reissues or extensions of the foregoing.

          “Patent License” means all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, have manufactured, use, import, sell or offer for sale any invention covered in whole or in part by a Patent.

          “Pledged Certificated Stock” means all Certificated Securities and any other Stock and Stock Equivalent of a Person evidenced by a certificate, Instrument or other equivalent document, in each case owned by any Grantor, including all Stock listed on Schedule 2 (Pledged Collateral).

          “Pledged Collateral” means, collectively, the Pledged Stock, Pledged Debt Instruments, any other Investment Property of any Grantor, all chattel paper, certificates or other Instruments representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of the foregoing. Pledged Collateral may be General Intangibles, Instruments or Investment Property, but excludes Excluded Equity.

          “Pledged Debt Instruments” means all right, title and interest of any Grantor in Instruments evidencing any Indebtedness owed to such Grantor, including all Indebtedness described on Schedule 2 (Pledged Collateral), issued by the obligors named therein.

          “Pledged Stock” means all Pledged Certificated Stock and all Pledged Uncertificated Stock. For purposes of this Agreement, the term “Pledged Stock” shall not include any Excluded Equity.

          “Pledged Uncertificated Stock” means any Stock or Stock Equivalent of any Person that is not Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or general partner in any Partnership or as a member of any LLC and all right, title and interest of any Grantor in, to and under any Partnership Agreement or LLC Agreement to which it is a party.

          “Required Secured Parties” means, collectively, the Required Lenders (as defined in the Multi-Currency Credit Agreement) and the Required Lenders (as defined in the Term Loan Agreement).

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          “Second Priority Multi-Currency Collateral Liens” has the meaning specified in Section 2.2(b).

          “Second Priority Term Loan Collateral Liens” has the meaning specified in Section 2.2(d).

          “Secured Obligations” means, collectively, the Multi-Currency Secured Obligations, the Term Loan Secured Obligations and the Noteholder Secured Obligations.

          “Secured Parties” shall mean, collectively, the Multi-Currency Lenders, the Issuing Lenders, the Multi-Currency Administrative Agent, the Term Loan Lenders, the Term Loan Administrative Agent, the Collateral Agent, the Noteholders, the Noteholder Representative and any other holder of any Secured Obligation.

          “Securities Account Control Agreement” means, with respect to any securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance reasonably satisfactory to the Designated Administrative Agent, among the Collateral Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Grantor maintaining such account, effective to grant “control” (as defined under the applicable UCC) over such account, entitlement or contract to the Collateral Agent.

          “Securities Act” means the Securities Act of 1933, as amended.

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

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

          “Term Loan Administrative Agent” has the meaning specified in the recitals hereto.

          “Term Loan Collateral” has the meaning specified in Section 2.1(b).

          “Term Loan Documents” means the Loan Documents (as defined in the Term Loan Agreement).

          “Term Loan Secured Obligations” means, collectively, (a) the Term Loan Payment Obligations, (b) the obligations of each Grantor related thereto under the Term Loan Guaranty and the other Term Loan Documents to which it is a party and (c) the Term Loan Eligible Obligations (as defined in the Intercreditor Agreement).

          “Term Loan Secured Party” means the Term Loan Administrative Agent and each holder of any Term Loan Secured Obligations.

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          “Third Priority Multi-Currency Collateral Liens” has the meaning specified in Section 2.2(c).

          “Trademark License” means any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark.

          “Trademarks” means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and, in each case, all goodwill associated therewith, whether now existing or hereafter adopted or acquired, all registrations and recordings thereof and all applications in connection therewith, in each case whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the right to obtain all renewals thereof; provided, that any reference in the Loan Documents to “Trademarks” of the Company shall exclude the Excluded Trademarks.

          “UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Collateral Agent’s and the Secured Parties’ security interests in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

          “Vehicles” means all vehicles covered by a certificate of title law of any state.

          Section 1.2 Certain Other Terms

          (a) In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

          (b) The terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause in this Agreement.

          (c) References herein to an Annex, Schedule, Article, Section, subsection or clause refer to the appropriate Annex or Schedule to, or Article, Section, subsection or clause in this Agreement.

          (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

          (e) Where the context requires, provisions relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or any relevant part thereof.

          (f) Any reference in this Agreement to a Loan Document or Noteholder Document shall include all appendices, exhibits and schedules thereto, and, unless specifically

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stated otherwise all amendments, restatements, supplements or other modifications thereto, and as the same may be in effect at any time such reference becomes operative.

          (g) The term “including” means “including without limitation,” except when used in the computation of time periods.

          (h) The term “promptly” shall mean within three Business Days unless otherwise determined in the reasonable discretion of the Collateral Agent.

          (i) The terms “Lender,” “Multi-Currency Lender,” “Issuing Lender,” “Term Lender,” “Collateral Agent” and “Secured Party” include their respective permitted successors and assigns.

          (j) References in this Agreement to any statute shall be to such statute as amended or modified and in effect from time to time.

          (k) Any reference in this Agreement to “the Credit Agreements and the Indenture” or “the Credit Agreements or the Indenture” or to a specific provision of a Credit Agreement or the Indenture shall be deemed to refer to the applicable Credit Agreement, Indenture or provision only so long as such agreement has not been terminated (or, in the case of the Indenture, a legal defeasance or covenant defeasance has been effected under the Indenture or the Indenture has been discharged in accordance with its terms) without a refinancing, restructuring, renewal, extension, refunding or replacement thereof. In addition, to the extent that any provision in this Agreement refers to an action or condition that is “permitted by the Credit Agreements and the Indenture” or “subject to the Credit Agreements and the Indenture” or words of similar import, any such action or condition that is not in compliance with an applicable provision of any Credit Agreement but is in compliance with the Indenture shall not be deemed to give rise to a “Default” or “Event of Default” under and as defined in the Indenture.

     ARTICLE II Grant of Security Interest

          Section 2.1 Collateral

          (a) For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor (other than Revlon) or in which such Grantor now has or at any time in the future may acquire any right, title or interest is collectively referred to as the “Multi-Currency Collateral”:

     (i) all Accounts;

     (ii) all Chattel Paper;

     (iii) all Deposit Accounts;

     (iv) all Equipment;

     (v) all Fixtures;

     (vi) all Instruments;

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     (vii) all Inventory;

     (viii) all Investment Property (excluding any Stock or Stock Equivalents issued by the Company or any of its Subsidiaries and any certificates representing such Stock or Stock Equivalents);

     (ix) all Letter-of-Credit Rights;

     (x) all Vehicles;

     (xi) all General Intangibles solely to the extent (A) primarily related, and integral, to the development, construction, maintenance, ownership and/or use of, or embedded in, any Real Property, Fixtures, Equipment or Vehicles, including all licenses, permits, certificates, Software and computer programs necessary for the use of such property, or (B) derived or arising from, or giving rise to, any Real Property or any other property described in this Section 2.1(a), including all Leases, Payment Intangibles, Supporting Obligations, all know-how, warranties, guarantees, endorsements, indemnifications and insurance policies to the extent covering such property and all other rights and claims pertaining to such property (but, in the case of this clause (B), excluding all Intellectual Property);

     (xii) all Documents pertaining to the other property described in this Section 2.1(a);

     (xiii) all books and records pertaining to the other property described in this Section 2.1(a);

     (xiv) all property of the type described in this Section 2.1(a) of any Grantor held by the Collateral Agent or any other Secured Party, including all such property of every description, in the possession or custody of or in transit to the Collateral Agent or such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power; and

     (xv) to the extent not otherwise included, all Proceeds of any or all of the foregoing;

provided, however, that “Multi-Currency Collateral” shall not include any Excluded Property; and provided, further, that if any Excluded Property would have otherwise constituted Multi-Currency Collateral, when such property shall cease to be Excluded Property, such property shall be deemed at all times from and after the date hereof to constitute Multi-Currency Collateral.

          (b) For the purposes of this Agreement, except to the extent specified in Section 2.1(a) as “Multi-Currency Collateral”, all of the following property now owned or at any time hereafter acquired by a Grantor (other than Revlon) or in which such Grantor now has or at any time in the future may acquire any right, title or interests, together with the Parent Collateral (as defined below), are collectively referred to as the “Term Loan Collateral”:

     (i) all Intellectual Property, except to the extent specified in Section 2.1(a) as “Multi-Currency Collateral”;

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     (ii) all other General Intangibles, except to the extent specified in Section 2.1(a) as “Multi-Currency Collateral”;

     (iii) all Stock or Stock Equivalents issued by any Subsidiaries of the Company and any certificates representing such Stock or Stock Equivalents;

     (iv) the Commercial Tort Claims described on Schedule 7 (Commercial Tort Claims) and on any supplement thereto received by the Collateral Agent pursuant to Section 4.11 (Notice of Commercial Tort Claims);

     (v) all property of the type described in this Section 2.1(b) of any Grantor held by the Collateral Agent or any other Secured Party, including all such property of every description, in the possession or custody of or in transit to the Collateral Agent or such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power;

     (vi) all Documents pertaining to the other property described in this Section 2.1(b);

     (vii) all books and records pertaining to the other property described in this Section 2.1(b);

     (viii) all other Goods and personal property of such Grantor, whether tangible or intangible and wherever located; and

     (ix) to the extent not otherwise included, all Proceeds of any or all of the foregoing;

provided, however, that “Term Loan Collateral” shall not include any Excluded Property; and provided, further, that if any Excluded Property would have otherwise constituted Term Loan Collateral, when such property shall cease to be Excluded Property, such property shall be deemed at all times from and after the date hereof to constitute Term Loan Collateral.

          (c) For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by Revlon or in which Revlon now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “Parent Collateral”:

     (i) all of the Stock or Stock Equivalents of any direct Subsidiary of Revlon (the “Parent Pledged Stock”);

     (ii) all additional shares of Stock or Stock Equivalents of any issuer of Pledged Stock acquired from time to time by Revlon in any manner and all shares of any Person who, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary of Revlon;

     (iii) the certificates representing the shares referred to in clauses (i) and (ii) above; and

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     (iv) all dividends, cash, interest, instruments and other property or Proceeds, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

          Section 2.2 Grants of Security Interest in Collateral

          (a) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Multi-Currency Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Multi-Currency Secured Parties, and grants to the Collateral Agent for the benefit of the Multi-Currency Secured Parties, a lien on and security interest in, all of its right, title and interest in, to and under the Multi-Currency Collateral of such Grantor; provided, however, that, if and when any property that at any time constituted Excluded Property becomes Multi-Currency Collateral, the Collateral Agent shall have, and at all times from and after the date hereof be deemed to have had, a security interest in such property. The continuing security interest and Lien granted above in this Section 2.2(a) by the Grantors to the Collateral Agent for the benefit of the Multi-Currency Secured Parties are referred to as the “First Priority Multi-Currency Collateral Liens”.

          (b) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Term Loan Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Term Loan Secured Parties, and grants to the Collateral Agent for the benefit of the Term Loan Secured Parties, a lien on and security interest in, all of its right, title and interest in, to and under the Multi-Currency Collateral of such Grantor; provided, however, that, if and when any property that at any time constituted Excluded Property becomes Multi-Currency Collateral, the Collateral Agent shall have, and at all times from and after the date hereof be deemed to have had, a security interest in such property. The continuing security interest and Lien granted above in this Section 2.2(b) by the Grantors to the Collateral Agent for the benefit of the Term Loan Secured Parties are referred to as “Second Priority Multi-Currency Collateral Liens”. The First Priority Multi-Currency Collateral Liens on any or all of the Multi-Currency Collateral shall take priority over the Second Priority Multi-Currency Collateral Liens and the Second Priority Multi-Currency Collateral Liens shall be and are hereby rendered subordinate and inferior in priority to the First Priority Multi-Currency Collateral Liens on such Multi-Currency Collateral.

          (c) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Noteholder Secured Obligations of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Noteholder Secured Parties, and grants to the Collateral Agent for the benefit of the Noteholder Secured Parties, a lien on and security interest in, all of its right, title and interest in, to and under the Multi-Currency Collateral of such Grantor (other than any Other Excluded Assets); provided, however, that, if and when any property that at any time constituted Excluded Property becomes Multi-Currency Collateral (other than any Other Excluded Assets), the Collateral Agent shall have, and at all times from and after the date hereof be deemed to have had, a security interest in such property. The continuing security interest and Lien granted above in this Section 2.2(c) by the Grantors to the Collateral Agent for the benefit of the Noteholder Secured Parties are referred to as “Third Priority Multi-Currency Collateral Liens.” The First Priority Multi-Currency Collateral Liens and the Second Priority Multi-Currency Collateral Liens on any or all of the Multi-Currency Collateral shall take priority over

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the Third Priority Multi-Currency Collateral Liens and the Third Priority Multi-Currency Collateral Liens shall be and are hereby rendered subordinate and inferior in priority to the First Priority Multi-Currency Collateral Liens and the Second Priority Multi-Currency Collateral Liens on such Multi-Currency Collateral.

          (d) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Term Loan Secured Obligations of such Grantor, hereby mortgages, pledges, and hypothecates to the Collateral Agent for the benefit of the Term Loan Secured Parties, and grants to the Collateral Agent for the benefit of the Term Loan Secured Parties, a lien on and security interest in, all of its right, title and interest in, to and under the Term Loan Collateral of such Grantor; provided, however, that, if and when any property that at any time constituted Excluded Property becomes Term Loan Collateral, the Collateral Agent shall have, and at all times from and after the date hereof be deemed to have had, a security interest in such property. The continuing security interest and Lien granted above in this Section 2.2(d) by the Grantors to the Collateral Agent for the benefit of the Term Loan Secured Parties are referred to as “First Priority Term Loan Collateral Liens”.

          (e) Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Multi-Currency Secured Obligations and the Noteholder Secured Obligations of such Grantor, hereby mortgages, pledges, hypothecates and grants to the Collateral Agent for the benefit of the Multi-Currency Secured Parties and the Noteholder Secured Parties, a lien on and security interest in, all of its right, title and interest in, to and under the Term Loan Collateral of such Grantor (other than, in the case of the Noteholder Secured Obligations, any Other Excluded Assets); provided, however, that, if and when any property that at any time constituted Excluded Property becomes Term Loan Collateral, the Collateral Agent shall have, and at all times from and after the date hereof be deemed to have had, a security interest in such property. The continuing security interest and Lien granted above in this Section 2.2(e) by the Grantors to the Collateral Agent for the benefit of the Multi-Currency Secured Parties and the Noteholder Secured Parties are referred to as “Second Priority Term Loan Collateral Liens.” The First Priority Term Loan Collateral Liens on any or all of the Term Loan Collateral shall take priority over the Second Priority Term Loan Collateral Liens and the Second Priority Term Loan Collateral Liens shall be and are hereby rendered subordinate and inferior in priority to the First Priority Term Loan Collateral Liens on such Term Loan Collateral.

          (f) Notwithstanding anything to the contrary contained in this Agreement, the Liens granted above, and the relative priority thereof, shall be as set forth in, and subject to the terms and conditions of, the Intercreditor Agreement.

          Section 2.3 Cash Collateral Account

          The Collateral Agent has established a Deposit Account under its direction at Citibank, N.A., designated as “Citicorp USA, Inc.–Revlon Consumer Products Corporation Collateral Account”. Such Deposit Account shall be a Cash Collateral Account.

     ARTICLE III Representations and Warranties

          To induce (i) the Lenders, the Collateral Agent and the Administrative Agents to enter into the Credit Agreements and (ii) the Noteholder Representative to enter into the

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Indenture and the Noteholders to accept the Notes, each Grantor hereby represents and warrants each of the following to the Collateral Agent for the benefit of the Secured Parties (it being understood that no Grantor makes any representation or warranty to any Noteholder Secured Party with respect to any Other Excluded Asset):

          Section 3.1 Title; No Other Liens

          Except for the Liens granted to the Collateral Agent pursuant to this Agreement and the other Liens permitted to exist on the Collateral under the Credit Agreements and the Indenture, such Grantor (a) is the record and beneficial owner of the Pledged Collateral pledged by it hereunder constituting Instruments or Certificated Securities, (b) is the Entitlement Holder of all such Pledged Collateral constituting Investment Property held in a Securities Account (unless the Collateral Agent has otherwise been declared the Entitlement Holder of such Pledged Collateral) and (c) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien.

          Section 3.2 Perfection and Priority

          The security interests granted pursuant to this Agreement shall constitute valid and continuing perfected security interests in favor of the Collateral Agent in the Collateral for which perfection is governed by the UCC (other than Vehicles) or filing with the United States Copyright Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (ii) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case, properly endorsed for transfer to the Collateral Agent or in blank, and all other Collateral which may be perfected under the UCC only by possession, (iii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor, (v) all appropriate filings having been made with the United States Copyright Office, and (vi) with respect to any Letter of Credit Rights, the consent to the assignment of proceeds of the relevant letter of credit by the issuer or any nominated person in respect thereof, except to the extent that such Letter of Credit Right is a supporting obligation (as defined in the UCC) for any Collateral. With the exception of the subordination of (i) the Second Priority Multi-Currency Collateral Liens to the First Priority Multi-Currency Collateral Liens, (ii) the Second Priority Term Loan Collateral Liens to the First Priority Term Loan Collateral Liens and (iii) the Third Priority Multi-Currency Collateral Liens to the First Priority Multi-Currency Collateral Liens and the Second Priority Multi-Currency Collateral Liens, in each case, pursuant to this Agreement and the Intercreditor Agreement, such security interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreements and the Indenture.

          Section 3.3 Jurisdiction of Organization; Chief Executive Office

          Such Grantor’s jurisdiction of organization, legal name, organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule 1 (Jurisdiction of Organization; Principal Executive Office).

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          Section 3.4 Inventory and Equipment

          On the date hereof, such Grantor’s Inventory and Equipment (other than mobile goods and Inventory or Equipment in transit) are kept at the locations listed on Schedule 4 (Location of Inventory and Equipment).

          Section 3.5 Pledged Collateral

          (a) The Pledged Stock pledged hereunder by such Grantor is listed on Schedule 2 (Pledged Collateral) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 (Pledged Collateral), in each case, as supplemented by a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment) (each a “Pledge Amendment”) from time to time hereunder.

          (b) All of the Pledged Stock (other than Pledged Stock in limited liability companies and partnerships) pledged hereunder by such Grantor has been duly authorized, validly issued and is fully paid and nonassessable (to the extent such concepts are applicable under the laws of the jurisdiction of organization of the issuer thereof).

          (c) Each of the Pledged Stock constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable (to the extent such concepts are applicable to such Pledged Stock under the laws of the jurisdiction of organization of the issuer thereof) in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles, whether considered in a proceeding in equity or at law.

          (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 4.4(a) (Pledged Collateral) and Section 10.11 of the Credit Agreements.

          (e) Except as permitted by the Credit Agreements and the Indenture, all Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account.

          (f) Except as permitted by the Credit Agreements and the Indenture, other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than that represented by Certificated Securities or Instruments in the possession of the Collateral Agent or that consist of Financial Assets held in a Control Account.

          Section 3.6 Accounts

          No amount payable to such Grantor under or in connection with any Account is evidenced by any Instrument or Chattel Paper that has not been delivered to the Collateral Agent, properly endorsed for transfer, to the extent delivery is required by Section 4.4 (Pledged Collateral).

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          Section 3.7 Intellectual Property

          (a) Schedule 5A (Intellectual Property) lists all registered Intellectual Property of such Grantor on the date hereof, separately identifying that owned by such Grantor and that licensed to such Grantor. Schedule 5B (Material Intellectual Property) includes all Material Intellectual Property of such Grantor on the date hereof, separately identifying that owned by such Grantor and that licensed to such Grantor. The Intellectual Property set forth on Schedule 5B (Material Intellectual Property) for such Grantor, as updated pursuant to Section 4.7(g), constitutes all of the Material Intellectual Property as of the date on which such schedule, or update, is delivered to the Collateral Agent.

          (b) All Material Intellectual Property owned by such Grantor is valid, subsisting, unexpired (in the case of any registered Material Intellectual Property) and enforceable, has not been adjudged invalid and has not been abandoned, and, to the knowledge of such Grantor, the use thereof in the business of such Grantor does not infringe, misappropriate, dilute or violate the intellectual property rights of any other Person, except any such infringement, misappropriation, dilution or violation that could not reasonably be expected to adversely affect the net revenues of the Company and its Subsidiaries, taken as a whole, by $5,000,000 or more in the aggregate.

          (c) No holding, decision or judgment has been rendered by any Governmental Authority in a case involving such Grantor that would limit, cancel or question the validity of, or such Grantor’s rights in, any Material Intellectual Property owned by such Grantor.

          (d) There are no judgments or settlements to be paid by such Grantor relating to the Material Intellectual Property in an aggregate amount of $5,000,000 or more and no claims relating to the Material Intellectual Property which could reasonably be expected to adversely affect the net revenues of the Company and its Subsidiaries, taken as a whole, by $5,000,000 or more in the aggregate.

          Section 3.8 Deposit Accounts; Securities Accounts

          The only Deposit Accounts or Securities Accounts maintained by any Grantor on the date hereof are those listed on Schedule 6 (Bank Accounts; Control Accounts), which sets forth such information separately for each Grantor.

          Section 3.9 Commercial Tort Claims

          The only Commercial Tort Claims of any Grantor existing on the date hereof (regardless of whether the amount, defendant or other material facts can be determined and regardless of whether such Commercial Tort Claim has been asserted, threatened or has otherwise been made known to the obligee thereof or whether litigation has been commenced for such claims) are those listed on Schedule 7 (Commercial Tort Claims), which sets forth such information separately for each Grantor.

     ARTICLE IV Covenants

          Each Grantor agrees with the Collateral Agent to the following, until the Multi-Currency Payment Obligations, Term Loan Payment Obligations and Noteholder Payment Obligations have been paid in full and, in each case, unless the Administrative Agents (or the

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Noteholder Representative, once the Multi-Currency Payment Obligations and the Term Loan Payment Obligations have been paid in full) otherwise consent in writing (it being understood that no Grantor makes any such agreement with the Collateral Agent, in its capacity as Collateral Agent for the Noteholder Secured Parties, with respect to any Other Excluded Asset):

          Section 4.1 Generally

          Such Grantor shall (a) except for the security interests created by this Agreement, not create or suffer to exist any Lien upon or with respect to any Collateral, except Liens permitted under Section 11.3 (Limitation on Liens) of the Credit Agreements and the Indenture, (b) not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement, any other Loan Document or Noteholder Document, any Requirement of Law or any policy of insurance covering the Collateral, (c) not sell, transfer or assign (by operation of law or otherwise) any Collateral except as permitted under the Credit Agreements and the Indenture, (d) not enter into any agreement or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, assign or transfer any Collateral except as permitted under the Credit Agreements and the Indenture, and (e) promptly notify the Collateral Agent of its entry into any agreement or assumption of undertaking that restricts the ability to sell, assign or transfer any Collateral regardless of whether or not it has a Material Adverse Effect.

          Section 4.2 Maintenance of Perfected Security Interest; Further Documentation

          (a) Except as permitted by the Credit Agreements and the Indenture, such Grantor shall maintain the security interests created by this Agreement as perfected security interests having at least the priorities described in Section 2.2 (Grants of Security Interest in Collateral) and Section 3.2 (Perfection and Priority) and shall defend such security interests and the applicable priorities of such security interests against the claims and demands of all Persons.

          (b) Such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and scope reasonably satisfactory to the Collateral Agent.

          (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further action as the Collateral Agent may request (at the direction of any Administrative Agent in its sole discretion exercised reasonably and in accordance with customary business practices for comparable loan transactions) for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statement under the UCC (or other similar laws) in effect in any jurisdiction within the United States, United Kingdom, Bermuda or such other jurisdiction to the extent such jurisdiction is, directly or indirectly, one of the top five net revenue generating markets of the Company and its Subsidiaries, with respect to the security interests created hereby and the execution and delivery of Deposit Account Control Agreements and Securities Account Control Agreements.

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          Section 4.3 Changes in Locations, Name, Etc.

          (a) Except upon 15 days’ prior written notice to the Collateral Agent (or such other notice satisfactory to the Collateral Agent) and delivery to the Collateral Agent of (i) all additional financing statements and other documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein and (ii) if applicable, a written supplement to Schedule 4 (Location of Inventory and Equipment) showing (A) any additional locations at which Inventory or Equipment shall be kept or (B) any changes in any location where Inventory or Equipment shall be kept that would require the Collateral Agent to take any action to maintain a perfected security interest in such Collateral, such Grantor shall not do any of the following:

     (i) permit any Inventory or Equipment to be kept at a location other than those listed on Schedule 4 (Location of Inventory and Equipment), except for Inventory or Equipment in transit or Inventory and Equipment with an aggregate value of less than $5,000,000;

     (ii) change its jurisdiction of organization or its location, in each case from that referred to in Section 3.3 (Jurisdiction of Organization; Chief Executive Office); or

     (iii) change its legal name or any trade name used to identify it in the conduct of its business or ownership of its properties or organizational identification number, if any, or corporation, limited liability company or other organizational structure to such an extent that any financing statement filed in connection with this Agreement would become misleading.

          (b) Such Grantor shall keep and maintain at its own cost and expense records of the Collateral, including a record of payments received and credits granted with respect to the Collateral and such other dealings with the Collateral, in form and substance reasonably satisfactory to the Collateral Agent.

          Section 4.4 Pledged Collateral

          (a) Such Grantor shall (i) deliver to the Collateral Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral, but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.6), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment in the form of Annex 1 (Form of Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Collateral Agent and (ii) except as permitted by the Credit Agreements and the Indenture, maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement. For the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, the Collateral Agent shall have the right in its reasonable discretion, at any time (i) upon request and if the Company fails to comply with such request, to the extent necessary or appropriate to perfect the security

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interests contemplated herein, and (ii) during an Event of Default under any Credit Agreement or the Indenture, without notice to the Grantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

          (b) Except as provided in Article V (Remedial Provisions), such Grantor shall be entitled to receive all cash dividends, distributions, principal and interest paid in respect of the Pledged Collateral (other than liquidating or distributing dividends) with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the liquidation or dissolution of any issuer of any Pledged Collateral, any distribution of capital made on or in respect of any Pledged Collateral or any property distributed upon or with respect to any Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof shall, unless otherwise (i) subject to a perfected security interest (with the priorities contemplated herein) in favor of the Collateral Agent or (ii) applied in accordance with the Credit Agreements and the Indenture, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Collateral Agent, segregated from other funds of such Grantor, as additional security for the Secured Obligations.

          (c) Except as provided in Article V (Remedial Provisions), such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would impair the Collateral (except to the extent permitted under the Credit Agreements and the Indenture), be inconsistent with or result in any violation of any provision of the Credit Agreements or the Indenture, this Agreement or any other Loan Document or Noteholder Document or, without prior notice to the Collateral Agent, enable or permit any issuer of Pledged Collateral controlled by the Company to issue any Stock or other equity Securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock or other equity Securities of any nature of any issuer of Pledged Collateral.

          (d) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Investment Property of such Grantor to any Person other than the Collateral Agent, except to the extent permitted under the Credit Agreements and the Indenture.

          (e) In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall comply with such terms insofar as such terms are applicable to it. In the case of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, such Grantor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 5.3 (Pledged Collateral)), and (ii) the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Stock in such Person and, to the extent required in Section 4.4(a), to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a holder of such Pledged Stock with all the rights, powers and duties of other holders of Pledged

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Stock of the same class and, if the Grantor having pledged such Pledged Stock hereunder had any right, power or duty at the time of such pledge or at the time of such substitution beyond that of such other holders, with all such additional rights, powers and duties. Such Grantor agrees to execute and deliver to the Collateral Agent such certificates, agreements and other documents as may be necessary, in the reasonable judgment of the Company or the Collateral Agent, to evidence, formalize or otherwise give effect to the consents given in this clause (e).

          (f) Such Grantor shall not, without the consent of the Collateral Agent, agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of the Collateral Agent in the Pledged Collateral pledged by such Grantor hereunder, including any amendment electing to treat any membership interest or partnership interest that is part of the Pledged Collateral as a “security” under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

          Section 4.5 Accounts

          Unless the Controlling Agent with respect to the Multi-Currency Collateral shall otherwise consent, such Grantor shall not, other than in the ordinary course of business consistent with its past practice, (i) grant any extension of the time of payment of any Account, (ii) compromise or settle any Account for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Account, (iv) allow any credit or discount on any Account or (v) amend, supplement or modify any Account in any manner that could reasonably be expected to adversely affect the value thereof.

          Section 4.6 Delivery of Instruments and Chattel Paper

          If any amount in excess of $2,000,000 payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an Instrument or Chattel Paper, such Grantor shall promptly deliver such Instrument or Chattel Paper to the Collateral Agent, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, or, if consented to by the Collateral Agent, shall mark all such Instruments and Chattel Paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Citicorp USA, Inc., as Collateral Agent for the benefit of the Secured Parties”.

          Section 4.7 Intellectual Property

          (a) Such Grantor (either itself or through licensees) shall (i) continue to use each Trademark that is Material Intellectual Property in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (ii) maintain consistent with past practice the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends, in each case, as required by applicable Requirements of Law, (iv) not adopt or use any mark that is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent shall obtain perfected security interests in such mark pursuant to this Agreement and (v) not (and not permit any licensee or sublicensee thereof to) do any other act or knowingly omit to do any act whereby such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way.

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          (b) Such Grantor (either itself or through licensees) shall not do any act, or omit to do any act, whereby any Patent that is Material Intellectual Property may become forfeited, abandoned or dedicated to the public.

          (c) Such Grantor (either itself or through licensees) (i) shall not (and shall not permit any licensee or sublicensee thereof to) do any act or omit to do any act whereby any portion of the Copyrights that is Material Intellectual Property may become invalidated or otherwise impaired and (ii) shall not (either itself or through licensees) do any act whereby any portion of the Copyrights that is Material Intellectual Property may fall into the public domain.

          (d) Such Grantor (either itself or through licensees) shall not do any act, or omit to do any act, which would substantially increase the risk of any trade secret that is Material Intellectual Property becoming publicly available or otherwise unprotectable; provided, however, that execution and delivery of any agreement related to such trade secret subject to customary and reasonable confidentiality provisions shall not constitute a breach of this clause (d).

          (e) Such Grantor (either itself or through licensees) shall not do any act that knowingly uses any Material Intellectual Property to infringe, misappropriate, or violate any valid intellectual property right of any other Person.

          (f) Such Grantor shall notify the Collateral Agent promptly if it knows, after due inquiry, that (i) any application or registration relating to any Material Intellectual Property is likely to become forfeited, abandoned or dedicated to the public, or of any adverse determination or development related to such application or registration (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or the United States Copyright Office or any court or tribunal in any country, but excluding any ordinary course office actions) regarding such Grantor’s ownership of, right to use, interest in, or the validity of, any Material Intellectual Property owned by such Grantor or such Grantor’s right to register the same or to own and maintain the same or (ii) any action or proceeding seeking to limit, cancel or question the validity of any Material Intellectual Property owned by such Grantor or such Grantor’s ownership interest therein is pending or, to the knowledge of such Grantor, threatened.

          (g) The Grantors shall deliver to the Administrative Agents, the Noteholder Representative and the Collateral Agent, by each January 31st and July 31st of each year following the date hereof, commencing January 31, 2010 (or, if the Controlling Agent with respect to the Term Loan Collateral reasonably so requests in writing, more often; provided, however, that, except during such time as a Default or Event of Default under any Credit Agreement or the Indenture has occurred and is continuing, such Controlling Agent shall not so request more frequently than monthly), an update of Schedule 5B (Material Intellectual Property), listing all of the Material Intellectual Property of the Company and its Subsidiaries as of such date and any licensing or franchise agreement with respect thereto pursuant to which such Grantor is the licensor or franchisor.

          (h) Such Grantor shall take all reasonable actions necessary or requested by the Collateral Agent, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of any Copyright, Trademark, Patent or Internet domain name that is Material Intellectual Property,

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including filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition and interference and cancellation proceedings.

          (i) In the event that any Material Intellectual Property is or has been infringed upon or misappropriated or diluted by a third party, which event could reasonably be expected to adversely affect the net revenues of the Company and its Subsidiaries, taken as a whole, by more than $5,000,000 in the aggregate, such Grantor shall notify the Collateral Agent promptly after such Grantor learns thereof. Such Grantor shall take appropriate action in its reasonable judgment in response to such infringement, misappropriation or dilution, including promptly bringing suit for infringement, misappropriation or dilution and to recover all damages for such infringement, misappropriation or dilution, and shall take such other actions as may be appropriate in its reasonable judgment under the circumstances to protect such Material Intellectual Property.

          (j) At such times required by Section 10.14 of the Credit Agreements and Section 4.16 of the Indenture, such Grantor shall execute and deliver to the Collateral Agent for filing in (i) the United States Copyright Office a short-form copyright security agreement in the form attached hereto as Annex 3 (Form of Short Form Intellectual Property Security Agreement), (ii) in the United States Patent and Trademark Office and with the Secretary of State of all appropriate States of the United States a short-form trademark security agreement in the form attached hereto as Annex 3 (Form of Short Form Intellectual Property Security Agreement), and (iii) the United States Patent and Trademark Office a short-form patent security agreement in form attached hereto as Annex 3 (Form of Short Form Intellectual Property Security Agreement).

          (k) Notwithstanding anything to the contrary in this Section 4.7, (i) the Grantor shall have the right to license its Patents and Trademarks in accordance with Section 10.14(d) of the Credit Agreements and the Indenture and (ii) no Grantor shall be prohibited from causing or permitting the expiration, abandonment or invalidation of any of the Intellectual Property (other than Material Intellectual Property) or failing to renew, abandoning or permitting to expire any applications or registrations for any of the Intellectual Property (other than Material Intellectual Property), if, in such Grantor’s reasonable good faith judgment, there is a reasonable and valid business reason for taking or omitting to take such action.

          Section 4.8 Vehicles

          Upon the reasonable request of the Collateral Agent, within 30 days after the date of such request and, with respect to any Vehicle acquired by such Grantor subsequent to the date of any such request (until such request is withdrawn by the Collateral Agent), within 30 days after the date of acquisition thereof, such Grantor shall file all applications for certificates of title or ownership indicating the Collateral Agent’s first, second and third priority security interests in the Vehicle covered by such certificate and any other necessary documentation, in each office in each jurisdiction that the Collateral Agent shall deem advisable to perfect its security interests in the Vehicles.

          Section 4.9 Payment of Multi-Currency Payment Obligations and Term Loan Payment Obligations

          Except as permitted by Section 10.3 or Section 11.3 of the Credit Agreements and Section 4.05 of the Indenture, such Grantor shall pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and

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governmental charges or levies (other than maintenance payments for Patents, to the extent that such Grantor is permitted to abandon such Patent in accordance with the terms of the Loan Documents and Noteholder Documents) imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including claims for labor, materials and supplies) against or with respect to the Collateral, except that no such tax, assessment, levy, claim or charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein.

          Section 4.10 Insurance

          Such Grantor shall (i) maintain, and cause to be maintained for each of its Subsidiaries, insurance in accordance with Section 10.5 of the Credit Agreements and any applicable provisions of the Indenture Documents and (ii) cause all such insurance maintained for such Grantor to name the Collateral Agent on behalf of the Secured Parties as additional insured or loss payee, as appropriate, and to provide that no cancellation, material addition in amount or material change in coverage shall be effective until after 30 days’ written notice thereof to the Collateral Agent (or such shorter period as acceptable to the Collateral Agent).

          Section 4.11 Notice of Commercial Tort Claims

          Such Grantor agrees that, if it shall acquire any interest in any Commercial Tort Claim (whether from another Person or because such Commercial Tort Claim shall have come into existence) in excess of $2,500,000, (i) such Grantor shall, promptly upon such acquisition, deliver to the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, a notice of the existence and nature of such Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort Claims) containing a specific description of such Commercial Tort Claim, (ii) the provision of Section 2.1 (Collateral) shall apply to such Commercial Tort Claim and (iii) such Grantor shall execute and deliver to the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, any certificate, agreement and other document, and take all other action, deemed by the Collateral Agent to be reasonably necessary or appropriate for the Collateral Agent to obtain, on behalf of the Term Loan Secured Parties, a first-priority, perfected security interest in all such Commercial Tort Claims, and on behalf of the Multi-Currency Secured Parties and the Noteholder Secured Parties, a second-priority, perfected security interest in all such Commercial Tort Claims. Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant to this Section 4.11 (Notice of Commercial Tort Claims) shall, after the receipt thereof by the Collateral Agent, become part of Schedule 7 (Commercial Tort Claims) for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

     ARTICLE V Remedial Provisions

          Section 5.1 Code and Other Remedies

          During the continuance of an Event of Default under any Credit Agreement or the Indenture, the Collateral Agent may in accordance with the terms of the Intercreditor Agreement exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable

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law. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Subject to the terms of the Intercreditor Agreement, the Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places that the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Intercreditor Agreement shall prescribe, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

          Section 5.2 Accounts and Payments in Respect of General Intangibles

          (a) In addition to, and not in substitution for, any similar requirement in the Credit Agreements or the Indenture, if required by the Collateral Agent at any time during the continuance of an Event of Default under any Credit Agreement or the Indenture, any payment of Accounts or payment in respect of General Intangibles, when collected by any Grantor, shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent, in an Approved Deposit Account or a Cash Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 5.4 (Proceeds to be Turned Over To Collateral Agent). Until so turned over, such payment shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

          (b) At the Collateral Agent’s request, during the continuance of an Event of Default under any Credit Agreement or the Indenture, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and

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transactions that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.

          (c) Subject to the terms of the Credit Agreements and the Indenture, the Collateral Agent may, without notice, at any time during the continuance of an Event of Default under any Credit Agreement or the Indenture, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.

          (d) The Collateral Agent in its own name or in the name of others may at any time during the continuance of an Event of Default under any Credit Agreement or the Indenture communicate with Account Debtors to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.

          (e) Upon the request of the Collateral Agent at any time during the continuance of an Event of Default under any Credit Agreement or the Indenture, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent. In addition, the Collateral Agent may at any time during the continuance of an Event of Default under any Credit Agreement or the Indenture enforce such Grantor’s rights against such Account Debtors and obligors of General Intangibles.

          (f) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Collateral Agent nor any other Secured Party of any payment relating thereto, nor shall the Collateral Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

          Section 5.3 Pledged Collateral

          (a) Subject to the terms of the Intercreditor Agreement and during the continuance of an Event of Default under any Credit Agreement or the Indenture, upon notice by the Collateral Agent to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Intercreditor Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation,

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reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

          (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) only during the continuance of an Event of Default under any Credit Agreement or the Indenture and which proxy shall only terminate upon the earlier to occur of (x) the termination of such Event of Default and (y) the payment in full of the applicable Secured Obligations.

          (c) Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default under any Credit Agreement or the Indenture has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent.

          Section 5.4 Proceeds to be Turned Over To Collateral Agent

          All Proceeds received by the Collateral Agent under this Section 5 in cash or Cash Equivalents shall be held by the Collateral Agent in a Cash Collateral Account. All such Proceeds while held by the Collateral Agent in a Cash Collateral Account (or by such Grantor in trust for the Collateral Agent) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the Intercreditor Agreement.

          Section 5.5 Registration Rights

          (a) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise or may determine that a public sale is impracticable or not commercially reasonable and, accordingly, may resort to one or more

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private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so.

          (b) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Collateral pursuant to this Section 5.5 valid and binding and in compliance with all other applicable Requirements of Law. Each Grantor further agrees that a breach of any covenant contained in this Section 5.5 will cause irreparable injury to the Collateral Agent and other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 5.5 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under any Credit Agreement or the Indenture or that the applicable Secured Obligations have been paid in full.

          Section 5.6 Deficiency

          Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorney employed by the Collateral Agent or any other Secured Party to collect such deficiency in accordance with Section 14.5 of the Credit Agreements and Section 7.07 of the Indenture.

          Section 5.7 Grant of License to Use Intellectual Property

          (a) Each Grantor hereby grants to the Collateral Agent, solely to the extent necessary to enable the Collateral Agent to exercise the rights and remedies under this Agreement and the other Security Documents, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to, during the continuance of an Event of Default under any Credit Agreement or the Indenture, use, license or sublicense any Collateral consisting of Intellectual Property, now owned or hereafter acquired by such Grantor and wherever the same may be located, which license shall include reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. Each of the parties hereto acknowledges and agrees that (i) any security interest granted to the Collateral Agent or any other Secured Party hereunder or any other Security Document on any Intellectual Property of any Grantor, and the exercise of any rights and remedies (including any sale, transfer or disposal) by the Collateral Agent related thereto, shall be subject to the license granted in the foregoing sentence at all times and (ii) the Collateral Agent may exercise such license for the benefit of any Secured Party (including the Multi-Currency Secured Parties with respect to the sale, transfer or disposal of any Multi-Currency Collateral), regardless of the priority of Liens on any Collateral granted to such Secured Party, in accordance with the Intercreditor Agreement.

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          (b) Notwithstanding any other provision contained in this Agreement, any security interest granted hereunder in any Collateral consisting of Intellectual Property shall be subject to the license granted under the preceding paragraph (a), as such license may be exercised for the benefit of the Secured Parties holding such license, and any sale or transfer of such Collateral consisting of Intellectual Property upon any exercise of remedies under this Agreement shall be made expressly subject to such license.

     ARTICLE VI The Collateral Agent

          Section 6.1 Collateral Agent’s Appointment as Attorney-in-Fact

          (a) Subject to the last sentence of this Section 6.1(a), each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following:

     (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;

     (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent’s security interests in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;

     (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repair or pay any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);

     (iv) execute, in connection with any sale provided for in Section 5.1 (Code and Other Remedies) or 5.5 (Registration Rights), any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; or

     (v) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral,

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(D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this clause (a) to the contrary notwithstanding, the Collateral Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default under any Credit Agreement or the Indenture shall be continuing.

          (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

          (c) The reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Revolving Loans that are Alternate Base Rate Loans under the Multi-Currency Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent on demand.

          (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

          Section 6.2 Duty of Collateral Agent

          The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to any Collateral. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the

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other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

          Section 6.3 Authorization of Financing Statements

          Each Grantor authorizes the Collateral Agent (and, to the extent authorized by the Collateral Agent, its Affiliates, counsel and other representatives), at any time and from time to time, to file or record financing statements, amendments to financing statements, and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement under the laws of any jurisdiction of the United States, and such financing statements and amendments may described the Collateral covered thereby as “all assets of the debtor”, “all personal property of the debtor” or words of similar effect. Each Grantor hereby also authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from time to time, to file continuation statements with respect to previously filed financing statements. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

          Section 6.4 Authority of Collateral Agent

          Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Intercreditor Agreement, the Credit Agreements or the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Collateral Agent and the other Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. To the extent that the Intercreditor Agreement conflicts with any other Loan Document or other Noteholder Document with regard to the authority of the Collateral Agent, the Intercreditor Agreement shall control.

     ARTICLE VII Miscellaneous

          Section 7.1 Amendments in Writing

          None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified unless the same (i) shall be in writing signed by each Grantor, the Collateral Agent and each Administrative Agent and the Noteholder Representative and (ii) shall have been approved by the Required Secured Parties pursuant to Section 14.1 of each Credit Agreement and the Noteholder Representative or the Required Holders (as defined in the Noteholder Documents to the extent required pursuant to Article 9 of the Indenture; provided, however, that, in the case of clauses (i) and (ii) above, any such amendment, supplement, modification or waiver shall not require the approval, consent or signature of the Noteholder Representative or any Noteholder if the Company shall have delivered to the Collateral Agent and

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each Administrative Agent a certificate of a Responsible Officer of the Company that such amendment, supplement, modification or waiver does not adversely affect the Noteholders or is otherwise permitted by the Indenture without any such approval, consent or signature; provided, further, that this Agreement may be supplemented in accordance with the terms of this Agreement (but no existing provisions may be modified and no Collateral may be released) through Pledge Amendments and Joinder Agreements, in substantially the form of Annex 1(Form of Pledge Amendment) and Annex 2 (Form of Joinder Agreement) respectively, in each case duly executed by the Collateral Agent and each Grantor directly affected thereby in accordance with Section 10.11 (Additional Stock Pledges) or Section 10.12 (Additional Collateral) of the Credit Agreements or Section 4.14 or Section 4.16 of the Indenture.

          Section 7.2 Notices

          All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 14.2 (Notices) of the Credit Agreements or Section 13.02 of the Indenture; provided, however, that any such notice, request or demand to or upon any Grantor shall be addressed to the Company’s notice address set forth in such Section 14.2 (Notices) or Section 13.02 of the Indenture.

          Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies

          Neither the Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 7.1 (Amendments in Writing)), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default under any Credit Agreement or the Indenture. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or such other Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

          Section 7.4 Amendment and Restatement; Effectiveness

          (a) [Intentionally Omitted].

          (b) On the date hereof, the Existing Pledge and Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Pledge and Security Agreement shall thereafter be of no further force and effect except to evidence the Liens granted thereunder and the incurrence by the Grantors of obligations thereunder (whether or not such obligations are contingent as of the date hereof). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Agreement or evidence payment or performance of all or any portion of such obligations and liabilities.

          (c) The terms and conditions of this Agreement and the Agents’, the Noteholders’ and the Lenders’ rights and remedies under this Agreement and the other Loan

33

Documents or Noteholder Documents shall apply to (i) all of the Multi-Currency Payment Obligations and all obligations of the Grantors incurred under the Multi-Currency Loan Documents, (ii) all of the Term Loan Payment Obligations and all obligations of the Grantors incurred under the Term Loan Documents and (iii) all of the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder Documents.

          (d) Each Grantor hereby reaffirms the Liens granted pursuant to the Multi-Currency Loan Documents to Collateral Agent for the benefit of the Multi-Currency Secured Parties, which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations.

          (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations.

          (f) On and after the date hereof, (i) all references to the Existing Pledge and Security Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the date hereof, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security Agreement, as amended and restated hereby.

          (g) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement or any other Loan Document.

          Section 7.5 Successors and Assigns

          This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Collateral Agent and each other Secured Party and their successors and assigns; provided, however, that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent.

          Section 7.6 Counterparts

          This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart.

34

          Section 7.7 Severability

          Any provision of this Agreement that 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.

          Section 7.8 Section Headings

          The Article and Section titles contained in this Agreement are, and shall be, without substantive meaning or content of any kind whatsoever and are not part of the agreement of the parties hereto.

          Section 7.9 Entire Agreement

          This Agreement together with the other Loan Documents and other Noteholder Documents represents the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

          Section 7.10 Governing Law

          This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

          Section 7.11 Additional Grantors

          If, pursuant to Section 10.10 (Additional Guaranties) of the Credit Agreements and Section 4.14 or 4.16 of the Indenture, the Company shall be required to cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to the Collateral Agent a Joinder Agreement substantially in the form of Annex 2 (Form of Joinder Agreement) and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the date hereof.

          Section 7.12 Release of Collateral

          (a) At the time provided in Section 9.1(a) of the Intercreditor Agreement, the Collateral shall be released from the Liens created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor any Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

          (b) If the Collateral Agent shall be directed or permitted pursuant to Section 9.1 or 9.2 of the Intercreditor Agreement to release any Lien created hereby upon any Collateral (including any Collateral sold or disposed of by any Grantor in a transaction permitted by the Credit Agreements), such Collateral shall be released from the Lien created hereby to the

35

extent provided under, and subject to the terms and conditions set forth in, Section 9.1 or 9.2 of the Intercreditor Agreement (and, upon such release, shall no longer constitute “Collateral” under the Loan Documents and Noteholder Documents). In connection therewith, the Collateral Agent, at the request and sole expense of the Company, shall execute and deliver to the Company all releases or other documents, including, without limitation, UCC termination statements, reasonably necessary or desirable for the release of the Lien created hereby on such Collateral. At the request and sole expense of the Company, a Grantor (and its Subsidiaries) shall be released from its obligations hereunder and the Lien granted by such Grantor (and its Subsidiaries) on the Collateral pursuant to this Agreement shall be released in the event that all the capital stock of such Grantor shall be sold or disposed to the extent permitted by the Credit Agreements and the Indenture; provided, however, that the Company shall have delivered to the Collateral Agent, at least ten Business Days (or such shorter period reasonably acceptable to the Collateral Agent) prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Company in form and substance reasonably satisfactory to the Collateral Agent stating that such transaction is in compliance with the Credit Agreements, the Indenture, the other Noteholder Documents and the other Loan Documents.

          Section 7.13 Reinstatement

          Each Grantor further agrees that, if any payment made by any Grantor or other Person and applied to the Multi-Currency Payment Obligations, the Term Loan Payment Obligations or the Noteholder Payment Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of Collateral are required to be returned by any Secured Party to such Grantor, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto the Lien granted hereby or other Collateral securing such liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), such Lien or other Collateral shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect any Lien or other Collateral securing the obligations of any Grantor in respect of the amount of such payment.

[Signature Pages Follow]

36

          In witness whereof, each of the undersigned has caused this Amended and Restated Pledge and Security Agreement to be duly executed and delivered as of the date first above written.

Revlon Consumer Products Corporation, as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Senior Vice President, Deputy General Counsel and Secretary
Revlon, Inc., as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Senior Vice President, Deputy General Counsel and Secretary
Almay, Inc., as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Charles of the Ritz Group Ltd., as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Charles Revson Inc., as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary

[Signature Page to Second Amended and Restated Pledge and Security Agreement]

Cosmetics & More Inc., as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
North America Revsale Inc., as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
PPI Two Corporation, as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon Consumer Corp., as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon Development Corp., as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon Government Sales, Inc., as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon International Corporation, as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary

[Signature Page to Second Amended and Restated Pledge and Security Agreement]

Revlon Products Corp., as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon Real Estate Corporation, as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
RIROS Corporation, as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
RIROS Group Inc., as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary

[Signature Page to Second Amended and Restated Pledge and Security Agreement]

Accepted and Agreed as of the date first above written:
Citicorp USA, Inc., as Collateral Agent
By:	/s/ Caesar W. Wyzormirski
	Name: Caesar W. Wyszomirski
	Title: Director

[Signature Page to Second Amended and Restated Pledge and Security Agreement]

Annex 1
to
Second Amended and Restated Pledge and Security Agreement

Form of Pledge Amendment

This Pledge Amendment, dated as of                      ___, 20___, is delivered pursuant to Section 4.4(a) (Pledged Collateral) of the Second Amended and Restated Pledge and Security Agreement, dated as of November 23, 2009, by Revlon, Inc., Revlon Consumer Products Corporation (the “Company”), the [undersigned Grantor and the other ]Subsidiaries of the Company from time to time party thereto as Grantors in favor of Citicorp USA, Inc., as collateral agent for itself and the other Secured Parties referred to therein (as amended, restated, supplemented, renewed or otherwise modified from time to time, the “Pledge and Security Agreement”) and the undersigned hereby agrees that this Pledge Amendment may be attached to the Pledge and Security Agreement and that the Pledged Collateral listed on this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Secured Obligations of the undersigned; provided that any Collateral comprised of Other Excluded Assets shall not secure the Noteholder Secured Obligations. Capitalized terms used herein but not defined herein are used herein with the meaning given them in the Pledge and Security Agreement.

[Grantor]
By:
	Name:
	Title:

Pledged Stock
				Number
				of
				Shares,
		Certificate		Units or
Issuer	Class	No(s).	Par Value	Interests

Pledged Debt Instruments
	Description of	Certificate	Final	Principal
Issuer	Debt	No(s).	Maturity	Amount

A1-1

Acknowledged and Agreed as of the date first above written:
Citicorp USA, Inc., as Collateral Agent
By:
	Name:
	Title:

A1-2

Annex 2
to
Second Amended and Restated Pledge and Security Agreement

Form of Joinder Agreement

          This Joinder Agreement, dated as of                      ___, 20___, is delivered pursuant to Section 7.11 (Additional Grantors) of the Second Amended and Restated Pledge and Security Agreement, dated as of November 23, 2009, by Revlon, Inc., Revlon Consumer Products Corporation (the “Company”) and the Subsidiaries of the Company listed on the signature pages thereof in favor of the Citicorp USA, Inc., as collateral agent for the Secured Parties referred to therein (as amended, restated, supplemented, renewed or otherwise modified from time to time, the “Pledge and Security Agreement”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement.

          By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 7.11 (Additional Grantors) of the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as a Grantor thereunder (and expressly assumes all obligations and liabilities of a Grantor thereunder) with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, hereby grants to the Collateral Agent the following security interests:

          (a) as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Multi-Currency Secured Obligations of the undersigned, the undersigned hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Multi-Currency Secured Parties, and grants to the Collateral Agent for the benefit of the Multi-Currency Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Multi-Currency Collateral of the undersigned;

          (b) as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Term Loan Secured Obligations of the undersigned, the undersigned hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Term Loan Secured Parties, and grants to the Collateral Agent for the benefit of the Term Loan Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Multi-Currency Collateral of the undersigned;

          (c) as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Term Loan Secured Obligations of the undersigned, the undersigned hereby mortgages, pledges, and hypothecates to the Collateral Agent for the benefit of the Term Loan Secured Parties, and grants to the Collateral Agent for the benefit of the Term Loan Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Term Loan Collateral of the undersigned;

          (d) as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Multi-Currency Secured Obligations of the undersigned, the undersigned hereby mortgages, pledges, hypothecates and grants to the Collateral Agent for the benefit of the Multi-Currency Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Term Loan Collateral of the undersigned;

A2-1

          (e) as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Noteholder Secured Obligations of the undersigned, the undersigned hereby mortgages, pledges, and hypothecates to the Collateral Agent for the benefit of the Noteholder Secured Parties, and grants to the Collateral Agent for the benefit of the Noteholder Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Term Loan Collateral of the undersigned (other than any Other Excluded Assets); and

          (f) as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Noteholder Secured Obligations of the undersigned, the undersigned hereby mortgages, pledges, hypothecates and grants to the Collateral Agent for the benefit of the Noteholder Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Multi-Currency Collateral of the undersigned (other than any Other Excluded Assets).

          The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 6 to the Pledge and Security Agreement. [By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Pledge and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Secured Obligations of the undersigned.]¹

          The undersigned hereby represents and warrants that each of the representations and warranties contained in Article III (Representations and Warranties) of the Pledge and Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date.

          In witness whereof, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.

[Additional Grantor]
By:
	Name:
	Title:

¹ Insert to pledge Stock of the new Subsidiary without doing a Pledge Amendment.

A2-2

Acknowledged and Agreed as of the date first above written:
[Each Grantor Pledging Additional Collateral]
By:
	Name:
	Title:
Citicorp USA, Inc., as Collateral Agent
By:
	Name:
	Title:

A2-3

Annex 3
to
Second Amended and Restated Pledge and Security Agreement

Form of Short Form Intellectual Property Security Agreement²

          [Copyright] [Patent] [Trademark] Security Agreement, dated as of                      ___, 20___, by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp USA, Inc. (“Citicorp”), as collateral agent for the Secured Parties (as defined in the Credit Agreements and Indenture referred to below) (in such capacity, the “Collateral Agent”).

Witnesseth:

          Whereas, the Company, certain of its subsidiaries, the lenders (the “Multi-Currency Lenders”) and issuing lenders (the “Issuing Lenders”) party thereto, Citicorp, as administrative agent for the Multi-Currency Lenders and Issuing Lenders (the “Multi-Currency Administrative Agent”), and the Collateral Agent, are parties to the Credit Agreement, dated as of July 9, 2004 (as such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Multi-Currency Credit Agreement”);

          Whereas, the Company, the lenders (the “Term Loan Lenders”; together with the Multi-Currency Lenders and the Issuing Lenders, the “Lenders”) party thereto, Citicorp, as administrative agent for the Term Loan Lenders (the “Term Loan Administrative Agent”, and together with the Multi-Currency Administrative Agent, the “Administrative Agents”), the Collateral Agent (together with the Administrative Agents, the “Agents”), and JPMorgan Chase Bank, N.A., as syndication agent, are parties to the Term Loan Agreement, dated as of December 20, 2006 (as such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Term Loan Agreement”, and together with the Multi-Currency Credit Agreement, the “Credit Agreements”);

          Whereas, the Company, certain of its subsidiaries and Revlon, Inc., as guarantors, and U.S. Bank National Association, as trustee (the “Noteholder Representative”), are parties to the Indenture, dated as of November 23, 2009 (as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Indenture”);

          Whereas, all the Grantors are party to a Second Amended and Restated Pledge and Security Agreement, dated as of November 23, 2009, in favor of the Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”)pursuant to which the Grantors are required to execute and deliver this [Copyright] [Patent] [Trademark] Security Agreement;

² Separate short form agreements should be filed relating to each Grantor’s respective copyrights, patents and trademarks.

A3-1

          Now, Therefore, in consideration of the premises and to induce the Lenders, the Administrative Agents and the Collateral Agent to enter into the Credit Agreements and to induce the Noteholder Representative to enter into the Indenture, each Grantor hereby agrees with the Collateral Agent as follows:

          Section 2. Defined Terms

          Unless otherwise defined herein, terms defined in the Credit Agreements or in the Security Agreement and used herein have the meaning given to them in the Credit Agreements or the Security Agreement.

          Section 3. Grant of Security Interest in [Copyright] [Trademark] [Patent] Collateral

          Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations (as defined in the Security Agreement) of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties (as defined in the Security Agreement), and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “[Copyright] [Patent] [Trademark] Collateral”):

          [(a) all of its Copyrights and Copyright Licenses to which it is a party, including, without limitation, those referred to on Schedule I hereto;

          (b) all extensions of the foregoing; and

          (c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present, or future infringement of any Copyright or Copyright licensed under any Copyright License.]

or

          [(a) all of its Patents and Patent Licenses to which it is a party, including, without limitation, those referred to on Schedule I hereto;

          (b) all reissues, continuations or continuations-in-part of the foregoing; and

          (c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future infringement of any Patent or any Patent licensed under any Patent License.]

or

          [(a) all of its Trademarks and Trademark Licenses to which it is a party, including, without limitation, those referred to on Schedule I hereto;

          (b) all goodwill of the business connected with the use of, and symbolized by, each Trademark; and

          (c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present, future (i) infringement or dilution of any Trademark

A3-2

or Trademark licensed under any Trademark License or (ii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License.]

          Section 4. Security Agreement

          The security interests granted pursuant to this [Copyright] [Patent] [Trademark] Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

[Signature Pages Follow]

A3-3

          In witness whereof, each Grantor has caused this [Copyright] [Patent] [Trademark] Security Agreement to be executed and delivered by its duly authorized offer as of the date first set forth above.

[Grantor], as Grantor
By:
	Name:
	Title:

Accepted and Agreed as of the date first above written:
Citicorp USA, Inc., as Collateral Agent
By:
	Name:
	Title:

A3-4

Acknowledgment of Grantor

State of	)
	)	ss.
County of	)

     On this ___ day of                      ___, 20___ before me personally appeared                                         , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of                     , who being by me duly sworn did depose and say that he is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he acknowledged said instrument to be the free act and deed of said corporation.

Notary Public

A3-5

Schedule I
to
[Copyright] [Patent] [Trademark] Security Agreement

[Copyright] [Patent] [Trademark] Registrations

[A.	REGISTERED COPYRIGHTS
	[Include Copyright Registration Number and Date]
B.	COPYRIGHT APPLICATIONS
C.	COPYRIGHT LICENSES]
[A.	REGISTERED PATENTS
B.	PATENT APPLICATIONS
C.	PATENT LICENSES]
[A.	REGISTERED TRADEMARKS
B.	TRADEMARK APPLICATIONS
C.	TRADEMARK LICENSES]

[Include complete legal description of agreement (name of agreement, parties and date)]

A3-6

EX-4.12

Exhibit 4.12

          Second Amended and Restated Copyright Security Agreement, dated as of November 23, 2009 (“Copyright Security Agreement”), by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp USA, Inc. (“Citicorp”), as collateral agent for the Secured Parties (as defined in the Credit Agreements and Indenture referred to below) (in such capacity, the “Collateral Agent”).

Witnesseth:

          Whereas, the Company, certain of its subsidiaries, the lenders (the “Multi-Currency Lenders”) and issuing lenders (the “Issuing Lenders”) party thereto, Citicorp, as administrative agent for the Multi-Currency Lenders and Issuing Lenders (the “Multi-Currency Administrative Agent”), and the Collateral Agent, are parties to the Credit Agreement, dated as of July 9, 2004 (as such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Multi-Currency Credit Agreement”);

          Whereas, the Company, the lenders (the “Term Loan Lenders”; together with the Multi-Currency Lenders and the Issuing Lenders, the “Lenders”) party thereto, Citicorp, as administrative agent for the Term Loan Lenders (the “Term Loan Administrative Agent”, and together with the Multi-Currency Administrative Agent, the “Administrative Agents”), the Collateral Agent (together with the Administrative Agents, the “Agents”), and JPMorgan Chase Bank, N.A., as syndication agent, are parties to the Term Loan Agreement, dated as of December 20, 2006 (as such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Term Loan Agreement”, and together with the Multi-Currency Credit Agreement, the “Credit Agreements”);

          Whereas, the Company, certain of its subsidiaries and Revlon, Inc., as guarantors, and U.S. Bank National Association, as trustee (the “Noteholder Representative”), are parties to the Indenture, dated as of November 23, 2009 (as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Indenture”);

          Whereas, all the Grantors are party to a Second Amended and Restated Pledge and Security Agreement, dated as of November 23, 2009, in favor of the Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”)pursuant to which the Grantors are required to execute and deliver this Copyright Security Agreement;

          Now, Therefore, in consideration of the premises and to induce the Lenders, the Administrative Agents and the Collateral Agent to enter into the Credit Agreements and to induce the Noteholder Representative to enter into the Indenture, each Grantor hereby agrees with the Collateral Agent as follows:

1

          Section 1. Defined Terms

          Unless otherwise defined herein, terms defined in the Credit Agreements or in the Security Agreement and used herein have the meaning given to them in the Credit Agreements or the Security Agreement.

          Section 2. Grant of Security Interest in Copyright Collateral

          Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations (as defined in the Security Agreement) of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties (as defined in the Security Agreement), and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “Copyright Collateral”):

          (a) all of its Copyrights and Copyright Licenses to which it is a party, including, without limitation, those referred to on Schedule I hereto;

          (b) all extensions of the foregoing; and

          (c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present, or future infringement of any Copyright or Copyright licensed under any Copyright License.

          Section 3. Security Agreement

          The security interests granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

[Signature Pages Follow]

2

          In witness whereof, each Grantor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized offer as of the date first set forth above.

REVLON CONSUMER PRODUCTS CORPORATION, as Grantor
By:	/s/ Michael T. Sheehan
		Name: Michael T. Sheehan
		Title: Senior Vice President, Deputy General          Counsel and Secretary

Accepted and Agreed as of the date first above written:
Citicorp USA, Inc., as Collateral Agent
By:	/s/ Caesar W. Wyszomirski
	Name: Caesar W. Wyszomirski
	Title: Director

Schedule I
to
Copyright Security Agreement
Copyright Registrations

EX-4.13

Exhibit 4.13

     Second Amended and Restated Copyright Security Agreement, dated as of November 23, 2009 (“Copyright Security Agreement”), by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp USA, Inc. (“Citicorp”), as collateral agent for the Secured Parties (as defined in the Credit Agreements and Indenture referred to below) (in such capacity, the “Collateral Agent”).

W i t n e s s e t h:

     Whereas, the Company, certain of its subsidiaries, the lenders (the “Multi-Currency Lenders”) and issuing lenders (the “Issuing Lenders”) party thereto, Citicorp, as administrative agent for the Multi-Currency Lenders and Issuing Lenders (the “Multi-Currency Administrative Agent”), and the Collateral Agent, are parties to the Credit Agreement, dated as of July 9, 2004 (as such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Multi-Currency Credit Agreement”);

     Whereas, the Company, the lenders (the “Term Loan Lenders”; together with the Multi-Currency Lenders and the Issuing Lenders, the “Lenders”) party thereto, Citicorp, as administrative agent for the Term Loan Lenders (the “Term Loan Administrative Agent”, and together with the Multi-Currency Administrative Agent, the “Administrative Agents”), the Collateral Agent (together with the Administrative Agents, the “Agents”), and JPMorgan Chase Bank, N.A., as syndication agent, are parties to the Term Loan Agreement, dated as of December 20, 2006 (as such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Term Loan Agreement”, and together with the Multi-Currency Credit Agreement, the “Credit Agreements”);

     Whereas, the Company, certain of its subsidiaries and Revlon, Inc., as guarantors, and U.S. Bank National Association, as trustee (the “Noteholder Representative”), are parties to the Indenture, dated as of November 23, 2009 (as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Indenture”);

     Whereas, all the Grantors are party to a Second Amended and Restated Pledge and Security Agreement, dated as of November 23, 2009, in favor of the Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”)pursuant to which the Grantors are required to execute and deliver this Copyright Security Agreement;

     Now, Therefore, in consideration of the premises and to induce the Lenders, the Administrative Agents and the Collateral Agent to enter into the Credit Agreements and to induce the Noteholder Representative to enter into the Indenture, each Grantor hereby agrees with the Collateral Agent as follows:

1

     Section 1. Defined Terms

     Unless otherwise defined herein, terms defined in the Credit Agreements or in the Security Agreement and used herein have the meaning given to them in the Credit Agreements or the Security Agreement.

     Section 2. Grant of Security Interest in Copyright Collateral

     Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations (as defined in the Security Agreement) of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties (as defined in the Security Agreement), and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “Copyright Collateral”):

     (a) all of its Copyrights and Copyright Licenses to which it is a party, including, without limitation, those referred to on Schedule I hereto;

     (b) all extensions of the foregoing; and

     (c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present, or future infringement of any Copyright or Copyright licensed under any Copyright License.

     Section 3. Security Agreement

     The security interests granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

[Signature Pages Follow]

2

     In witness whereof, each Grantor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized offer as of the date first set forth above.

ALMAY, INC., as Grantor
By:	/s/ Michael T. Sheehan
		Name: Michael T. Sheehan
		Title: Vice President and Secretary

Accepted and Agreed as of the date first above written:
Citicorp USA, Inc., as Collateral Agent
By:	/s/ Caesar W. Wyszomirski
	Name:	Caesar W. Wyszomirski
	Title:	Director

Schedule I
to
Copyright Security Agreement
Copyright Registrations

EX-4.14

Exhibit 4.14

     Second Amended and restated Patent Security Agreement, dated as of November 23, 2009 (“Patent Security Agreement”), by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp USA, Inc. (“Citicorp”), as collateral agent for the Secured Parties (as defined in the Credit Agreements and Indenture referred to below) (in such capacity, the “Collateral Agent”).

W i t n e s s e t h:

     Whereas, the Company, certain of its subsidiaries, the lenders (the “Multi-Currency Lenders”) and issuing lenders (the “Issuing Lenders”) party thereto, Citicorp, as administrative agent for the Multi-Currency Lenders and Issuing Lenders (the “Multi-Currency Administrative Agent”), and the Collateral Agent, are parties to the Credit Agreement, dated as of July 9, 2004 (as such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Multi-Currency Credit Agreement”);

     Whereas, the Company, the lenders (the “Term Loan Lenders”; together with the Multi-Currency Lenders and the Issuing Lenders, the “Lenders”) party thereto, Citicorp, as administrative agent for the Term Loan Lenders (the “Term Loan Administrative Agent”, and together with the Multi-Currency Administrative Agent, the “Administrative Agents”), the Collateral Agent (together with the Administrative Agents, the “Agents”), and JPMorgan Chase Bank, N.A., as syndication agent, are parties to the Term Loan Agreement, dated as of December 20, 2006 (as such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Term Loan Agreement”, and together with the Multi-Currency Credit Agreement, the “Credit Agreements”);

     Whereas, the Company, certain of its subsidiaries and Revlon, Inc., as guarantors, and U.S. Bank National Association, as trustee (the “Noteholder Representative”), are parties to the Indenture, dated as of November 23, 2009 (as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Indenture”);

     Whereas, all the Grantors are party to a Second Amended and Restated Pledge and Security Agreement, dated as of November 23, 2009, in favor of the Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”)pursuant to which the Grantors are required to execute and deliver this Patent Security Agreement;

     Now, Therefore, in consideration of the premises and to induce the Lenders, the Administrative Agents and the Collateral Agent to enter into the Credit Agreements and to induce the Noteholder Representative to enter into the Indenture, each Grantor hereby agrees with the Collateral Agent as follows:

1

     Section 1. Defined Terms

     Unless otherwise defined herein, terms defined in the Credit Agreements or in the Security Agreement and used herein have the meaning given to them in the Credit Agreements or the Security Agreement.

     Section 2. Grant of Security Interest in Patent Collateral

     Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations (as defined in the Security Agreement) of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties (as defined in the Security Agreement), and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “Patent Collateral”):

     (a) all of its Patents and Patent Licenses to which it is a party, including, without limitation, those referred to on Schedule I hereto;

     (b) all reissues, continuations or continuations-in-part of the foregoing; and

     (c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present or future infringement of any Patent or any Patent licensed under any Patent License.

     Section 3. Security Agreement

     The security interests granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

[Signature Pages Follow]

2

     In witness whereof, each Grantor has caused this Patent Security Agreement to be executed and delivered by its duly authorized offer as of the date first set forth above.

REVLON CONSUMER PRODUCTS CORPORATION, as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Senior Vice President, Deputy General Counsel and Secretary

Accepted and Agreed as of the date first above written: Citicorp USA, Inc., as Collateral Agent
By:	/s/ Caesar W. Wyszomirski
	Name:	Caesar W. Wyszomirski
	Title:	Director

Schedule I
to
Patent Security Agreement
Patent Registrations

 4

EX-4.15

Exhibit 4.15

     Second Amended and Restated Trademark Security Agreement, dated as of November 23, 2009 (“Trademark Security Agreement”), by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp USA, Inc. (“Citicorp”), as collateral agent for the Secured Parties (as defined in the Credit Agreements and Indenture referred to below) (in such capacity, the “Collateral Agent”).

W i t n e s s e t h:

     Whereas, the Company, certain of its subsidiaries, the lenders (the “Multi-Currency Lenders”) and issuing lenders (the “Issuing Lenders”) party thereto, Citicorp, as administrative agent for the Multi-Currency Lenders and Issuing Lenders (the “Multi-Currency Administrative Agent”), and the Collateral Agent, are parties to the Credit Agreement, dated as of July 9, 2004 (as such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Multi-Currency Credit Agreement”);

     Whereas, the Company, the lenders (the “Term Loan Lenders”; together with the Multi-Currency Lenders and the Issuing Lenders, the “Lenders”) party thereto, Citicorp, as administrative agent for the Term Loan Lenders (the “Term Loan Administrative Agent”, and together with the Multi-Currency Administrative Agent, the “Administrative Agents”), the Collateral Agent (together with the Administrative Agents, the “Agents”), and JPMorgan Chase Bank, N.A., as syndication agent, are parties to the Term Loan Agreement, dated as of December 20, 2006 (as such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Term Loan Agreement”, and together with the Multi-Currency Credit Agreement, the “Credit Agreements”);

     Whereas, the Company, certain of its subsidiaries and Revlon, Inc., as guarantors, and U.S. Bank National Association, as trustee (the “Noteholder Representative”), are parties to the Indenture, dated as of November 23, 2009 (as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Indenture”);

     Whereas, all the Grantors are party to a Second Amended and Restated Pledge and Security Agreement, dated as of November 23, 2009, in favor of the Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”)pursuant to which the Grantors are required to execute and deliver this Trademark Security Agreement;

     Now, Therefore, in consideration of the premises and to induce the Lenders, the Administrative Agents and the Collateral Agent to enter into the Credit Agreements and to induce the Noteholder Representative to enter into the Indenture, each Grantor hereby agrees with the Collateral Agent as follows:

1

     Section 1. Defined Terms

     Unless otherwise defined herein, terms defined in the Credit Agreements or in the Security Agreement and used herein have the meaning given to them in the Credit Agreements or the Security Agreement.

     Section 2. Grant of Security Interest in Trademark Collateral

     Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations (as defined in the Security Agreement) of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties (as defined in the Security Agreement), and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “Trademark Collateral”):

     (a) all of its Trademarks and Trademark Licenses to which it is a party, including, without limitation, those referred to on Schedule I hereto;

     (b) all goodwill of the business connected with the use of, and symbolized by, each Trademark; and

     (c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present, future (i) infringement or dilution of any Trademark or Trademark licensed under any Trademark License or (ii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License.

     Section 3. Security Agreement

     The security interests granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

[Signature Pages Follow]

2

     In witness whereof, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized offer as of the date first set forth above.

REVLON CONSUMER PRODUCTS CORPORATION, as Grantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Senior Vice President, Deputy General Counsel and Secretary

Accepted and Agreed as of the date first above written:
Citicorp USA, Inc., as Collateral Agent
By:	/s/ Caesar W. Wyszomirski
	Name:	Caesar W. Wyszomirski
	Title:	Director

Schedule I
to
Trademark Security Agreement
Trademark Registrations

EX-4.16

Exhibit 4.16

     Second Amended and Restated Trademark Security Agreement, dated as of November 23, 2009 (“Trademark Security Agreement”), by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp USA, Inc. (“Citicorp”), as collateral agent for the Secured Parties (as defined in the Credit Agreements and Indenture referred to below) (in such capacity, the “Collateral Agent”).

W i t n e s s e t h:

     Whereas, the Company, certain of its subsidiaries, the lenders (the “Multi-Currency Lenders”) and issuing lenders (the “Issuing Lenders”) party thereto, Citicorp, as administrative agent for the Multi-Currency Lenders and Issuing Lenders (the “Multi-Currency Administrative Agent”), and the Collateral Agent, are parties to the Credit Agreement, dated as of July 9, 2004 (as such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Multi-Currency Credit Agreement”);

     Whereas, the Company, the lenders (the “Term Loan Lenders”; together with the Multi-Currency Lenders and the Issuing Lenders, the “Lenders”) party thereto, Citicorp, as administrative agent for the Term Loan Lenders (the “Term Loan Administrative Agent”, and together with the Multi-Currency Administrative Agent, the “Administrative Agents”), the Collateral Agent (together with the Administrative Agents, the “Agents”), and JPMorgan Chase Bank, N.A., as syndication agent, are parties to the Term Loan Agreement, dated as of December 20, 2006 (as such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Term Loan Agreement”, and together with the Multi-Currency Credit Agreement, the “Credit Agreements”);

     Whereas, the Company, certain of its subsidiaries and Revlon, Inc., as guarantors, and U.S. Bank National Association, as trustee (the “Noteholder Representative”), are parties to the Indenture, dated as of November 23, 2009 (as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Indenture”);

     Whereas, all the Grantors are party to a Second Amended and Restated Pledge and Security Agreement, dated as of November 23, 2009, in favor of the Collateral Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”)pursuant to which the Grantors are required to execute and deliver this Trademark Security Agreement;

     Now, Therefore, in consideration of the premises and to induce the Lenders, the Administrative Agents and the Collateral Agent to enter into the Credit Agreements and to induce the Noteholder Representative to enter into the Indenture, each Grantor hereby agrees with the Collateral Agent as follows:

1

     Section 1. Defined Terms

     Unless otherwise defined herein, terms defined in the Credit Agreements or in the Security Agreement and used herein have the meaning given to them in the Credit Agreements or the Security Agreement.

     Section 2. Grant of Security Interest in Trademark Collateral

     Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations (as defined in the Security Agreement) of such Grantor, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties (as defined in the Security Agreement), and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the following Collateral of such Grantor (the “Trademark Collateral”):

     (a) all of its Trademarks and Trademark Licenses to which it is a party, including, without limitation, those referred to on Schedule I hereto;

     (b) all goodwill of the business connected with the use of, and symbolized by, each Trademark; and

     (c) all Proceeds of the foregoing, including, without limitation, any claim by Grantor against third parties for past, present, future (i) infringement or dilution of any Trademark or Trademark licensed under any Trademark License or (ii) injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License.

     Section 3. Security Agreement

     The security interests granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

[Signature Pages Follow]

2

     In witness whereof, each Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized offer as of the date first set forth above.

CHARLES REVSON INC., as Grantor
By:	/s/ Michael T. Sheehan
		Name: Michael T. Sheehan
		Title: Vice President & Secretary

Accepted and Agreed as of the date first above written:
Citicorp USA, Inc., as Collateral Agent
By:	/s/ Caesar W. Wyszomirski
	Name:	Caesar W. Wyszomirski
	Title:	Director

Schedule I
to
Trademark Security Agreement
Trademark Registrations

EX-4.17

Exhibit 4.17

Execution Version

Second Amended and Restated Intercreditor and
Collateral Agency Agreement

     This Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of November 23, 2009, is entered into among Citicorp USA, Inc. (“Citicorp”), as administrative agent for the Multi-Currency Lenders (as defined below) and Issuing Lenders (as defined below) (in such capacity, the “Multi-Currency Administrative Agent”), Citicorp, as administrative agent for the Term Loan Lenders (as defined below) (in such capacity, the “Term Loan Administrative Agent”; together with the Multi-Currency Administrative Agent, the “Administrative Agents”), U.S. Bank National Association, as trustee for the Noteholders (in such capacity, the “Noteholder Representative”; together with the Multi-Currency Administrative Agent and the Term Loan Administrative Agent, the “Representatives”), Citicorp, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), Revlon, Inc. (“Revlon”), Revlon Consumer Products Corporation (the “Company”) and each other Loan Party.

W i t n e s s e t h :

     Whereas, the Company, certain of its subsidiaries, the lenders (“Multicurrency Lenders”) and issuing lenders (the “Issuing Lenders”) party thereto, the Multi-Currency Administrative Agent and the Collateral Agent, are parties to the Credit Agreement, dated as of July 9, 2004 (as such agreement has been or may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Existing Credit Agreement”);

     Whereas, the Term Loan Facility under, and as defined in, the Existing Credit Agreement, was refinanced pursuant to the Term Loan Agreement, dated as of December 20, 2006 (as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Term Loan Agreement”, and together with the Existing Credit Agreement, the “Credit Agreements”), among the Company, as borrower, the lenders (the “Term Loan Lenders”; together with the Multi-Currency Lenders and the Issuing Lenders, the “Lenders”) party thereto, the Term Loan Administrative Agent and the Collateral Agent, and JPMorgan Chase Bank, N.A., as syndication agent, to provide for $840,000,000 in term loans;

     Whereas, the Credit Agreements have been amended pursuant to amendments dated as of November 6, 2009 (the “Amendments”), to permit the Company to refinance the Existing Senior Notes with proceeds of a Permitted Second Lien Financing and to make such other changes to the terms of the Existing Credit Agreement and the Term Loan Agreement as are provided in such Amendments;

     Whereas, concurrently with the execution and delivery of this Agreement, the Company is issuing Indebtedness constituting a Permitted Second Lien Financing pursuant to the Indenture dated as of November 23, 2009 among the Company, as issuer, Revlon and certain subsidiaries of the Company, as guarantors, and U.S. Bank National Association, as trustee (as

such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any such Indebtedness or any commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “Indenture”) in order to refinance the Existing Senior Notes;

     Whereas, this Agreement, on the terms and subject to the conditions set forth herein, shall amend and restate, in its entirety, the amended and restated intercreditor and collateral agency agreement, dated as of December 26, 2006 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Intercreditor Agreement”), entered into by the Multi-Currency Administrative Agent, the Term Loan Administrative Agent, the Collateral Agent, Revlon, the Company and each other Loan Party;

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

     Section 1. Definitions

     1.1 Definitions

     (a) Unless otherwise defined herein, terms are used herein as defined in the Existing Credit Agreement or the Term Loan Agreement, as the context may require. In addition, as used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

     “Agent” shall mean each of the Controlling Agent, the Senior Agent, the Junior Agent and the Collateral Agent.

     “Agreement” shall mean this Second Amended and Restated Intercreditor and Collateral Agency Agreement, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.

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

     “Bankruptcy Law” shall mean the Bankruptcy Code, or any similar federal, state or foreign Requirement of Law for the relief of debtors or any arrangement, reorganization, insolvency, moratorium, assignment for the benefit of creditors, any other marshalling of the assets and liabilities of the Company or any other Loan Party or any similar law relating to or affecting the enforcement of creditors’ rights generally.

     “Collateral” shall mean, collectively, the Multi-Currency Collateral and the Term Loan Collateral.

     “Collateral Agent” shall include, in addition to the Collateral Agent referred to in the recitals hereto, any successors and assigns to the Collateral Agent permitted hereunder.

     “Collateral Documents” shall mean this Agreement, the Security Documents, the Noteholder Security Documents, the Senior Documents, the Junior Documents and all other security agreements, pledge agreements, mortgages, guaranties and other documents executed and/or delivered by the Loan Parties and accepted by the Collateral Agent.

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     “Controlling Agent” shall mean (a) in the case of any Multi-Currency Collateral, (i) prior to the payment in full of all Multi-Currency Claims, the Multi-Currency Administrative Agent, (ii) after the payment in full of all Multi-Currency Claims and prior to the payment in full of all Term Loan Claims, the Term Loan Administrative Agent and (iii) after the payment in full of all Multi-Currency Claims and all Term Loan Claims, the Noteholder Representative and (b) in the case of any Term Loan Collateral, (i) prior to the payment in full of all Term Loan Claims, the Term Loan Administrative Agent, (ii) after the payment in full of all Term Loan Claims and prior to the payment in full of all Multi-Currency Claims, the Multi-Currency Administrative Agent and (iii) after the payment in full of all Term Loan Claims and all Multi-Currency Claims, the Noteholder Representative.

     “Event of Default” shall have the meaning set forth in the applicable Financing Document.

     “Existing Credit Agreement” shall have the meaning set forth in the recitals to this Agreement.

     “Financing Documents” means, collectively, the Multi-Currency Loan Documents, the Term Loan Documents and the Noteholder Documents.

     “Indenture” shall have the meaning set forth in the recitals to this Agreement.

     “Insolvency Proceeding” shall mean, collectively, (a) any voluntary or involuntary case or proceeding under the Bankruptcy Law with respect to the Company or any other Loan Party, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Company or any other Loan Party or with respect to any of their respective assets, (c) any liquidation, dissolution, reorganization or winding up of the Company or any Loan Party, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy (except as permitted by Section 11.5 (or other applicable successor provision) of either Credit Agreement and Section 5.01 (or other applicable successor provision) of the Indenture), and (d) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company or any other Loan Party.

     “Junior Agent” shall mean (a) in the case of any Multi-Currency Collateral, (i) with respect to the Multi-Currency Administrative Agent, collectively, the Term Loan Administrative Agent and the Noteholder Representative and (ii) with respect to the Term Loan Administrative Agent, the Noteholder Representative and (b) in the case of any Term Loan Collateral, with respect to the Term Loan Administrative Agent, collectively, the Multi-Currency Administrative Agent and the Noteholder Representative.

     “Junior Claims” shall mean (a) in the case of any Multi-Currency Collateral, (i) with respect to all Multi-Currency Claims, all Term Loan Claims and all Noteholder Claims and (ii) with respect to all Term Loan Claims, all Noteholder Claims and (b) in the case of any Term Loan Collateral, with respect to all Term Loan Claims, collectively, all Multi-Currency Claims and all Noteholder Claims.

     “Junior Documents” shall mean, collectively, with respect to any Junior Claim, any provision pertaining to such Junior Claim in any Financing Document or any other document, instrument or certificate evidencing or delivered in connection with such Junior Claim.

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     “Junior Liens” shall mean (a) in the case of any Multi-Currency Collateral, (i) with respect to all Liens securing the Multi-Currency Claims, all Liens securing the Term Loan Claims and the Noteholder Claims and (ii) with respect to all Liens securing the Term Loan Claims, all Liens securing the Noteholder Claims and (b) in the case of any Term Loan Collateral, with respect to all Liens securing the Term Loan Claims, collectively, all Liens securing the Multi-Currency Claims and all Liens securing the Noteholder Claims.

     “Junior Secured Parties” shall mean (a) in the case of any Multi-Currency Collateral, (i) with respect to all Multi-Currency Secured Parties, all Term Loan Secured Parties and all Noteholder Secured Parties and (ii) with respect to all Term Loan Secured Parties, all Noteholder Secured Parties and (b) in the case of any Term Loan Collateral, with respect to all Term Loan Secured Parties, collectively, all Multi-Currency Secured Parties and all Noteholder Secured Parties.

     “Multi-Currency Administrative Agent” shall include, in addition to the Multi-Currency Administrative Agent referred to in the recitals hereto, (a) any successors and assigns thereto or any acting administrative agent, in each case, as permitted under the Existing Credit Agreement, and (b) if there is no acting Multi-Currency Administrative Agent, the Required Lenders (as defined in the Existing Credit Agreement).

     “Multi-Currency Claims” shall mean all Multi-Currency Secured Obligations and all extensions of credit under any financing, or any arrangement for use of cash collateral, under any Bankruptcy Law extended or provided to any Loan Party by the Multi-Currency Lenders.

     “Multi-Currency Collateral” shall mean, collectively, the “Multi-Currency Collateral,” as defined in the Pledge and Security Agreement, the Charged Assets (as defined in the Multi-Currency Debenture), any Real Property of the Loan Parties constituting Collateral (as defined in the Existing Credit Agreement) and any other Collateral (as defined in the Existing Credit Agreement) of the same type.

     “Multi-Currency Debenture” means that certain Multi-Currency Debenture, dated as of July 9, 2004, between the Company, Charles Revson Inc., Charles of the Ritz Group Ltd. and Revlon International Corporation (UK Branch), as Chargors, and the Collateral Agent.

     “Multi-Currency Eligible Obligation Holder” shall mean each holder of any Multi-Currency Eligible Obligation.

     “Multi-Currency Eligible Obligation” shall mean each Designated Eligible Obligation designated as a “Multi-Currency Eligible Obligation” by the Company to the Agents from time to time pursuant to Section 10.1.

     “Multi-Currency Loan Documents” means the Loan Documents (as defined in the Existing Credit Agreement).

     “Multi-Currency Secured Obligations” shall have the meaning set forth in the Pledge and Security Agreement.

     “Multi-Currency Secured Party” shall have the meaning set forth in the Pledge and Security Agreement.

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     “Noteholder Claims” shall mean all Noteholder Secured Obligations and all extensions of credit under any financing, or any arrangement for use of cash collateral, under any Bankruptcy Law extended or provided to any Loan Party by the Noteholders.

     “Noteholder Documents” means the Indenture, the Noteholder Security Documents and the other Indenture Documents (as defined in the Indenture).

     “Noteholder Payment Obligations” means the unpaid principal of and interest on (including interest accruing after the maturity of the Notes 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 Notes and all other obligations and liabilities of the Company to any Noteholder Secured Party, 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, the Notes, the Indenture or any other Noteholder Documents, 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 Noteholder Representative, the Collateral Agent or to any Noteholder that are required to be paid by the Company pursuant to the Noteholder Documents) or otherwise.

     “Noteholder Representative” shall include, in addition to the Noteholder Representative referred to in the recitals hereto, (a) any successors and assigns thereto or any acting Noteholder Representative, in each case, as permitted under the Noteholder Documents, and (b) if there is no acting Noteholder Representative, the Required Holders (as defined in the Noteholder Documents).

     “Noteholder Secured Obligations” shall have the meaning set forth in the Pledge and Security Agreement.

     “Noteholder Secured Party” shall have the meaning set forth in the Pledge and Security Agreement.

     “Noteholder Security Documents” means the Security Documents (as defined in the Indenture).

     “Noteholders” means, collectively, the Securityholders (as defined in the Noteholder Documents).

     “Notice of Actionable Default” shall mean a written certification identified as a “Notice of Actionable Default,” substantially in the form attached hereto as Exhibit B or such other form reasonably satisfactory to the Collateral Agent, from any Administrative Agent or the Noteholder Representative addressed to the Collateral Agent certifying that an Event of Default has occurred and is continuing under the applicable Financing Documents, and that any required notice thereof has been given and any grace periods provided for therein have expired.

     “Pari Passu Liens” shall mean, in the case of any Term Loan Collateral, all Liens securing the Multi-Currency Claims and the Noteholder Claims.

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     “pay in full,” “paid in full” or “payment in full” shall mean (a) with respect to any Secured Claims, the payment in full in cash of the principal of, accrued (but unpaid) interest and premium, if any, on all such Secured Claims and, with respect to letters of credit outstanding thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the relevant Collateral Documents, in each case, after or concurrently with termination of all Commitments (as defined in the Existing Credit Agreement) or Term Loan Commitments, as applicable, thereunder and payment in full in cash of any other such Secured Claims that are due and payable at or prior to the time such principal and interest are paid (and, in the case of the Multi-Currency Claims or the Term Loan Claims, the payment in full in cash or Undesignation of all Multi-Currency Eligible Obligations or all Term Loan Eligible Obligations, respectively) or (b) with respect to the Noteholder Secured Claims, a legal defeasance or covenant defeasance pursuant to the Indenture or the discharge of the Indenture in accordance with its terms.

     “Required Secured Parties” means, collectively, (a) in the case of Section 2, the Required Lenders (as defined in the Existing Credit Agreement) and the Required Lenders (as defined in the Term Loan Agreement) or, after the payment in full of all Multi-Currency Claims and all Term Loan Claims, the Noteholder Representative or the Required Holders (as defined in the Noteholder Documents) and (b) in the case of all other Sections, the Required Lenders (as defined in the Existing Credit Agreement), the Required Lenders (as defined in the Term Loan Agreement) and the Required Holders (as defined in the Indenture).

     “Secured Claims” shall mean, collectively, the Multi-Currency Claims, the Term Loan Claims and the Noteholder Claims.

     “Secured Parties” shall mean, collectively, the Multi-Currency Secured Parties, the Term Loan Secured Parties and the Noteholder Secured Parties.

     “Senior Agent” shall mean (a) in the case of any Multi-Currency Collateral, (i) with respect to the Term Loan Administrative Agent, the Multi-Currency Administrative Agent, and (ii) with respect to the Noteholder Representative, collectively, the Multi-Currency Administrative Agent and the Term Loan Administrative Agent and (b) in the case of any Term Loan Collateral, with respect to the Multi-Currency Administrative Agent and the Noteholder Representative, the Term Loan Administrative Agent.

     “Senior Claims” shall mean (a) in the case of any Multi-Currency Collateral, (i) with respect to all Term Loan Claims, all Multi-Currency Claims and (ii) with respect to all Noteholder Claims, collectively, all Multi-Currency Claims and all Term Loan Claims and (b) in the case of any Term Loan Collateral, with respect to all Multi-Currency Claims and all Noteholder Claims, all Term Loan Claims. “Senior Claims” shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency Proceeding, accrue) after the commencement of an Insolvency Proceeding in accordance with and at the rate specified in the Senior Documents whether or not the claim for such interest is allowed as a claim in such Insolvency Proceeding. To the extent any payment with respect to the Senior Claims (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

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     “Senior Collateral” shall mean (a) with respect to any Junior Secured Party, any Collateral on which it has a Junior Lien and (b) with respect to any Senior Secured Party, any Collateral on which it has a Senior Lien.

     “Senior Documents” shall mean, collectively, with respect to any Senior Claim, any provision pertaining to such Senior Claim in any Financing Document or any other document, instrument or certificate evidencing or delivered in connection with such Senior Claim.

     “Senior Liens” shall mean (a) in the case of any Multi-Currency Collateral, (i) with respect to all Liens securing the Term Loan Claims, all Liens securing the Multi-Currency Claims and (ii) with respect to all Liens securing the Noteholder Claims, collectively, all Liens securing the Multi-Currency Claims and all Liens securing the Term Loan Claims and (b) in the case of any Term Loan Collateral, with respect to all Liens securing the Multi Currency Claims and all Liens securing the Noteholder Claims, all Liens securing the Term Loan Claims.

     “Senior Secured Parties” shall mean (a) in the case of any Multi-Currency Collateral, (i) with respect to all Term Loan Secured Parties, all Multi-Currency Secured Parties and (ii) with respect to all Noteholder Secured Parties, all Multi-Currency Secured Parties and all Term Loan Secured Parties and (b) in the case of any Term Loan Collateral, with respect to all Multi-Currency Secured Parties and all Noteholder Secured Parties, all Term Loan Secured Parties.

     “Term Loan Administrative Agent” shall include, in addition to the Term Loan Administrative Agent referred to in the recitals hereto, (a) any successors and assigns thereto or any acting Term Loan Administrative Agent, in each case, as permitted under the Term Loan Agreement, and (b) if there is no acting Term Loan Administrative Agent, the Required Lenders (as defined in the Term Loan Agreement).

     “Term Loan Agreement” shall have the meaning set forth in the recitals to this Agreement.

     “Term Loan Claims” shall mean all Term Loan Secured Obligations and all extensions of credit under any financing, or any arrangement for use of cash collateral, under any Bankruptcy Law extended or provided to any Loan Party by the Term Loan Lenders.

     “Term Loan Collateral” shall have the meaning set forth in the Pledge and Security Agreement, the Charged Assets (as defined in the Term Loan Debenture) and any other Collateral (as defined in the Term Loan Agreement) of the same type.

     “Term Loan Commitments” shall have the meaning set forth in the Term Loan Agreement, and shall also mean the commitments to provide extensions of credit under any agreement that refinances, restructures, renews, extends, increases, refunds or replaces the Term Loan Agreement.

     “Term Loan Debenture” means that certain Term Loan Debenture, dated as of December 20, 2006, among the Company, Charles Revson Inc., Charles of the Ritz Group Ltd. and Revlon International Corporation (UK Branch), as Chargors, and the Collateral Agent.

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     “Term Loan Documents” means the Loan Documents (as defined in the Term Loan Agreement).

     “Term Loan Eligible Obligation” shall mean each Designated Eligible Obligation (other than a Multi-Currency Eligible Obligation).

     “Term Loan Eligible Obligation Holder” shall mean each holder of any Term Loan Eligible Obligation.

     “Term Loan Secured Obligations” shall have the meaning set forth in the Pledge and Security Agreement.

     “Term Loan Secured Party” shall have the meaning set forth in the Pledge and Security Agreement.

     “Undesignated” or “Undesignation” shall mean, at any time, with respect to any obligation designated by the Company as a Designated Eligible Obligation hereunder, that such designation has been revoked at or before such time in accordance with Section 10.1.

     “Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code of the State of New York, as amended.

     1.2 Certain Other Terms

     (a) The terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause in this Agreement.

     (b) References herein to an Annex, Schedule, Article, Section, subsection or clause, unless specifically stated otherwise, refer to the appropriate Annex or Schedule to, or Article, Section, subsection or clause in this Agreement.

     (c) Where the context requires, provisions relating to any Collateral, when used in relation to any Loan Party, shall refer to such Loan Party’s Collateral or any relevant part thereof.

     (d) Any reference in this Agreement to a Financing Document shall include all appendices, exhibits and schedules thereto, and, unless specifically stated otherwise, all amendments, restatements, supplements or other modifications thereto or replacements thereof, and as the same may be in effect at any time such reference becomes operative.

     (e) The term “including” means “including, without limitation” except when used in the computation of time periods.

     (f) References in this Agreement to any statute shall be to such statute as amended or modified and in effect from time to time.

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     Section 2. Collateral Agent

     2.1 Appointment. Each Secured Party hereby appoints Citicorp as the Collateral Agent hereunder and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Collateral Documents as are delegated to the Collateral Agent under such documents and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Secured Party hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of the Collateral Documents to which the Collateral Agent is a party, to exercise all rights, powers and remedies that the Collateral Agent may have under such documents and to act as agent for the Secured Parties under such Collateral Documents.

     2.2 Actions; Direction of Administrative Agents.

     (a) Except as set forth in Section 2.2(b), the Collateral Agent shall take, or refrain from taking, any action as directed in writing (i) by the applicable Representative as designated in the Existing Credit Agreement, the Term Loan Agreement or (to the extent such action is permitted by this Agreement and the Indenture) the Indenture, as applicable, or any other Financing Document with respect to such action, (ii) collectively by the Representatives or (iii) in the absence of such events, with respect to any Collateral (and any provision of the Collateral Documents related thereto), by the Controlling Agent in respect of such Collateral.

     (b) From and after the receipt of any Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable Default, the Collateral Agent shall take, or refrain from, taking any action, with respect to any Collateral (and any provision of the Collateral Documents related thereto), as directed in writing by the Controlling Agent in respect of such Collateral. Each Representative, in the event all of the Events of Default giving rise to any Notice of Actionable Default issued by such Representative have been cured or waived or otherwise has ceased to exist pursuant to the applicable Financing Document, shall withdraw such Notice of Actionable Default by written notice to the Collateral Agent.

     (c) Each Representative shall promptly send to the other Representatives a copy of any written directions given by such Representative pursuant to this Section 2.2; provided, however, that the failure to comply with this Section 2.2(c) shall not impair any of the rights, powers and remedies of such Representative or the Collateral Agent under any Collateral Document.

     (d) Notwithstanding anything to the contrary provided herein or in the Collateral Documents, the Collateral Agent shall not be obligated to take, or refrain from taking, any action (i) to the extent the Collateral Agent has received a written advice from its counsel that such action is in conflict with any applicable law, Collateral Document or order of any Governmental Authority or (ii) with respect to which the Collateral Agent, in its reasonable judgment, has not received adequate security or indemnity hereunder or under the Collateral Documents.

     (e) Nothing in this Section 2.2 shall impair the right of the Collateral Agent in its discretion to take or omit to take any action which is deemed proper by the Collateral Agent under the Collateral Documents and which it believes in good faith is not inconsistent with any direction of the applicable Representative delivered pursuant to this Section 2.2; provided, however, the Collateral Agent shall not be under any obligation to take any discretionary action

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under the provisions of this Agreement or any other Collateral Document unless so directed by the applicable Representative.

     2.3 Limitation on Duties.

     (a) The Collateral Agent shall be obliged to perform only such duties as are specifically set forth in this Agreement or any other Collateral Document, and no implied covenants or obligations shall be read into any Collateral Document against the Collateral Agent. The Collateral Agent shall, upon receipt of any written direction pursuant to Section 2.2, exercise the rights and powers vested in it by any Collateral Document with respect to such direction, and the Collateral Agent shall not be liable with respect to any action taken or omitted in accordance with such direction. If the Collateral Agent shall seek directions from any Representative or the Required Secured Parties with respect to any action under any Collateral Document, the Collateral Agent shall not be required to take, or refrain from taking, such action until it shall have received such direction.

     (b) The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as with similar property for its own account. The powers conferred on the Collateral Agent hereunder and under the Collateral Documents are solely to protect the Collateral Agent’s interest in the Collateral (for itself and for the benefit of the Secured Parties) and, except as expressly set forth herein, shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers at the direction of the applicable Representative, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible to any Secured Party or any Loan Party for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

     2.4 Resignation and Removal.

     (a) The Collateral Agent may resign at any time by giving written notice thereof to the Representatives and the Company. The Collateral Agent may be removed at any time by the Multi-Currency Administrative Agent and the Term Loan Administrative Agent, acting jointly, or the Required Secured Parties, by giving written notice thereof to the Collateral Agent and the Company. Upon any such resignation or removal, the Multi-Currency Administrative Agent and the Term Loan Administrative Agent, acting jointly, or the Required Secured Parties shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed, and shall have accepted such appointment, within 30 days following the notice of resignation or removal, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. In either case, such appointment shall be subject to the prior written approval of the Company (which approval may not be unreasonably withheld or delayed and shall not be required upon the occurrence and during the continuance of an Event of Default).

     (b) Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the Credit Agreements, the Noteholder Documents and the Collateral Documents. Promptly after any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the retiring

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Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent its rights as Collateral Agent under the Collateral Documents and to protect and maintain the Liens held by the Collateral Agent for the benefit of the Secured Parties (including delivery of any Collateral in its possession to the successor Collateral Agent). After such resignation, the retiring Collateral Agent shall continue to have the benefit of Section 8 as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement, the Credit Agreements, the Noteholder Documents and the Collateral Documents.

     (c) If no Person has accepted appointment as a successor Collateral Agent within 30 days following the notice of resignation or removal, the retiring Collateral Agent’s resignation or removal shall nevertheless thereupon become effective, and the Multi-Currency Administrative Agent and the Term Loan Administrative Agent, jointly, shall assume and perform all of the duties of the retiring Collateral Agent hereunder until such time, if any, as the Multi-Currency Administrative Agent and the Term Loan Administrative Agent, jointly, or the Required Secured Parties shall appoint a successor Collateral Agent as provided for above.

     2.5 Debenture Collateral Agency Provisions. The provisions of Schedule 4 to the Debenture, dated as of November 23, 2009, among the Company, Charles Revson Inc., Charles of the Ritz Group Ltd. and Revlon International Corporation (UK Branch), as Chargors, and the Collateral Agent shall apply mutatis mutandis to Citicorp USA Inc. as collateral agent under the Multi-Currency Debenture and the Term Loan Debenture, respectively.

     Section 3. Priority of Liens

     3.1 Lien Subordination. Notwithstanding the date, manner or order of grant, attachment or perfection of any Junior Lien in respect of any Collateral or of any Senior Lien in respect of any Collateral and notwithstanding any provision of the UCC, any applicable law, any Collateral Document, any alleged or actual defect or deficiency in any of the foregoing or any other circumstance whatsoever, the Junior Agent, on behalf of each Junior Secured Party, in respect of such Collateral hereby agrees that:

     (a) any Senior Lien in respect of such Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior to any Junior Lien in respect of such Collateral (whether or not such Senior Lien is subordinated to any Lien securing any other obligation); and

     (b) any Junior Lien in respect of such Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to any Senior Lien in respect of such Collateral.

     3.2 Prohibition on Contesting Liens. In respect of any Collateral, the Junior Agent, on behalf of each Junior Secured Party, in respect of such Collateral agrees that it shall not, and hereby waives any right to:

     (a) contest, or support any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the priority, validity or enforceability of any Senior Lien on such Collateral; or

     (b) demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or similar right which it may have in respect of such Collateral

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or the Senior Liens on such Collateral, except to the extent that such rights are expressly granted in this Agreement.

     3.3 Pari Passu Second Liens on Term Loan Collateral.

     (a) Notwithstanding the date, manner or order of grant, attachment or perfection of any Pari Passu Lien in respect of the Term Loan Collateral and notwithstanding any provision of the UCC, any applicable law, any Collateral Document, any alleged or actual defect or deficiency in any of the foregoing or any other circumstance whatsoever, the Multi-Currency Administrative Agent and the Noteholder Representative, on behalf of the Multi-Currency Secured Parties and the Noteholder Secured Parties, respectively, in respect of the Term Loan Collateral, hereby agree that any Pari Passu Lien in respect of the Term Loan Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain equal in priority of payment to each other Pari Passu Lien in respect of such Term Loan Collateral (whether or not such Pari Passu Lien is subordinated to any Lien securing any other obligation), subject, in the case of the Pari Passu Liens securing the Noteholder Claims, to the provisions of this Agreement giving greater rights to the Multi-Currency Administrative Agent in its capacity as the Controlling Agent.

     (b) Each of the Multi-Currency Administrative Agent and the Noteholder Representative, on behalf of the Multi-Currency Secured Parties and the Noteholder Secured Parties, respectively, in respect of the Term Loan Collateral, agrees that it shall not, and hereby waives any right to: (a) contest, or support any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the priority, validity or enforceability of any Pari Passu Lien on such Term Loan Collateral, or (ii) demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or similar right which it may have in respect of such Term Loan Collateral or the other Pari Passu Liens on such Term Loan Collateral, except to the extent that such rights are expressly granted in this Agreement.

     3.4 New Liens.

     (a) The parties hereto agree that, prior to the payment in full of the Secured Claims, any Lien on any asset of any Loan Party securing any Secured Claim (and which asset is not also subject to a Lien securing all of the Secured Claims in accordance with the priorities set forth herein) shall immediately be released upon demand by any Agent or assigned to the Collateral Agent on behalf of the Secured Parties, subject to the priorities set forth in Section 3.1, and, at all times prior to such release or assignment, the Secured Party to whom such Lien was granted shall be acting as a sub-agent of the Collateral Agent for the sole purpose of perfecting the Lien on such asset; provided, however, that, if the Existing Credit Agreement, the Term Loan Credit Agreement or the Indenture, as the case may be, specifically does not require the relevant Secured Claims to be secured by a Lien on such asset, then this Section 3.4(a) shall not apply to such asset solely in respect of such Secured Claims.

     (b) Each Loan Party hereby agrees not to grant, or to permit any of its Subsidiaries to grant, except as expressly permitted by the Financing Documents, any Lien on any of its respective assets securing the Senior Claims or the Junior Claims, as the case may be, to any Person other than the Collateral Agent on behalf of the Secured Parties, subject to the priorities set forth in Section 3.1.

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     3.5 Separate Liens. Each of the parties hereto acknowledges and agrees that (i) the grants of Liens pursuant to the Collateral Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Junior Claims in respect of any Collateral are fundamentally different from the Senior Claims in respect of such Collateral, and the Junior Claims and Senior Claims in respect of any Collateral must be separately classified in any Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that, in respect of any Collateral, the Junior Claims and the Senior Claims in respect of such Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Junior Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties in respect of any Collateral (with the effect that, to the extent that the aggregate value of the Senior Collateral is sufficient (for this purpose ignoring all claims held by the Junior Secured Parties), the Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest before any distribution is made in respect of the claims held by the Junior Secured Parties with respect to the Senior Collateral, with the Junior Secured Parties hereby acknowledging and agreeing to turn over to the Senior Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Secured Parties).

     Section 4. Exercise of Remedies

     4.1 Remedies.

     (a) Prior to the payment in full of the Senior Claims in respect of any Collateral, whether or not any Insolvency Proceeding has been commenced by or against any Loan Party, with respect to such Collateral:

     (i) no Junior Secured Party shall (or direct the Collateral Agent to) (A) exercise or seek to exercise any rights or remedies, (B) institute any action or proceeding with respect to such rights or remedies, including any action of foreclosure, contest, protest, (C) object to any foreclosure proceeding or action brought by the Collateral Agent or any Senior Secured Party or any other exercise of any rights and remedies relating to such Collateral under the Collateral Documents or otherwise, or (D) object to the forbearance by the Senior Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to such Collateral; and

     (ii) the Senior Agent or the Controlling Agent, as the case maybe, on behalf of the Senior Secured Parties, shall have the exclusive right to (and the exclusive right to direct the Collateral Agent to) enforce rights, exercise remedies and make determinations regarding release, disposition (including under §363(f) of the Bankruptcy Code) or restrictions with respect to such Collateral without any consultation with, or the consent of, any Junior Secured Party.

     (b) In exercising rights and remedies with respect to any Collateral, the Senior Agent or the Controlling Agent, as the case maybe, on behalf of the Senior Secured Parties, in respect of such Collateral may enforce (and direct the Collateral Agent to enforce) the provisions of the Senior Documents and exercise remedies thereunder, all in such order and in

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such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include, without limitation, the rights of an agent appointed by them to sell or otherwise dispose of such Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction and of a secured creditor under any Bankruptcy Law.

     (c) The Junior Agent, on behalf of each Junior Secured Party, in respect of any Collateral agrees that, prior to the payment in full of the Senior Claims in respect of such Collateral, it will not take or receive any such Collateral or any proceeds of such Collateral in connection with the exercise of any right or remedy (including setoff) with respect to such Collateral. Without limiting the generality of the foregoing, prior to the payment in full of the Senior Claims in respect of any Collateral, the sole right of the Junior Agent and the Junior Secured Parties with respect to such Collateral shall be the right to receive a share of the proceeds thereof pursuant to Section 5.1.

     (d) The Junior Agent, on behalf of each Junior Secured Party, in respect of any Collateral (i) agrees that neither it nor any Junior Secured Party will take any action that would hinder any exercise of remedies undertaken by any Senior Secured Party in respect of such Collateral under the Collateral Documents, including any sale, lease, exchange, transfer or other disposition of such Collateral, whether by foreclosure or otherwise, and (ii) hereby waives any and all rights it or any Junior Secured Party may have as a junior creditor or otherwise to object to the manner in which any Senior Secured Party may seek to enforce or collect the Senior Claims or the Liens granted in any of such Collateral.

     4.2 Exercise of Remedies as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, each Junior Secured Party may exercise its rights and remedies as an unsecured creditor against the Loan Parties in accordance with the terms of the Junior Documents and applicable law. In the event any Junior Secured Party in respect of any Collateral becomes a judgment lien creditor in respect of such Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subordinated to any Lien on such Collateral securing any Senior Claim in respect of such Collateral on the same basis and to the same extent as the other Liens on such Collateral securing the Junior Claims are subordinated to those securing the Senior Claims under this Agreement. Nothing in this Agreement modifies any rights or remedies which any Senior Secured Party in respect of any Collateral may have with respect to such Collateral.

     Section 5. Application of Payments; Subrogation

     5.1 Proceeds of Collateral. From and after the receipt by the Collateral Agent of any Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable Default, proceeds of any Collateral received by any Secured Parties, and all payments made by any Loan Parties in respect of any Secured Claims, shall be applied as follows:

     (a) first, to pay interest on and then principal of any portion of the Senior Claims in respect of such Collateral that the Senior Agent may have advanced on behalf of any Senior Secured Party for which the Senior Agent has not then been reimbursed by such Senior Secured Party or the Loan Parties;

     (b) second, to pay Secured Claims in respect of any expense reimbursements or indemnities then due to the Senior Agent and the Collateral Agent;

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     (c) third, to pay Secured Claims in respect of any expense reimbursements or indemnities then due to the other Senior Secured Parties;

     (d) fourth, to pay Secured Claims in respect of any fees then due to the Senior Agent and the Collateral Agent;

     (e) fifth, to pay Secured Claims in respect of any fees then due to the other Senior Secured Parties;

     (f) sixth, to pay interest then due and payable in respect of all Senior Claims in respect of such Collateral;

     (g) seventh, to pay or prepay principal payments for all Senior Claims (and, when applicable, to provide cash collateral for letters of credit or Interest Rate Agreements constituting Senior Claims) in respect of such Collateral;

     (h) eighth, to pay all other Senior Claims in respect of such Collateral;

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

     (j) tenth, to pay Secured Claims in respect of any expense reimbursements or indemnities then due to any Junior Agent;

     (k) eleventh, to pay Secured Claims in respect of any expense reimbursements or indemnities then due to the other Junior Secured Parties;

     (l) twelfth, to pay Secured Claims in respect of any fees then due to any Junior Agent;

     (m) thirteenth, to pay Secured Claims in respect of any fees then due to the other Junior Secured Parties;

     (n) fourteenth, to pay interest then due and payable in respect of all Junior Claims in respect of such Collateral;

     (o) fifteenth, to pay or prepay principal payments for all Junior Claims (and, when applicable, to provide cash collateral for letters of credit or Interest Rate Agreements constituting Junior Claims) in respect of such Collateral;

     (p) sixteenth, to pay all other Junior Claims in respect of such Collateral; and

     (q) seventeenth, as directed by the Company (subject to applicable laws);

provided, however, that, if sufficient funds are not available to fund all payments required to be made in any of clauses first through sixteenth above, the available funds being applied to the Secured Claims specified in any such clause (unless otherwise specified in such clause) shall be allocated to the payment of such Secured Claims ratably, based on the proportion of each Agent’s

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and each Secured Party’s interest in the aggregate outstanding Secured Claims described in such clause; provided, further, that payments that would otherwise be allocated to the Multi-Currency Lenders shall be allocated first to repay Swing Loans until such Loans are paid in full, second to repay Local Loans until such Loans are paid in full and then to repay the Revolving Credit Loans. The order of payment application set forth in clauses (a) through (p) above may be amended at any time and from time to time by the Required Secured Parties without any notice to or consent of or approval by any Loan Party (unless such amendment is of the type described in Section 12.3(iv)) or any other Person (including, without limitation, any holder of Designated Eligible Obligations) that is not a party to the Existing Credit Agreement, the Term Loan Agreement or the Indenture (provided, that, for purposes of this clause, the Noteholders shall be deemed to be parties to the Indenture), as the case may be; provided, however, that (i) any such amendment adversely affecting any Agent shall also require the prior written consent of such Agent, (ii) any such amendment not adversely affecting the Multi-Currency Lenders shall not require the consent of any Lender (as defined in the Existing Credit Agreement), (iii) any such amendment not adversely affecting the Term Loan Lenders shall not require the consent of any Lender (as defined in the Term Loan Agreement) and (iv) any such amendment not adversely affecting the Noteholders shall not require the consent or signature of the Noteholder Representative or any Noteholder (as defined in the Indenture).

     5.2 Proceeds of Non-Collateral. From and after the receipt by the Collateral Agent of any Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable Default, any payment received by any party to the Existing Credit Agreement, the Term Loan Agreement or the Indenture, as applicable, from a Loan Party that does not constitute proceeds of any Collateral shall be applied pursuant to Section 7.15(h) (or other applicable successor provision) of the Existing Credit Agreement, Section 7.15(e) (or other applicable successor provision) of the Term Loan Agreement or Section 6.10 (or other applicable successor provision) of the Indenture, as applicable.

     5.3 Payments Over. Unless and until all Secured Claims shall have been paid in full, (a) any payment received by any party hereto at any time in contravention of the Existing Credit Agreement, the Term Loan Agreement, the Indenture or this Agreement and (b) from and after the receipt of any Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable Default, any Collateral or proceeds thereof or any payment received by any Secured Party from proceeds of any Collateral shall be segregated and held in trust and forthwith paid over to the Collateral Agent for application in accordance with the Existing Credit Agreement, the Term Loan Agreement or the Indenture, as applicable (in the case of clause (a) above), or Section 5.1 (in the case of clause (b) above) in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Collateral Agent is hereby authorized to make any such endorsements as agent for any such Person. This authorization is coupled with an interest and is irrevocable.

     5.4 Subrogation. The Junior Agent in respect of any Collateral, on behalf of each Junior Secured Party, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the Senior Claims in respect of such Collateral shall have been paid in full. Upon payment in full of such Senior Claims, the Junior Secured Parties shall be subrogated to the rights of the Senior Secured Parties to receive payments or distributions applicable to such Senior Claims.

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     Section 6. Insolvency Proceedings

     6.1 Voting of Claims. Until the payment in full of all Senior Claims in respect of any Collateral, the Senior Agent shall have the right, but not the obligation, to vote the claim of any Junior Secured Party in respect of such Collateral in any Insolvency Proceeding if such Junior Secured Party has not voted its claim on or prior to 10 days before the expiration of the time to vote any such claim. In the event that Senior Agent exercises such right to vote, no Junior Secured Party shall be entitled to change or withdraw such vote.

     6.2 Waivers. In the event an Insolvency Proceeding shall be commenced by or against any Loan Party, in respect of any part of the Senior Collateral or proceeds thereof or any Senior Lien which may exist thereon, each of the Junior Secured Parties in respect of such Collateral hereby agrees that such Person shall not, until the payment in full of the Senior Claims in respect of such Collateral:

     (a) seek any relief from, or modification of, the automatic stay as provided in §362 of the Bankruptcy Code or seek or accept any form of adequate protection under either or both of §362 and §363 of the Bankruptcy Code with respect to the Senior Collateral, except (i) replacement Liens, which Liens at all times shall (A) also secure the Senior Claims and (B) be subordinated to the Senior Liens in accordance with, and subject to, the terms of this Agreement, and (ii) the accrual or the current payment of interest and out-of-pocket expenses, including fees and disbursements of counsel and other professional advisors, incurred by the Junior Agent (which the Junior Secured Parties agree will constitute adequate protection of their claims and interests);

     (b) oppose or object to any adequate protection sought by or granted to any Senior Secured Parties with respect to the Senior Collateral;

     (c) oppose or object to the use of any Senior Collateral constituting cash collateral by any Loan Party, unless the Senior Secured Parties shall have opposed or objected to such use of such cash collateral;

     (d) oppose or object to any financing with respect to any Loan Party provided under any Bankruptcy Law (regardless of whether any Indebtedness thereunder is senior to the Junior Claims or secured by Liens on the Senior Collateral that are senior in priority to the Junior Liens on such Collateral), unless (i) the Senior Agent or the Senior Secured Parties shall have opposed or objected to such financing or (ii) any Indebtedness thereunder is secured by any Collateral on which the Junior Secured Parties have a first-priority Lien under this Agreement and the Liens on such Collateral securing such Indebtedness would be senior in priority to such first-priority Liens of the Junior Secured Parties;

     (e) object to (i) the amount of the Senior Claims allowed or permitted to be asserted under any Bankruptcy Law or (ii) the extent to which the Senior Claims are deemed secured claims, including under §506(a) of the Bankruptcy Code;

     (f) oppose or object to any protection provided to the Senior Secured Parties, including any form of adequate protection under §362 or §363 of the Bankruptcy Code and the payment of amounts equal to interest and expenses allowed under §506(b) and (c) of the Bankruptcy Code to any Senior Secured Parties; or

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     (g) object to the treatment of the Senior Claims under a chapter 11 plan of reorganization under the Bankruptcy Code or similar plan or reorganization or arrangement under any other applicable Insolvency Proceeding, except on the grounds that the present value of all property received by the Senior Secured Parties exceeds the amount of the claims of the Senior Secured Parties in such Insolvency Proceeding.

     6.3 No Waiver by Senior Secured Parties. Nothing contained herein shall prohibit or in any way limit any Senior Secured Party from, with respect to the Senior Collateral, objecting in any Insolvency Proceeding (or otherwise) to any action taken by any Junior Secured Party, including the seeking by such Junior Secured Party of adequate protection with respect to such Collateral or the asserting by such Junior Secured Party of any of its rights and remedies under the Junior Documents (or otherwise) with respect to such Collateral.

     Section 7. Representations and Warranties

     Each party hereto represents and warrants as follows:

     (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement.

     (b) This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms.

     (c) The execution, delivery and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any governmental authority and (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of such party or any order of any governmental authority or any indenture, agreement or other instrument binding upon such party.

     Section 8. Indemnification; Expenses

     8.1 Indemnification. Each Secured Party (other than any Agent) agrees to indemnify each Agent and each of its Affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the Company), from and against such Secured Party’s ratable share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, such Agent or any of its Affiliates, directors, officers, employees, agents and advisors in any way relating to or arising out of this Agreement or the other Collateral Documents or any action taken or omitted by such Agent under this Agreement or the other Collateral Documents; provided, however, that no Secured Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s or such Affiliate’s gross negligence or willful misconduct.

     8.2 Expenses. Without limiting the foregoing, each Secured Party (other than any Agent) agrees to reimburse each Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including fees, expenses and disbursements of financial and legal

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advisors) incurred by such Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement or the other Collateral Documents, to the extent that such Agent is not reimbursed for such expenses by the Company or another Loan Party.

     Section 9. Release of Collateral

     9.1 At the request of the Company, the Collateral Agent shall, and each of the Representatives and the Secured Parties hereby authorizes and directs the Collateral Agent (without any further notice or consent to or of any Secured Party) to, promptly release (or, in the case of clause (b) or (e) below, release or subordinate as required by the holders of any Lien specified thereunder) any Lien held by the Collateral Agent for the benefit of the Secured Parties against any of the following:

     (a) all of the Collateral, and all Loan Parties, upon receipt of (i) a written notice from each of the Representatives that the Payment Obligations (as defined in each Credit Agreement) and the Noteholder Payment Obligations have been paid in full (or, in the case of the Indenture, that a legal defeasance or covenant defeasance has been effected thereunder or that the Indenture has been discharged in accordance with its terms) and (ii) a certificate of a Responsible Officer of the Company that (A) all Designated Eligible Obligations have been paid in full or have been Undesignated prior to or concurrently with the delivery of such certificate and (B) all other Secured Claims, if any, then due and payable have been paid in full; provided, however, that, if the Collateral Agent has received a notice to the contrary from any Secured Party with respect to its Secured Claims, such notice shall also have been withdrawn;

     (b) any part of the Collateral that is subject to a Lien permitted by Sections 11.3(a), (b), (c), (d), (e), (o) or (p) of the Credit Agreements;

     (c) any part of the Collateral sold or disposed of by a Loan Party if such sale or disposition is permitted by the Financing Documents (or pursuant to a valid waiver or consent to a transaction otherwise prohibited by the Financing Documents);

     (d) any Pledged Collateral that has been cancelled, replaced or repaid in accordance with the terms of the Financing Documents; and

     (e) any part of the Collateral, upon receipt of (i) a written instruction from the Multi-Currency Administrative Agent and the Term Loan Administrative Agent, acting jointly, to release or subordinate the Lien on such Collateral and (ii) a certificate of a Responsible Officer of the Company that such release or subordination is permitted by each of the Credit Agreements and the Indenture and that no Event of Default has occurred under the Indenture and is continuing thereunder; provided, however, that, in the case of this clause (e), if the Collateral Agent has received a Notice of Actionable Default from the Noteholder Representative, such notice shall also have been withdrawn.

     9.2 At the request of the Company, the Collateral Agent shall, and each of the Noteholder Representative and the Noteholder Secured Parties hereby authorizes and directs the Collateral Agent (without any further notice or consent to or of any Secured Party) to, (x) promptly confirm that it does not hold a Lien for the benefit of the Noteholder Secured Parties on any Other Excluded Assets (as defined in the Indenture); or (y) promptly release (or, in the case

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of clause (b) below, release or subordinate as required by the holders of any Lien specified thereunder) any Lien held by the Collateral Agent for the benefit of the Noteholder Secured Parties only (but not any Lien held by the Collateral Agent for the benefit any other Secured Parties unless such release or subordination is permitted under Section 9.1 above) against any of the following:

     (a) all of the Collateral, and all Loan Parties, upon receipt of a written notice from the Noteholder Representative that the Noteholder Payment Obligations have been paid in full (or that a legal defeasance or covenant defeasance has been effected under the Indenture or that the Indenture has been discharged in accordance with its terms); provided, however, that, if the Collateral Agent has received a notice to the contrary from any Noteholder Secured Party with respect to its Secured Claims, such notice shall also have been withdrawn; or

     (b) any part of the Collateral, upon receipt of a certificate of a Responsible Officer of the Company that such release or subordination is permitted by the Indenture and that no Event of Default has occurred under the Indenture and is continuing thereunder; provided, however, that, in the case of this clause (b), if the Collateral Agent has received a Notice of Actionable Default from the Noteholder Representative, such notice shall also have been withdrawn.

     9.3 Each of the Representatives and the Secured Parties hereby authorizes and directs the Collateral Agent to execute and deliver or file such termination and partial release statements and take such other actions as are reasonably necessary to release (or subordinate) Liens pursuant to this Section 9 promptly upon the effectiveness of any such release (or subordination). Each of the Agents and the Secured Parties hereby acknowledges and agrees that the Loan Parties may use the Collateral to the extent permitted under the Financing Documents. Each Representative hereby agrees to give the notice referred to in Section 9.1(a)(i) when the Payment Obligations (as defined in each Credit Agreement) and the Noteholder Payment Obligations, as applicable, have been paid in full.

     Section 10. Designated Eligible Obligations

     10.1 Designation/Revocation. From time to time, as long as (a) no Default or Event of Default has occurred and is continuing and (b) in the case of any Multi-Currency Designated Obligation, after giving effect to the designation thereof and any Designated Eligible Obligations Reserve to be established with respect thereto, the Available Multi-Currency Commitment is equal to or greater than zero, the Company may designate any obligation of the type defined as “Designated Eligible Obligations” in either Credit Agreement, and solely to the extent permitted therein, to be secured by the Collateral as either Multi-Currency Eligible Obligations or Term Loan Eligible Obligations (or change such designation without notice to or consent of any holder of such Designated Eligible Obligations) by delivery to the Collateral Agent (with a copy to each Administrative Agent) of a certificate of a Responsible Officer, substantially in the form attached hereto as Exhibit A or such other form reasonably satisfactory to the Administrative Agents (the “Certificate of Designation/Revocation”); provided, however, that a Person providing or maintaining Designated Eligible Obligations described in clauses (iii) or (iv) of the definition thereof that is not a Multicurrency Lender, a Term Loan Lender or an Affiliate of a Multicurrency Lender or a Term Loan Lender shall be reasonably acceptable to the Multi-Currency Administrative Agent or the Term Loan Administrative Agent, as applicable, as the administrative agent for the Secured Parties whose Collateral will secure such Designated Eligible Obligations on a first-priority basis. The Company may revoke such designation at any

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time by delivering to the Collateral Agent a subsequent Certificate of Designation/Revocation (with a copy to each Administrative Agent) and, immediately upon receipt by the Collateral Agent of such certificate, without notice to or consent of any holder of such Designated Eligible Obligation or any other Secured Claim, the applicable Designated Eligible Obligation shall become Undesignated and shall no longer constitute a “Designated Eligible Obligation,” a “Secured Obligation” or a “Secured Claim” for any purpose under any Collateral Document, whether or not any amounts or commitments are then outstanding in respect thereof and whether or not any other Secured Claims are being paid in full at such time. The Collateral Agent shall maintain a copy of each Certificate of Designation/Revocation received by it and a record of designations, revocations and the names and addresses of the representatives of the holders of the Designated Eligible Obligations stated therein, which record shall be conclusive and binding for all purposes, absent manifest error, and the Secured Parties may treat each Person whose name is recorded in such record as a holder of Designated Eligible Obligations for all purposes of this Agreement until such Designated Eligible Obligations are Undesignated. Upon request and at the expense of the Company or any Secured Party, the Collateral Agent shall provide a copy of such record to the Company or such Secured Party.

     10.2 Rights of Eligible Obligations Holders. The benefit of the Financing Documents and of the provisions of this Agreement relating to the Collateral shall extend to and be available in respect of any Secured Claim arising under any Designated Eligible Obligation solely on the condition and understanding, as among the Agents and all Secured Parties, that (a) the Designated Eligible Obligations shall be entitled to the benefit of the Financing Documents and the Collateral to the extent expressly set forth in this Agreement and the other Financing Documents and to such extent the Agents shall hold, and have the right and power to act with respect to, the Guaranty and the Collateral on behalf of and as agent for the holders of the Designated Eligible Obligations, but the Agents are otherwise acting solely as agents for the applicable Lenders and Issuing Lenders and shall have no fiduciary duty, duty of loyalty, duty of care, duty of disclosure or other obligation whatsoever to any holder of Designated Eligible Obligations, (b) all matters, acts and omissions relating in any manner to the Guaranty, the Collateral, or the omission, creation, perfection, priority, abandonment or release of any Lien on any asset of any Loan Party, shall be governed solely by the provisions of this Agreement and the other Financing Documents and no separate Lien, right, power or remedy with respect to the Loan Parties or any of their assets shall arise or exist in favor of any Secured Party under any separate instrument or agreement or in respect of any Designated Eligible Obligation, (c) each Secured Party shall be bound by all actions taken or omitted, in accordance with the provisions of this Agreement (including release of any or all of the Collateral pursuant to Section 9 and any amendments or waivers of any Financing Documents in accordance with Section 14.1 (or other applicable successor provision) of each Credit Agreement) and the other Financing Documents, by the applicable Agent and, to the extent required by the applicable Credit Agreement, the Required Lenders (as defined thereunder) (or such lesser percentage of the applicable Lenders required to direct, or consent to, such action as set forth herein or therein), each of whom shall be entitled to act at its sole discretion and exclusively in its own interest given its own Multi-Currency Commitments or Term Loan Commitments, as the case may be, and its own interest in the Payment Obligations (as defined in the applicable Credit Agreement) owing to it arising under this Agreement or the other Financing Documents, without any duty or liability to any other Secured Party or as to any Designated Eligible Obligation and without regard to whether any Designated Eligible Obligation remains outstanding or is deprived of the benefit of the Collateral or becomes unsecured or is otherwise affected or put in jeopardy thereby, (d) no holder of Designated Eligible Obligations and no other Secured Party (except the Agents and the Lenders to the extent set forth in this Agreement) shall have any right to be notified of, or to direct, require

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or be heard with respect to, any action taken or omitted in respect of the Collateral or under this Agreement or the Financing Documents (including any release or amendment referred to above) and (e) no holder of any Designated Eligible Obligation shall exercise any right of setoff, banker’s lien or similar right with respect to the Collateral without the consent of the Administrative Agents.

     Section 11. Acknowledgements and Consents

     11.1 Reliance by Senior Secured Parties. The consent by the Senior Secured Parties to the execution and delivery of the Junior Documents and the grant of a Junior Lien on the Senior Collateral and all loans and other extensions of credit made or deemed made on and after the date hereof by the Senior Secured Parties to the Borrowers (as defined in the Existing Credit Agreement) or the Company, as applicable, shall be deemed to have been given and made in reliance upon this Agreement.

     11.2 Independent Analysis. The Junior Agent, on behalf of each Junior Secured Party (other than the Junior Agent), acknowledges that each Junior Secured Party (other than the Junior Agent) has, independently and without reliance on the Senior Agent or any Senior Secured Party, and based on documents and information deemed by it appropriate, made its own credit analysis and decision to enter into this Agreement, the Junior Documents, and the transactions contemplated hereby and thereby and agrees that it will continue to make its own credit decision in taking or not taking any action under the Junior Documents or this Agreement.

     11.3 No Warranties or Liability. The Junior Agent, on behalf of each Junior Secured Party (other than the Junior Agent), acknowledges and agrees that:

     (a) no Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any Senior Document;

     (b) the Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit to the Borrowers (as defined in the Existing Credit Agreement) or the Company, as applicable, as they may, in their sole discretion, deem appropriate and without regard to any rights or interests that any Junior Secured Party may have in the Senior Collateral or otherwise, except as otherwise provided in this Agreement or under applicable law; and

     (c) no Senior Secured Party shall have any duty to any Junior Secured Party to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Loan Party (including the Junior Documents), regardless of any knowledge thereof which they may have or be charged with.

     11.4 No Waiver of Lien Priorities.

     (a) No right of any Senior Secured Party to enforce any provision of this Agreement shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Loan Party or by any act or failure to act by any Senior Secured Party, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of

22

the Senior Documents or any of the Junior Documents, regardless of any knowledge thereof which any Senior Secured Party may have or be otherwise charged with.

          (b) Without in any way limiting the generality of the foregoing clause (a) (except as set forth in any Financing Document), each Senior Secured Party, may, at any time and from time to time, without the consent of, or notice to, any Junior Secured Party, without incurring any liability to any Junior Secured Party and without impairing or releasing the lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of any Junior Secured Party is affected, impaired or extinguished thereby) do any one or more of the following:

     (i) change the manner, place or terms of payment or change or extend the time of payment of, or renew, exchange, amend, increase or alter, the terms of any Senior Claim, any Lien in respect of any Senior Collateral, any guaranty of any Senior Claim, or any liability of any Loan Party incurred directly or indirectly in respect of any of the foregoing (including any increase in or extension of the Senior Claims, without any restriction as to the amount, tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner the Senior Claims, any Liens held by the Senior Agent, the Senior Secured Parties, or any of the Senior Documents;

     (ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Senior Collateral or any liability of any Loan Party to the Senior Agent or any Senior Secured Party, or any liability incurred directly or indirectly in respect thereof;

     (iii) settle or compromise any Senior Claim or any other liability of any Loan Party or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the Senior Claims) in any manner or order; and

     (iv) exercise or delay in or refrain from exercising any right or remedy against any security or any Loan Party or any other Person, elect any remedy and otherwise deal freely with the Loan Parties, the Senior Collateral and any security, any guarantor or any liability of any Loan Party to any Senior Secured Party, or any liability incurred directly or indirectly, in respect of the foregoing.

          (c) The Junior Agent, on behalf of each Junior Secured Party, also agrees that no Senior Secured Party shall have any duty or liability to any Junior Secured Party, and the Junior Agent, on behalf of each Junior Secured Party, hereby waives all claims against each Senior Secured Party arising out of any and all actions which any Senior Secured Party may take or permit or omit to take with respect to: (i) the Senior Documents, (ii) the collection of the Senior Claims, (iii) the foreclosure upon, or sale, liquidation or other disposition of, the Senior Collateral, (iv) the release of any Lien in respect of any Senior Collateral, or (v) the maintenance or preservation of the Senior Collateral, the Senior Claims or otherwise.

          (d) The Junior Agent, on behalf of each Junior Secured Party, in respect of any Collateral agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under

23

applicable law or any other similar rights a junior secured creditor may have under applicable law in respect of such Collateral.

     11.5 Obligations Unconditional. All rights, interests, agreements and obligations hereunder of the Senior Agent and the Senior Secured Parties in respect of any Collateral and the Junior Agent and the Junior Secured Parties in respect of such Collateral shall remain in full force and effect regardless of:

     (a) any lack of validity or enforceability of any Senior Document or any Junior Document and regardless of whether the Liens of the Senior Agent and Senior Secured Parties are not perfected or are voidable for any reason;

     (b) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Claims or Junior Claims, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Document or any Junior Document;

     (c) any exchange, release or lack of perfection of any Lien on any Collateral or any other asset, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior Claims or Junior Claims or any guarantee thereof;

     (d) the commencement of any Insolvency Proceeding in respect of any Loan Party; or

     (e) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of any Secured Claim or of any Junior Secured Party in respect of this Agreement.

     11.6 Attorney-in-Fact. The Junior Agent, on behalf of each Junior Secured Party, in respect of any Collateral hereby irrevocably constitutes and appoints the Senior Agent or the Controlling Agent, as the case may be, in respect of such Collateral and any officer or agent (including the Collateral Agent) of such Senior Agent or Controlling Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Junior Agent or such holder or in such Senior Agent’s or Controlling Agent’s own name, from time to time in such Senior Agent’s or Controlling Agent’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, including any financing statements, endorsements or other instruments or transfer or release. Notwithstanding the grant of the foregoing power of attorney, nothing in this Section 11.6 is intended to in any way relieve any Loan Party of its obligations to comply with requirements of law or applicable obligations with respect to the release of Collateral under any Collateral Document.

     11.7 Consent of Loan Parties. Each Loan Party hereby consents to the provisions of this Agreement and the intercreditor arrangements provided for herein and agrees that the obligations of the Loan Parties under any Senior Document, Junior Document, Financing Document or other Collateral Document shall not in any way be diminished or otherwise affected by such provisions or arrangements. All references to any Loan Party shall include reference to such Loan Party as a debtor and debtor in possession and any receiver or trustee for such Loan

24

Party in any Insolvency Proceeding. Each Loan Party hereby agrees that, if, pursuant to Section 10.10 (Additional Guaranties) (or other applicable successor provision) of the Existing Credit Agreement or the Term Loan Agreement or Section 4.14 of the Indenture, as applicable, the Company shall be required to cause any Subsidiary that is not a Loan Party to become a Loan Party, or if for any reason the Company desires any such Subsidiary to become a Loan Party, such Subsidiary shall execute and deliver to the Collateral Agent an Intercreditor Supplement in substantially the form of Exhibit C (Intercreditor Supplement) attached hereto and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Loan Party party hereto on the Closing Date.

     Section 12. Miscellaneous

     12.1 Conflicts. Except as expressly provided herein, in the event of any conflict between the provisions of this Agreement and the provisions of the Collateral Documents, the provisions of this Agreement shall govern.

     12.2 Continuing Nature. This Agreement shall continue to be effective until the payment in full of all Secured Claims. This is a continuing agreement of lien subordination and the Senior Secured Parties may continue, at any time and without notice to any Junior Secured Party, to extend credit and other financial accommodations and lend monies constituting Senior Claims on the faith hereof. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency Proceeding.

     12.3 Amendments; Waivers. Except as set forth in Section 5.1, no amendment, modification or waiver of any provision of this Agreement shall be deemed to be made unless the same (a) shall be in writing signed by each Agent and (b) shall have been approved by the Required Secured Parties (other than any amendments or modifications requested by any successor Collateral Agent not adversely affecting the Secured Parties) pursuant to Section 14.1 of each Credit Agreement and Article 9 of the Indenture; provided, however, that, in the case of clauses (a) and (b) above, any such amendment, modification or waiver shall not require the approval, consent or signature of the Noteholder Representative or any other Noteholder if the Company shall have delivered to each Agent a certificate of a Responsible Officer of the Company that such amendment, modification or waiver does not adversely affect the Noteholders or is otherwise permitted by the Indenture without any such approval, consent or signature. Notwithstanding anything to the contrary, the consent of any Loan Party shall not be required for amendments, modifications or waivers of the provisions of this Agreement, except that the Company’s consent shall be required for those that (i) affect any obligation or right of any Loan Party hereunder or that would impose any additional obligations on any Loan Party (including such changes under Section 10 or this Section 12.3), (ii) change the ability of any Collateral Agent to release Collateral pursuant to Section 9, (iii) change the rights of the Loan Parties to make payments in respect of any Secured Claims (except with respect to proceeds of Collateral while a Notice of Actionable Default is pending) or (iv) adversely affect the rights of the holders of Multi-Currency Eligible Obligations in relation to those of the Multi-Currency Lenders or the rights of the holders of Term Loan Eligible Obligations in relation to those of the Term Loan Lenders. In the case of a waiver of any provision of this Agreement, such waiver shall be effective only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties in any other respect or at any other time. The Representatives shall notify the Company of any amendment, modification or waiver effected hereunder; provided, however, that the failure of any Representative to deliver such notice shall not render any such amendment, modification or

25

waiver ineffective. Notwithstanding anything to the contrary herein, the consent of any holder of any Designated Eligible Obligation shall not be required for amendments, modifications or waivers of the provisions of this Agreement to which the Company has consented, whether or not such amendments, modifications or waivers adversely affect the rights of such holder. In the event that the Senior Agent, the Controlling Agent or the requisite Senior Secured Parties and the relevant Loan Parties enter into any amendment, modification, waiver or consent in respect of any of the Security Documents (other than this Agreement), then, so long as such amendment, modification, waiver or consent does not contravene any provision of this Agreement, such amendment, modification, waiver or consent shall apply automatically to the corresponding provisions of the comparable Junior Document, in each case, without requiring the consent or any other action of any Junior Secured Party, the Junior Agent or any Loan Party. No Junior Document may be amended, supplemented or otherwise modified, and no new Junior Document may be entered into, in each case, if the effect of any such amendment, supplement, modification or new Junior Document is prohibited pursuant to this Agreement.

     12.4 Consent to Jurisdiction; Waiver of Trial by Jury.

     (a) Any legal action or proceeding with respect to this Agreement or any other Collateral Document may be brought in the courts of the State of New York located in the City of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

     (b) Each party hereto hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Agreement or any other Financing Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such party at its address specified in Section 12.5 (Notices). Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

     (c) Nothing contained in this Section 12.4 shall affect the right of any Agent or any Secured Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company or any other Loan Party in any other jurisdiction.

     (d) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT.

     (e) The obligations of each Loan Party in respect of any Secured Obligation (as defined in the Pledge and Security Agreement) 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 Section 6.4 of the Existing Credit Agreement) 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

26

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 Loan Party 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 Loan Party, such excess.

     12.5 Notices. Any notice or other communication herein required or permitted to be given to (a) any party hereto that is also a party to the Existing Credit Agreement or the Term Loan Agreement shall be made in accordance with Section 14.2 (or other applicable successor provision) of such Credit Agreement, (b) any party hereto that is also a party to the Indenture shall be made in accordance with Section 13.02 (or other applicable successor provision) of the Indenture and (b) any holder of Designated Eligible Obligation at the address specified in the Certificate of Designation/Revocation or such other address as shall be notified in writing to the Representatives and the Collateral Agent.

     12.6 Governing Law. This Agreement has been delivered and accepted at and shall be deemed to have been made at New York, New York and shall be interpreted, and the rights and liabilities of the parties bound hereby determined, in accordance with the laws of the State of New York.

     12.7 Specific Performance. Each of the Agents and the Secured Parties may demand specific performance of this Agreement. The Senior Agent, on behalf of each Senior Secured Party, and the Junior Agent, on behalf of each Junior Secured Party, hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any Agent or Secured Party.

     12.8 Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement.

     12.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same document. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document.

     12.10 No Third Party Beneficiaries. This Agreement shall be binding upon, and the rights and benefits hereof shall inure to the benefit of, the Secured Parties and each of their respective permitted successors and assigns and, to the extent applicable, the Loan Parties and their respective permitted successors and assigns. No other Person shall have or be entitled to assert rights or benefits hereunder. Each Loan Party shall cause each of its Subsidiaries, to the extent applicable, to comply with the terms of this Agreement.

     12.11 Further Assurances. Each of the Loan Parties and the Junior Agent, on behalf of each Junior Secured Party, agrees that each such Person shall, at the Loan Parties’

27

expense, take such further action and execute and deliver to the Agents and the Senior Agent, on behalf of each Senior Secured Party, such additional documents and instruments (in recordable form, if requested), in each case, as the Senior Agent, the Controlling Agent or the Collateral Agent may reasonably request to effectuate the terms of this Agreement.

[Signature Pages Follow]

28

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

Revlon Consumer Products Corporation
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Senior Vice President, Deputy General Counsel and Secretary
Revlon, Inc.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Senior Vice President, Deputy General Counsel and Secretary
Almay, Inc.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Charles of the Ritz Group Ltd.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Charles Revson Inc.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Cosmetics & More Inc.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary

[Signature Page To Second Amended And Restated Intercreditor Agreement]

North America Revsale Inc.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
PPI Two Corporation
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon Consumer Corp.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon Development Corp.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon Government Sales, Inc.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon International Corporation
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon Products Corp.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary

[Signature Page to Second Amended and Restated Intercreditor Agreement]

Revlon Real Estate Corporation
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
RIROS Corporation,
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
RIROS Group Inc.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon International Corporation (UK Branch)
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon Australia Pty Limited
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Attorney in Fact
Europeénne de Produits de Beauté, S.A.S.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Attorney in Fact
Revlon S.p.A.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Director

[Signature Page to Second Amended and Restated Intercreditor Agreement]

SIGNED, SEALED and DELIVERED	)
by           ,		)		/s/ Michael T. Sheehan
the lawful attorney of		)	L. S.
REVLON (HONG KONG) LIMITED,	)			Director and Vice President
a Local Borrowing Subsidiary	)
in the presence of :		)

Witness’s signature	/s/ Tanyika E. Hamilton
Witness’s name	Tanyika E. Hamilton
Occupation	Executive Assistant

[Signature Page to Second Amended and Restated Intercreditor Agreement]

CITICORP USA, INC., as Term Loan Administrative Agent
By:	/s/ Caesar W. Wyszomirski
	Name:	Caesar W. Wyszomirski
	Title:	Director
CITICORP USA, INC., as Multi-Currency Administrative Agent
By:	/s/ Caesar W. Wyszomirski
	Name:	Caesar W. Wyszomirski
	Title:	Director
CITICORP USA, INC., as Collateral Agent
By:	/s/ Caesar W. Wyszomirski
	Name:	Caesar W. Wyszomirski
	Title:	Director
U.S. BANK NATIONAL ASSOCIATION, as Noteholder Representative
By:	/s/ Richard Prokosch
	Name:	Richard Prokosch
	Title:	Vice President

[Signature Page to Second Amended and Restated Intercreditor Agreement]

Exhibit A

Form of
Certificate of Designation/Revocation

Revlon Consumer Products Corporation
Certificate of Designation

                                                             , 20                     

Citicorp USA, Inc.,
as Collateral Agent
388 Greenwich Street
New York, NY 10013

     Pursuant to the provisions of the Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of November 23, 2009, by and among Citicorp USA, Inc. (“Citicorp”), as administrative agent for the Multi-Currency Lenders and Issuing Lenders, Citicorp, as administrative agent for the Term Loan Lenders, U.S. Bank National Association, as trustee for the Noteholders, Citicorp, as collateral agent for the Secured Parties, Revlon, Inc. (“Revlon”), Revlon Consumer Products Corporation (the “Company”), and each other Loan Party (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”; capitalized terms used herein and not otherwise defined herein are used herein as defined in the Intercreditor Agreement), the undersigned, a Responsible Officer of the Company, hereby certifies and represents and warrants on behalf of the Loan Parties as follows:

1. The below referenced agreement is hereby designated as a Designated Eligible Obligation:

	Principal/
Agreement	Notional Amount	Maturity Date

2. The above referenced agreement is hereby designated to be:

o Term Loan Eligible Obligations

o Multi-Currency Eligible Obligations

3. Copies of each of the Intercreditor Agreement and the Pledge and Security Agreement have been delivered to the holders of the Designated Eligible Obligations designated herein, or their representative, prior to the date hereof or concurrently herewith.

4.

In the case of any designation of Multi-Currency Eligible Obligations hereunder, after giving effect to such designation and any Designated Eligible Obligations Reserve to be established with respect thereto (of which the Multi-Currency Administrative Agent has notified the Company, at its request, prior to or concurrently herewith), the Available Multi-Currency Commitment will be equal to $                     (greater than or equal to zero).

5.

As of the date hereof, no Default or Event of Default has occurred and is continuing.

     In witness whereof, the undersigned has caused this Certificate of Designation to be duly executed and delivered as of                                                              , 20                     .

By:
	Name:
	Title:

Revlon Consumer Products Corporation
Certificate of Revocation

     The Company hereby revokes the designation of the above referenced Designated Eligible Obligation.

     In witness whereof, the undersigned, a Responsible Officer of the Company, has caused this Certificate of Revocation to be duly executed and delivered as of ___ ___, 20___.

By:
	Name:
	Title:

2

Exhibit B

Form of
Notice of Actionable Default

                                                             , 20                     

Citicorp USA, Inc.,
as Collateral Agent
388 Greenwich Street
New York, NY 10013

     Pursuant to the provisions of the Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of November 23, 2009, by and among Citicorp USA, Inc. (“Citicorp”), as administrative agent for the Multi-Currency Lenders and Issuing Lenders, Citicorp, as administrative agent for the Term Loan Lenders, U.S. Bank National Association, as trustee for the Noteholders, Citicorp, as collateral agent for the Secured Parties, Revlon, Inc. (“Revlon”), Revlon Consumer Products Corporation (the “Company”), and each other Loan Party (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”; capitalized terms used herein and not otherwise defined herein are used herein as defined in the Intercreditor Agreement), the undersigned, a Responsible Officer of the [[Multi-Currency] [Term Loan] Administrative Agent][Noteholder Representative], hereby certifies that an Event of Default has occurred and is continuing under the [Credit Agreement] [Indenture]and that any required notice thereof has been given and any grace periods provided for therein have expired.

[Citicorp USA, Inc.,
as [Multi-Currency] [Term Loan] Administrative Agent]
[U.S. Bank National Association,
as Noteholder Representative]
By:
	Name:
	Title:

Accepted and Agreed
as of the date first above written:
Citicorp USA, Inc.,
as Collateral Agent
By:
	Name:
	Title:

3

Exhibit C

Form of Intercreditor Supplement

     The undersigned hereby agrees to be bound as a Loan Party for purposes of the Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of November 23, 2009 (the “Intercreditor Agreement”), by and among Citicorp USA, Inc. (“Citicorp”), as administrative agent for the Multi-Currency Lenders and Issuing Lenders, Citicorp, as administrative agent for the Term Loan Lenders, U.S. Bank National Association, as trustee for the Noteholders, Citicorp, as collateral agent for the Secured Parties, Revlon, Inc. (“Revlon”), Revlon Consumer Products Corporation (the “Company”), and each other Loan Party, and the undersigned hereby acknowledges receipt of a copy of the Intercreditor Agreement. The undersigned hereby represents and warrants that each of the representations and warranties contained in Section 7 (Representations and Warranties) of the Intercreditor Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date. Capitalized terms used herein but not defined herein are used with the meanings given them in the Intercreditor Agreement.

     In witness whereof, the undersigned has caused this Intercreditor Supplement to be duly executed and delivered as of                                         ,                     .

[Name of Subsidiary Guarantor]
By:
	Name:
	Title:

Accepted and Agreed

as of the date first above written:

Citicorp USA, Inc.,

as Collateral Agent

By:

Name:

Title:

4

EX-4.20

Exhibit 4.20

Exhibit A
to
Term Loan Agreement

Form of Term Loan Note

Lender: [Name of Lender]	New York, New York
Principal Amount: [$                     ]	December 20, 2006

          For value received, the undersigned, Revlon Consumer Products Corporation, a Delaware corporation (the “Company”), hereby promises to pay to the order of the Lender set forth above (the “Lender”) the Principal Amount set forth above, or, if less, the aggregate unpaid principal amount of the Term Loan (as defined in the Term Loan Agreement referred to below) of the Lender to the Company, payable at such times, and in such amounts, as are specified in the Term Loan Agreement.

          The Company promises to pay interest on the unpaid principal amount of such Term Loan from the date made until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Term Loan Agreement.

          Both principal and interest are payable in Dollars to Citicorp USA, Inc. (“Citicorp”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), at 388 Greenwich Street, New York New York 10013, in immediately available funds.

          This Note is one of the Term Loan Notes referred to in, and is entitled to the benefits of, the Term Loan Agreement, dated as of December 20, 2006 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among the Company, the Lenders party thereto, the Administrative Agent, Citicorp, as collateral agent for the Secured Parties, and JPMorgan Chase Bank, N.A., as syndication agent. Capitalized terms used herein and not defined herein are used herein as defined in the Term Loan Agreement.

          The Term Loan Agreement, among other things, (a) provides for the making of a Term Loan by the Lender to the Company in an aggregate amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Company resulting from such Term Loan being evidenced by this Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

          This Note is entitled to the benefits of the Guaranty and is secured as provided in the Security Documents.

          Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Company.

          This Note shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

A-1

          In witness whereof, the Company has caused this Note to be executed and delivered by its duly authorized officer as of the day and year and at the place set forth above.

Revlon Consumer Products Corporation
By:
	Name:
	Title:

[Signature Page from Term Loan Note of Revlon Consumer Products Corporation]

EX-4.21

Exhibit 4.21

This Term Loan Guaranty is subject to the terms and provisions of the Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of December 20, 2006 (as such agreement may be amended, amended and restated, supplemented or otherwise modified from time, the “Intercreditor Agreement”), among Citicorp USA, Inc., as administrative agent for the Multi-Currency Lenders and Issuing Lenders, Citicorp USA, Inc., as administrative agent for the Lenders, Citicorp USA, Inc., as collateral agent for the Secured Parties, Revlon, Inc., Revlon Consumer Products Corporation and each other Guarantor.

Term Loan Guaranty

     Term Loan Guaranty (this “Guaranty”), dated as of December 20, 2006, by Revlon, Inc. (the “Parent”), Revlon Consumer Products Corporation (the “Company”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 23 (Additional Guarantors) hereof (each a “Subsidiary Guarantor” and, together with the Parent and the Company, collectively, the “Guarantors” and individually a “Guarantor”), in favor of Citicorp USA, Inc. (“Citicorp”), as the collateral agent for the Secured Parties (the “Collateral Agent”, and together with the other Secured Parties each a “Guarantied Party” and, collectively, the “Guarantied Parties”).

W i t n e s s e t h:

     Whereas, pursuant to the Term Loan Agreement dated as of December 20, 2006 (together with all appendices, exhibits and schedules thereto and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”; capitalized terms defined therein and used herein having the meanings given to them in the Term Loan Agreement) among the Company, the Lenders party thereto, Citicorp, as administrative agent for the Lenders, and the Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Company upon the terms and subject to the conditions set forth therein;

     Whereas, the Parent is the sole shareholder of the Company and each Subsidiary Guarantor is a direct or indirect Subsidiary of the Company;

     Whereas, each Guarantor will receive substantial direct and indirect benefits from the making of the Loans and the granting of the other financial accommodations to the Company under the Term Loan Agreement; and

     Whereas, a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Company under the Term Loan Agreement is that the Guarantors shall have executed and delivered this Guaranty for the benefit of the Guarantied Parties;

     Now, Therefore, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     Section 1 Guaranty

     (a) To induce the Lenders to make the Loans:

          (i) Each Guarantor, other than the Company, hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the (x) Payment Obligations and (y) Designated Eligible Obligations, in each case, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Obligor (as defined below), whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and not of collection.

          (ii) The Company, as a Guarantor, hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the Designated Eligible Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Obligor (as defined below), whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and not of collection.

     For purposes of this Guaranty, (a) the term “Obligations” shall mean (i) in the case of the Company, the Designated Eligible Obligations and (ii) in the case of each other Guarantor, the Payment Obligations and the Designated Eligible Obligations (other than any Designated Eligible Obligations of such Guarantor), and (b) the term “Obligor” shall mean (i) in the case of Payment Obligations, the Company and (ii) in the case of any Designated Eligible Obligations, the Company or any Subsidiary of the Company that is obligated thereunder. “Pay in full,” “paid in full” or “payment in full” shall mean, with respect to the Obligations, the payment in full in cash of the principal of, accrued (but unpaid) interest and premium, if any, on all such Obligations after or concurrently with termination of all Term Loan Commitments thereunder and payment in full in cash of any other Obligations that are due and payable at or prior to the time such principal and interest are paid.

     (b) Each Guarantor further agrees that, if (i) any payment made by any Obligor that is applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or (ii) the proceeds of Collateral that are applied to the Obligations are required to be returned by any Guarantied Party to such Obligor, its estate, trustee, receiver or any other party, including any Guarantor, under any bankruptcy law, equitable cause or any other Requirement of Law, then, to the extent of such amount required to be refunded, repaid or returned, any such Guarantor’s liability hereunder (and any Lien or other Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment or proceeds had never been made or received. If, prior to any of the foregoing, this Guaranty shall have been cancelled or surrendered (and if any Lien or other Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien or other Collateral) shall be reinstated in full force and effect, and such prior

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cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Guarantor in respect of the amount of such payment (or any Lien or other Collateral securing such obligation).

     Section 2 Limitation of Guaranty

     Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount of the Obligations for which any Subsidiary Guarantor shall be liable shall not exceed the maximum amount for which such Subsidiary Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Subsidiary Guarantor, subject to avoidance under applicable law relating to fraudulent conveyance or fraudulent transfer (including Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law) (collectively, “Fraudulent Transfer Laws”), in each case after giving effect (a) to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to any Obligor to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder) and (b) to the value as assets of such Subsidiary Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Subsidiary Guarantor pursuant to (i) applicable Requirements of Law, (ii) Section 3 (Contribution) of this Guaranty or (iii) any other Contractual Obligations providing for an equitable allocation among such Subsidiary Guarantor and other Subsidiaries or Affiliates of the Company of obligations arising under this Guaranty or other guaranties of the Obligations by such parties.

     Section 3 Contribution

     To the extent that any Subsidiary Guarantor shall be required hereunder to pay a portion of the Obligations exceeding the greater of (a) the amount of the economic benefit actually received by such Subsidiary Guarantor from the Loans and (b) the amount such Subsidiary Guarantor would otherwise have paid if such Subsidiary Guarantor had paid the aggregate amount of the Obligations (excluding the amount thereof repaid by the Obligors in the same proportion as such Subsidiary Guarantor’s net worth at the date enforcement is sought hereunder bears to the aggregate net worth of all the Subsidiary Guarantors at the date enforcement is sought hereunder), then such Guarantor shall be reimbursed by such other Subsidiary Guarantors for the amount of such excess, pro rata, based on the respective net worths of such other Subsidiary Guarantors at the date enforcement hereunder is sought.

     Section 4 Authorization; Other Agreements

     The Guarantied Parties are hereby authorized, without notice to, or demand upon, any Guarantor, which notice and demand requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to do each of the following:

     (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including the other Loan Documents) now or hereafter executed by the Obligors and delivered to

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the Guarantied Parties or any of them, including any increase or decrease of principal or the rate of interest thereon (it being understood that no such supplement, renewal, extension, acceleration, change, modification or amendment relating to the Obligations, or such agreement, document or instrument, shall be effective, except in accordance with the terms thereof);

     (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Obligors and delivered to the Guarantied Parties or any of them;

     (c) accept partial payments on the Obligations;

     (d) receive, take and hold additional security or collateral for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral;

     (e) settle, release, compromise, collect or otherwise liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner;

     (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations or any part of them and otherwise deal with any Obligor or any other guarantor, maker or endorser;

     (g) apply to the Obligations any payment or recovery (x) from any Obligor, from any other guarantor, maker or endorser of the Obligations or any part of them or (y) from any Guarantor in such order as provided herein, in each case whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others;

     (h) apply to the Obligations any payment or recovery from any Guarantor of the Obligations or any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the Obligations; and

     (i) refund at any time any payment received by any Guarantied Party in respect of any Obligation, and payment to such Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations);

even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Obligations that impairs any subrogation, reimbursement or other right of such Guarantor).

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     Section 5 Guaranty Absolute and Unconditional

     Each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Guaranty are absolute and unconditional and shall not be discharged or otherwise affected as a result of any of the following:

     (a) the invalidity or unenforceability of any Obligor’s obligations under the Term Loan Agreement or any other Loan Document or any other agreement or instrument relating thereto, or any security for, or other guaranty of the Obligations or any part of them, or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations or any part of them;

     (b) the absence of any attempt to collect the Obligations or any part of them from the Obligors or other action to enforce the same;

     (c) failure by any Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights to, any Collateral;

     (d) any Guarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;

     (e) any borrowing or grant of a Lien by any Obligor, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code;

     (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations;

     (g) any use of cash collateral under Section 363 of the Bankruptcy Code;

     (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding;

     (i) the avoidance of any Lien in favor of the Guarantied Parties or any of them for any reason;

     (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Obligor, any Guarantor or any of the Company’s other Subsidiaries, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest thereon) in or as a result of any such proceeding;

     (k) failure by any Guarantied Party to file or enforce a claim against any Obligor or its estate in any bankruptcy or insolvency case or proceeding;

     (l) any action taken by any Guarantied Party if such action is authorized hereby;

     (m) any election following the occurrence of an Event of Default by any Guarantied Party to proceed separately against the personal property Collateral in accordance

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with such Guarantied Party’s rights under the UCC or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with such Guarantied Party’s rights with respect to such real property; or

     (n) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor or any other obligor on any obligations, other than the payment in full of the Obligations.

     Section 6 Waivers

     Each Guarantor hereby waives diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of any Obligor. Each Guarantor shall not, until the Obligations are paid in full, assert any claim or counterclaim it may have against any Obligor or set off any of its obligations to such Obligor against any obligations of such Obligor to it. In connection with the foregoing, each Guarantor covenants that its obligations hereunder shall not be discharged, except by payment in full of the Obligations. Without limiting any of the foregoing, each Guarantied Party agrees that prompt notice, to the extent required under any Loan Document, shall be given to the relevant Guarantor; provided, however, that failure to provide such notice shall not have any effect on any of the rights and remedies of the Guarantied Parties, or the duties and obligations of the Guarantors, hereunder.

     Section 7 Reliance

     Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Obligors and any endorser and other guarantor of all or any part of the Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, or any part thereof, that diligent inquiry would reveal, and each Guarantor hereby agrees that no Guarantied Party shall have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event any Guarantied Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Guarantor, such Guarantied Party shall be under no obligation (a) to undertake any investigation not a part of its regular business routine, (b) to disclose any information that such Guarantied Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) to make any other or future disclosures of such information or any other information to any Guarantor.

     Section 8 Waiver of Subrogation and Contribution Rights

     Until the Obligations have been paid in full, the Guarantors shall not enforce or otherwise exercise any right of subrogation to any of the rights of the Guarantied Parties or any part of them against any Obligor or any right of reimbursement or contribution or similar right against any Obligor by reason of this Guaranty or by any payment made by any Guarantor in respect of the Obligations.

     Section 9 Subordination

     Each Guarantor hereby agrees that any Indebtedness of any Obligor now or hereafter owing to any Guarantor, whether heretofore, now or hereafter created (the “Guarantor Subordinated Debt”), is hereby subordinated to all of the Obligations to the extent set forth in this

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Section 9. From and after the receipt by the Collateral Agent of a Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable Default, the Guarantor Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full and this Guaranty is terminated and of no further force or effect. No Guarantor shall accept any payment of or on account of any Guarantor Subordinated Debt at any time in contravention of the foregoing or the Term Loan Agreement. From and after the receipt by the Collateral Agent of a Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable Default, each Obligor shall pay to the Collateral Agent any payment of all or any part of the Guarantor Subordinated Debt and any amount so paid to the Collateral Agent shall be applied to payment of the Obligations as provided in the Intercreditor Agreement. Each payment on the Guarantor Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such Guarantor as trustee for the Guarantied Parties and shall be paid over to the Collateral Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Guarantor’s liability hereof. Each Guarantor agrees to file all claims against any Obligor in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Guarantor Subordinated Debt, and the Collateral Agent shall be entitled to all of such Guarantor’s rights thereunder. If for any reason a Guarantor fails to file such claim at least ten Business Days prior to the last date on which such claim should be filed, such Guarantor hereby irrevocably appoints the Collateral Agent as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in such Guarantor’s name to file such claim or, in the Collateral Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Collateral Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Collateral Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Guarantor hereby assigns to the Collateral Agent all of such Guarantor’s rights to any payments or distributions to which such Guarantor otherwise would be entitled. If the amount so paid is greater than such Guarantor’s liability hereunder, the Collateral Agent shall pay the excess amount to the party entitled thereto. In addition, each Guarantor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact to exercise all of such Guarantor’s voting rights (other than in its capacity as a debtor or a debtor in possession) in connection with any bankruptcy proceeding or any plan for the reorganization of any Obligor.

     Section 10 Default; Remedies

     The obligations of each Guarantor hereunder are independent of and separate from the Obligations. If any Obligation is not paid when due, or upon any Event of Default or upon any default by any Obligor as provided in any other instrument or document evidencing all or any part of the Obligations, the Collateral Agent may, at its sole election (subject to the Intercreditor Agreement), proceed directly and at once, without notice, against any Guarantor to collect and recover the full amount or any portion of the Obligations then due, without first proceeding against such Obligor or any other guarantor of the Obligations, or against any Collateral under the Loan Documents or joining such Obligor or any other guarantor in any proceeding against any Guarantor.

     Section 11 Irrevocability; Termination

     This Guaranty shall be irrevocable as to the Obligations (or any part thereof) until the Term Loan Commitments have been terminated and all monetary Obligations then outstanding have been irrevocably paid in full, at which time this Guaranty shall automatically be cancelled. Upon such cancellation and at the written request of any Guarantor or its successors or assigns, and at the cost and expense of such Guarantor or its successors or assigns, the Collateral

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Agent shall execute in a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements as are necessary or desirable to evidence the termination of this Guaranty. At the request and sole expense of the Company, to the extent any Guarantor is released under Section 7.12(b) of the Pledge and Security Agreement, such Guarantor shall be released from its obligations hereunder.

     Section 12 Setoff

     Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default and acceleration of the Payment Obligations, each Guarantied Party and each Affiliate of a Guarantied Party may, regardless of the acceptance of any security or collateral for the payment hereof, setoff and apply toward the payment of all or any part of the Obligations (a) any indebtedness due or to become due from such Guarantied Party or Affiliate to such Guarantor and (b) any moneys, credits or other property belonging to such Guarantor, at any time held by, or coming into, the possession of such Guarantied Party or Affiliate. Each Guarantied Party agrees that prompt notice of any such setoff will be given to the relevant Guarantor; provided, however, that failure to provide such notice shall not have any effect on the rights and remedies of the Guarantied Parties, or the duties and obligations of the Guarantors, hereunder or the validity of such setoff.

     Section 13 No Marshalling

     Each Guarantor consents and agrees that no Guarantied Party or Person acting for or on behalf of any Guarantied Party shall be under any obligation to marshal any assets in favor of any Guarantor or against or in payment of any or all of the Obligations.

     Section 14 Enforcement; Amendments; Waivers

     No delay on the part of any Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Term Loan Agreement, any other Loan Document or otherwise with respect to all or any part of the Obligations, the Collateral or any other guaranty of or security for all or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any provision of this Guaranty shall be binding upon any Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the Administrative Agent and the Collateral Agent (in accordance with Section 14.1 of the Term Loan Agreement). Failure by any Guarantied Party at any time hereafter to require strict performance by any Obligor, any Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any provision, warranty, term or condition contained in any Loan Document now or at any time hereafter executed by any such Persons and delivered to any Guarantied Party shall not waive, affect or diminish any right of any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of any Guarantied Party, or its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to such Obligor or such Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Term Loan Agreement. No waiver of any Event of Default by any Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by any Guarantied Party permitted hereunder shall in any way affect or impair any Guarantied Party’s rights and remedies or the obligations of any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal or interest owing by any

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Obligor to a Guarantied Party shall be conclusive and binding on each Guarantor irrespective of whether such Guarantor was a party to the suit or action in which such determination was made.

     Section 15 Successors and Assigns

     This Guaranty shall be binding upon each Guarantor and upon the successors and assigns of such Guarantors and shall inure to the benefit of the Guarantied Parties and their respective successors and assigns; all references herein to the Obligors and to the Guarantors shall be deemed to include their respective successors and assigns. The successors and assigns of the Guarantors and the Obligors shall include, without limitation, their respective receivers, trustees and debtors-in-possession. All references to the singular shall be deemed to include the plural where the context so requires.

     Section 16 Representations and Warranties; Covenants

     Each Guarantor hereby (a) represents and warrants that the representations and warranties as to it made by the Company in Article VIII (Representations and Warranties) of the Term Loan Agreement are true and correct to the extent required by Section 9.1(t) (Conditions to Extensions of Credit) of the Term Loan Agreement and (b) agrees to take, or refrain from taking, as the case may be, each action necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor.

     Section 17 Governing Law

     This Guaranty and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

     Section 18 Submission to Jurisdiction; Service of Process

     (a) Any legal action or proceeding with respect to this Guaranty, and any other Loan Document, may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Guaranty, each Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

     (b) Each Guarantor hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Guaranty or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Guarantor care of the Company at the Company’s address specified in Section 14.2 (Notices) of the Term Loan Agreement. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

     (c) Nothing contained in this Section 18 (Submission to Jurisdiction; Service of Process) shall affect the right of the Collateral Agent or any other Guarantied Party to serve

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process in any other manner permitted by law or commence legal proceedings or otherwise proceed against a Guarantor in any other jurisdiction.

     (d) The obligations of each Guarantor in respect of any Obligation due to any party hereto in Dollars 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 Guarantor 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 Guaranty 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 Guarantor, such excess.

     Section 19 Certain Terms

     The following rules of interpretation shall apply to this Guaranty: (a) the terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to this Guaranty as a whole and not to any particular Article, Section, subsection or clause in this Guaranty, (b) unless otherwise indicated, references herein to an Exhibit, Article, Section, subsection or clause refer to the appropriate Exhibit to, or Article, Section, subsection or clause in this Guaranty and (c) the term “including” means “including without limitation” except when used in the computation of time periods.

     Section 20 Waiver of Jury Trial

     Each of the Collateral Agent, the other Guarantied Parties and each Guarantor irrevocably waives trial by jury in any action or proceeding with respect to this Guaranty and any other Loan Document.

     Section 21 Notices

     Any notice or other communication herein required or permitted shall be given as provided in Section 14.2 (Notices) of the Term Loan Agreement and, in the case of any Guarantor, to such Guarantor in care of the Company.

     Section 22 Severability

     Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

     Section 23 Additional Guarantors

     Each of the Guarantors agrees that, if, pursuant to Section 10.10 (Additional Guaranties) of the Term Loan Agreement, the Company shall be required to cause any Subsidiary that is not a Guarantor to become a Guarantor hereunder, or if for any reason the

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Company desires any such Subsidiary to become a Guarantor hereunder, such Subsidiary shall execute and deliver to the Collateral Agent a Guaranty Supplement in substantially the form of Exhibit A (Guaranty Supplement) attached hereto and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Guarantor party hereto on the Closing Date.

     Section 24 Collateral

     Pursuant to the terms of the Intercreditor Agreement, each Guarantor hereby acknowledges and agrees that its obligations under this Guaranty are secured pursuant to the terms and provisions of the Security Documents executed by it in favor of the Collateral Agent, for the benefit of the Secured Parties.

     Section 25 Payment of Expenses

     Each Guarantor agrees to pay or reimburse the Collateral Agent and each of the other Guarantied Parties upon demand for all out-of-pocket costs and expenses as required by Section 14.5 of the Term Loan Agreement.

     Section 26 Waiver of Consequential Damages

     Each Guarantor hereby irrevocably and unconditionally waives, to the maximum extent not prohibited by law, any right it may have to claim or recover any special, exemplary, punitive or consequential damage in any legal action or proceeding in respect of this Guaranty or any other Loan Document.

     Section 27 Entire Agreement

     This Guaranty, taken together with all of the other Loan Documents executed and delivered by the Guarantors, represents the entire agreement and understanding of the parties hereto and supersedes all prior understandings, written and oral, relating to the subject matter hereof.

[Signature Pages Follow]

     In witness whereof, this Guaranty has been duly executed by the Guarantors as of the day and year first set forth above.

Revlon, Inc., as Parent and as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Senior Vice President, Deputy General Counsel and Assistant Secretary
Revlon Consumer Products Corporation, as Company and as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Senior Vice President, Deputy General Counsel and Assistant Secretary
Subsidiary Guarantors:
Almay, Inc., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
Charles of the Ritz Group Ltd., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
Charles Revson Inc., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary

[Signature Page to Term Loan Guaranty]

Cosmetics & More Inc., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
North America Revsale Inc., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
PPI Two Corporation, as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
Revlon Consumer Corp., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
Revlon Development Corp., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
Revlon Government Sales, Inc., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary

[Signature Page to Term Loan Guaranty]

Revlon International Corporation, as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
Revlon Products Corp., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
Revlon Real Estate Corporation, as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
RIROS Corporation, as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary
RIROS Group Inc., as a Guarantor
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Assistant Secretary

[Signature Page to Term Loan Guaranty]

Acknowledged and Agreed as of the date first above written:
Citicorp USA, Inc., as Collateral Agent
By:	/s/ David Leland
Name: David Leland
Title: Vice President

[Signature Page to Term Loan Guaranty]

Exhibit A
To
Term Loan Guaranty

Form of Guaranty Supplement

     The undersigned hereby agrees to be bound as a Guarantor for purposes of the Term Loan Guaranty, dated as of December 20, 2006 (the “Guaranty”), among Revlon, Inc. and certain of its Subsidiaries listed on the signature pages thereof and acknowledged by Citicorp USA, Inc., as Collateral Agent, and the undersigned hereby acknowledges receipt of a copy of the Guaranty. The undersigned hereby represents and warrants that each of the representations and warranties contained in Section 16 (Representations and Warranties; Covenants) of the Guaranty applicable to it is true and correct on and as the date hereof as if made on and as of such date. Capitalized terms used herein but not defined herein are used with the meanings given them in the Guaranty.

     In witness whereof, the undersigned has caused this Guaranty Supplement to be duly executed and delivered as of                                                              ,                      .

[Name of Subsidiary Guarantor]
By:
	Name:
	Title:

Acknowledged and Agreed

as of the date first above written:

Citicorp USA, Inc.,

as Collateral Agent

By:

Name:

Title:

EX-4.22

Exhibit 4.22

EXECUTION VERSION

REVLON CONSUMER PRODUCTS CORPORATION

AND EACH OF THE GUARANTORS PARTY HERETO

9³/4% SENIOR SECURED NOTES DUE 2015

INDENTURE

Dated as of November 23, 2009

U.S. BANK NATIONAL ASSOCIATION

Trustee

CROSS-REFERENCE TABLE*

Trust Indenture
Act Section	Indenture Section
310(a)(1)		7.10
(a)(2)		7.10
(a)(3)		N.A.
(a)(4)		N.A.
(a)(5)		7.10
(b)		7.10
(c)		N.A.
311(a)		7.11
(b)		7.11
(c)		N.A.
312(a)		2.05
(b)		13.03
(c)		13.03
313(a)		7.06
(b)(1)		N.A.
(b)(2)	7.06 and 7.07
(c)	7.06 and 13.02
(d)		7.06
314(a)(4)		13.05
(c)(1)		N.A.
(c)(2)		N.A.
(c)(3)		N.A.
(d)		12.04
(e)		13.05
(f)		N.A.
315(a)		N.A.
(b)		N.A.
(c)		N.A.
(d)		N.A.
(e)		N.A.
316(a) (last sentence)		N.A.
(a)(1)(A)		N.A.
(a)(1)(B)		N.A.
(a)(2)		N.A.
(b)		N.A.
(c)		N.A.
317(a)(1)		N.A.
(a)(2)		N.A.
(b)		N.A.
318(a)		N.A.
(b)		N.A.
(c)		13.01

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.

TABLE OF CONTENTS

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

i

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

ii

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

iii

		Page
Section 13.12	Counterpart Originals		109
Section 13.13	Table of Contents, Headings, etc.		109
Section 13.14	Force Majeure		109
Section 13.15	Intercreditor Agreement and Security Documents		109
Section 13.16	Waiver of Jury Trial		109

EXHIBITS

Exhibit A1	FORM OF NOTE
Exhibit A2	FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E	FORM OF NOTATION OF GUARANTEE
Exhibit F	FORM OF SUPPLEMENTAL INDENTURE
EXHIBIT G	FORM OF OFFICERS’ CERTIFICATE TO BE DELIVERED BY THE COMPANY PURSUANT TO SECTION 12.04 OF THE INDENTURE

iv

     INDENTURE dated as of November 23, 2009 among Revlon Consumer Products Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined) and U.S. Bank National Association, as trustee.

     The Company (as defined), the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 9³/4% Senior Secured Notes due 2015 (the “Notes”):

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A1 or Exhibit A2 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Additional Assets” means: (a) any one or more businesses primarily engaged in a Permitted Business; provided that the investment in any such business is in the form of (x) a merger with the Company or a Subsidiary of the Company (other than a Non-Recourse Subsidiary), (y) the acquisition of Capital Stock of a Person that is a Subsidiary or becomes a Subsidiary of the Company (other than a Non-Recourse Subsidiary) as a result of the acquisition of such Capital Stock by the Company or a Subsidiary of the Company (other than a Non-Recourse Subsidiary) or (z) the acquisition of all or substantially all the assets of such business, (b) properties, (c) capital expenditures or (d) acquisitions of other assets, that in each of (a), (b), (c) and (d), are used or useful in a Permitted Business or replace the businesses, properties and assets that are the subject of an Asset Sale.

“Additional Interest” means all Additional Interest then owing pursuant to the Registration Agreement.

“Additional Notes” additional Notes (other than the Initial Notes) issued under this Indenture in accordance with this Indenture, as part of the same series as the Initial Notes (except that Notes that bear the legend required by Section 2.06(g)(4) hereof will be treated where necessary as separate series as contemplated by Section 2.06(i)(9)) hereof, and the Exchange Notes issued in respect of such Initial Notes.

“Affiliate” of any specified Person means (i) any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such specified Person or (ii) any other Person who is a director or officer (A) of such specified Person, (B) of any Subsidiary of such specified Person or (C) of any Person described in clause (i) of this definition. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“After-Acquired Property” means any property of the Company or any Subsidiary Guarantor acquired after the Issue Date (other than Excluded Property) that secures the obligations under this Indenture, the Notes, the Security Documents and Other Pari Passu Lien Obligations.

“Applicable Premium” means, with respect to a Note at any redemption date, the greater of (i) 1.0% of the then outstanding principal amount of such Note at such time and (ii) the excess of (A) the present value at

such redemption date of (1) the redemption price of such Note on November 15, 2012 (such redemption price being described in Section 3.07(c) hereof, exclusive of any accrued interest) plus (2) all required remaining scheduled interest payments due on such Note through November 15, 2012, computed using a discount rate equal to the Treasury Rate plus 75 basis points, over (B) the then outstanding principal amount of such Note at such time.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Sale” means any sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions) by the Company or any Subsidiary of the Company (other than a Non-Recourse Subsidiary), including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of (a) any shares of Capital Stock of a Subsidiary of the Company (other than a Non-Recourse Subsidiary) (other than directors’ qualifying shares or employee stock options), or (b) any other property of the Company or any Subsidiary of the Company (other than a Non-Recourse Subsidiary) outside of the ordinary course of business of the Company or such Subsidiary, other than, in the case of clause (a) or (b) of this definition,

     (1) (A) any disposition by the Company or a Subsidiary Guarantor to the Company or another Subsidiary Guarantor or (B) any disposition by a Subsidiary (other than a Non-Recourse Subsidiary) that is not a Subsidiary Guarantor to another Subsidiary (other than a Non-Recourse Subsidiary) or the Company;

     (2) any disposition (A) that constitutes a Restricted Payment permitted by Section 4.07 hereof (or is not a Restricted Payment by virtue of the definition thereof) or (B) of all or substantially all the assets of the Company or a Subsidiary Guarantor in accordance with Article 5 hereof;

     (3) any disposition in any single transaction or any series of related transactions of Capital Stock or other property for aggregate consideration of less than $7.5 million;

     (4) the disposition of cash, Cash Equivalents, the foreign equivalent of Cash Equivalents or Investment Grade Securities;

     (5) any foreclosure upon any assets of the Company or any Subsidiary of the Company (other than a Non-Recourse Subsidiary) in connection with the exercise of remedies by a secured lender pursuant to the terms of Debt otherwise permitted to be incurred under this Indenture;

     (6) the sale of the Capital Stock, Debt or other securities of a Non-Recourse Subsidiary;

     (7) the disposition of obsolete, worn-out or otherwise unsuitable assets, properties or plants or excess equipment in an amount not to exceed $10.0 million or of other assets no longer used or useful or necessary in the conduct of business of the Company its Subsidiaries (other than Non-Recourse Subsidiaries);

     (8) sales of accounts receivable, payment intangibles and related assets or participations therein, in connection with any Receivables Facility;

2

     (9) the unwinding of any Hedging Obligations;

     (10) creation or realization of Liens that are permitted to be incurred by this Indenture;

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

     (12) dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture agreements and similar binding agreements (provided that the proceeds of such a disposition, to the extent they would constitute Net Available Cash if such disposition were an Asset Sale, are applied in accordance with Section 4.10 hereof as if such disposition were an Asset Sale);

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

     (14) the sale or grant of licenses or sub-licenses of intellectual property entered into in the ordinary course of business.

“Bank Agents” means the Multi-Currency Administrative Agent and the Term Loan Administrative Agent.

“Bank Debt” means any and all amounts payable by the Company or any of its Subsidiaries under or in respect of a Credit Agreement or any Refinancing thereof, or any other agreements with lenders party to the foregoing, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof; provided, however, that nothing in this definition shall permit the Company or any of its Subsidiaries to Issue any Debt that is not permitted pursuant to Section 4.09 hereof.

“Bankruptcy Code” means Title 11, United States Code.

“Bankruptcy Law” means the Bankruptcy Code, or any similar federal, state or foreign Requirement of Law for the relief of debtors or any arrangement, reorganization, insolvency, moratorium, assignment for the benefit of creditors, any other marshalling of the assets and liabilities of the Company or any other Loan Party or any similar law relating to or affecting the enforcement of creditors’ rights generally.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities. The terms “Beneficially Owns” and “Beneficially Owned” have corresponding meanings.

“Board of Directors” means:

     (1) with respect to a corporation, the board of directors of the corporation or any committee thereof;

3

     (2) with respect to a partnership the general partner of which is a corporation, the board of directors of the general partner of the partnership or any committee thereof;

     (3) with respect to a limited liability company, any managing member thereof or, if managed by managers, the board of managers or any committee thereof; and

     (4) with respect to any other Person, the board or committee of such Person (or such Person’s general partner, manager or equivalent) serving a similar function;

provided, that committees of any of the bodies described in clauses (1) through (4) above shall not constitute the Board of Directors for purposes of the definition of “Change of Control.”

“Broker-Dealer” has the meaning set forth in the Registration Agreement.

“Business Day” means each day that is not a Legal Holiday.

“Capital Lease Obligations” of a Person means any obligation which is required to be classified and accounted for as a capital lease on the face of a balance sheet of such Person prepared in accordance with GAAP; the amount of such obligation shall be the capitalized principal amount thereof, determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into or exchangeable for such equity.

“Cash Equivalents” means (a) securities issued or fully guaranteed or insured by the United States federal government or any agency thereof, (b) certificates of deposit and time deposits with maturities of one year or less from the date of acquisition and overnight bank deposits of any commercial bank or any other financial institution having capital and surplus in excess of $500,000,000, (c) repurchase obligations of any commercial bank or any other financial institution satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States federal government or any agency thereof, (d) commercial paper of a domestic issuer rated (on the date of acquisition thereof) at least “A-2” by S&P or “P-2” by Moody’s, (e) securities with maturities of one 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 (on the date of acquisition thereof) 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 commercial bank or any other financial institution satisfying the requirements of clause (b) of this definition, (g) shares of money market mutual or similar funds having an investment policy that requires substantially all of the invested assets of such fund to be invested in assets satisfying the requirements of clause (a) of this definition, (h) shares of money market mutual or similar funds having assets in excess of $500,000,000 and having an investment policy that requires substantially all of the invested assets of such fund to be invested in assets satisfying the requirements of any clause of this definition, (i) guaranteed investment contracts of any financial institution having long-term unsecured debt securities rated (on the date of acquisition thereof) at least “A” or “A2” or the equivalent by any Rating Agency and maturing one year or less from the date of acquisition thereof, (j) any other debt instruments of any Person (other than an Affiliate of the Company) which instruments are rated (on the

4

date of acquisition thereof) at least “A”, “A2”, “A-1” or “P-1” or the equivalent by any Rating Agency and maturing one year or less from the date of acquisition thereof, (k) periodic auction reset securities which have final maturities between one and 30 years from the date of issuance and are repriced through a Dutch auction or other similar method every 35 days or (l) auction preferred shares which are senior securities of leveraged closed and municipal bond funds and are repriced pursuant to a variety of rate reset periods, in each case having a rating (on the date of acquisition thereof) of at least “A” or “A2” or the equivalent by any Rating Agency.

“Cash Management Obligations” means any obligations of the Company or any of its Subsidiaries (other than Non-Recourse Subsidiaries) in respect of any arrangement for treasury, depository, overdraft or cash management services provided to the Company or any of its Subsidiaries (other than Non-Recourse Subsidiaries).

“Change of Control” means the occurrence of any of the following:

     (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person will be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company; provided, however, that the Permitted Holders do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Company (for the purposes of this clause (i), such other person will be deemed to beneficially own any Voting Stock of a specified corporation held by a parent corporation, if such other person beneficially owns, directly or indirectly, more than 50% of the voting power of the Voting Stock of such parent corporation and the Permitted Holders do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of such parent corporation);

     (ii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Company then in office; or

     (iii) a “Change of Control” shall have occurred under any instrument governing Subordinated Obligations so long as such Subordinated Obligations are outstanding.

     Notwithstanding the foregoing, a “person” or “group” shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement (or voting or option agreement related thereto) until the consummation of the transactions contemplated by such agreement.

“Clearstream” means Clearstream Banking, S.A.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means, collectively, the Multi-Currency Collateral and the Term Loan Collateral.

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“Collateral Agent” means Citicorp USA, Inc., as collateral agent under the Security Documents and the Intercreditor Agreement, and any successors and assigns thereto in such capacity permitted under the Intercreditor Agreement.

“Commission” means the United States Securities and Exchange Commission.

“Consolidated EBITDA Coverage Ratio” means, for any period, the ratio of (i) the aggregate amount of EBITDA for such period to (ii) Consolidated Interest Expense for such period; provided, however, that (1) if the Company or any Subsidiary of the Company has Issued any Debt since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated EBITDA Coverage Ratio is an Issuance of Debt, an issuance of equity or the receipt of a cash capital contribution which is used to reduce Debt or the receipt of a capital contribution in the form of Debt of the Company or any Subsidiary, or any of them, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a Pro Forma basis to such Debt as if such Debt had been Issued on the first day of such period and the discharge of any other Debt Refinanced or otherwise discharged with the proceeds of such new Debt, equity or capital contribution as if such discharge had occurred on the first day of such period, (2) if since the beginning of such period the Company or any Subsidiary of the Company shall have made any Asset Sale, EBITDA for such period shall be reduced by an amount equal to the EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Sale for such period, or increased by an amount equal to the EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Debt of the Company or any Subsidiary of the Company Refinanced or otherwise discharged with respect to the Company and its continuing Subsidiaries in connection with such Asset Sales for such period (or if the Capital Stock of any Subsidiary of the Company is sold, the Consolidated Interest Expense for such period directly attributable to the Debt of such Subsidiary to the extent the Company and its continuing Subsidiaries are no longer liable for such Debt after such sale) or (3) if since the beginning of such period the Company or any Subsidiary of the Company (by merger or otherwise) shall have made an Investment in any Subsidiary of the Company (or any Person which becomes a Subsidiary of the Company) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all of an operating unit of a business, or shall have Issued Debt, the net proceeds of which are intended to be used to make such an Investment or acquisition and prior thereto, such proceeds are placed in escrow for such purpose, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving Pro Forma effect thereto (including the Issuance of any Debt), as if such Investment or acquisition occurred on the first day of such period. If any Debt bears a floating rate of interest and is being given Pro Forma effect, the interest on such Debt shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Debt).

     For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations, disposed or discontinued operations (as determined in accordance with GAAP), reductions in force and furloughs that have been made by the Company or any Subsidiary of the Company (other than a Non-Recourse Subsidiary) since the beginning of such period shall be given Pro Forma effect assuming that all such actions (and the change in any associated Consolidated Interest Expense and the change in EBITDA resulting therefrom) had occurred on the first day of such period; provided that no such Pro Forma adjustment shall be required (but, for the avoidance of doubt, may be made, at the Company’s option) in respect of any such transaction to the extent the aggregate consideration in connection therewith was less than $10.0 million for such period. If since the beginning of such period any Person (that subsequently became a Subsidiary of the Company (other than a Non-Recourse Subsidiary) or was merged with or into the Company or any Subsidiary of the Company (other than a Non-Recourse Subsidiary) since the beginning of such period) shall have made any Investment,

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acquisition, disposition, merger, consolidation, disposed or discontinued operation or reduction in force or furlough that would have required adjustment pursuant to this definition, then the Consolidated EBITDA Coverage Ratio shall be calculated giving Pro Forma effect thereto for such period as if such actions had occurred at the beginning of such period (subject to the threshold specified in the previous sentence).

“Consolidated Interest Expense” means, for any period, the sum of (a) the interest expense, of the Company and its consolidated Subsidiaries (other than Non-Recourse Subsidiaries) for such period as determined in accordance with GAAP consistently applied, plus (b) Preferred Stock dividends in respect of Redeemable Stock or Exchangeable Stock of the Company or Preferred Stock of any Subsidiary of the Company (other than a Non-Recourse Subsidiary) in each case held by Persons other than the Company or a Wholly Owned Recourse Subsidiary, plus (c) the cash contributions to an employee stock ownership plan of the Company and its Subsidiaries (other than Non-Recourse Subsidiaries) to the extent such contributions are used by an employee stock ownership plan to pay interest, minus (d) interest income of the Company and its consolidated Subsidiaries (other than Non- Recourse Subsidiaries), and minus (e) net receipts, if any, of the Company and its consolidated Subsidiaries (other than Non-Recourse Subsidiaries) pursuant to interest rate Hedging Obligations with respect to Debt. Notwithstanding the foregoing, Consolidated Interest Expense shall not include (1) amounts expensed, written off or amortized in respect of deferred financing and debt incurrence costs or (2) amounts recorded as interest expense with respect to dividends on Designated Preferred Stock or Preferred Stock of the Company that is not Redeemable Stock or Exchangeable Stock.

“Consolidated Net Income” means with respect to any Person, for any period, the consolidated net income (or loss) of such Person and its consolidated Subsidiaries for such period as determined in accordance with GAAP, adjusted to the extent included in calculating such net income (or loss), by excluding:

     (i) net after tax extraordinary or non-recurring gains or losses (less all fees and expenses relating thereto) and any restructuring charges or expenses (including any severance expenses);

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

     (iii) net income (or loss) of any other Person attributable to any period prior to the date of combination of such other Person with such Person or any of its Subsidiaries on a “pooling of interests” basis;

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

     (v) the net income of any Subsidiary of such Person to the extent that the declaration of dividends or distributions by that Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Subsidiary or its shareholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that (A) Consolidated Net Income will be

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increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof in respect of such period, to the extent not already included therein, and (B) the exclusion in this clause (v) shall not apply to the net income of a Subsidiary Guarantor except in the determination the amount available for Restricted Payments under Section 4.07(a)(3)(A) hereof;

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

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

     (viii) net after-tax gains and losses from Hedging Obligations, Cash Management Obligations or other derivative instruments or from early extinguishment of Debt;

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

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

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

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

     (xiii) deferred financing costs amortized or written off, and premiums and prepayment penalties paid in connection with Transactions, any expenses (including professional fees) to the extent not deferred and paid in connection with the Transactions or any other acquisition or disposition that is consummated after the Issue Date;

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

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

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

“Consolidated Net Worth” of any Person means, at any date, all amounts which would, in conformity with GAAP, be included under shareholders’ equity on a consolidated balance sheet of such Person as at

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such date, less (x) any amounts attributable to Redeemable Stock and (y) any amounts attributable to Exchangeable Stock.

“Consolidated Secured Debt Ratio” as of any date of determination means the ratio of (x) the excess of (i) Consolidated Total Debt of the Company and its Subsidiaries (other than Non-Recourse Subsidiaries) that is secured by a Lien as of the end of the most recent fiscal quarter for which financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur over (ii) an amount equal to the amount of cash and Cash Equivalents of Company and its Subsidiaries (other than Non-Recourse Subsidiaries) on such date that are free and clear of any Lien (other than non-consensual Liens and Liens described under clauses (17) through (19) of the definition of Permitted Liens) to (y) the aggregate amount of EBITDA of the Company and its Subsidiaries (other than Non-Recourse Subsidiaries) for the period of the most recently ended consecutive four full fiscal quarters for which financial statements are available immediately preceding the date on which such event for which such calculation is being made, in each case of clauses (x) and (y), calculated on a Pro Forma basis, giving effect, without duplication and where applicable, to the events and transactions for which Pro Forma adjustments are to be made in the calculation of the Consolidated EBITDA Coverage Ratio.

“Consolidated Total Assets” means the total consolidated assets of the Company and its Subsidiaries, as shown on the most recently consolidated balance sheet (excluding the footnotes thereto) of the Company.

“Consolidated Total Debt” means, as at any date of determination, an amount equal to the sum, without duplication, of the aggregate amount of all outstanding Debt of the Company and its Subsidiaries (other than Non-Recourse Subsidiaries) (and excluding (1) any undrawn letters of credit issued in the ordinary course of business and (2) all obligations relating to any Receivables Facility).

“Contributed Existing Subordinated Loan” means the portion of the Debt under the Existing Subordinated Loan that is as of the Issue Date owed to and held by Revlon, Inc. or a Subsidiary thereof, including any Refinancing Debt Issued in respect thereof.

“Controlling Agent” has the meaning set forth in the Intercreditor Agreement.

“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Agreements” means each of (i) the Multi-Currency Credit Agreement and (ii) the Term Loan Agreement, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case as such Credit Agreements, in whole or in part, in one or more instances, may be amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time (including, without limitation, any successive renewals, extensions, substitutions, refinancings, restructurings, replacements, supplementations or other modifications of the foregoing and including, without limitation, any amendment increasing the amount of Debt incurred or available to be borrowed thereunder, extending the maturity of any Debt incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties thereto (whether or not such added or substituted parties are banks or other institutional lenders)), including into one or more debt facilities, commercial paper facilities or other debt instruments, indentures or agreements (including by means of sales of debt securities (including Additional Notes) to institutional investors), providing for revolving credit loans, term loans, letters of credit or other debt obligations, whether any such extension, replacement or refinancing (1) occurs simultaneously or not with the termination or repayment of a prior Credit Agreements or (2) occurs on one or more separate occasions.

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“Custodian” means the Trustee, as custodian for the Depositary with respect to the Notes in global form, or any successor entity thereto.

“Debt” of any Person means, without duplication,

     (i) the principal of and premium (if any) in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;

     (ii) all Capital Lease Obligations of such Person;

     (iii) all obligations of such Person issued or assumed as the deferred purchase price of property (but excluding trade accounts payable and other accrued current liabilities arising in the ordinary course of business);

if and to the extent that any of the foregoing Debt under clauses (i), (ii) and (iii) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

     (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in (i) through (iii) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);

     (v) the amount of all obligations of such Person with respect to the redemption, repayment (including liquidation preference) or other repurchase of, in the case of a Subsidiary of the Company that is not a Non-Recourse Subsidiary, any Preferred Stock and, in the case of any the Company, any Redeemable Stock (but excluding in each case any accrued dividends);

     (vi) all obligations of the type referred to in clauses (i) through (v) of other Persons and all dividends of other Persons for the payment of which such Person, in either case, is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including guarantees of such obligations and dividends, other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

     (vii) all obligations of the type referred to in clauses (i) through (vi) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets or the amount of the obligation so secured.

Notwithstanding the foregoing, Debt will be deemed not to include contingent obligations incurred in the ordinary course of business or obligations under or in respect of Receivables Facilities.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Defaulting Subsidiary” means any Subsidiary of the Company (other than a Non-Recourse Subsidiary) with respect to which an event described in Section 6.01(iv), (v) or (vi) hereof has occurred and is continuing.

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“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A1 hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Eligible Obligations” means, at any time, those additional obligations which the Credit Agreements permit the Company to designate to be secured by the Collateral to the extent that such obligations have been so designated (which designation shall not have been revoked by the Company on or prior to such time).

“Designated Noncash Consideration” means any non-cash consideration received by the Company or one of its Subsidiaries (other than its Non-Recourse Subsidiaries) in connection with an Asset Sale that is designated as “Designated Noncash Consideration” pursuant to an Officers’ Certificate executed by the Chief Financial Officer of the Company or a resolution of the Board of Directors of the Company, as applicable. Such Officers’ Certificate or resolution shall state the Fair Market Value of such non-cash consideration and the basis of such valuation. A particular item of Designated Noncash Consideration shall no longer be considered to be outstanding to the extent it has been sold or liquidated for cash (but only to the extent of the cash received).

“Designated Preferred Stock” means preferred stock of the Company or any direct or indirect parent thereof (in each case other than Redeemable Stock) that is issued for cash (other than to a Subsidiary (other than a Non-Recourse Subsidiary)) and is so designated as Designated Preferred Stock pursuant to an Officers’ Certificate, as the case may be, on the issuance date thereof.

“Domestic Subsidiary” means, with respect to any Person, any Subsidiary (other than a Non-Recourse Subsidiary) of such Person other than (x) a Foreign Subsidiary or (y) any Domestic Subsidiary of a Foreign Subsidiary.

“EBITDA” means, for any period, the Consolidated Net Income of the Company for such period, plus the following, without duplication, to the extent included in calculating such Consolidated Net Income: (i) income tax expense, plus franchise or similar taxes, (ii) Consolidated Interest Expense, (iii) depreciation expense, (iv) amortization expense, (v) all other write offs, write downs and noncash charges (excluding any noncash charge to the extent that it requires an accrual of or a reserve for cash disbursements for any future period), (vi) restructuring charges that appear in the Company’s financial statements for such period, including any redemption premium, prepayment penalty, premium and other related fee or reserve deducted in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with (A) acquisitions after the Issue Date or (B) the closing or consolidation of production or other operating facilities, (vii) any expenses or charges related to any equity offering, permitted acquisition or other Investment, permitted disposition, recapitalization or the incurrence of Debt permitted to be incurred under this Indenture including a refinancing thereof (in each case, whether or not successful) and any amendment or modification to the terms of any such transactions, including such fees, expenses or charges related to the execution and delivery of this Indenture and the transactions contemplated thereby, (viii) the amount of management, monitoring, consulting and advisory fees and related expenses paid (or any accruals related to such fees or related expenses) (including by means of a dividend) to the Parent to the extent permitted under Section 4.11 hereof, and (ix) other non-recurring one-time charges and miscellaneous expenses taken in such period to

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the extent that such other charges and expenses are associated with the Company’s growth plan and operating margin improvement initiatives, as determined in good faith by the Company’s principal financial officer or principal accounting officer in consultation with the Company’s certified independent auditors.

“Equity Offering” means any public or private offer and sale of Capital Stock (other than Redeemable Stock or Exchangeable Stock) other than:

     (1) public offerings with respect to the Company’s or any direct or indirect parent company’s common stock registered on Form S-4 or Form S-8;

     (2) any such public or private sale that constitutes an Restricted Contribution; and

     (3) any such issuance to any Subsidiary of the Company.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Agreement.

“Exchangeable Stock” means any Capital Stock of a Person which by its terms or by the terms of any security for which it is exchangeable at the option of the holder (other than Capital Stock of such Person which is neither Exchangeable Stock nor Redeemable Stock) or otherwise is convertible or exchangeable at the option of the holder thereof for Debt, Exchangeable Stock or Redeemable Stock on or prior to the date that is one year after the Stated Maturity of the Notes; provided, however, that only the portion of the Capital Stock which so matures or is so convertible or exchangeable prior to such date, shall be deemed to be Exchangeable Stock; provided, further, however, that any Capital Stock that would constitute Exchangeable Stock solely because the holders thereof have the right to require the Company or a Subsidiary of the Company (other than a Non-Recourse Subsidiary) to exchange such Capital Stock upon the occurrence of a change of control or asset sale (each defined in a substantially similar manner to the corresponding definitions in this Indenture) shall not constitute Exchangeable Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is exchangeable) provide that the Company and the Subsidiaries (other than Non-Recourse Subsidiaries) may not exchange any such Capital Stock (and all such securities into which it is convertible or for which it is exchangeable) pursuant to such provision prior to compliance by the Company with the provisions of Sections 4.10 and 4.13 hereof and such repurchase or redemption complies with Section 4.07 hereof.

“Exchange Notes” means the registered Notes that will be exchanged for the Notes, pursuant to the terms of the Registration Agreement, having substantially the same terms as the Notes and evidencing the same Debt as the Notes.

“Excluded Equity” means, as more fully described in the Security Documents, any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of the Company or any Guarantor if such Subsidiary is not a “United States person” under and as defined in Section 7701(a)(30) of the Code. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

“Excluded Property” means, as more fully described in the Security Documents, collectively,

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     (i) Excluded Equity;

     (ii) any permit, lease, license, contract, instrument or other agreement held by the Company or any Guarantor that prohibits or requires the consent of any Person other than the Company and its Affiliates as a condition to the creation by the Company or such Guarantor of a Lien thereon, or any permit, lease, license, contract, instrument or other agreement held by the Company or such Guarantor to the extent that any requirement of law applicable thereto prohibits the creation of a Lien thereon, but only, in each case, to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code or any other requirement of law;

     (iii) equipment or fixtures owned by the Company or any Guarantor that is subject to a purchase money Lien or a capital lease if the contract or other agreement in which such Lien is granted (or in the documentation providing for such capital lease) prohibits or requires the consent of any Person other than the Company and its Affiliates as a condition to the creation of any other Lien on such equipment or fixtures;

     (iv) an application to register a trademark under Section 1(b) of the Trademark Act, 15 U.S.C. Section 1051(b), prior to the filing of an amendment under Section 1(c) or statement of use under Section 1(d), 15 U.S.C. Sections 1051(c) or (d);

     (v) any property or asset of the Company or any Guarantor situated (or deemed to be situated) in the Commonwealth of Australia; and

     (vi) any Other Excluded Assets;

provided, however, “Excluded Property” shall not include any proceeds, substitutions or replacements of Excluded Property (unless such proceeds, substitutions or replacements would constitute Excluded Property).

“Existing Subordinated Loan” means the Senior Subordinated Term Loan Agreement between the Company and Affiliates of the Company, dated as of January 30, 2008 (as amended from time to time), including any Refinancing Debt Issued in respect thereof.

“Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction, as determined in good faith by the chief executive officer, chief financial officer, chief accounting officer, controller or Board of Directors of the Company or its Subsidiary, as applicable; provided that a Fair Market Value equal to or in excess of $20.0 million shall be determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and evidenced by a resolution of such Board of Directors (including as to the value of all non-cash consideration); provided, however, that in making any such determination the Board of Directors shall be entitled to rely on the advice it receives from the chief accounting officer and chief financial officer of the Company, and shall not be required to consult with any independent third party or have such determination approved by an independent third party.

“Financing Documents” means, collectively, the Loan Documents (as defined in each Credit Agreement), the Indenture Documents and the Security Documents.

“Foreign Subsidiary” means any Subsidiary of the Company which (i) is organized under the laws of any jurisdiction outside of the United States, (ii) is organized under the laws of Puerto Rico or the U.S. Virgin

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Islands, (iii) has substantially all its operations outside of the United States, or (iv) has substantially all its operations in Puerto Rico or the U.S. Virgin Islands.

“GAAP” means generally accepted accounting principles in the United States, as in effect on the Issue Date; except that if the Company notifies the Trustee in writing, GAAP shall mean IFRS (except where the context requires otherwise); provided that the Company shall not be entitled to make the foregoing election on more than one occasion. In the event the Company makes such election, (i) it shall present comparative financial statements also in accordance with IFRS for the fiscal year ending immediately prior to the first fiscal year for which financial statements have been prepared in accordance with IFRS; (ii) all accounting terms and references in this Indenture to accounting standards shall be deemed to be references to the most comparable terms or standards under IFRS; (iii) the reports filed pursuant to Section 4.03 hereof may contain financial statements prepared in accordance with IFRS, to the extent permitted by the rules and regulations of the Commission; and (iv) any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Company’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP.

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A1 or Exhibit A2 hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning.

“Guarantees” means, collectively, the Parent Guarantee and the Subsidiary Guarantees.

“Guarantors” means, collectively, the Parent Guarantor and the Subsidiary Guarantors.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any interest rate swap agreement, foreign currency exchange agreement, interest rate collar agreement, option or futures contract or other similar agreement or arrangement designed to protect such Person against changes in interest rates or foreign exchange rates.

“Holder” or “Securityholder” means the Person in whose name a Note is registered on the Registrar’s books.

“IAI Global Note” means a Global Note substantially in the form of Exhibit A1 or Exhibit A2 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and

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registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.

“IFRS” means International Financial Reporting Standards, as promulgated by the International Accounting Standards Board, as in effect at the time of the Company’s election to use IFRS.

“Immaterial Subsidiary” means, at any date of determination, any Subsidiary (other than a Non-Recourse Subsidiary) designated as such in writing by the Company that (i) contributed 2.5% or less of EBITDA of the Company and its Subsidiaries (other than Non-Recourse Subsidiaries) for the period of four fiscal quarters most recently ended more than forty-five (45) days prior to the date of determination and (ii) had consolidated assets representing 2.5% or less of Consolidated Total Assets on the last day of the most recent fiscal quarter ended more than forty-five (45) days prior to the date of determination.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indenture Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Indenture Documents” means this Indenture, the Notes and the Guarantees.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the $330,000,000.00 in aggregate principal amount of 9³/4% Senior Secured Notes due 2015 issued under this Indenture on the date hereof.

“Initial Purchasers” means Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc.

“Insolvency Proceeding” means, collectively, (a) any voluntary or involuntary case or proceeding under the Bankruptcy Law with respect to the Company or any other Loan Party, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Company or any other Loan Party or with respect to any of their respective assets, (c) any liquidation, dissolution, reorganization or winding up of the Company or any Loan Party, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy (except as permitted by the Credit Agreements and this Indenture), and (d) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company or any other Loan Party.

“Institutional Accredited Investor” means an institution that is an “accredited investor” pursuant to Rule 501(a)(1), (2), (3) or (7) under the Securities Act, that is not also a QIB.

“Intercreditor Agreement” means the Second Amended and Restated Intercreditor and Collateral Agency Agreement dated as of the Issue Date among the Bank Agents, the Collateral Agent, the Trustee, Parent Guarantor, the Company and each other Guarantor, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

“Investment” in any Person means any loan or advance to, any net payment on a guarantee of, any acquisition of Capital Stock, equity interest, obligation or other security of, or capital contribution or other investment in, such Person. Investments shall exclude advances to customers and suppliers in the ordinary course of business. The term “Invest” used as verb has a corresponding meaning. For purposes of the definitions of “Non-Recourse Subsidiary” and “Restricted Payment” and for purposes of Section

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4.07 hereof, (i) “Investment” shall include a designation after the Issue Date of a Subsidiary of the Company as a Non-Recourse Subsidiary, and such Investment shall be valued at an amount equal to the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time that such Subsidiary is designated a Non-Recourse Subsidiary; and (ii) any property transferred to or from a Non-Recourse Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

“Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by S&P and a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, or an equivalent rating by any other Rating Agency, in every case with no “negative” outlook.

“Investment Grade Securities” means:

     (1) securities issued or directly and fully guaranteed or insured by the government of the United States of America or any agency or instrumentality thereof (other than Cash Equivalents);

     (2) debt securities or debt instruments with a rating of BBB- or higher by S&P or Baa3 or higher by Moody’s or the equivalent of such rating by such rating organization, or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any other nationally recognized securities rating agency, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;

     (3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2), which fund may also hold immaterial amounts of cash pending investment or distribution; and

     (4) corresponding instruments in countries other than the United States of America customarily utilized for high quality investments.

“Issue” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Debt or Capital Stock of a Person existing at the time such Person becomes a Subsidiary of another Person (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be issued by such Subsidiary at the time it becomes a Subsidiary of such other Person. The term “Issuance” or “Issued” has a corresponding meaning.

“Issue Date” means November 23, 2009, the date of this Indenture.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York or in the state where the principal office of the Trustee is located.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means any mortgage, pledge, security interest, conditional sale or other title retention agreement or other similar lien.

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

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“MacAndrews & Forbes Holdings” means MacAndrews & Forbes Holdings Inc., a Delaware corporation, and its successors.

“Moody’s” means Moody’s Investors Service, Inc., and any successor to its rating agency business.

“Multi-Currency Administrative Agent” means (a) Citicorp USA, Inc., in its capacity as administrative agent under the Multi-Currency Credit Agreement, (b) any successors and assigns thereto or any acting administrative agent, in each case, as permitted under the Multi-Currency Credit Agreement, and (c) if there is no acting Multi-Currency Administrative Agent, the Required Lenders (as defined in the Multi-Currency Credit Agreement).

“Multi-Currency Claims” means all Multi-Currency Secured Obligations and all extensions of credit under any financing, or any arrangement for use of cash collateral, under any Bankruptcy Law extended or provided to any Loan Party by the Multi-Currency Lenders.

“Multi-Currency Collateral” has the meaning set forth in the Intercreditor Agreement; provided, however, that “Multi-Currency Collateral” shall not include any Excluded Property; and provided, further, that if any Excluded Property would have otherwise constituted Multi-Currency Collateral, when such property shall cease to be Excluded Property, such property shall be deemed to constitute Multi-Currency Collateral.

“Multi-Currency Credit Agreement” means the Credit Agreement dated as of July 9, 2004 among the Company, certain local borrowing subsidiaries, Citicorp USA, Inc., as administrative agent and collateral agent, and the Lenders named therein, as amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time, and any other Credit Agreement, to the extent that the Company designates any of the foregoing as a “Multi-Currency Credit Agreement”.

“Multi-Currency Lenders” means the Lenders (as defined in the Multi-Currency Credit Agreement).

“Multi-Currency Secured Obligations” means collectively, (a) the “Payment Obligations” (as defined in the Multi-Currency Credit Agreement), (b) the obligations of the Company and the Guarantors under the other “Loan Documents” (as defined in the Multi-Currency Credit Agreement), (c) the Multi-Currency Eligible Obligations (as defined in the Intercreditor Agreement) and (d) any other obligations that the Company designates as “Multi-Currency Secured Obligations.”

“Multi-Currency Secured Party” means the Multi-Currency Administrative Agent and each holder of any Multi-Currency Secured Obligations.

“Net Available Cash” from an Asset Sale means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to such properties or assets or received in any other noncash form) therefrom, in each case net of direct costs relating to such Asset Sale, including (i) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required or estimated in good faith to be required to be accrued as a liability under GAAP, as a consequence of such Asset Sale, (ii) all payments made on any Debt which is secured by any assets subject to such Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law be repaid out of the proceeds from or in connection with such Asset Sale, (iii) all distributions and other payments required to

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be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale, (iv) payments of or reserves for unassumed liabilities (not constituting Debt) relating to the properties or assets sold, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, (v) any relocation, restructuring or severance expenses incurred as a result of such Asset Sale and (vi) any deduction of appropriate amounts to be provided by the Company or any Subsidiary of the Company (other than a Non-Recourse Subsidiary) as a reserve in accordance with GAAP in respect of the sale price of the assets that are the subject of such sale or other disposition (including in respect of working capital adjustments or any evaluation of such assets), provided that to the extent such amounts are received in cash by the Company or a Subsidiary and are released from such reserve, such amounts shall be deemed to be Net Available Cash received in respect of an Asset Sale as of the date of such release.

“Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or estimated in good faith to be payable as a result thereof.

“Non-Contributed Existing Subordinated Loan” means the portion of the Debt under the Existing Subordinated Loan that as of the Issue Date is owed to and held by MacAndrews & Forbes Holdings, including any Refinancing Debt Issued in respect thereof.

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

“Non-Recourse Debt” means Debt or that portion of Debt as to which neither the Company nor its Subsidiaries (other than a Non-Recourse Subsidiary) (A) provide credit support (including any undertaking, agreement or instrument which would constitute Debt), (B) is directly or indirectly liable or (C) constitute the lender.

“Non-Recourse Subsidiary” means a Subsidiary of the Company (i) which has been designated as such by the Company, (ii) which has no Debt other than Non-Recourse Debt and (iii) which is in the same line of business as the Company and its Wholly Owned Recourse Subsidiaries existing on the Issue Date or in a Permitted Business.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Obligations” means all obligations of the Company and the Guarantors under the Notes, this Indenture, the Guarantees and the Security Documents.

“Noteholder Claims” means all Note Obligations and all extensions of credit under any financing, or any arrangement for use of cash collateral, under any Bankruptcy Law extended or provided to any Loan Party by the Holders of the Notes.

“Noteholder Secured Parties” means the Trustee and each Holder of Notes.

“Notes” has the meaning assigned to it in the preamble to this Indenture. Except as expressly provided herein, the Initial Notes, the Exchange Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes, the Exchange Notes and any Additional Notes.

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“Notice of Actionable Default” means a written certification identified as a “Notice of Actionable Default,” substantially in the form attached to the Intercreditor Agreement or such other form reasonably satisfactory to the Collateral Agent, from any Bank Agent or the Trustee addressed to the Collateral Agent certifying that an Event of Default has occurred and is continuing under the applicable Financing Documents, and that any required notice thereof has been given and any grace periods provided for therein have expired.

“Offering Memorandum” means the offering memorandum of the Company, dated November 13, 2009.

“Officer” means the Chairman of the Board, the President, any Vice President, the Treasurer, an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company.

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, Vice Chairman, the President or a Vice President (regardless of Vice Presidential designation), and by the Treasurer, an Assistant Treasurer, Secretary or an Assistant Secretary, of the Company and delivered to the Trustee in connection with the delivery of the Annual Certificate, unless this Indenture specifically identifies a different time of delivery. One of the Officers signing an Officers’ Certificate given pursuant to Section 4.04(a) hereof shall be the principal executive, financial or accounting officer of the Company.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company (or to Parent or one of its Subsidiaries or the Trustee).

“Other Excluded Assets” means, as more fully described in the Security Documents (and in addition to any other Excluded Property), collectively, (i) all interests in real property other than fee interests located in the United States, (ii) any fee interest in real property if the value of such fee interest is less than $7.5 million and the Company’s fee interest, as of the Issue Date, in real property located in Irvington, New Jersey; (iii) Capital Stock or assets owned by the Parent Guarantor other than the Capital Stock of the Company and proceeds thereof; (iv) any Capital Stock and other securities of each Subsidiary of the Company to the extent that the pledge of such Capital Stock or other securities to secure the Notes or the Guarantees would cause such Subsidiary to be required to file separate financial statements with the Commission pursuant to Rule 3-16 of Regulation S-X; and (v) those assets that otherwise would constitute Collateral but as to which the Bank Agents shall not have required a lien or security interest.

“Other Junior Lien Obligations” means any Debt (and obligations related thereto) Issued as permitted by this Indenture that is intended to be secured by Liens permitted by this Indenture to rank junior in priority to the Liens securing the Note Obligations.

“Other Pari Passu Lien Obligations” means any Debt (and obligations related thereto) Issued as permitted by this Indenture that is intended to be secured by Liens that are permitted by this Indenture to rank pari passu in priority with the Liens securing the Note Obligations.

“Other Senior Lien Obligations” means any Debt (and obligations related thereto) Issued as permitted by this Indenture that is intended to be secured by Liens that are permitted by this Indenture to rank higher in priority than the Liens securing the Note Obligations.

“Parent” means Revlon, Inc., a Delaware corporation, and any other Person which acquires or owns directly or indirectly 80% or more of the voting power of the Voting Stock of the Company.

“Parent Guarantee” means a guarantee on the terms set forth in this Indenture by the Parent Guarantor of the Company’s obligations with respect to the Notes and this Indenture.

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“Parent Guarantor” means Revlon, Inc., a Delaware corporation, and its successors.

“Pari Passu Debt” means, with respect to any Person, the following obligations, whether outstanding on the Issue Date or thereafter created, incurred or assumed, and whether at any time owing actually or contingent:

     (i) all obligations of such Person consisting of the Bank Debt, the Notes and the Subsidiary Guarantees;

     (ii) all obligations of such Person consisting of the principal of and premium (if any) and accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person), and all fees, expenses and other amounts in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;

     (iii) all Capital Lease Obligations of such Person;

     (iv) all obligations of such Person (A) for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction, (B) under interest rate swaps, caps, collars, options and similar arrangements and foreign currency hedges entered into in respect of any obligations described in clauses (i), (ii) and (iii) or (C) Issued or assumed as the deferred purchase price of property and all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement;

     (v) all obligations of other Persons of the type referred to in clauses (ii), (iii) and (iv) and all dividends of other persons for the payment of which, in either case, such Person is responsible or liable as obligor, guarantor or otherwise, including by means of any agreement which has the economic effect of a guarantee; and

     (vi) all obligations consisting of Refinancings of any obligation described in clauses (i), (ii), (iii), (iv) or (v);

unless, in the case of any particular obligation, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are subordinate in right of payment to the Notes or the Subsidiary Guarantees, as the case may be. However, Pari Passu Debt will not include (1) any obligation of such Person to any Subsidiary of the Company or any Qualified Affiliate Debt, (2) any liability for Federal, state, local or other taxes owed or owing by such Person, (3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities), (4) any indebtedness, guarantee or obligation of such Person that is subordinate or junior in right of payment to any other indebtedness, guarantee or obligation of such Person or (5) that portion of any Debt which at the time of Issuance is issued in violation of this Indenture; provided, however, that in the case of this clause (5), (A) any Debt Issued to any Person who had no actual knowledge that the Issuance of such Debt was not permitted under this Indenture and who received on the date of Issuance thereof a certificate from an officer of the Company to the effect that the Issuance of such Debt would not violate this Indenture shall constitute Pari Passu Debt and (B) any Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business shall constitute Pari Passu Debt provided that such Debt would normally be extinguished within three Business Days of Issuance.

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“Pari Passu Liens” means, in the case of any Term Loan Collateral, all Liens securing the Multi-Currency Claims and the Noteholder Claims.

“Partially Owned Recourse Subsidiary” means a Subsidiary (other than a Non-Recourse Subsidiary) that is not a Wholly Owned Recourse Subsidiary.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Affiliate” means any individual that is a director or officer of the Company, of Parent, of a Subsidiary of the Company or of a Qualified Joint Venture; provided, however, that such individual is not also a director or officer of MacAndrews & Forbes Holdings or any Person that controls MacAndrews & Forbes Holdings.

“Permitted Business” means any business that is reasonably related, ancillary or complementary to the businesses of the Company and the Subsidiaries of the Company (other than the Non-Recourse Subsidiaries) on the Issue Date or other business that is a reasonable extension or expansion of such businesses.

“Permitted Existing Subordinated Loans Refinancing” means (a) a Refinancing of Existing Subordinated Loans by exchange for or out of the proceeds of Refinancing Debt that is unsubordinated in right of payment, if at the time of Issuance of such Refinancing Debt, the Company would be able to Issue $1.00 of Debt pursuant to Section 4.09(a) hereof on a Pro Forma basis; and (b) a subsequent Refinancing of any Debt Issued in a Permitted Existing Subordinated Loans Refinancing.

“Permitted Holders” means (i) Ronald O. Perelman (or in the event of his incompetence or death, his estate, heirs, executor, administrator, committee or other personal representative (collectively, “heirs”)) and any Person controlled, directly or indirectly, by Ronald O. Perelman or his heirs, (ii) MacAndrews & Forbes Holdings and each Parent and (iii) the members of any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) of which any Person described in clause (i) or (ii) of this definition is a member, provided that, in the case of such group and without giving effect to the existence of such group or any other group, Persons who are either Persons described in clause (i) or (ii) of this definition have aggregate beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies. Any Person or group whose acquisition of beneficial ownership or assets constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with Section 4.13 hereof will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted Investment” means any Investment by the Company or a Subsidiary of the Company (other than a Non-Recourse Subsidiary) in:

     (a) the Company or any Subsidiary of the Company (other than a Non-Recourse Subsidiary);

     (b) any Person that will, upon the making of such Investment, become a Subsidiary of the Company (other than a Non-Recourse Subsidiary) and any Investment (other than an Investment made in contemplation of becoming a Subsidiary of the Company that is not a Non-Recourse Subsidiary) held by such Person; provided, however, that such Subsidiary is engaged in a Permitted Business;

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     (c) any Person if as a result of such Investment such Person is merged or consolidated with or into, or transfers or conveys all or substantially all its property to, the Company or a Subsidiary of the Company (other than a Non-Recourse Subsidiary) and any Investment (other than an Investment made in contemplation of such transaction) held by such Person; provided, however, that such Person’s is engaged in a Permitted Business;

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

     (e) receivables owing to the Company or a Subsidiary of the Company (other than a Non-Recourse Subsidiary) and prepaid expenses, in each case, created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or such Subsidiary of the Company (other than a Non-Recourse Subsidiary) deems reasonable under the circumstances;

     (f) payroll, travel, moving and similar loans and advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

     (g) loans and advances to, and guarantees of Debt of, employees made in the ordinary course of business; provided, however, that such loans and advances do not exceed $10.0 million in the aggregate at any one time outstanding;

     (h) Investments received in settlement, compromise, resolution or enforcement of (i) Investments acquired by the Company or any Subsidiary (other than a Non-Recourse Subsidiary) in exchange for any other Investment or accounts receivable held by the Company or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Person in which such other Investment is made or which is the obligor with respect to such accounts receivable, (ii) debts created in the ordinary course of business and owing to the Company or a Subsidiary of the Company (other than a Non-Recourse Subsidiary) or (iii) foreclosure proceedings, litigation, arbitration or other disputes with Persons;

     (i) any Investment in securities or other assets not constituting cash, Cash Equivalents, Investment Grade Securities or the foreign equivalents thereof and received in connection with (A) an Asset Sale consummated in compliance with Section 4.10 hereof or (B) any disposition of property not constituting an Asset Sale;

     (j) any Investment acquired solely in exchange for the issuance of Capital Stock (other than Redeemable Stock and Exchangeable Stock) of the Company or any direct or indirect parent of the Company;

     (k) Investments existing on the Issue Date;

     (l) any Hedging Obligation;

     (m) guarantees of Debt permitted under Section 4.09 hereof and performance guarantees in the ordinary course of business;

     (n) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing, joint development or similar arrangements with other persons;

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     (o) Investments in joint ventures engaged or to be engaged in a Permitted Business or in other Permitted Businesses made for Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value) that do not exceed the greater of (i) $50.0 million and (y) 6.0% of Consolidated Total Assets in the aggregate outstanding at any one time;

     (p) Investments relating to a Receivables Facility; provided that in the case of Receivables Facilities established after the Issue Date, such Investments are necessary or advisable (in the good faith determination of the Company) to effect such Receivables Facility;

     (q) advances, loans, promotions and extensions of credit to suppliers, customers and vendors in the ordinary course of business;

     (r) Investments resulting from the acquisition of a Person that at the time of such acquisition held instruments constituting Investments that were not acquired in contemplation of the acquisition of such Person;

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

     (t) other Investments made for Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value) that do not exceed the greater of (i) $75.0 million and (ii) 8.5% of Consolidated Total Assets in the aggregate outstanding at any one time;

in the case of each of the foregoing clauses (a) through (t) net of, with respect to the applicable Permitted Investment in any particular Person, the cash return received after the Issue Date as a result of any sale for cash, repayment, redemption, liquidation, distribution or other cash realization (not included in Consolidated Net Income), not to exceed the amount of such Permitted Investment made after the Issue Date.

“Permitted OID” means original issue discount which does not exceed 5% of the aggregate principal amount of the Debt Issued.

“Permitted Transactions” means (i) any transaction or series of similar transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) between the Company or any Subsidiary of the Company, on the one hand, and any Affiliate of the Company, on the other hand, existing on, or pursuant to an agreement in effect on, the Issue Date and any amendment thereto or replacement thereof (so long as any such amendment or replacement is not materially more disadvantageous to the holders of the Notes when taken as a whole as compared to the applicable agreement as in effect on the Issue Date as reasonably determined in good faith by the Company) and (ii) any Tax Sharing Agreement.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock,” as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of

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assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

“principal” of a Note as of any date means the principal of the Note as of such date.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Pro Forma” means with respect to any calculation, a calculation made in good faith by the principal financial or principal accounting officer of the Company, which calculation to be made in connection with an Investment, an acquisition, a disposition, a merger, a consolidation, a disposition or discontinuation of a business or operations or a reduction in force or furlough may take into account any reduction in net costs and related adjustments that such officer reasonably determines to relate to or arise from such Investment, acquisition, disposition, merger, consolidation, disposition or discontinuation of a business or operations or reduction in force or furlough and is based on identified actions to be taken or initiated within 12 months of the date of Investment, acquisition, disposition, merger, consolidation, disposition or discontinuation of a business or operations or a reduction in force or furlough, as if such reductions and adjustments had been effected as of the beginning of the relevant period; provided, however that if such calculation results in the Issuance of $50.0 million or greater of Debt, such calculation shall be approved in good faith by the Board of Directors; provided, further, however, that in making any such determination the Board of Directors shall be entitled to rely on the advice it receives from the chief accounting officer and chief financial officer of the Company, and shall not be required to consult with any independent third party or have such determination approved by an independent third party.

“Pro Forma EBITDA” means, for any consecutive four fiscal quarter period, the aggregate amount of EBITDA for such period, calculated on a Pro Forma basis, giving effect, without duplication and where applicable, to the events and transactions for which Pro Forma adjustments are to be made in the calculation of the Consolidated EBITDA Coverage Ratio.

“Put Amount” as of any date means, with respect to each $1,000 principal amount of Notes, 101% of the outstanding principal amount thereof as of the date of repurchase.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Affiliate Debt” means unsecured Debt that is subordinated in right of payment to the Notes and is issued by the Company to a Parent or an Affiliate of a Parent in an aggregate principal amount at any time outstanding not to exceed $75.0 million.

“Qualified Joint Venture” means a Person (other than a Subsidiary of the Company) controlled (as defined in the definition of an “Affiliate”) by the Company, in which no Affiliate of the Company (other than (x) a Wholly Owned Recourse Subsidiary of the Company, (y) a Permitted Affiliate and (z) another Qualified Joint Venture) has an Investment.

“Rating Agencies” means S&P and Moody’s or if S&P or Moody’s or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for S&P or Moody’s or both, as the case may be.

“Receivables Facility” means one or more receivables financing facilities, as amended, supplemented, modified, extended, renewed, restated, refunded, replaced or refinanced from time to time, the Debt of which is non-recourse (except for representations, warranties, covenants and indemnities made in connection with such facilities that the Company has determined in good faith to be customary in

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financings similar to a Receivables Facility, including those relating to servicing of the assets of a Receivables Subsidiary and those relating to any obligation of the Company or any Subsidiary of the Company (other than a Non-Recourse Subsidiary) to repurchase the assets it sold thereunder as a result of a breach of a representation, warranty or covenant or otherwise) to the Company and its Subsidiaries (other than Non-Recourse Subsidiaries) pursuant to which Company or any Subsidiary of the Company (other than a Non-Recourse Subsidiary) sells or transfers its accounts receivable, payment intangibles and related assets to either (x) a Person that is not a Subsidiary (other than a Non-Recourse Subsidiary) or (y) a Receivables Subsidiary that in turn sells or transfers its accounts receivable, payment intangibles and related assets to a Person that is not a Subsidiary (other than a Non-Recourse Subsidiary).

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

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

“Redeemable Stock” means any Capital Stock that by its terms or otherwise is required to be redeemed on or prior to the date that is 91 days after the Stated Maturity of the Notes or is redeemable at the option of the holder thereof at any time on or prior to the date that is 91 days after the Stated Maturity of the Notes; provided, however, that only the portion of the Capital Stock which so matures or is so mandatorily redeemable or is so redeemable at the option of the holder thereof prior to such date, shall be deemed to be Redeemable Stock; provided, further, however, that any Capital Stock that would constitute Redeemable Stock solely because the holders thereof have the right to require the Company or a Subsidiary of the Company (other than a Non-Recourse Subsidiary) to repurchase such Capital Stock upon the occurrence of a change of control or asset sale (each defined in a substantially similar manner to the corresponding definitions in this Indenture) shall not constitute Redeemable Stock if the terms of such Capital Stock provide that the Company and the Subsidiaries (other than Non-Recourse Subsidiaries) may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is exchangeable) pursuant to such provision prior to compliance by the Company with the provisions of this Indenture described in Sections 4.10 and 4.13 hereof and such repurchase or redemption complies with Section 4.07 hereof.

“Refinance” means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue Debt in exchange or replacement for, such Debt. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Costs” means, with respect to any Debt being Refinanced, any premium actually paid thereon and reasonable costs and expenses, including underwriting discounts, in connection with such Refinancing.

“Registered Exchange Offer” has the meaning ascribed thereto in the Registration Agreement.

“Registration Agreement” means the Registration Agreement dated as of November 23, 2009 by and among the Company and the Initial Purchasers.

“Regulation S” means Regulation S promulgated under the Securities Act.

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“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A2 hereto deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Representative” means each of the Term Loan Administrative Agent, the Multi-Currency Administrative Agent and the Trustee.

“Required Holders” means, at any time, holders of a majority in principal amount of the Notes then outstanding except that under the circumstances described in Section 9.03(a) hereof, “Required Holders” means holders of 75% in principal amount of the Notes then outstanding.

“Required Secured Parties” means, collectively, (a) in the case of Section 2 of the Intercreditor Agreement, the Required Lenders (as defined in the Multi-Currency Credit Agreement) and the Required Lenders (as defined in the Term Loan Agreement) or, after the payment in full of all Multi-Currency Claims and all Term Loan Claims, the Trustee or the Required Holders and (b) in all other sections of the Intercreditor Agreement, the Required Lenders (as defined in the Multi-Currency Credit Agreement), the Required Lenders (as defined in the Term Loan Agreement) and the Trustee or the Required Holders.

“Responsible Officer” means the chief executive officer, the president, the chief financial officer, the chief operating officer, any vice president or any other financial officer of the Company and any other officer or similar official thereof responsible for the administration of the obligations of the Company in respect of the Notes.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Revolving Credit Facility” means the revolving loan portion of the credit facilities evidenced by the Credit Agreements, as such portion of the Credit Agreements may be amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any other revolving credit facilities, and any agreement (and related document) governing Debt Issued to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such portion of the Credit Agreements or successor Credit Agreements, whether by the same or any other lender or group of lenders and whether Issued simultaneously with or at any time after the discharge of such Debt.

“Rule 144” means Rule 144 promulgated under the Securities Act.

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“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Secured Claims” means, collectively, the Multi-Currency Claims, the Term Loan Claims and the Noteholder Claims.

“Secured Parties” means, collectively, the Multi-Currency Secured Parties, the Term Loan Secured Parties and the Noteholder Secured Parties.

“Secured Debt” means any Debt secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Agreement” means the Second Amended and Restated Pledge and Security Agreement, dated as of the Issue Date, among the Collateral Agent, the Parent Guarantor, the Company and each other Guarantor, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Security Documents” means the Security Agreement and the other security agreements, pledge agreements, mortgages, collateral assignments and related agreements, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating the security interests in the Collateral to secure the Notes, the Guarantees and related Note Obligations, as contemplated by this Indenture.

“Senior Claims” means:

     (a) in the case of any Multi-Currency Collateral, (i) with respect to all Term Loan Claims, all Multi-Currency Claims and (ii) with respect to all Noteholder Claims, collectively, all Multi-Currency Claims and all Term Loan Claims; and

     (b) in the case of any Term Loan Collateral, with respect to all Multi-Currency Claims and all Noteholder Claims, all Term Loan Claims.

The term “Senior Claims” shall include all interest accrued or accruing (or which would, absent the commencement of an Insolvency Proceeding, accrue) after the commencement of an Insolvency Proceeding in accordance with and at the rate specified in the Senior Documents whether or not the claim for such interest is allowed as a claim in such Insolvency Proceeding. To the extent any payment with respect to the Senior Claims (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

“Senior Documents” means, collectively, with respect to any Senior Claim, any provision pertaining to such Senior Claim in any Financing Document or any other document, instrument or certificate evidencing or delivered in connection with such Senior Claim.

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“Senior Liens” means:

     (a) in the case of any Multi-Currency Collateral, (i) with respect to all Liens securing the Term Loan Claims, all Liens securing the Multi-Currency Claims and (ii) with respect to all Liens securing the Noteholder Claims, collectively, all Liens securing the Multi-Currency Claims and all Liens securing the Term Loan Claims; and

     (b) in the case of any Term Loan Collateral, with respect to all Liens securing the Multi- Currency Claims and all Liens securing the Noteholder Claims, all Liens securing the Term Loan Claims.

“Shelf Registration Statement” has the meaning ascribed thereto in the Registration Agreement.

“Significant Subsidiary” means (i) any Subsidiary (other than a Non-Recourse Subsidiary) of the Company which at the time of determination either (A) had assets which, as of the date of the Company’s most recent quarterly consolidated balance sheet, constituted at least 5% of the Company’s total assets on a consolidated basis as of such date, in each case determined in accordance with GAAP, or (B) had revenues for the 12-month period ending on the date of the Company’s most recent quarterly consolidated statement of income which constituted at least 5% of the Company’s total revenues on a consolidated basis for such period, or (ii) any Subsidiary of the Company (other than a Non-Recourse Subsidiary) which, if merged with all Defaulting Subsidiaries (as defined below) of the Company, would at the time of determination either (A) have had assets which, as of the date of the Company’s most recent quarterly consolidated balance sheet, would have constituted at least 10% of the Company’s total assets on a consolidated basis as of such date or (B) have had revenues for the 12-month period ending on the date of the Company’s most recent quarterly consolidated statement of income which would have constituted at least 10% of the Company’s total revenues on a consolidated basis for such period (each such determination being made in accordance with GAAP).

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency).

“Subordinated Obligation” means any Debt of the Company or a Subsidiary Guarantor (whether outstanding on the date hereof or hereafter Issued) which is subordinate or junior in right of payment to the Notes or the applicable Subsidiary Guarantee.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.

“Subsidiary Guarantee” means a guarantee on the terms set forth in this Indenture by a Subsidiary Guarantor of the Company’s obligations with respect to the Notes.

“Subsidiary Guarantors” means, collectively, any Subsidiary that issues a Subsidiary Guarantee on the Issue Date or, subsequent to the Issue Date, executes a Subsidiary Supplemental Indenture in the form attached to this Indenture.

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“Tax Sharing Agreement” means (i) that certain Tax Sharing Agreement entered into as of March 26, 2004, among the Company, its Subsidiaries and Revlon, Inc., with respect to consolidated or combined tax returns including the Company or any of its Subsidiaries, but only to the extent that the amounts payable from time to time by the Company or any such Subsidiary do not exceed the corresponding tax payments the Company or such Subsidiary would have been required to make to any relevant taxing authority had the Company or such Subsidiary not joined in such consolidated or combined returns, but instead had filed returns including only the Company or its Subsidiaries, (ii) that certain agreement dated June 24, 1992, as amended, among the Company, certain of its Subsidiaries, Revlon Holdings LLC, Revlon, Inc. and MacAndrews & Forbes Holdings, and (iii) any other tax allocation agreement between the Company or any of its Subsidiaries with any direct or indirect shareholder of the Company with respect to consolidated or combined tax returns including the Company or any of its Subsidiaries but only to the extent that amounts payable from time to time by the Company or any such Subsidiary under any such agreement do not exceed the corresponding tax payments that the Company or such Subsidiary would have been required to make to any relevant taxing authority had the Company or such Subsidiary not joined in such consolidated or combined returns, but instead had filed returns including only the Company or its Subsidiaries (provided that any such agreement may provide that, if the Company or any such Subsidiary ceases to be a member of the affiliated group of corporations of which MacAndrews & Forbes Holdings or any other Person is the common parent for purposes of filing a consolidated Federal income tax return (such cessation, a “Deconsolidation Event”), then the Company or such Subsidiary shall indemnify such direct or indirect shareholder with respect to any Federal, state or local income, franchise or other tax liability (including any related interest, additions or penalties) imposed on such shareholder as the result of an audit or other adjustment with respect to any period prior to such Deconsolidation Event that is attributable to the Company, such Subsidiary or any predecessor business thereof (computed as if the Company, such Subsidiary or such predecessor business, as the case may be, were a stand-alone entity that filed separate tax returns as an independent corporation), but only to the extent that any such tax liability exceeds any liability for taxes recorded on the books of the Company or such Subsidiary with respect to any such period).

“Term Loan Administrative Agent” means (a) Citicorp USA, Inc., in its capacity as administrative agent under the Term Loan Agreement, (b) any successors and assigns thereto or any acting administrative agent, in each case, as permitted under the Term Loan Agreement, and (c) if there is no acting Term Loan Administrative Agent, the Required Lenders (as defined in the Term Loan Agreement).

“Term Loan Agreement” means the Term Loan Agreement dated as of December 20, 2006 among the Company, Citicorp USA, Inc., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., as syndication agent and the Lenders named therein, as amended, renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise modified from time to time, and any other Credit Agreement, to the extent that the Company designates any of the foregoing as a “Term Loan Credit Agreement.”

“Term Loan Claims” means all Term Loan Secured Obligations and all extensions of credit under any financing, or any arrangement for use of cash collateral, under any Bankruptcy Law extended or provided to any Loan Party by the Term Loan Lenders.

“Term Loan Collateral” has the meaning set forth in the Intercreditor Agreement; provided, however, that “Term Loan Collateral” shall not include any Excluded Property; and provided, further, that if any Excluded Property would have otherwise constituted Term Loan Collateral, when such property shall cease to be Excluded Property, such property shall be deemed to constitute Term Loan Collateral.

“Term Loan Lenders” means the Lenders (as defined in the Term Loan Agreement).

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“Term Loan Secured Obligations” means, collectively, (a) the “Payment Obligations” (as defined in the Term Loan Agreement), (b) the obligations of the Company and the Guarantors under the other “Loan Documents” (as defined in the Term Loan Agreement), (c) the Term Loan Eligible Obligations (as defined in the Intercreditor Agreement) and (d) any other obligations that the Company designates as “Term Loan Secured Obligations” as permitted by this Indenture.

“Term Loan Secured Party” means the Term Loan Administrative Agent and each holder of any Term Loan Secured Obligations.

“TIA” means the Trust Indenture Act of 1939, as amended, or any successor statute.

“Transactions” means the issuance of the Notes, the amendment of existing Credit Agreements by the Company in connection therewith, the retirement of the Company’s outstanding 9 ¹/2% Senior Notes due 2011 and all transactions contemplated by, incident to or related to any of the foregoing.

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) which has become publicly available at least two Business Days prior to the date fixed for repayment or, in the case of defeasance, prior to the date of deposit (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the then remaining average life to November 15, 2012; provided, however, that if the average life to November 15, 2012 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly yields of United States Treasury securities for which such yields are given, except that if the average life to November 15, 2012 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trust Officer” means any officer within the corporate trust department of the Trustee including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Trustee” means U.S. Bank National Association until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Uniform Commercial Code” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the security interests in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

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“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination. Except as described in Section 4.09 hereof whenever it is necessary to determine whether the Company has complied with any covenant in this Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

“Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors, managers or trustees thereof.

“Wholly Owned Recourse Subsidiary” means a Subsidiary of the Company (other than a Non-Recourse Subsidiary) all the Capital Stock of which (other than directors’ qualifying shares) is owned by (i) the Company, (ii) the Company and one or more Wholly Owned Recourse Subsidiaries or (iii) one or more Wholly Owned Recourse Subsidiaries.

Section 1.02 Other Definitions.

	Defined
	in
Term	Section
“Allocable Excess Proceeds”		4.10
“Annual Certificate”		4.04
“Authentication Order”		2.02
“Change of Control Notice”.		4.13
“Covenant Defeasance”		8.02
“DTC”		2.03
“Default Notice”		6.01
“Definitive Note Legend”		2.06
“Event of Default”		6.01
“Excess Proceeds”		4.10
“Funds in Trust”		8.03
“Inventory Transaction”		4.11
“Legal Defeasance”		8.02
“OID Legend”		2.06
“Offer Period”		4.10
“Paying Agent”		2.03
“Permitted Liens”		4.12
“Prepayment Offer”		4.10
“Repurchase Date”		4.10
“Refunding Capital Stock”		4.07
“Registrar”		2.03

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	Defined
	in
Term	Section
“Restricted Contribution”		4.07
“Restricted Payment”		4.07
“Suspended Covenants ”		4.19

Section 1.03 Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     “indenture securities” means the Notes;

     “indenture security Holder” means a Holder of a Note;

     “indenture to be qualified” means this Indenture;

     “indenture trustee” or “institutional trustee” means the Trustee; and

     “obligor” on the Notes and the Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

     All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule under the TIA have the meanings so assigned to them.

Section 1.04 Rules of Construction.

     (a) Unless the context otherwise requires:

     (1) a term has the meaning assigned to it;

     (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

     (3) “or” is not exclusive;

     (4) words in the singular include the plural, and in the plural include the singular;

     (5) “will” shall be interpreted to express a command;

     (6) references to “interest” shall also be deemed to be references to Additional Interest, unless the context otherwise requires;

     (7) references to laws and statutes shall be deemed to refer to successor laws and statutes thereto; and

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     (8) references to forms, sections of or rules under the TIA, the Securities Act or the Exchange Act will be deemed to include substitute, replacement of successor forms, sections or rules adopted by the Commission from time to time.

     (b) Any subsequent restatement of financial statements shall have no retroactive effect for purposes of calculations previously made pursuant to the covenants contained in this Indenture.

ARTICLE 2
THE NOTES

Section 2.01 Form and Dating.

     (a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A1 or A2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

     The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

     Initial Notes will be initially sold to (i) QIBs in reliance on Rule 144A and (ii) Non-U.S. Persons in reliance on Regulation S. Initial Notes may thereafter be transferred to QIBs, IAIs and other purchasers in reliance on Regulation S, subject to restrictions on transfer set forth herein.

     (b) Global Notes. Subject to Section 2.01(c) hereof, Notes issued in global form will be substantially in the form of Exhibit A1 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A1 hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

     (c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S that are issued in global form will be issued initially in the form of Regulation S Temporary Global Notes substantially in the form of Exhibit A2, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to a Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of:

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     (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note or an IAI Global Note of the same series bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

     (2) an Officers’ Certificate from the Company.

     Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note of the same series. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

     (d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

     One Officer of the Company must sign the Notes by manual or facsimile signature.

     If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

     A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

     The Trustee will, upon receipt of a written order of the Company signed by an Officer of the Company (an “Authentication Order”), authenticate and deliver for original issue Notes that may be validly issued under this Indenture, including any Additional Notes and at any time from time to time thereafter as provided for in this Indenture. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

     The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Indenture Agent to deal with Holders or an Affiliate of the Company.

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Section 2.03 Registrar and Paying Agent.

     The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional Paying Agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Indenture Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

     The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Company may change any Paying Agent or Registrar without notice to any Holder.

     The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

     The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

     The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a).

Section 2.06 Transfer and Exchange.

     (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:

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     (1) the Depositary notifies the Company or the Trustee (which notice shall be forwarded promptly to the other party by the party receiving such notice) (a) that it is unwilling or unable to continue to act as Depositary for the Global Notes or (b) that it has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after such notification;

     (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or

     (3) there has occurred and is continuing an Event of Default with respect to the Notes.

     Upon the occurrence of either of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee, which Definitive Notes shall be Restricted Definitive Notes and bear the Private Placement Legend to the extent such Definitive Notes were issued in respect of beneficial interests in a Restricted Global Note. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

     (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

     (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) hereof, the transferor of such beneficial interest must deliver to the Registrar either:

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     (A) both:

     (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

     (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

     (B) both:

     (iii) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

     (iv) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in Section 2.06(b)(1) hereof;

provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act.

Upon consummation of a Registered Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. Notwithstanding anything to the contrary, beneficial interests in a Regulation S Temporary Global Note may not be exchanged for beneficial interests in any Global Note other than a Regulation S Temporary Global Note prior to the expiration of the Restricted Period.

     (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) hereof and the Registrar receives the following:

     (A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

     (B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or the Regulation S Permanent Global Note,

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then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

     (C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

     (4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) hereof and:

     (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in accordance with the Registration Agreement and the Holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Agreement;

     (C) such exchange or transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Agreement; or

     (D) the Registrar receives the following:

     (i) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

     (ii) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act and that the Private Placement Legend may be removed from the Note.

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     If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

     Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

     (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any Holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

     (A) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

     (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

     (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

     (E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

     (F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

     (G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall

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authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

     (2) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

     (3) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Agreement and the Holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Agreement;

     (C) such exchange or transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Agreement; or

     (D) the Registrar receives the following:

     (i) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

     (ii) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act and that the Private Placement Legend may be removed from the Note.

     (4) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any Holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

     (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

     (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

     (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

     (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

     (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

     (E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a

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certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

     (F) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

     (G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note.

     (2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Agreement;

     (C) such exchange or transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Agreement; or

     (D) the Registrar receives the following:

     (i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

     (ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the

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Private Placement Legend are no longer required in order to maintain compliance with the Securities Act and that the Private Placement Legend may be removed from the Note.

     Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

     (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

     If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

     (1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

     (A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

     (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

     (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

     (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or

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transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

     (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Agreement;

     (C) any such exchange or transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Agreement; or

     (D) the Registrar receives the following:

     (i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

     (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

     (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

     (f) Registered Exchange Offer. Upon the occurrence of the Registered Exchange Offer in accordance with the Registration Agreement, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate:

     (1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Registered Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company; and

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     (2) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Registered Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company.

     Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.

     (g) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

     (1) Private Placement Legend.

     (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE ONE YEAR ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY; (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY); (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY); (4) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE (501)(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND THE TRUSTEE; (5) PURSUANT TO ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT; OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES THAT IT WILL FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND

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OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) PURCHASING FROM A PERSON NOT PARTICIPATING IN THE INITIAL DISTRIBUTION OF THIS SECURITY (OR ANY PREDECESSOR SECURITY), THAT IT IS AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(l), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.”

Each Definitive Note shall also bear the following additional legend (the “Definitive Note Legend”):

“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”

     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

     (2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS

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MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

     (3) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note will bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.”

     (4) OID Legend. To the extent required by Section 1275(c)(1)(A) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.1275-3(b)(1), each Note issued at a discount to its stated redemption price at maturity shall bear a legend (the “OID Legend”) in substantially the following form (with any necessary amendments thereto to reflect any amendments occurring after the Issue Date to the applicable sections):

“FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY CONTACT THE ISSUER AT 237 PARK AVENUE, NEW YORK, NEW YORK, 10017, ATTENTION: CHIEF LEGAL OFFICER, AND THE ISSUER WILL PROVIDE YOU WITH THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS NOTE.”

     (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

     (i) General Provisions Relating to Transfers and Exchanges.

     (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

     (2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or

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similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.13 and 9.06 hereof).

     (3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

     (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

     (5) Neither the Registrar nor the Company will be required:

     (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

     (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

     (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

     (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Indenture Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Indenture Agent or the Company shall be affected by notice to the contrary.

     (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

     (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

     (9) To the extent that any Notes are issued at a discount to their stated redemption price at maturity and bear the legend required by Section 2.06(g)(4) hereof, each group of Notes bearing a given amount of original issue discount shall be treated as a separate series only for purposes of the transfer and exchange provisions of this Section 2.06.

Section 2.07 Replacement Notes.

     If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note of the same series if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to

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protect the Company, the Trustee, any Indenture Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.

     Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

     The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company and not cancelled shall not be deemed to be outstanding for purposes of Section 3.07 hereof.

     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

     If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09 Treasury Notes.

     In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded.

Section 2.10 Temporary Notes.

     Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes of the same series in exchange for temporary Notes.

     Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11 Cancellation.

     The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer,

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exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of such canceled Notes (subject to the record retention requirement of the Exchange Act). Certification of the disposal of all canceled Notes will be delivered to the Company upon its request. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

     If the Company defaults in a payment of interest on any series of the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in such Notes and in Section 4.01 hereof. The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each such Note and the date of the proposed payment. The Company will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders of such Notes a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.13 CUSIP Numbers.

     The Company in issuing the Notes may use “CUSIP” numbers, “ISIN” or “Common Code” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers, “ISIN” or “Common Code” numbers.

ARTICLE 3
REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

     If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate of the Company (except that such Officers’ Certificate may be furnished more than 60 days prior to a redemption date if it is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article 8 or 11 hereof) setting forth:

     (1) the clause of this Indenture pursuant to which the redemption shall occur;

     (2) the redemption date;

     (3) the principal amount of Notes to be redeemed; and

     (4) the redemption price.

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Section 3.02 Selection of Notes to Be Redeemed or Purchased.

     If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select such Notes for redemption pro rata or by such other method as is applied by the Depositary to the extent practicable unless otherwise required by law or applicable stock exchange requirements.

     In the event of partial redemption or purchase by lot, the particular Notes of the series to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

     The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in minimum amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of such Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption.

     Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof.

     The notice will identify the Notes to be redeemed and will state:

     (1) the redemption date;

     (2) the redemption price;

     (3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes of the same series in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

     (4) the name and address of the Paying Agent;

     (5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

     (6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

     (7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

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     (8) the “CUSIP” number, “ISIN” or “Common Code” number, if any, listed on such notice or printed on such Notes; and

     (9) that no representation is made as to the correctness or accuracy of the CUSIP number listed in such notice or printed on the Notes.

     At the Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days (or such shorter period as may be agreed by the Trustee) prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

     Prior to 12:00 p.m. Central Standard Time on the redemption or purchase date or prior to the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest on, all Notes to be redeemed or purchased.

     If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

     Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company a new Note of the same series equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07 Optional Redemption.

     (a) At any time prior to November 15, 2012, the Company may, from time to time, redeem up to 35% of the aggregate principal amount of the Notes and any Additional Notes with, and to the extent the Company actually receives, the net proceeds of one or more Equity Offerings from time to time, at 109.750% of the principal amount thereof, plus accrued interest to the date of redemption;

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provided, however, that at least 65% of the aggregate principal amount of the Notes must remain outstanding after each such redemption.

     (b) Except pursuant to Section 3.07(a) hereof and Section 3.07(e) hereof, the Notes will not be redeemable at the Company’s option prior to November 15, 2012.

     (c) On and after November 15, 2012, the Notes may be redeemed at the option of the Company, at any time as a whole, or from time to time in part, at the following redemption prices (expressed as percentages of principal amount), plus accrued interest to the date of redemption, if redeemed during the 12-month period beginning on November 15 of the years indicated below:

Year	Percentage
2012		104.875	%
2013		102.438	%
2014		100.000	%

     (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

     (e) At any time or from time to time prior to November 15, 2012, the Company may, at any time or from time to time, redeem the Notes as a whole or in part, at a redemption price per Note equal to the sum of (1) the then outstanding principal amount thereof, plus (2) accrued and unpaid interest (if any) to the date of redemption, plus (3) the Applicable Premium.

Section 3.08 Mandatory Redemption.

     The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

ARTICLE 4
COVENANTS

Section 4.01 Payment of Notes.

     The Company will pay or cause to be paid the principal of, premium, if any, and interest on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

     The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

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Section 4.02 Maintenance of Office or Agency.

     The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

     The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

     The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03 Commission Reports.

     (a) Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company will furnish to the Trustee within the time periods specified in the Commission’s rules and regulations:

     (1) all quarterly and annual reports that would be required to be filed or furnished with the Commission on Forms 10-Q and 10-K if the Company were required to file or furnish such reports; and

     (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

     All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, following the consummation of the Registered Exchange Offer, the Company will file or furnish, as applicable, a copy of each of the reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the rules and regulations (including Rules 12b-25 and 12h-5 under the Exchange Act) applicable to such reports (unless the Commission will not accept such a filing). If, at any time after consummation of the Registered Exchange Offer, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the Commission within the time periods specified above unless the Commission will not accept such a filing (in which case the Company shall post such reports on a publicly available portion of its website). The Company will not take any action for the purpose of causing the Commission not to accept any such filings.

     (b) For so long as any Notes remain outstanding, if at any time the Company is not required to file with the Commission the reports required by Section 4.03(a) hereof, it will furnish to the Holders of Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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     (c) If at any time the Notes are guaranteed by a direct or indirect parent of the Company, and such company has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, if applicable, and has filed with the Commission, the reports described herein with respect to such company, as applicable (including any financial information required by Regulation S-X under the Securities Act), the Company shall be deemed to be in compliance with the provisions of this Section 4.03.

     (d) Any information filed with, or furnished to, the Commission shall be deemed to have been made available to the Trustee in accordance with this Section 4.03. The subsequent filing or making available of any report required by this Section 4.03 shall be deemed automatically to cure any Default or Event of Default resulting from the failure to file or make available such report within the required time frame.

     (e) Notwithstanding the foregoing, the requirements set forth in this Section 4.03 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer or the effectiveness of the shelf registration statement contemplated by the Registration Agreement by the filing with the Commission of the registration statement for such Registered Exchange Offer or the shelf registration statement contemplated by the Registration Agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

Section 4.04 Compliance Certificate.

     (a) The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officers’ Certificate (the “Annual Certificate”), stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default by the Company and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto.

     (b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, within 30 days of any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 4.05 Taxes.

     The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment would not reasonably be expected to result in a material adverse effect on the business, assets, operations or financial condition of the Company and its Subsidiaries taken as a whole or the ability of the Company and the Guarantors (taken as a whole) to perform their obligations under this Indenture or the rights of, or remedies available to the Trustee or the Holders under, this Indenture.

Section 4.06 Stay, Extension and Usury Laws.

     The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of

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any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Limitation on Restricted Payments.

     (a) The Company shall not, and shall not permit any Subsidiary of the Company (other than a Non-Recourse Subsidiary) to, directly or indirectly, (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company) or to the holders of its Capital Stock (except dividends or distributions payable solely in its Non-Convertible Capital Stock or in options, warrants or other rights to purchase its Non-Convertible Capital Stock and except dividends or distributions payable to the Company or a Subsidiary of the Company and, if a Subsidiary of the Company is not wholly owned, to its equity holders as a whole, in accordance with their holdings), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company, (iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value prior to any scheduled maturity, scheduled repayment or scheduled sinking fund payment, the principal amount of any Subordinated Obligations, other than (x) Subordinated Obligations with respect to Debt permitted under Section 4.09(b)(3) hereof or (y) the purchase, repurchase, redemption, defeasance, other acquisition or redemption for value of the principal amount of any Subordinated Obligations (other than Non-Contributed Existing Subordinated Loans) in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption or acquisition, (iv) purchase, repurchase, redeem, defease or otherwise acquire or retire for value at any time (including at scheduled maturity) the principal amount of any Non-Contributed Existing Subordinated Loan, or (v) make any Investment, other than a Permitted Investment (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment being herein referred to as a “Restricted Payment”), if at the time the Company or such Subsidiary makes such Restricted Payment and after giving effect thereto (the Fair Market Value of any such Restricted Payment, if other than in cash, shall be determined in accordance with the provisions herein):

     (1) a Default shall have occurred and be continuing (after giving effect to such Restricted Payment);

     (2) the Company is not able to incur $1.00 of additional Debt in accordance with the provisions of Section 4.09(a) hereof; or

     (3) the aggregate amount of such Restricted Payment and all other Restricted Payments, without duplication, after the Issue Date would exceed the sum of:

          (A) 50% of the Consolidated Net Income of the Company accrued during the period (treated as one accounting period) from October 1, 2009, to the end of the most recent fiscal quarter for which financial statements are available (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit);

          (B) the aggregate Net Cash Proceeds and the Fair Market Value of marketable securities or other property received by the Company from the Issue or sale of its Capital Stock (other than Redeemable Stock, Exchangeable Stock or Designated Preferred Stock) subsequent to the Issue Date (other than an Issuance or sale to a Subsidiary of the Company or an employee stock ownership plan or other trust established by the Company or any Subsidiary for the benefit of their employees);

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          (C) the aggregate Net Cash Proceeds and the Fair Market Value of marketable securities or other property received by the Company from the Issue or sale of its Capital Stock (other than Redeemable Stock, Exchangeable Stock or Designated Preferred Stock) to an employee stock ownership plan subsequent to the Issue Date; provided, however, that if such employee stock ownership plan Issues any Debt, such aggregate amount shall be limited to an amount equal to any increase in the Consolidated Net Worth of the Company resulting from principal repayments made by such employee stock ownership plan with respect to Debt incurred by it to finance the purchase of such Capital Stock;

          (D) the amount by which Debt of the Company is reduced on the Company’s balance sheet upon the conversion or exchange (other than by a Subsidiary) subsequent to the Issue Date of any Debt of the Company convertible or exchangeable for Capital Stock (other than Redeemable Stock or Exchangeable Stock) of the Company (less the amount of any cash, or other property, distributed by the Company upon such conversion or exchange);

          (E) the aggregate net cash proceeds and the Fair Market Value of marketable securities or other property received by the Company subsequent to the Issue Date as capital contributions (which shall not be deemed to include any net cash proceeds received in connection with (i) the issuance of any Qualified Affiliate Debt, and (ii) any contribution designated at the time it is made as a restricted contribution (a “Restricted Contribution”));

          (F) to the extent that an Investment made by the Company or a Subsidiary subsequent to the Issue Date has theretofore been included in the calculation of the amount of Restricted Payments, the aggregate cash proceeds and the Fair Market Value of marketable securities or other property received by means of (A) the sale or other disposition (other than to the Company or a Subsidiary of the Company that is not a Non-Recourse Subsidiary) of such Investments, or any repayments, repurchases or redemptions of such Investments or (B) the sale (other than to the Company or a Subsidiary of the Company that is not a Non-Recourse Subsidiary) of the Capital Stock of a Non-Recourse Subsidiary or a distribution from a Non-Recourse Subsidiary (other than in each case to the extent the Investment in such Non-Recourse Subsidiary was made by the Company or a Subsidiary of the Company that is not a Non-Recourse Subsidiary) of the Capital Stock of a Non-Recourse Subsidiary or a distribution from a Non-Recourse Subsidiary (other than in each case to the extent the Investment in such Non-Recourse Subsidiary was made by the Company or a Subsidiary of the Company that is not a Non-Recourse Subsidiary pursuant to Section 4.07(b)(xi) hereof or to the extent such Investment constituted a Permitted Investment) or a dividend from a Non-Recourse Subsidiary; and

          (G) in the case a Subsidiary of the Company ceases to be a Non-Recourse Subsidiary (but remains a Subsidiary) after the Issue Date, the Fair Market Value of the Investment in such Non-Recourse Subsidiary, to the extent the Investment in such Non-Recourse Subsidiary was made by the Company or a Subsidiary (other than a Non-Recourse Subsidiary) pursuant to Section 4.07(b)(xi) hereof or to the extent such Investment constituted a Permitted Investment.

     Notwithstanding the foregoing, the Company may take actions to make a Restricted Payment in anticipation of the occurrence of any of the events described in Section 4.07(a) hereof or Section 4.07(b) hereof; provided, however, that the making of such Restricted Payment shall be conditional upon the occurrence of such event. For the purposes of this Section 4.07, an Investment shall be measured as of the date it is made and without giving effect to subsequent changes in value.

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     (b) Section 4.07(a) hereof will not prohibit the following:

     (i) any Restricted Payment made by exchange for, or in an amount equal to the proceeds of an Issue or sale of, Capital Stock of the Company (other than Redeemable Stock or Exchangeable Stock and other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan) (“Refunding Capital Stock”) or of a cash capital contribution to the Company, in each case, occurring within 60 days of such Restricted Payment, provided, however, that (x) such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments and (y) the Net Cash Proceeds from such sale shall be excluded from clauses (3)(B), (3)(C) and 3(E) of Section 4.07(a) hereof;

     (ii) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of (A) Subordinated Obligations of the Company or a Subsidiary Guarantor made by exchange for, or out of the proceeds of a sale of, Debt Issued pursuant to Section 4.09(b)(5) hereof or other Subordinated Obligations or (B) Existing Subordinated Loans by exchange for or out of the proceeds of Refinancing Debt permitted to be incurred under Section 4.09(b)(18) hereof, in each case, occurring within 60 days of such purchase, redemption, defeasance or other acquisition or retirement for value; provided, however, that any such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments;

     (iii) dividends, distributions or the consummation of any irrevocable redemption paid within 60 days after the date of declaration of the dividend, distribution or the giving of the redemption notice, or Restricted Payments made within 60 days after the making of a binding commitment in respect thereof, if at such date of declaration or of such commitment such dividend, distribution, redemption notice or other Restricted Payment would have complied with paragraph (a); provided, however, that at the time of payment of such dividend or the making of such Restricted Payment, no Event of Default shall have occurred and be continuing after giving effect to such payment; provided, further, however, that such dividend or other Restricted Payment shall be included in the calculation of the amount of Restricted Payments;

     (iv) so long as no Default has occurred and is continuing after giving effect to such transactions: (A) amounts paid or property transferred pursuant to the Permitted Transactions and (B) dividends or distributions, redemptions of Capital Stock and other Restricted Payments in an aggregate amount not to exceed the sum of all Restricted Contributions; provided, however, that such amounts paid, property transferred, dividends, distributions, redemptions and Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments;

     (v) Restricted Payments in an aggregate amount not to exceed $5.0 million per annum from the Issue Date (net of any applicable cash exercise price actually received by the Company) made from time to time to purchase, redeem, acquire or retire for value any Capital Stock of the Company or Parent held by, or any Restricted Payments made to, any future, current or former director, officer, manager, consultant or employee of the Company or Parent or any Subsidiary of the Company (other than a Non-Recourse Subsidiary) or their estates or the beneficiaries of their estates; provided, however, that amounts available pursuant to this clause (v) to be utilized for Restricted Payments during any such year may be carried forward and utilized in any succeeding year; provided, further, however, that such amounts paid under this clause (v) shall be excluded in the calculation of the amount of Restricted Payments;

     (vi) any purchase, repurchase, redemption, defeasance or other acquisition by any Non-Recourse Subsidiary of Non-Recourse Debt of such Non-Recourse Subsidiary; provided,

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however, that the amount of such purchase, repurchase, redemption, defeasance or other acquisition shall be excluded in the calculation of the amount of Restricted Payments;

     (vii) any purchase of any other Subordinated Obligations pursuant to an option given to a holder of such Subordinated Obligations pursuant to a “Change of Control” or “Limitation on Asset Sales” covenant which is not materially more favorable taken as a whole to the holders of such Subordinated Obligations than the provisions of Sections 4.10 or 4.13 hereof, respectively, are to holders as determined in good faith by an Officer of the Company, the determination of which shall be evidenced by an Officers’ Certificate; provided, however, that no such purchases shall be permitted prior to the time when the Company shall have purchased all Notes tendered for purchase and not withdrawn by holders electing to have their Notes purchased pursuant to the provisions of Sections 4.10 or 4.13 hereof; provided, further, however, that such purchases shall be excluded from the calculation of Restricted Payments;

     (viii) the declaration and payment of dividends by the Company to, or the making of loans by the Company to, its Parent in amounts required for the Parent to pay:

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

     (B) (without duplication for amounts paid pursuant to Section 4.07(b)(iv)(A) hereof) so long as the Company is a member of a consolidated, combined, unitary or similar group with the Parent for U.S. federal, state or local income tax purposes, (1) federal, state and local income taxes incurred by such parent companies, but only to the extent such income taxes are attributable to the income of the Company and the Subsidiaries (other than Non-Recourse Subsidiaries), provided that in each case the amount of such payments with respect to any fiscal year does not exceed the amount that the Company and the Subsidiaries (other than Non-Recourse Subsidiaries) would have been required to pay in respect of such income taxes for such fiscal year were the Company and its Subsidiaries (other than Non-Recourse Subsidiaries) a consolidated or combined group of which the Company was the common parent, and (2) amounts required to pay federal, state and local income taxes to the extent attributable to the income of the Non-Recourse Subsidiaries, if any, but only to the extent of the amount actually received by the Company from such Non-Recourse Subsidiaries; and

     (C) reasonable fees and expenses incurred in connection with any successful or unsuccessful debt or equity offering or any successful or unsuccessful acquisition or strategic transaction by the Parent;

provided, however, that such amounts paid shall be excluded in the calculation of the amount of Restricted Payments;

     (ix) so long as no Default shall have occurred and be continuing (after giving effect thereto), other Restricted Payments in an amount which, when taken together with all other Restricted Payments made pursuant to this clause (ix) and then outstanding, does not exceed $20.0 million; provided, however, that such amounts shall be excluded in the calculation of the amount of Restricted Payments;

     (x) repurchases of Capital Stock deemed to occur upon the exercise of stock options or warrants if such Capital Stock represents a portion of the exercise price of such options or

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warrants; provided, however, that such amounts shall be excluded in the calculation of the amount of Restricted Payments;

     (xi) Investments in Non-Recourse Subsidiaries, having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (xi) that are at the time outstanding, without giving effect to the sale of a Non-Recourse Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed the greater of (x) $20.0 million and (y) 2.0% of Consolidated Total Assets at the time of such Investment, net of the cash return received after the Issue Date as a result of any sale for cash, repayment, redemption, liquidation, distribution or other cash realization (not included in Consolidated Net Income), not to exceed the amount of such Investments after the Issue Date; provided, however, that such amounts shall be excluded in the calculation of the amount of Restricted Payments;

     (xii) payments of Receivables Fees other than to a Parent; provided, however, that such amounts shall be excluded in the calculation of the amount of Restricted Payments;

     (xiii) the distribution, as a dividend or otherwise (and the declaration of such dividend) of shares of Capital Stock of, or Debt owed to the Company or any Subsidiary (other than a Non-Recourse Subsidiary) by a Non-Recourse Subsidiary; provided, however, that such amounts shall be excluded in the calculation of the amount of Restricted Payments;

     (xiv) so long as no Default has occurred and is continuing (after giving effect thereto), additional Restricted Payments to a Parent or any Affiliate of the Company, whether in respect of management fees or otherwise, in an aggregate amount not to exceed $5.0 million in any fiscal year; provided, that the Company may carry over and pay in any subsequent fiscal year, in addition to the amounts permitted for such fiscal year, any portion of the amounts otherwise permitted for prior fiscal years to be paid pursuant to this clause (xiv) that were not in fact paid; provided, further, however, that such amounts shall be excluded in the calculation of the amount of Restricted Payments;

     (xv) so long as no Default has occurred and is continuing (after giving effect to such transaction), dividends paid on the Company’s common Capital Stock (or the payment of dividends to any direct or indirect parent of the Company to fund the payment by such Parent of the Company of dividends on such entity’s common Capital Stock) of up to 6.0% per annum of the Net Cash Proceeds received by or contributed to the Company from any public offering of Capital Stock after the Issue Date, other than public offerings with respect to Capital Stock of the Company or any Parent registered on Form S-4 or Form S-8 and other than any public sale constituting a Restricted Contribution; provided, however, that such dividend or other Restricted Payment shall be included in the calculation of the amount of Restricted Payments;

     (xvi) any “deemed dividend” for accounting purposes resulting from, or in connection with the filing of a consolidated or combined federal income tax return by any Parent or any direct or indirect parent or Subsidiary of any Parent (and not involving any cash distribution from the Company except as permitted by a Tax Sharing Agreement); provided, however, that such amounts shall be excluded in the calculation of the amount of Restricted Payments;

     (xvii) (A) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Redeemable Stock or Exchangeable Stock) issued by the Company after the Issue Date; (B) the declaration and payment of dividends to a Parent, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Redeemable Stock or Exchangeable Stock) of such

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parent company issued after the Issue Date; provided that the aggregate amount of dividends paid pursuant to clauses (A) and (B) shall not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock; provided, however, in the case of each of (A) and (B) of this clause (xvii), that for the most recently ended four full fiscal quarters for which financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance on a Pro Forma basis, the Company would have had a Consolidated EBITDA Coverage Ratio of at least 2.00 to 1.00; provided, however, that such amounts specified in (A) and (B) above shall be excluded in the calculation of the amount of Restricted Payments;

     (xviii) (A) the declaration and payment of dividends to holders of any class or series of Redeemable Stock or Exchangeable Stock of the Company or any Subsidiary or Preferred Stock of any Subsidiary issued in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of Consolidated Interest Expense and (B) payment of any redemption price or liquidation value of any such Redeemable Stock, Exchangeable Stock or Preferred Stock when due in accordance with its terms; provided, however, that such amounts shall be excluded in the calculation of the amount of Restricted Payments; and

     (xix) any purchase, repurchase, redemption, other acquisition, payment or prepayment in respect of the Contributed Existing Subordinated Loans; provided, however, that such amounts shall be excluded in the calculation of the amount of Restricted Payments.

     (c) For purposes of determining compliance with this Section 4.07, in the event that a proposed Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in Section 4.07(b)(i) through (b)(xix) hereof, or is entitled to be incurred pursuant to Section 4.07(a) hereof, the Company will be entitled to classify or re-classify such Restricted Payment (or portion thereof) based on circumstances existing on the date of such reclassification in any manner that complies with this Section 4.07 and such Restricted Payment will be treated as having been made pursuant to only such clause or clauses in Section 4.07(b) hereof or Section 4.07(a) hereof.

Section 4.08 Limitation on Restrictions on Distributions from Subsidiaries

     (a) The Company shall not, and shall not permit any Subsidiary of the Company that is not a Subsidiary Guarantor to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company that is not a Subsidiary Guarantor to (i) pay dividends or make any other distributions on its Capital Stock to the Company (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock), (ii) pay any Debt owed to the Company or to a Subsidiary Guarantor or (iii) transfer any of its property or assets to the Company.

     (b) Section 4.08(a) hereof will not prohibit the following:

     (1) any encumbrance or restriction in effect at or entered into on the Issue Date, including pursuant to the Credit Agreements, the Indenture Documents, the Security Documents, the Intercreditor Agreement, any agreement entered into pursuant thereto, any Hedging Obligation or any other agreement;

     (2) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Debt Issued by such Subsidiary or pursuant to an agreement or instrument governing the Capital Stock of such Subsidiary on or prior to the date on

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which such Subsidiary was acquired by the Company (other than Debt Issued as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary of the Company or was acquired by the Company) and outstanding on such date;

     (3) any encumbrance or restriction pursuant to an agreement effecting an Issuance of Debt; provided, however, that any such encumbrance or restriction with respect to any Subsidiary is no less favorable to the holders of Notes than the least favorable of the encumbrances and restrictions with respect to such Subsidiary contained in the agreements referred to in clause (1) or (2) above, as determined in good faith by an Officer of the Company, the determination of which shall be evidenced by an Officers’ Certificate;

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

     (5) encumbrances or restrictions contained in (i) agreements governing Liens permitted to be incurred under the provisions of Section 4.12 hereof, and (ii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements, which limitation is in each case applicable only to the assets or interests that are the subject of such agreements but which may include customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

     (6) any encumbrance or restriction binding on a Foreign Subsidiary contained in an agreement pursuant to which such Foreign Subsidiary has Issued Debt permitted under Section 4.09 hereof;

     (7) any encumbrance or restriction relating to a Non-Recourse Subsidiary;

     (8) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature discussed in Section 4.08(a)(iii) hereof on the property so acquired;

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

     (10) restrictions created in connection with any Receivables Facility; provided that in the case of Receivables Facilities established after the Issue Date, such restrictions are necessary or advisable, in the good faith determination of the Company, to effect such Receivables Facility;

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

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

     (13) any encumbrances or restrictions of the type referred to in Sections 4.08(a)(i), (ii) and (iii) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; provided, further, that with respect to contracts, instruments or obligations existing on the Issue Date, any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are in the good faith judgment of the Company not materially more restrictive, taken as a whole, with respect to such encumbrances and other restrictions than those contained in such contracts, instruments or obligations as in effect on the Issue Date.

Section 4.09 Limitation on Debt.

     (a) The Company shall not, and shall not permit any Subsidiary of the Company to, Issue, directly or indirectly, any Debt; provided, however, that the Company and any Subsidiary of the Company shall be permitted to Issue Debt if, at the time of such Issuance, the Consolidated EBITDA Coverage Ratio for the period of the most recently completed four consecutive fiscal quarters for which financial statements are available exceeds the ratio of 2.0 to 1.0; provided, further, that the amount of Debt that may be Issued pursuant to the foregoing by Subsidiaries (other than Non-Recourse Subsidiaries) that are not Subsidiary Guarantors shall not exceed $125.0 million at any one time outstanding.

     (b) Notwithstanding the foregoing, the Company and its Subsidiaries may Issue the following Debt:

     (1) Debt, including Refinancing Debt, Issued pursuant to the Credit Agreements or otherwise in an aggregate principal amount, measured on the date of such issuance, which, when taken together with all other Debt Issued pursuant to this clause (1) and then outstanding, does not exceed the greater of (A) $1,100.0 million plus any Refinancing Costs less the sum of all principal payments with respect to such Debt (other than the Revolving Credit Facility) that are made pursuant to the proviso to Section 4.10(b)(i) hereof and (B) 3.5 times Pro Forma EBITDA for the period of the most recently completed four consecutive fiscal quarters for which financial statements are available;

     (2) Debt (other than Debt described in Section 4.09(b)(1) hereof), including Refinancing Debt, in respect of the undrawn portion of the face amount of or unpaid reimbursement obligations in respect of letters of credit for the account of the Company or any of the Subsidiaries in an aggregate amount at any time outstanding not to exceed the excess of

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(i) $150.0 million over (ii) the undrawn portion of the face amount of or unpaid reimbursement obligations in respect of letters of credit Issued under the Credit Agreements or any Refinancing thereof or any other credit agreement, indenture or other agreement pursuant to clause (1) above;

     (3) Debt of the Company Issued to and held by a Subsidiary of the Company (other than a Non-Recourse Subsidiary) and Debt of a Subsidiary of the Company Issued to and held by the Company or a Subsidiary of the Company (other than a Non-Recourse Subsidiary); provided, however, that (i) any subsequent Issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary of the Company or any subsequent transfer of such Debt (other than to the Company or a Subsidiary of the Company ((other than a Non-Recourse Subsidiary)) will be deemed, in each case, to constitute the Issuance of such Debt by the Company or of such Debt by such Subsidiary, and (ii) in the case of such Debt issued by the Company or a Subsidiary Guarantor to a Subsidiary of the Company (other than a Non-Recourse Subsidiary) that is not a Subsidiary Guarantor, such Debt is subordinated to the Subsidiary Guarantee of such Subsidiary Guarantor;

     (4) the Notes (other than Additional Notes), the Exchange Notes and Debt of the Company Issued to Refinance any Debt permitted by this clause (4); provided, however, that, in the case of a Refinancing, the proceeds of any such Refinancing Debt, net of any underwriting discounts or Permitted OID, do not exceed the principal amount of the Debt so Refinanced plus any Refinancing Costs thereof;

     (5) Subordinated Obligations not to exceed $110.0 million at any one time outstanding;

     (6) Debt (other than Debt described in clause (1), (4), (5) or (18) of this Section 4.09(b)) of the Company or any of its Subsidiaries outstanding on the Issue Date and Debt Issued to Refinance any Debt permitted by this clause (6), or Section 4.09(a) hereof;

     (7) Debt (including Capital Lease Obligations) Issued to finance or reimburse the cost of the acquisition, development, construction, purchase, lease, repair, addition or improvement of property (real or personal), equipment or other fixed or capital assets used or useful in a Permitted Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets (which Debt may be Issued at any time within 365 days of such acquisition, development, construction, purchase, lease, repair, addition or improvement), and Debt Issued to Refinance such Debt, in an amount, measured on the date of such Issuance which, when taken together with all other Debt Issued pursuant to this clause (7) and then outstanding, does not exceed the sum of (A) the greater of (x) 10% of Consolidated Total Assets at the time of such Issuance and (y) 10% of Consolidated Total Assets as of the Issue Date, plus (B) as of December 31, 2009, $7.5 million, plus for each period of twelve consecutive months ending on any December 31 thereafter, $7.5 million, plus any Refinancing Costs; provided, however, that any such amounts which are available to be utilized during any such twelve month period and are not so utilized may be utilized during any succeeding period;

     (8) Debt of a Subsidiary of the Company Issued and outstanding on or prior to the date on which such Subsidiary was acquired by the Company (other than Debt Issued as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary of the Company or was acquired by the Company), and Debt Issued to Refinance such Debt; provided, however, that on the date of such acquisition and after giving Pro Forma effect thereto, the Consolidated EBITDA Coverage Ratio for the period of the most

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recently completed four consecutive fiscal quarters for which financial statements are available shall be equal to or greater than the Consolidated EBITDA Coverage Ratio for such period without giving Pro Forma effect to such acquisition;

     (9) Non-Recourse Debt of a Non-Recourse Subsidiary; provided, however, that if any such Debt thereafter ceases to be Non-Recourse Debt of a Non-Recourse Subsidiary, then such event will be deemed for the purposes of this Section 4.09 hereof to constitute the Issuance of such Debt by the issuer thereof;

     (10) Qualified Affiliate Debt;

     (11) Debt of Foreign Subsidiaries in an aggregate principal amount at the time of Issuance which, when taken together with all other Debt issued by Foreign Subsidiaries pursuant to this clause (11) and then outstanding, does not exceed the greater of (x) $60.0 million or (y) 7.5% of Consolidated Total Assets;

     (12) Debt incurred by the Company or any Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, self-insurance obligations and bankers’ acceptances in the ordinary course of business; provided that upon the drawing of such letters of credit or the incurrence of such Debt, such obligations are reimbursed within 30 days following such drawing or incurrence;

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

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

     (15) Debt (A) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Debt is extinguished within two Business Days after its incurrence, or (B) supported by a letter of credit, in a principal amount not in excess of the stated amount of such letter of credit;

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     (16) Debt in an aggregate principal amount outstanding at any time not to exceed $200.0 million plus any Refinancing Costs; provided, however, that the aggregate principal amount of Debt Issued pursuant to this clause (16) by any Subsidiary other than a Subsidiary Guarantor and Debt Issued pursuant to this clause (16) by the Company or any Subsidiary Guarantor that is secured by a Lien permitted by Section 4.12(5)(ii) hereof shall not exceed $100.0 million at any time outstanding plus any Refinancing Costs;

     (17) Debt in an aggregate principal amount outstanding at any time not to exceed 100% of the net cash proceeds received by the Company after the Issue Date from the issue or sale of Capital Stock of the Company or cash contributed to the capital of the Company (in each case, other than proceeds of Redeemable Stock or sales of Capital Stock to the Company or any of its Subsidiaries) to the extent such net cash proceeds or cash have not been applied to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted Investments specified in clauses (a) and (d) of the definition thereof);

     (18) Debt outstanding on the Issue Date under the Existing Subordinated Loans, including Refinancing Debt in respect thereof, provided that (A) the proceeds of any such Refinancing Debt, net of any underwriting discounts or Permitted OID, do not exceed the principal amount of the Debt so Refinanced plus any Refinancing Costs thereof, (B) such Refinancing Debt shall be unsecured obligations, (C) such Refinancing Debt shall be subordinated in right of payment to the Notes and the Guarantees to the same extent as the Debt so Refinanced was subordinated in right of payment to the Notes and the Guarantees, unless such Refinancing is a Permitted Existing Subordinated Loans Refinancing, and (D) the Stated Maturity of each installment of principal of such Refinancing Debt shall not be, (x) in the case of a Permitted Existing Subordinated Loans Refinancing, earlier than the Stated Maturity of the Notes and (y) in all other cases, earlier than the Stated Maturity of the Debt so Refinanced; and

     (19) Guarantees by (x) any Subsidiary Guarantors of any Debt of the Company or a Subsidiary Guarantor or (y) the Company of any Debt of a Subsidiary Guarantor, in each case permitted by Section 4.09(a) hereof or clauses (1) through (18) of this Section 4.09(b).

     (c) To the extent the Company or any Subsidiary of the Company guarantees any Debt of the Company or of a Subsidiary of the Company, such guarantee and such Debt will be deemed to be the same indebtedness and only the amount of the Debt will be deemed to be outstanding. If the Company or a Subsidiary of the Company guarantees any Debt of a Person that, subsequent to the Issuance of such guarantee, becomes a Subsidiary, such guarantee and the Debt so guaranteed will be deemed to be the same indebtedness, which will be deemed to have been Issued when the guarantee was Issued and will be deemed to be permitted to the extent the guarantee was permitted when Issued.

     (d) For purposes of determining the compliance of any Debt Issued pursuant to any of the clauses of Section 4.09(b) hereof to Refinance other Debt, to the extent that the principal amount of such Refinancing Debt, when taken together with the principal amount of any other Debt Issued pursuant to the same clause of Section 4.09(b) hereof and then outstanding, exceeds the maximum principal amount of Debt permitted at such time by such clause, such Debt shall nevertheless be deemed to be Issued in compliance with such clause and this Section 4.09 hereof if the aggregate principal amount of Debt outstanding pursuant to such clause, after giving effect to such Issuance, does not exceed the sum of the principal amount of the Debt to be Refinanced, plus any Refinancing Costs associated therewith, plus the principal amount of any other Debt Issued pursuant to such clause and then outstanding.

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     (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Issuance of Debt where the Debt Issued is denominated in a different currency, the amount of such Debt will be the U.S. Dollar Equivalent determined on the date of the Issuance of such Debt, provided, however, that if any such Debt denominated in a different currency is subject to a Hedging Obligation with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Debt, the amount of such Debt expressed in U.S. dollars will be as provided in such Hedging Obligation. The principal amount of any Refinancing Debt Issued in the same currency as the Debt being Refinanced will be the U.S. Dollar Equivalent of the Debt Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Hedging Obligation, in which case the Refinancing Debt will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Debt exceeds the principal amount of the Debt being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Debt is Issued.

     (f) For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Debt meets the criteria (or would meet the criteria at the time of application of this clause (f) as if such item of Debt were Issued at such time) of more than one of the categories of permitted Debt described in clauses (1) through (19) of Section 4.09(b) hereof or is (or would at such time be) entitled to be Issued pursuant to Section 4.09(a) hereof, the Company, in its sole discretion and at its option, will be permitted to classify or divide such item of Debt on the date of its incurrence, or later redivide, classify or reclassify (based on circumstances existing at the time of such reclassification or redivision) all or a portion of such item of Debt, in each case to any category of permitted Debt described in such clauses (1) through (19) of Section 4.09(b) hereof or Section 4.09(a) hereof in a manner that complies with this Section 4.09, including by allocation to more than one other type of Debt, and such item of Debt (or portion thereof, as applicable) will be treated as having been Issued pursuant to only such clause or clauses or Section 4.09(a) hereof (and in the case of a subsequent division, classification or reclassification, such item of Debt shall cease to be divided or classified as it was prior to such subsequent division, classification or reclassification).

     (g) Any Debt Issued under a Credit Agreement pursuant to Section 4.09(b)(1) hereof shall be deemed for purposes of this Section 4.09 to have been incurred on the date such Debt was first Issued until such Debt is actually repaid, other than pursuant to “cash sweep” provisions or any similar provisions under any Credit Agreement that provide that such Debt is deemed to be repaid daily (or otherwise periodically), but only to the extent such Debt is promptly reborrowed.

     (h) The accrual of interest, the accretion or amortization of original issue discount, the payment or accretion of interest on any Debt in the form of additional Debt with the same terms, the reclassification of Preferred Stock as Debt due to a change in accounting principles, and the payment of dividends on Preferred Stock in the form of additional shares of the same class of Preferred Stock will not be deemed to be an Issuance of Debt. Notwithstanding any other provision of this Section 4.09, the maximum amount of Debt that the Company or any Subsidiary of the Company may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

     (i) The amount of any Debt outstanding as of any date will be:

     (1) the accreted value of the Debt, in the case of any Debt Issued with original issue discount;

     (2) the principal amount of the Debt, in the case of any other Debt; and

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     (3) in respect of Debt of another Person secured by a Lien on the assets of the specified Person, the lesser of:

     (x) the Fair Market Value of such assets at the date of determination; and

     (y) the amount of the Debt of the other Person.

Section 4.10 Limitation on Asset Sales.

     (a) The Company shall not, and shall not permit any Subsidiary of the Company (other than a Non-Recourse Subsidiary) to consummate any Asset Sale unless:

     (i) the Company or such Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets subject to such Asset Sale; and

     (ii) at least 75% of the consideration paid to the Company or such Subsidiary in connection with such Asset Sale is in the form of cash or Cash Equivalents (or the foreign equivalent of Cash Equivalents) or the assumption by the purchaser of liabilities (including in the case of the sale of the Capital Stock of a Subsidiary of the Company, liabilities of the Company or such Subsidiary) of the Company or any Subsidiary (other than a Non-Recourse Subsidiary) (other than liabilities that are by their terms subordinated to the Notes or any guarantee related thereto) as a result of which the Company and the Subsidiaries (other than Non-Recourse Subsidiaries) are no longer obligated with respect to such liabilities.

     For purposes of the foregoing clause (ii), each of the following shall be deemed to be cash:

     (1) any securities, notes, other obligations or assets received by the Company or the Subsidiary of the Company (other than a Non-Recourse Subsidiary) from a transferee that are converted by the Company or such Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale;

     (2) any Designated Noncash Consideration received by the Company or the Subsidiary (other than Non-Recourse Subsidiaries) in such Asset Sale having an aggregate Fair Market Value (measured at the time received and without giving effect to subsequent changes in value), taken together with all other Designated Noncash Consideration received pursuant to this clause (2) then outstanding, not to exceed the greater of (i) 5% of Consolidated Total Assets and (ii) $50.0 million; and

     (3) any readily marketable securities which the Company intends, in good faith, to liquidate promptly after such Asset Sale.

     (b) The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or a Subsidiary (other than a Non-Recourse Subsidiary), to the extent the Company or such Subsidiary elects (or is required by the terms of any Debt):

     (i) to prepay, repay, purchase or defease Pari Passu Debt of the Company or a Subsidiary Guarantor or any Debt of any other Subsidiary (other than a Non-Recourse Subsidiary) (excluding, in any such case, any Debt owed to the Company or a Subsidiary of the Company that is not a Non-Recourse Subsidiary); provided that (A) in connection with any such

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prepayment, repayment or purchase of any Debt (other than the Revolving Credit Facility) Issued pursuant to Section 4.09(b)(1) hereof, the Company or such Subsidiary shall be required to retire permanently such Debt in an amount equal to the principal so prepaid, repaid or purchased and (B) in the case of an Asset Sale of Collateral by the Company or a Subsidiary Guarantor, the Pari Passu Debt being prepaid, repaid or purchased shall be Debt that is secured by a Lien on Collateral; or

     (ii) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Subsidiary (other than a Non-Recourse Subsidiary) with Net Available Cash received by the Company or Subsidiary); provided that (A) in the case of an Asset Sale of Collateral (other than Capital Stock of a Subsidiary that is not a Subsidiary Guarantor) by the Company or a Subsidiary Guarantor, any such Additional Assets (including the assets of a Person whose Capital Stock is acquired and becomes a Subsidiary of the Company) shall be held by the Company or a Subsidiary Guarantor and pledged as Collateral in accordance with the Security Documents and the Intercreditor Agreement, to the extent such Additional Assets are not Excluded Property and (B) in the case of an Asset Sale by the Company or a Subsidiary Guarantor of Capital Stock of a Subsidiary that is not a Subsidiary Guarantor, the acquired Additional Assets may be held in a Subsidiary that is not a Subsidiary Guarantor, provided that the Capital Stock of such Subsidiary, to the extent it does not constitute Excluded Property, is pledged to the extent required by the Security Documents and the Intercreditor Agreement.

     (c) Any Net Available Cash from an Asset Sale not applied in accordance with paragraph (b) of this Section 4.10 within 365 days from the date of the receipt of such Net Available Cash or reasonably necessary for investment in identified Additional Assets in respect of a project that shall have been commenced, and for which binding contractual commitments have been entered into, prior to the end of such 365-day period and that shall not have been completed or abandoned shall constitute “Excess Proceeds”; provided, however, that the amount of any Net Available Cash that becomes reasonably necessary as contemplated above and any Net Available Cash that had been reasonably necessary in respect of a project that is abandoned or completed shall also constitute “Excess Proceeds” at the time any such Net Available Cash ceases to be reasonably necessary or at the time the relevant project is so abandoned or completed, as applicable; provided, further, however, that the amount of any Net Available Cash that continues to be reasonably necessary for investment in identified Additional Assets and that is not actually so invested within twelve months from the date such Net Available Cash was determined to be reasonably necessary for investment in identified Additional Assets in respect of a project that shall have been commenced shall also constitute “Excess Proceeds.” Pending application of Net Available Cash pursuant to this Section 4.10, such Net Available Cash shall be invested in Cash Equivalents (or the foreign equivalent of Cash Equivalents), applied to temporarily reduce revolving credit indebtedness or used for any other purpose permitted by this Indenture (other than to make any Restricted Payments).

     (d) When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer to repurchase (the “Prepayment Offer”) the Notes, which offer shall be in the amount of the Allocable Excess Proceeds (rounded to the nearest $1,000), on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, to the repurchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture. To the extent that any portion of the amount of such Excess Proceeds remains after compliance with the preceding sentence and provided that all holders of Notes have been given the opportunity to tender their Notes for repurchase in accordance with this Indenture, the Company or such Subsidiary may use such remaining amount for any other purpose permitted by this Indenture, and the amount of Excess Proceeds will be reset to zero. The term “Allocable Excess Proceeds” shall mean the product of:

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     (x) the Excess Proceeds and

     (y) a fraction,

     (1) the numerator of which is the aggregate principal amount of the Notes outstanding on the date of the Prepayment Offer, and

     (2) the denominator of which is the sum of the aggregate principal amount of the Notes outstanding on the date of the Prepayment Offer and the aggregate principal amount of other Debt of the Company or a Subsidiary Guarantor outstanding on the date of the Prepayment Offer that is Pari Passu Debt and subject to terms and conditions in respect of Asset Sales that require the Company or such Subsidiary Guarantor to make an offer to repurchase such Debt out of the proceeds of the Asset Sale which shall have caused the Company to make the Prepayment Offer.

     (e) Within five business days after the Company is obligated to make a Prepayment Offer as described in Section 4.10(d) hereof, the Company shall send a written notice, by first-class mail, to the Holders of Notes, accompanied by such information regarding the Company and its Subsidiaries as the Company in good faith believes will enable such holders to make an informed decision with respect to such Prepayment Offer. Such notice shall state, among other things, the purchase price and the repurchase date (the “Repurchase Date”), which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed.

     (f) Not later than the date upon which written notice of a Prepayment Offer is delivered to the Holders as provided in Section 4.10(d) hereof, the Company shall deliver to the Trustee an Officers’ Certificate as to the amount of the Allocable Excess Proceeds. Within 10 days after such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent in this regard, segregate and hold in trust) in immediately available funds an amount equal to the Allocable Excess Proceeds to be held for payment in accordance with the provisions of this Section 4.10(f). The amount so deposited, at the option of, or pursuant to the specific written direction of, the Company, as applicable, may be invested in Cash Equivalents the maturity date of which is not later than the Repurchase Date. The Company shall be entitled to any interest or dividends accrued, earned or paid on such Cash Equivalents. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for cancellation the Notes or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee, other Paying Agent or the Company, as applicable, shall, on the Repurchase Date, deliver payment to each tendering Holder in the amount of the purchase price for such Notes specified in Section 4.10(d) hereof. In the event that the aggregate purchase price of the Notes delivered by the Company to the Trustee is less than the Allocable Excess Proceeds, the excess shall be immediately returned to the Company (if held by the Trustee or another Paying Agent), and shall be permitted to be used by the Company for any other purpose permitted by this Indenture.

     (g) Holders of Notes electing to have a Note purchased will be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least ten Business Days prior to the Repurchase Date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later than three Business Days prior to the Repurchase Date, a facsimile transmission or letter setting forth the name of the Holder, the Principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes surrendered by Holders exceeds the Allocable Excess Proceeds, the Company shall

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select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased). Holders whose Notes are purchased only in part will be Issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered.

     (h) The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to this Section 4.10. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.

Section 4.11 Limitation on Transactions with Affiliates.

     (a) The Company shall not, and shall not permit any of its Subsidiaries (other than any Non-Recourse Subsidiary) to, conduct any business or enter into any transaction or series of similar transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company involving aggregate payments or consideration in excess of $10.0 million, unless:

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

     (ii) to the extent that such business, transaction or series of transactions (other than Debt Issued by the Company which is permitted under Section 4.09 hereof) is known by the Board of Directors of the Company to involve an Affiliate of the Company, other than any purchase or sale of inventory in the ordinary course of business (an “Inventory Transaction”), involving aggregate payments or other consideration in excess of $20.0 million, such transaction or series of related transactions has been approved (and the value of any noncash consideration has been determined) by all of the independent members of the Board of Directors of the Company and the Company delivers to the Trustee an Officers’ Certificate evidencing such approval (provided that if no member of the Board of Directors of the Company is independent, the Company may deliver to the Trustee a letter from a nationally recognized investment banking firm stating that the financial terms of such transaction are fair to the Company from a financial point of view or meets the requirements of Section 4.11(a)(i) hereof).

     (b) Section 4.11(a) hereof shall not prohibit the following:

     (i) any Restricted Payment permitted to be paid pursuant to Section 4.07 hereof or the definition of “Permitted Investment”;

     (ii) any transaction between the Company and any of its Subsidiaries;

     (iii) any transaction between Subsidiaries of the Company;

     (iv) any transaction between the Company or a Subsidiary of the Company and its own employee stock ownership plan and the issuance or transfer of Capital Stock (other than Redeemable Stock) of the Company to any Permitted Holder or to any director, manager, officer,

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employee or consultant of the Company, its Subsidiaries or any direct or indirect parent company thereof (or their estates, spouses or former spouses);

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

     (vi) any business or transaction with a Qualified Joint Venture;

     (vii) any transaction which is a Permitted Transaction;

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

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

     (x) any merger, consolidation or reorganization of the Company with an Affiliate of Company solely for the purpose of (a) reorganizing to facilitate an initial public offering of securities of Company or a direct or indirect parent of Company, (b) forming or collapsing a holding company structure or (c) reincorporating Company in a new jurisdiction;

     (xi) transactions in which the Company or any Subsidiary of the Company (other than a Non-Recourse Subsidiary), as the case may be, delivers to the Trustee a letter from a nationally recognized investment banking firm stating that such transaction is fair to the Company or such Subsidiary from a financial point of view or meets the requirements of Section 4.11(a)(i) hereof;

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

     (xiii) the Transactions and the payment of all premiums, fees, expenses and other amounts related to the Transactions;

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

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     (xv) sales or repurchases of accounts receivable, payment intangibles and related assets or participations therein, in connection with, or any other transactions relating to, any Receivables Facility;

     (xvi) any transaction with an Affiliate in which the consideration paid by the Company or any Subsidiary of the Company (other than a Non-Recourse Subsidiary) consists only of Capital Stock of the Company (other than Redeemable Stock or Exchangeable Stock); and

     (xvii) any transaction contemplated by Section 4.07(b)(viii) hereof or Section 4.07(b)(xiv) hereof.

Section 4.12 Limitation on Liens.

     The Company shall not, and shall not permit any Subsidiary Guarantor to, create or suffer to exist any Lien upon any of its property or assets (including Capital Stock or Debt of any Subsidiary of the Company) now owned or hereafter acquired by it, securing any obligation under any Debt unless contemporaneously therewith effective provision is made to secure the Notes and Subsidiary Guarantees equally and ratably with such obligation with a Lien on the same assets securing such obligation for so long as such obligation is secured by such Lien. The preceding sentence shall not require the Company or any Subsidiary Guarantor to equally and ratably secure the Notes or the Subsidiary Guarantees if the Lien consists of the following (collectively, “Permitted Liens”):

     (1) Liens existing as of the Issue Date;

     (2) any Lien arising by reason of (i) any judgment, decree or order of any court or arbitrator, so long as such judgment, decree or order is being contested in good faith and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired, (ii) taxes, assessments or other governmental charges or claims not delinquent or which are being contested in good faith, for which adequate reserves (as determined by the Company) have been established, (iii) security for payment of workers’ compensation or other insurance, (iv) security for the performance of tenders, contracts (other than contracts for the payment of borrowed money) or leases in the ordinary course of business, (v) deposits to secure public or statutory obligations, or in lieu of surety or appeal bonds entered into in the ordinary course of business, (vi) operation of law in favor of carriers, warehousemen, landlords, mechanics, materialmen, laborers, employees, suppliers or similar Persons, incurred in the ordinary course of business for sums which are not delinquent for a period of more than 30 days or are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof, (vii) security for surety, appeal, reclamation, performance or other similar bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person, (viii) security for Hedging Obligations, (ix) Liens arising from financing statement filings under the Uniform Commercial Code or similar state laws regarding operating leases entered into by the Company and its Subsidiaries in the ordinary course of business, (x) Liens in favor of the Company or any Subsidiary Guarantor, (xi) Liens on inventory or equipment of the Company or any Subsidiary granted in the ordinary course of business to the Company’s client or customer at which such inventory or equipment is located, (xii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and (xiii) security for rent payments;

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     (3) Liens to secure the payment of all or a part of the purchase price (or financing or reimbursement thereof) of, or Capital Lease Obligations with respect to, assets (including Capital Stock) or property or business acquired, developed, constructed purchased, leased, repaired, added or improved; provided, however, that (i) the Debt secured by such Liens shall have otherwise been permitted to be Issued under this Indenture, (ii) such Liens shall not encumber any assets or property of the Company or any of its Subsidiaries (other than Non-Recourse Subsidiaries) other than the assets or property (including Capital Stock and any assets or property owned by the issuer of such Capital Stock) leased, in the case of a Capital Lease Obligation, or the cost of which is financed or reimbursed by such Debt, or which secure any such Debt that is assumed in connection therewith, and the proceeds and products thereof and any improvements thereto or as otherwise permitted under this Section 4.12, and (iii) to the extent such Debt is incurred pursuant to Section 4.09(b)(7) hereof, such Liens shall attach to such assets or property within 365 days of such acquisition, development, construction, purchase, lease, repair, addition or improvement;

     (4) Liens (A) on the assets or property (including shares of Capital Stock) of a Subsidiary of the Company existing (or required pursuant to agreements existing) at the time such Subsidiary became a Subsidiary of the Company or (B) on property at the time the Company or a Subsidiary of the Company acquired the property (including any acquisition by means of a merger or consolidation with or into the Company or any Subsidiary of the Company), in each case not incurred or created in connection with or in anticipation of) such Subsidiary becoming a Subsidiary of the Company or such acquisition; provided, however, that such Liens do not extend to or cover any other property or assets of the Company or any of its Subsidiaries (other than Non-Recourse Subsidiaries) other than the proceeds and products thereof and any improvements thereto or as otherwise permitted under this Section 4.12;

     (5) Liens on any assets of the Company or any Subsidiary of the Company securing obligations in respect of (i) any Debt originally Issued under Section 4.09(b)(1) hereof, (ii) any Debt originally Issued under the proviso to Section 4.09(b)(16) hereof, which Liens in the case of assets of the Company or any Guarantor (except Other Excluded Assets) shall be no higher in priority under the Intercreditor Agreement than the Liens securing the Notes and the Guarantees, (iii) any Debt originally Issued under Section 4.09(b)(11) hereof and (iv) any other Debt originally Issued under Section 4.09(a) hereof if at the time of Issuance of such Debt under this clause (iv) and after giving Pro Forma effect thereto the Consolidated Secured Debt Ratio would be no greater than 5.0 to 1.0, so long as, in the case of clauses (i), (ii) and (iv), with respect to any Lien on any assets of the Company or any Guarantor (other than any Other Excluded Assets), the Holders have a lien on such assets with a relative priority in accordance with the priorities set forth in the Intercreditor Agreement as the same may be amended or supplemented as provided in Article 9 hereof;

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

     (7) Liens securing Debt Issued to Refinance Debt which has been secured by a Lien permitted under this Indenture and is permitted to be Refinanced under this Indenture; provided, however, that (A) such Liens do not extend to or cover any property or assets of the Company or any of its Subsidiaries not securing (or required to secure) the Debt so Refinanced, other than the proceeds and products thereof and any improvements thereto or as otherwise permitted pursuant to this Section 4.12 and (B) any refinancing Lien incurred pursuant to this clause (7) in respect of a Lien incurred pursuant to clause (5)(i), (ii) or (iii) or clause (24) of this Section 4.12 shall be

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deemed to have been incurred pursuant to such clause 5(i), (ii) or (iii) or clause (24) of this Section 4.12 (as applicable) until the refinancing Lien incurred pursuant to this clause (7) (and any refinancing Lien incurred in respect thereof) is discharged;

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

     (9) Liens on assets of a Non-Recourse Subsidiary to secure obligations of a Non-Recourse Subsidiary;

     (10) Liens on assets located outside the United States of America to secure Debt Issued by Foreign Subsidiaries permitted under Section 4.09 hereof;

     (11) 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;

     (12) 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 Debt, 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;

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

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

     (15) Liens securing Debt of a Subsidiary Guarantor owing to the Company or another Subsidiary Guarantor permitted by Section 4.09(b) hereof;

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

     (17) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

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

     (19) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

     (20) Liens on accounts receivable, payment intangibles and related assets incurred in connection with a Receivables Facility and limited recourse Liens on the Capital Stock of any Receivables Subsidiary;

     (21) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those assets that are the subject of such repurchase agreement;

     (22) Liens securing secured Cash Management Obligations;

     (23) Liens securing the Notes (other than Additional Notes), the Exchange Notes and Guarantees of any of the foregoing; and

     (24) Liens securing obligations which, together with all other obligations secured by Liens (excluding Liens permitted by clauses (1) through (23) above) at the time of determination do not exceed the greater of (x) $15.0 million and (y) 1.5% of Consolidated Total Assets at the time of such determination.

     For purposes of determining compliance with this Section 4.12, (A) Liens securing Debt obligations need not be incurred solely by reference to one category of Permitted Liens described in clauses (1) through (24) of this Section 4.12 (or subparts thereof) but are permitted to be incurred in part under any combination thereof, and (B) in the event that a Lien meets the criteria of one or more of the categories of Permitted Liens described in clauses (1) through (24) of this Section 4.12 (or subparts thereof), the Company shall, in its sole discretion, classify, divide or later reclassify or redivide (based on circumstances existing at the time of such reclassification or redivision) such Liens (or any portions thereof) in any manner that complies with the definition of Permitted Liens, including by allocation to more than one other clause or subpart of the definition of Permitted Liens, and such Liens (or portions thereof, as applicable) will be treated as having been incurred pursuant to only such clause, clauses or subparts of this Section 4.12 (and in the case of a subsequent division, classification or reclassification, such Liens shall cease to be divided or classified as it was prior to such subsequent division, classification or reclassification). Notwithstanding the foregoing, Permitted Liens incurred pursuant to Section 4.12(5)(i) hereof, which shall include Liens outstanding thereunder on the Issue Date, shall not be permitted to be reclassified or redivided after the date of the incurrence thereof.

     Permitted Liens may be of any priority relative to the Liens securing the Note Obligations, except where otherwise specified.

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Section 4.13 Change of Control.

     (a) Upon the occurrence of the Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part of such Holder’s Notes at a repurchase price in cash equal to their Put Amount as of the date of repurchase plus accrued and unpaid interest to the date of repurchase; provided that, prior to the mailing of the Change of Control Notice, but in any event within 30 days following any Change of Control, the Company covenants to (i) repay in full all Bank Debt or to offer to repay in full all Bank Debt and to repay the Bank Debt of each lender who has accepted such offer or (ii) obtain the requisite consent under the Bank Debt to permit the repurchase of the Notes as provided for below. The Company must first comply with the covenant in the preceding sentence before it will be required to purchase Notes in connection with a Change of Control.

     (b) Within 45 days following any Change of Control, the Company will mail a notice (a “Change of Control Notice”) to each Holder with a copy to the Trustee stating (i) that a Change of Control has occurred and that such Holder has the right to require the Company to repurchase all or any part of such Holder’s Notes at a repurchase price in cash equal to their Put Amount as of the date of repurchase plus accrued and unpaid interest to the date of repurchase; (ii) the circumstances and relevant facts regarding such Change of Control; (iii) the repurchase date (which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and (iv) the instructions, determined by the Company consistent with this provision, that a Holder must follow in order to have its Notes repurchased.

     (c) Holders electing to have a Note repurchased will be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least 10 Business Days prior to the repurchase date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later than three Business Days prior to the repurchase date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Note repurchased. On the repurchase date, all Notes repurchased by the Company shall be delivered to the Trustee for cancellation, and the Company shall pay the repurchase price plus accrued and unpaid interest to the holders entitled thereto. Upon surrender of a Note that is repurchased under this provision in part, the Company shall execute and the Trustee shall authenticate for the Holder thereof (at the Company’s expense) a new Note having a principal amount equal to the principal amount of the Note surrendered less the portion of the principal amount of the Note repurchased.

     (d) The Company will not be required to make a Change of Control offer upon a Change of Control if (1) a third party makes the Change of Control offer in the manner, at or prior to the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control offer (it being understood that such third-party may make a Change of Control offer that is conditioned on and prior to the occurrence of a Change of Control pursuant to this clause (1)) or (2) notice of redemption has been given pursuant to Article 3 hereof, unless and until there is a default in payment of the applicable redemption price.

     (e) A Change of Control offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control offer.

     (f) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the

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extent that the provisions of any securities laws or regulations conflict with this Section 4.13 or the related provisions of Article 3 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 or the related provisions of Article 3 hereof by virtue of such compliance.

Section 4.14 Future Subsidiary Guarantors.

     The Company will not permit any of its Wholly-Owned Recourse Subsidiaries that is a Domestic Subsidiary (or Partially-Owned Recourse Subsidiary if such Partially-Owned Recourse Subsidiary is a Domestic Subsidiary and guarantees other capital markets debt securities of the Company or any Subsidiary Guarantor), other than a Subsidiary Guarantor or an Immaterial Subsidiary, to guarantee the payment of any Debt of the Company or any other Subsidiary Guarantor unless:

     (1) such Subsidiary within 30 days (or such later date as the Trustee may agree) executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee by such Subsidiary, except that with respect to a guarantee of Debt of the Company or any Subsidiary Guarantor that is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee, any such guarantee by such Subsidiary with respect to such Debt shall be subordinated in right of payment to such Subsidiary Guarantee substantially to the same extent as such Debt is subordinated to the Notes; and

     (2) such Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary of the Company (other than a Non-Recourse Subsidiary) as a result of any payment by such Subsidiary under its Subsidiary Guarantee prior to payment in full of the Notes;

provided that this Section 4.14 will not be applicable to (x) any guarantee of any Subsidiary of the Company that existed at the time such Person became a Subsidiary of the Company and was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Company or (y) any guarantee of any Subsidiary of the Company that was incurred at the time such Person became a Subsidiary of the Company in connection with (A) Debt (other than Debt of the Company or any Subsidiary Guarantor) that existed at such time or the proceeds of which were used to make such acquisition or (B) Debt (other than Debt of the Company or a Subsidiary Guarantor) that is permitted to be secured by clauses (3) or (4) of the definition of Permitted Liens or clause (7) of the definition of Permitted Liens (but only to the extent relating to the refinancing, refunding, extension, renewal or replacement of the Liens permitted under any of the foregoing clauses).

Section 4.15 Impairment of Collateral.

     Subject to the rights of holders of Permitted Liens, the Company shall not, and shall not permit any of its Subsidiaries (other than any Non-Recourse Subsidiary) to, take or omit to take any action which action or omission which would or could reasonably be expected to have the result of materially impairing the Lien with respect to the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders, except as otherwise permitted by this Indenture, the Intercreditor Agreement and the Security Documents.

Section 4.16 After-Acquired Property.

     Promptly following the acquisition by the Company or any Subsidiary Guarantor of any After-Acquired Property (but subject to the limitations, if applicable, set forth in the Security Documents and

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the Intercreditor Agreement), the Company or such Subsidiary Guarantor shall execute and deliver such mortgages, deeds of trust, security instruments, financing statements and certificates and opinions of counsel as the Collateral Agent shall reasonably request and shall be reasonably necessary to vest in the Collateral Agent a perfected security interest in such After-Acquired Property and to have such After-Acquired Property added to the Term Loan Collateral or the Multi-Currency Collateral, as applicable, and thereupon all provisions of this Indenture relating to the Term Loan Collateral or the Multi-Currency Collateral, as applicable, shall be deemed to relate to such After-Acquired Property to the same extent and with the same force and effect. Notwithstanding anything in this Indenture to the contrary, (i) neither the Company nor any Guarantor shall have any obligation to perfect a Lien in any assets under the laws of any jurisdiction except to the extent that such perfection is obtained in such assets for the benefit of the Multi-Currency Secured Obligations and the Term Loan Secured Obligations, and (ii) the provisions of Section 3.4(a) of the Intercreditor Agreement shall not apply to any Other Excluded Assets or to any assets of any Subsidiary that is not required to be a Subsidiary Guarantor hereunder.

Section 4.17 Information Regarding Collateral.

     The Company will furnish to the Collateral Agent, with respect to the Company or any Guarantor, prompt written notice of any change in such Person’s (i) corporate name, (ii) jurisdiction of organization or formation or (iii) Federal Taxpayer Identification Number. The Company will give the notice of any change referred to in the preceding sentence to the Collateral Agent in a manner sufficient to permit the Collateral Agent to promptly make all filings under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral except to the extent that any failure to have such a perfected security interest would not cause an Event of Default under clause (viii) of Section 6.01 hereof.

Section 4.18 Further Assurances.

     The Company and the Guarantors shall execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required to their knowledge under applicable law to be taken by the Company or the Guarantors to grant or perfect, or that the Collateral Agent may reasonably request in order to grant, preserve, protect and perfect, the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral except to the extent any failure to perfect such security interest would not cause an Event of Default under Section 6.01(viii) hereof and subject to the provisions of the last sentence of Section 4.16 hereof.

Section 4.19 Covenant Suspension.

     During any period of time that:

     (a) the Notes have Investment Grade Ratings from the Rating Agencies and

     (b) no Default or Event of Default has occurred and is continuing under this Indenture,

the Company and the Subsidiaries of the Company (other than the Non-Recourse Subsidiaries) will not be subject to Section 4.07, 4.08, 4.09, 4.10 and 5.01(a)(iii) hereof (collectively, the “Suspended Covenants”). In the event that the Company and the Subsidiaries of the Company (other than the Non-Recourse Subsidiaries) are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, subsequently, one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes below the required Investment Grade Ratings or a Default

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or Event of Default occurs and is continuing, then the Company and the Subsidiaries of the Company (other than the Non-Recourse Subsidiaries) will thereafter again be subject to the Suspended Covenants for all periods after that withdrawal, downgrade, Default or Event of Default and, furthermore, compliance with Section 4.07 hereof with respect to Restricted Payments made after the time of withdrawal, downgrade, Default or Event of Default will be calculated in accordance with the terms of Section 4.07 hereof as though Section 4.07 hereof had been in effect during the entire period of time from the Issue Date, provided, however, that there will not be deemed to have occurred a Default or Event of Default with respect to Section 4.07 hereof or any other Suspended Covenants during the time that the Company and the Subsidiaries of the Company (other than the Non-Recourse Subsidiaries) were not subject to the Suspended Covenants (or after that time based solely on the events that occurred during that time).

ARTICLE 5
SUCCESSOR COMPANY

Section 5.01 Merger, Consolidation, or Sale of Assets.

     (a) The Company may not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (i) the resulting, surviving or transferee Person (if not the Company) is organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and such Person expressly assumes by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Notes; (ii) immediately after giving Pro Forma effect to such transaction and other related transactions (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of such transaction), no Default has occurred and is continuing; (iii) immediately after giving Pro Forma effect to such transaction and other related transactions, the resulting, surviving or transferee Person would either (A) be able to incur at least $1.00 of Debt pursuant to Section 4.09(a) hereof or (B) have a Consolidated EBITDA Coverage Ratio for the most recently ended four full fiscal quarters for which financial statements are available that is greater than or equal to that of the Company immediately prior to giving effect to such transaction; and (iv) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; provided that, without complying with this clause (a), (A) a Subsidiary Guarantor may consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, the Company or another Subsidiary Guarantor, and (B) any Subsidiary that is not a Subsidiary Guarantor or a Non-Recourse Subsidiary may consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, the Company or another Subsidiary (other than a Non-Recourse Subsidiary), and (C) any Non-Recourse Subsidiary may consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to any Person.

     (b) The resulting, surviving or transferee Person will be the successor Company and shall succeed to, and be substituted for, and may exercise every right and power of, the predecessor Company under this Indenture and thereafter, except in the case of a lease, the predecessor Company will be discharged from all obligations and covenants under the Indenture Documents, the Security Documents and the Intercreditor Agreement.

     (c) Unless the Subsidiary Guarantee of a Subsidiary Guarantor is being released as permitted by Section 10.04 hereof in connection with a merger, conveyance, transfer or lease, the Company will not permit such Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or

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lease all or substantially all of its assets to, any Person (other than the Company or a Subsidiary Guarantor) unless either:

     (i) (A) the resulting, surviving or transferee Person (if not such Subsidiary Guarantor) is organized and existing under the laws of the jurisdiction under which such Subsidiary Guarantor was organized or under the laws of the United States of America, any State thereof or the District of Columbia and such Person expressly assumes by a supplemental guarantee agreement, executed and delivered to the Trustee, all the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee; (B) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the resulting, surviving or transferee Person or any of its Subsidiaries as a result of such transaction as having been issued by such Person or such Subsidiary at the time of the transaction), no Default has occurred and is continuing; and (C) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental guarantee agreement (if any) comply with this Indenture; or

     (ii) such transaction is an Asset Sale (and is permitted by Section 4.10 hereof) or is a transaction that is excluded from the definition thereof.

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

     Each of the following is an “Event of Default”:

     (i) a default in the payment of interest on the Notes when due, continued for 30 days,

     (ii) a default in the payment of principal of any Note when due at its Stated Maturity, upon redemption, upon required purchase, upon declaration or otherwise,

     (iii) the failure by the Company to comply for 60 days after a Default Notice is given with the other agreements applicable to it contained in this Indenture or the Notes (other than those referred to in clauses (i) and (ii) of this paragraph),

     (iv) the principal amount of Debt of the Company or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total principal amount of the portion of such Debt that is unpaid or accelerated exceeds $25.0 million or its foreign currency equivalent and such default continues for 10 days after a Default Notice is given,

     (v) (a) the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

     (1) commences a voluntary case;

     (2) consents to the entry of an order for relief against it in an involuntary case;

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     (3) consents to the appointment of a Custodian of it or for any substantial part of its property; or

     (4) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency; or

     (b) a court of competent jurisdiction enters an order or decree (which order or decree remains unstayed and in effect for 60 days) under any Bankruptcy Law that:

     (1) is for relief against the Company or any Significant Subsidiary in an involuntary case;

     (2) appoints a Custodian of the Company or any Significant Subsidiary or for any substantial part of its property; or

     (3) orders the winding up or liquidation of the Company or any Significant Subsidiary; or any similar relief is granted under any foreign laws and the provisions of this clause (v),

     (vi) any judgment or decree that is not covered by insurance and is for the payment of money in excess of $25.0 million or its foreign currency equivalent is entered against the Company or a Significant Subsidiary and is not discharged and either (A) an enforcement proceeding has been commenced by any creditor upon such judgment or decree and is unstayed or (B) there is a period of 60 days following the entry of such judgment or decree during which such judgment or decree is not discharged, waived or the execution thereof stayed and, in the case of (B), such default continues for 10 days after a Default Notice is given,

     (vii) a Subsidiary Guarantee of a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of this Indenture) and such default continues for 10 days after a Default Notice is given, or a Responsible Officer of a Subsidiary Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under its Subsidiary Guarantee,

     (viii) any security interest purported to be created by any Security Document with respect to any Collateral, individually or in the aggregate, having a Fair Market Value in excess of $25.0 million, shall cease to be, or shall be asserted by the Company or any Subsidiary Guarantor not to be, for a period of 60 days after a Default Notice is given a valid, perfected security interest in the securities, assets or properties covered thereby, except as otherwise contemplated by the Security Documents or permitted by this Indenture or the Intercreditor Agreement and except to the extent that any such loss of perfection or priority results from the failure of the Trustee or the Collateral Agent to make any filings, renewals or continuations (or other equivalent filings) which the Company has indicated in the perfection certificate or other written communications to the Trustee are required to be made or the failure of the Trustee or the Collateral Agent to maintain possession of certificates, instruments or other documents actually delivered to it representing securities or other possessory collateral pledged under the Security Documents, or

     (ix) the failure by the Company or any Subsidiary Guarantor to comply for 60 days after a Default Notice is given with its other agreements contained in the Security Documents or Intercreditor Agreement except for a failure that would not be material to the holders of the Notes and would not materially affect the value of the Collateral taken as a whole (together with the defaults described in Sections 6.01 (vii) and (viii) hereof).

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     However, a default under Section 6.01(iii), (iv), (vi)(B), (vii), (viii) or (ix) hereof will not constitute an Event of Default until the Trustee or the holders of at least 30% in principal amount of the outstanding Notes notify the Company of the default (a “Default Notice”) and the Company does not cure such default within the time specified after receipt of such Default Notice.

Section 6.02 Acceleration.

     If an Event of Default occurs and is continuing, the Trustee or the holders of at least 30% in principal amount of the outstanding Notes by notice to the Company and the Trustee may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default under Section 6.01(v) hereof with respect to the Company occurs and is continuing, the principal of and interest on all the Notes will by that very fact alone become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders of the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived.

Section 6.03 Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

     (a) Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, or compliance with any provision of this Indenture except a continuing Default or Event of Default in the payment of the principal of or interest on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

     (b) In the event of any Event of Default specified in Section 6.01(iv) hereof, such Event of Default and all consequences thereof (excluding any resulting Event of Default under Section 6.01(i) or (ii) hereof) shall be annulled, waived and rescinded automatically and without any action by the Trustee or the Holders if, within 20 days after such Event of Default arose,

     (x) the Debt that is the basis for such Event of Default has been discharged,

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     (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or

     (z) the Default that is the basis for such Event of Default has been cured.

Section 6.05 Control by Majority.

     Holders of a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

     Except to enforce the right to receive payment of principal or interest when due, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

     (1) such Holder has previously given to the Trustee written notice that an Event of Default is continuing;

     (2) Holders of at least 30% in aggregate principal amount of the outstanding Notes have requested the Trustee in writing to pursue the remedy;

     (3) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense which might be incurred in compliance with such request;

     (4) the Trustee has not complied with such request within 60 days after receipt thereof and the offer of security or indemnity; and

     (5) Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

     A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(i) or (ii) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover

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the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

     If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money in the following order:

     First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses, indemnity amounts and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

     Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, and interest, respectively; and

     Third: to the Company or to such party as a court of competent jurisdiction shall direct in a final, non-appealable order.

     The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by

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the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE 7
TRUSTEE

Section 7.01 Duties of Trustee.

     (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

     (b) Except during the continuance of an Event of Default:

     (1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions specifically required by any provision hereof to be furnished to it, the Trustee will examine the certificates and opinions to determine whether or not they conform to the form required by this Indenture (but need not confirm or investigate the accuracy of mathematical calculations stated therein).

     (c) The Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, its own bad faith or its own willful misconduct, except that:

     (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

     (2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and

     (3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

     (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

     (e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

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     (f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

     (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of it selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

     (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.

     (d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

     (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.

     (f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security reasonably satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

     (g) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

     (h) Except with respect to Section 4.01 hereof, the Trustee shall have no duty to inquire as to the performance of the Company’s covenants in Article 4 hereof. In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Default or Event of Default occurring pursuant to Section 6.01(i) hereof or Section 6.01(ii) hereof or (ii) any Default or Event of Default of which a Responsible Officer of the Trustee shall have received written notification at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

     (i) Delivery of reports, information and documents to the Trustee under Section 4.03 hereof is for informational purposes only, and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

     (j) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of

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whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 7.03 Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Indenture Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer.

     The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults; Notice of Actionable Default.

     (a) If a Default occurs and is continuing and is known to the Trustee, the Trustee must mail to each Holder of the Notes notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any Note, the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the interests of the Holders of the Notes.

     (b) The Trustee will not deliver any Notice of Actionable Default to the Collateral Agent unless (i) an Event of Default under Section 6.01 hereof has occurred and is continuing, (ii) any Default Notice thereof has been given and any grace periods provided for in Section 6.01 hereof have expired and (iii) Holders of at least 30% in principal amount of the outstanding Notes have requested the Trustee in writing to deliver such Notice of Actionable Default.

Section 7.06 Reports by Trustee to Holders of the Notes.

     (a) Within 60 days after each November 15 beginning with the November 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c).

     (b) A copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Company and filed by the Trustee with the Commission and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company will promptly notify the Trustee when the Notes are listed on any stock exchange.

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Section 7.07 Compensation and Indemnity.

     (a) The Company will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

     (b) The Company and the Guarantors, jointly and severally, will indemnify the Trustee and its officers, directors, employees and agents and hold them harmless against any and all losses, liabilities, claims, damages or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense is determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. To the extent there exists a conflict or a potential conflict of interest, as determined in good faith by the Trustee, the Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

     (c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee.

     (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture.

     (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

     (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

     Section 7.08 Replacement of Trustee.

     (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

     (b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

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     (1) the Trustee fails to comply with Section 7.10 hereof;

     (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

     (3) a custodian or public officer takes charge of the Trustee or its property; or

     (4) the Trustee becomes incapable of acting.

     (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

     (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

     (e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

     (f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

     If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

     There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

     This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

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Section 7.11 Preferential Collection of Claims Against Company.

     The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

     The Company may at any time, at its option evidenced by a resolution of its Board of Directors set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance, Covenant Defeasance and Discharge.

     (a) Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02(a), all of the Company’s and the Guarantors’ obligations under the Indenture Documents and the Security Documents will be terminated, except for obligations under Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.04, 8.05 and 8.06 hereof (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Guarantees) and cured all existing Events of Default, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) of this Section 8.02(a) below, and to have satisfied all their other obligations under such Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

     (1) the rights of Holders of outstanding Notes of any particular series to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on, such Notes when such payments are due from the Funds in Trust referred to in Section 8.04 hereof;

     (2) the Company’s obligations with respect any series of Notes under Article 2 hereof and Section 4.02 hereof;

     (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith; and

     (4) this Article 8.

     Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02(a) notwithstanding the prior exercise of its option under Section 8.02(b) hereof.

     (b) Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02(b), the Guarantors’ obligations under Article 10 hereof and the Company’s obligations under (1) Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17 and 4.18 hereof and Article 10 hereof and (2) clauses (ii), (iii) and (iv) of Section 5.01(a) hereof and Section 5.01(c) hereof (“Covenant Defeasance”), any existing failure by the Company or the Guarantors to

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comply with any such obligations shall no longer constitute an Event of Default, and such Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Guarantees, the Company and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant listed in the preceding sentence, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02(b), subject to the satisfaction of the conditions set forth in Section 8.03 hereof, clauses (iii) (other than with respect to compliance with Section 5.01(a)(i) hereof), (iv), (v) (with respect to Significant Subsidiaries only), (vi), (vii), (viii) and (ix) of Section 6.01 hereof will not constitute Events of Default. In addition the Guarantees will be terminated and released and the Guarantors discharged with respect to their Guarantees and such Notes upon a Covenant Defeasance.

Section 8.03 Conditions to Legal or Covenant Defeasance.

     In order to exercise either Legal Defeasance or Covenant Defeasance:

     (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes being defeased, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination of cash in U.S. dollars and non-callable U.S. Government Obligations (“Funds in Trust”), in amounts as will be sufficient to pay the principal of, or interest and premium on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether such Notes are being defeased to such stated date for payment or to a particular redemption date;

     (2) in the case of Legal Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Notes being defeased will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

     (3) in the case of Covenant Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes being defeased will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

     (4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to the Funds in Trust);

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     (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries (other than Non-Recourse Subsidiaries) is a party or by which Company or any of its Subsidiaries (other than Non-Recourse Subsidiaries) is bound;

     (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes being defeased over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and

     (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance, as applicable, have been satisfied.

Section 8.04 Deposited Money and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions.

     Subject to Section 8.06 hereof, all money and non-callable U.S. Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.04, the “Trustee”) pursuant to Section 8.03 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, and interest, but such money need not be segregated from other funds except to the extent required by law.

     The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Securities deposited pursuant to Section 8.03 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

     Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.03 hereof, which are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.05 Repayment to Company.

     Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or Additional Interest, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium or Additional Interest, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days

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from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.06 Reinstatement.

     If the Trustee or Paying Agent is unable to apply any cash or non-callable U.S. Government Securities in accordance with Section 8.02 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and such Notes and the Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium or Additional Interest, if any, or interest on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

     Without the consent of or notice to any Holder of the Notes, the Company and the Trustee may amend the Indenture Documents, and the Company and the Collateral Agent, the Trustee or Bank Agents, as applicable, may amend the Security Documents or the Intercreditor Agreement, (i) to cure any ambiguity, omission, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Company under this Indenture or obligations of a Guarantor under its Guarantee if in compliance with Article 5 hereof, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (iv) to add guarantees or additional obligors with respect to the Notes (or to remove such guarantees or additional obligors, subject, in the case of the Subsidiary Guarantees, to Section 9.02 hereof), (v) to add additional assets as Collateral or to release Collateral from the Lien or any Guarantor from its Guarantee, in each case pursuant to this Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by this Indenture, the Security Documents or the Intercreditor Agreement, (vi) to add to the covenants of the Company or a Subsidiary for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company or a Subsidiary, (vii) to provide for issuance of the Exchange Notes under this Indenture (including to provide for treatment of the Exchange Notes and the Notes as a single class of securities) in connection with the Registered Exchange Offer, (viii) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA or to otherwise comply with the TIA, (ix) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the rights of any Holder of the Notes, (x) to conform the text of the Indenture Documents, the Security Documents or the Intercreditor Agreement to any provision of the “Description of the Notes” Section of the Offering Memorandum to the extent that such provision in such “Description of the Notes” Section of the Offering Memorandum was intended to be a verbatim recitation of a provision of the Indenture Documents, the Security Documents or the Intercreditor Agreement, (xi) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date, (xii) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes,

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(xiii) to evidence and provide the acceptance of the appointment of a successor trustee under this Indenture, or (xiv) to comply with the rules of any applicable securities depositary. Without limiting the generality of the foregoing, no signature, consent or other action of the Trustee or the Holders of the Notes will be required for any amendment, supplement or waiver to the Intercreditor Agreement or any Security Document (i) that is permitted by the preceding provisions of this Section 9.01 (including without limitation any amendment, supplement or waiver that does not adversely affect the rights of any Holder of the Notes) or (ii) that is otherwise permitted by this Indenture without any such action.

Section 9.02 With Consent of Holders of Notes.

     (a) The Indenture Documents, the Security Documents or the Intercreditor Agreement may be amended or supplemented with the consent of the Holders of a majority in principal amount of the Notes then outstanding and any past default or noncompliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding, and any existing Default or Event of Default or compliance with any provision of the Indenture Documents, the Security Documents or the Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes; provided, however, that (a) without the consent of each Holder of an outstanding Note affected, no amendment, supplement or waiver may (with respect to any Notes held by a non-consenting Holder) (i) reduce the principal amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or extend the Stated Maturity of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed pursuant to Section 3.07 hereof, (v) make any Note payable in money other than that stated in the Note, (vi) make any change to the provision which protects the right of any Holder of the Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, or (vii) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions; and (b) except as described in Section 10.04 hereof without the consent of Holders of at least a majority in principal amount of the Notes then outstanding, no amendment may release any Subsidiary Guarantor from its obligation under its Subsidiary Guarantee or change any Subsidiary Guarantee in any manner that materially adversely affects the rights of any Holder of Notes under such Subsidiary Guarantee.

     The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any amendments to the Indenture Documents, the Security Documents or the Intercreditor Agreement. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such amendments, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

     (b) The consent of the Holders of the Notes is not necessary under this Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

     (c) After an amendment under this Indenture becomes effective, the Company shall mail to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment.

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     (d) A consent to any amendment or waiver under this Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender.

Section 9.03 Amendment of Certain Provisions of the Intercreditor Agreement and the Security Documents.

     (a) Notwithstanding Section 9.01 and 9.02 hereof, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder) make any change in Section 5.1 of the Intercreditor Agreement, Section 5.1 of the Security Agreement or similar provisions in the other Security Documents, in each case, relating to the application of proceeds of the Collateral that would adversely affect the Holders of the Notes without the consent of Holders representing at least 75% of the aggregate principal amount of Notes affected.

     (b) Any amendment, waiver, or consent to any of the collateral documents securing the obligations under the Senior Documents, to the extent applicable to any Collateral, will also apply automatically to the comparable Security Documents with respect to the Holders of the Notes’ interest in such Collateral. In addition, the Intercreditor Agreement and the Security Documents may be amended or supplemented from time to time at the sole request and expense of the Company, and without the consent or signature of the Trustee or any Holder of Notes to do any of the following (which shall be deemed to not adversely affect the Holders of the Notes for any purpose under the Indenture Documents, the Security Documents or the Intercreditor Agreement):

     (1) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Other Pari Passu Lien Obligations that are incurred in compliance with this Indenture, (B) to establish that the Liens on any Term Loan Collateral securing such Other Pari Passu Lien Obligations shall be pari passu in priority under the Intercreditor Agreement with the Liens on such Term Loan Collateral securing the Note Obligations and the Liens on such Term Loan Collateral securing the Multi-Currency Secured Obligations, and junior and subordinated to any other Liens on such Term Loan Collateral that are higher in priority than the Liens securing the Note Obligations, in each case, on the terms provided for in the Intercreditor Agreement in effect immediately prior to such amendment, (C) to establish that the Liens on any Multi-Currency Collateral securing such Other Pari Passu Lien Obligations shall be pari passu in priority under the Intercreditor Agreement with the Liens on such Multi-Currency Collateral securing the Note Obligations on the terms provided for in the Intercreditor Agreement, as in effect immediately prior to such amendment, and junior and subordinated to any other Liens on such Multi-Currency Collateral that are higher in priority than the Liens securing the Note Obligations, in each case, on the terms provided for in the Intercreditor Agreement in effect immediately prior to such amendment and (D) to establish the relative priority (other than relative priority with respect to Liens whose priority is specified in clauses (B) and (C)) of outstanding Liens (other than Liens whose priority is specified in clauses (B) and (C)) that are subject to the Intercreditor Agreement;

     (2) to add other parties (or any authorized agent thereof or trustee therefor) holding Other Senior Lien Obligations that are incurred in compliance with this Indenture, (B) to establish that the Liens on any Term Loan Collateral securing such Other Senior Lien Obligations shall be higher in priority under the Intercreditor Agreement than the Liens on such Term Loan Collateral securing the Note Obligations, the Liens on such Term Loan Collateral securing the Other Pari Passu Lien Obligations and the Liens on such Term Loan Collateral securing the Multi-Currency Secured Obligations, in each case, on the terms provided for in the Intercreditor Agreement in effect immediately prior to such amendment, (C) to establish that the Liens on any Multi-Currency Collateral securing such Other Senior Lien Obligations shall be higher in priority under the Intercreditor Agreement than the Liens on such Multi-Currency Collateral securing the Note

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Obligations and the Liens on such Multi-Currency Collateral securing the Other Pari Passu Lien Obligations, in each case, on the terms provided for in the Intercreditor Agreement in effect immediately prior to such amendment, and (D) to establish the relative priority (other than relative priority with respect to Liens whose priority is specified in clauses (B) and (C)) of outstanding Liens (other than Liens whose priority is specified in clauses (B) and (C)) that are subject to the Intercreditor Agreement;

     (3) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Other Junior Lien Obligations that are incurred in compliance with this Indenture, (B) to establish that the Liens on any Collateral securing such Other Junior Lien Obligations shall be lower in priority under the Intercreditor Agreement than the Liens on such Collateral securing the Note Obligations, the Other Pari Passu Lien Obligations, Term Loan Secured Obligations and the Multi-Currency Secured Obligations, and (C) to establish the relative priority of the Liens on the Collateral securing the Other Junior Lien Obligations with respect to Liens (other than those whose priority is specified in clause (B)) that are subject to the Intercreditor Agreement; and

     (4) (A) to modify the definition of “Controlling Agent” to add references to any authorized agent or trustee for other parties holding Other Senior Lien Obligations, Other Pari Passu Obligations and Other Junior Lien Obligations that are permitted to be added as parties to the Intercreditor Agreement as described in paragraphs (1), (2) and (3) above and (B) to permit any such authorized agent or trustee for other parties holding such Other Senior Lien Obligations or Other Pari Passu Obligations to be the “Controlling Agent” prior to the Trustee;

provided that a single tranche of obligations that is secured by Liens on the Collateral may have a different relative priority with respect to the Liens securing the Note Obligations with regard to the Multi-Currency Collateral, on one hand, and the Term Loan Collateral, on the other hand.

     (c) Notwithstanding anything in Section 9.03(b) hereof to the contrary, the terms and provisions of the Intercreditor Agreement applicable to the Liens securing Other Pari Passu Lien Obligations, Other Senior Lien Obligations and Other Junior Lien Obligations contained in any such amendment, modification or waiver other than relative Lien priority (including rights as to enforcement, procedural provisions and other similar provisions under the Intercreditor Agreement) may differ from those applicable to the Liens securing the Notes, the Multi-Currency Secured Obligations and the Term Loan Secured Obligations; provided that any such terms and provisions applicable to the Liens securing Other Pari Passu Obligations and Other Senior Lien Obligations shall be deemed to not adversely affect the Holders of the Notes for any purpose under the Indenture Documents, the Security Documents or the Intercreditor Agreement to the extent that such terms and provisions are no more favorable to the Holders of the obligations secured by such Liens relative to the Liens securing the Note Obligations than those terms and provisions applicable to the Multi-Currency Secured Obligations or the Term Loan Secured Obligations, as applicable (except to the extent otherwise provided in Section 9.03(b)(4) hereof with respect to the definition of “Controlling Agent”).

     (d) Any such additional party or parties, the Multi-Currency Administrative Agent, the Term Loan Administrative Agent, the Trustee and the Collateral Agent shall be entitled to rely upon a certificate delivered by a Responsible Officer certifying that such Debt was Issued, and any such amendment, modification or waiver to the Intercreditor Agreement or Security Documents was entered into, in compliance with this Indenture. Any amendment of the Intercreditor Agreement that is proposed to be effected without the consent of the Trustee or the Collateral Agent will be submitted to such Person for its review at least five Business Days (or such shorter period as such Person may agree) prior to the proposed effectiveness of such amendment.

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Section 9.04 Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Notes will be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

Section 9.05 Revocation and Effect of Consents.

     Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.06 Notation on or Exchange of Notes.

     The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

     Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.07 Trustee to Sign Amendments, etc.

     The Trustee will sign any amendment or supplement to the Indenture Documents, the Security Documents or the Intercreditor Agreement that is authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign any such amendment or supplement until the Board of Directors of the Company approves it. In executing any such amendment or supplement, the Trustee will be provided with and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplement is authorized or permitted by this Indenture.

ARTICLE 10
GUARANTEES

Section 10.01 Guarantee.

     (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

     (1) the principal of, premium, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

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     (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

     Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

     (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

     (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

     (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Section 10.02 Limitation on Guarantor Liability.

     Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance.

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Section 10.03 Execution and Delivery of Guarantee.

     To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee substantially in the form attached as Exhibit E, as applicable, hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee after the time such Guarantor becomes a Guarantor and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.

     Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.

     If an Officer whose signature is on this Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Guarantee is endorsed, the Guarantee will be valid nevertheless.

     The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

Section 10.04. Releases.

     Any Subsidiary Guarantee of a Subsidiary Guarantor provided under this Indenture shall be released:

     (1) automatically and without any action required on the part of the Trustee or any Holder of the Notes, if all of the Capital Stock or all or substantially all of the assets of such Subsidiary is sold or otherwise disposed of (including by way of merger or consolidation) to a Person other than the Company or a Subsidiary of the Company (other than a Non-Recourse Subsidiary) and such sale or disposition does not violate the provisions of Section 4.10 hereof;

     (2) upon request of the Company without consent unless, within 20 Business Days after written notice of the proposed release of such Subsidiary Guarantee is mailed to the Trustee and the Holders, Holders of 25% of the outstanding principal amount of Notes deliver to the Company a written objection to such release;

     (3) automatically and without any action required on the part of the Trustee or any Holder of the Notes, if the Company designates such Subsidiary Guarantor to be a Non-Recourse Subsidiary in accordance with the applicable provisions of this Indenture;

     (4) automatically and without any action required on the part of the Trustee or any Holder of the Notes, upon Legal Defeasance or satisfaction and discharge of this Indenture as provided in Article 8 or 11 hereof;

     (5) automatically and without any action required on the part of the Trustee or any Holder of the Notes, upon a sale of Capital Stock which causes such Subsidiary Guarantor to cease to be a Subsidiary if such sale does not violate any of the provisions of this Indenture;

     (6) automatically and without any action required on the part of the Trustee or any Holder of the Notes, if the Company has satisfied the conditions to Covenant Defeasance as provided in Article 8 hereof;

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     (7) automatically and without any action required on the part of the Trustee or any Holder of the Notes, if such Subsidiary Guarantor no longer has any obligations under any Debt that would require it to become a guarantor pursuant to Section 4.14 hereof;

     (8) with the consent of Holders of a majority in principal amount of the Notes then outstanding (provided, that if such Subsidiary Guarantor is a Significant Subsidiary, the consent of Holders of 66.67% of the aggregate principal amount of Notes then outstanding shall be required for such release); or

     (9) automatically and without any action required on the part of the Trustee or any Holder of the Notes, upon request of the Company without consent if the Fair Market Value of the assets of the related Subsidiary Guarantor, together with the Fair Market Value of the assets of other Subsidiary Guarantors whose Subsidiary Guarantee was released under this clause (9) in the same calendar year, do not exceed $10.0 million (subject to a cumulative carryover for amounts not used in any prior calendar year).

     At the request of the Company, the Trustee will execute and deliver an instrument evidencing such release and any other document or instrument necessary for such release.

ARTICLE 11
SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

     (a) The Indenture Documents and the Security Documents will be discharged and will cease to be of further effect, when:

     (1) either:

     (A) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

     (B) all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable by reason of the mailing of a notice of redemption or otherwise or (ii) will become due and payable within one year, and the Company or any Subsidiary Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of such Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination of cash in U.S. dollars and non-callable U.S. Government Obligations, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Debt on such Notes not delivered to the Trustee for cancellation, including principal, premium and accrued interest to the date of maturity or redemption;

     (2) no Default or Event of Default with respect to such Notes has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument (other than this Indenture) to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound;

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     (3) The Company has paid or caused to be paid all sums payable by the Company under this Indenture with respect to the Notes; and

     (4) The Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or on the redemption date, as the case may be.

     (b) The Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.05 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 11.02 Application of Trust Money.

     Subject to the provisions of Section 8.05 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

     If the Trustee or Paying Agent is unable to apply any cash in U.S. dollars or non-callable U.S. Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has made any payment of principal of, premium or interest on, any such Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the cash in U.S. dollars or non-callable U.S. Government Securities held by the Trustee or Paying Agent.

ARTICLE 12
COLLATERAL

Section 12.01 Security Documents.

          (a) The payment of the Notes and the Guarantees when due (whether on an interest payment date, at Stated Maturity, upon repurchase, upon acceleration, redemption or otherwise) shall be secured as provided in the Security Documents which the Company and the Guarantors have entered into simultaneously with the execution of this Indenture and shall be secured as provided by all Security Documents hereafter delivered as required by this Indenture, in each case subject to the terms of the Intercreditor Agreement. Notwithstanding anything to the contrary in this Indenture and for the avoidance of doubt, no security interest or Lien is granted by the provisions of this Indenture, the Notes or the Guarantees.

          (b) Each Holder of Notes, by its acceptance of a Note, consents and agrees to the terms of each Security Document and the Intercreditor Agreement, hereby appoints Citicorp USA Inc. as Collateral Agent on the Issue Date, authorizes and directs the Trustee to enter into the Intercreditor

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Agreement and the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and authorizes and empowers each of the Trustee and the Collateral Agent to bind the Holders of Notes as set forth in the Security Documents and the Intercreditor Agreement and to perform its respective obligations and exercise its respective rights and powers thereunder.

          (c) As among the Holders, the Collateral shall be held for the equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other.

Section 12.02 Opinions of Counsel.

     The Company shall furnish to the Trustee and the Collateral Agent (i) promptly following the Issue Date and (ii) on November 15 of each year, beginning November 15, 2010, an Opinion or Opinions of Counsel, dated as of such date, either stating that, in the opinion of such counsel, all action has been taken to maintain the effectiveness of the Liens of the Security Documents and reciting the details of such action or referring to prior opinions of counsel in which such details are given, or stating that, in the opinion of such counsel, no such action is necessary to maintain such Liens.

Section 12.03 Suits to Protect the Collateral.

     Subject to the terms of the Intercreditor Agreement and the Security Documents, the Trustee shall have power, but without the obligation to exercise such power, to institute in its name and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of this Indenture or any of the Security Documents, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of the Notes in the Collateral and in the principal, interest, issues, profits, rents, revenues and other income arising therefrom, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of, or compliance with, such enactment, rule or order would impair the security under any of the Collateral Documents, or be prejudicial to the interests of the Holders of the Notes or the Trustee.

Section 12.04 Release of Collateral.

          (a) Liens on the Collateral securing the Note Obligations created under the Security Documents shall be released automatically and without the need for any further action by any Person:

(1) in whole, as to all property subject to such Liens, upon:

     (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations under this Indenture, the Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid; or

     (ii) satisfaction and discharge of this Indenture as set forth under Article 11 hereof; or

     (iii) Legal Defeasance or Covenant Defeasance of this Indenture as set forth under Article 8 hereof;

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(2) in part, as to any property that (A) is sold, transferred or otherwise disposed of by the Company or any of its Subsidiaries (other than any such sale to the Company or any Guarantor) in a transaction not prohibited by Section 4.10 hereof at the time of such sale, transfer or disposition, to the extent of the interest sold, transferred or disposed of, (B) is sold, transferred or otherwise disposed of in connection with the foreclosure of, or other exercise of remedies with respect to such Collateral by the Collateral Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after the Multi-Currency Secured Obligations and the Term Loan Secured Obligations have been paid in full), notwithstanding the existence of an Event of Default or (C) is owned or at any time acquired by a Subsidiary Guarantor that has been released from its Subsidiary Guarantee, concurrently with the release of such Subsidiary Guarantee;

(3) in part, as to any property or other assets that is or becomes Excluded Property or Other Excluded Assets;

(4) with the consent of the Holders of at least the aggregate principal amount of the Notes then outstanding required by Article 9 hereof (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, purchase of, the Notes); and

(5) on any or all of the Collateral, upon any release of the Liens thereon securing the Multi-Currency Secured Obligations and Term Loan Secured Obligations unless at the time of such release, an Event of Default shall have occurred and be continuing (except in the case of a release described in clause (2)(A) or (B) above), in which case such release shall be effected when such Event of Default and all other Events of Default shall cease to be continuing.

          (b) At the request of the Company or the applicable Guarantor, as the case may be, (i) Liens in any part of the Collateral securing the Note Obligations that is subject to any Permitted Lien described in clauses (1), (2)(iii), (2)(iv), (2)(v), (2)(vii), (2)(viii), (2)(xii), (2)(xiii), (4), (13), (14), (16), (20) or (21) of Section 4.12 hereof shall be released or subordinated as required by law or by the holder of such Permitted Lien to the extent documents relating to such Permitted Lien would not permit such asset to be subject to the Liens created under the Security Documents; provided, however, that immediately upon the ineffectiveness, lapse or termination of any such restriction, the Company or the applicable Guarantor, as the case may be, will take all necessary actions in order to secure the Collateral subject to such Permitted Lien in the same manner upon which it was secured prior to the imposition of the Permitted Lien; and (ii) the Liens in Patents or Trademarks (as each such term is defined in the Security Documents) that are licensed to third parties in a transaction that does not violate this Indenture shall be subordinated to such license agreement.

          (c) At the request of the Company or the applicable Guarantor, as the case may be, Liens on any item of Collateral securing the Note Obligations shall be subordinated if the Liens on such item of Collateral securing the Multi-Currency Secured Obligations and the Term Loan Secured Obligations are subordinated unless at the time of such subordination, an Event of Default shall have occurred and be continuing, in which case such subordination shall be effected when such Event of Default and all other Events of Default shall cease to be continuing.

          (d) At the request of the Company (which request shall be set forth in an Officers’ Certificate) for a release of Collateral or subordination of Lien in accordance with this Section 12.04, at the Company’s and Guarantors’ expense, the Trustee and the Collateral Agent shall promptly take all

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necessary actions to cause the relevant Collateral to be released or the Lien in the relevant Collateral to be subordinated. Any such documents shall be without recourse to or warranty by the Trustee.

          (e) Notwithstanding anything to the contrary herein, the Company and the Guarantors will not be required to comply with all or any portion of TIA § 314(d) if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of TIA § 314(d) is inapplicable to the released Collateral.

          (f) The release of any Collateral from the Lien granted under the Collateral Documents or the release or subordination of, in whole or in part, the Liens granted by any of the Collateral Documents, shall not be deemed to impair the security interests in contravention of the provisions of this Indenture if and to the extent the Collateral or Liens are released in accordance with the terms of this Indenture or the Security Documents and the Intercreditor Agreement.

          (g) The Company and its Subsidiaries may, among other things, without any release or consent by the Trustee or the Collateral Agent, but otherwise in compliance with the covenants of this Indenture and the Security Documents, conduct ordinary course activities with respect to the Collateral, including:

(i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents which has become worn out, defective or obsolete or not used or useful in the business;

(ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents;

(iii) surrendering or modifying any franchise, license or permit subject to the Lien of this Indenture or any of the Security Documents which it may own or under which it may be operating; altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances;

(iv) granting a license of any intellectual property;

(v) selling, transferring or otherwise disposing of inventory in the ordinary course of business;

(vi) collecting accounts receivable in the ordinary course of business or selling, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of business;

(vii) making cash payments (including for the repayment of Debt or interest) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Indenture and the Security Documents; and

(viii) abandoning, selling or otherwise disposing of any intellectual property which is no longer used or useful in the Company’s business.

        (h) The Company shall deliver to the Trustee, within 30 calendar days following the end of each fiscal year of the Company (or such later date as the Trustee shall agree), an Officers’

105

Certificate substantially in the form of Exhibit G to the effect that all releases and withdrawals during the preceding fiscal year (or since the Issue Date, in the case of the first such certificate) in which no release or consent of the Collateral Agent was obtained in the ordinary course of the Company’s and its Subsidiaries’ business were not prohibited by this Indenture.

ARTICLE 13
MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties will control.

Section 13.02 Notices.

     Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company and/or any Guarantor:

Revlon Consumer Products Corporation
237 Park Avenue
New York, NY 10017
Facsimile No.: (212) 527-5693
Attention: Chief Legal Officer

With a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Facsimile No.: (212) 492-0052
Attention: Lawrence G. Wee

If to the Trustee:

U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3C
St. Paul, Minnesota 55107-2292
Facsimile No.: (651) 495-8097
Attention: The Revlon Trust Administrator

     The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

     All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile;

106

and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

     Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

     If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Indenture Agent at the same time.

Section 13.03 Communication by Holders of Notes with Other Holders of Notes.

     Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 13.04 Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

     (1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

     (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied; provided that no such Opinion of Counsel shall be required in connection with the issuance of the Initial Notes on the Issue Date.

Section 13.05 Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include:

     (1) a statement that the Person making such certificate or opinion has read such covenant or condition;

     (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

107

     (3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

     (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

     Any Opinion of Counsel may be subject to customary limitations, assumptions and qualifications.

Section 13.06 Rules by Trustee and Indenture Agents.

     The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07 No Personal Liability of Directors, Officers, Employees, Stockholders or Controlling Persons.

     No director, officer, employee, incorporator, stockholder or controlling person of the Company or any Guarantor or any of their parent companies, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Guarantees, the Registration Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Section 13.08 Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES.

Section 13.09 No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.10 Successors.

     All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture and the Notes, as applicable, will bind its successors, except as otherwise provided in Section 10.04 hereof.

Section 13.11 Severability.

     In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

108

Section 13.12 Counterpart Originals.

     The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

Section 13.13 Table of Contents, Headings, etc.

     The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 13.14 Force Majeure.

     In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 13.15 Intercreditor Agreement and Security Documents.

     In the event of any conflict between (a) this Indenture, the Notes or a Guarantee (on the one hand) and (b) the Intercreditor Agreement or the Security Documents (on the other hand), the provisions of the Intercreditor Agreement and the Security Documents shall control unless such compliance would violate the TIA. The Trustee and the Holders shall be subject to the limitations set forth in the Intercreditor Agreement in the exercise of their remedies and application of the proceeds of any enforcement actions under this Indenture, the Notes and the Guarantees.

Section 13.16 Waiver of Jury Trial.

     EACH OF THE COMPANY, THE TRUSTEE AND THE GUARANTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTION CONTEMPLATED HEREBY.

[Signatures on following page]

109

SIGNATURES

     IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the day and year first written above.

Revlon Consumer Products Corporation
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Senior Vice President, Deputy General Counsel and Secretary
Revlon, Inc.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Senior Vice President, Deputy General Counsel and Secretary
Almay, Inc.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Charles of the Ritz Group Ltd.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Charles Revson Inc.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary

[Signature Page to Indenture]

Cosmetics & More Inc.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
North America Revsale Inc.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
PPI Two Corporation
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon Consumer Corp.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon Development Corp.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary

[Signature Page to Indenture]

Revlon Government Sales, Inc.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon International Corporation
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon Products Corp.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Revlon Real Estate Corporation
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Riros Corporation
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary
Riros Group Inc.
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Vice President and Secretary

[Signature Page to Indenture]

U.S. Bank National Association, as Trustee
By:	/s/ Richard Prokosch
	Name:	Richard Prokosch
	Title:	Vice President

[Signature Page to Indenture]

EXHIBIT A1

[Face of Note]

CUSIP/CINS                     

9³/4% Senior Secured Notes due 2015

No. ___ $                    

Revlon Consumer Products Corporation

promises to pay to                      or registered assigns,

the principal sum of                                                                                   DOLLARS on November 15, 2015.

Interest Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

Dated:                     , 20__

A1-1

Revlon Consumer Products Corporation
By:
	Name:
	Title:

A1-2

This is one of the Notes referred to in the within-mentioned Indenture:
U.S. Bank National Association,    as Trustee
By:
	Authorized Signatory

Dated: ___________, 20__

A1-3

[Back of Note]
9³/4% Senior Secured Notes due 2015

[Insert the Definitive Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the OID Legend, if applicable pursuant to the provisions of the Indenture]

     Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. References to “interest” shall also be deemed to be references to Additional Interest unless the context otherwise requires.

     (1) Interest. Revlon Consumer Products Corporation, a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at the rate of 9³/4% from                     , 20___ until maturity (but not including the maturity date). The Company will pay interest semiannually in arrears on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be                     , 20___. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

     (2) Method of Payment. The Company will pay interest on the Notes (except defaulted interest), to the Persons who are registered Holders of Notes at the close of business on the May 1 and November 1 immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, and interest at the office or agency of the Paying Agent and Registrar (which initially will be the office of the Trustee), or, at the option of the Company, payment of interest, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

     (3) Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

A1-4

     (4) Indenture, Security Documents and Intercreditor Agreement. The Company issued the Notes under an Indenture dated as of November 23, 2009 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. The Notes and Guarantees are unsubordinated obligations of the Company and the Guarantors, respectively, which obligations are secured pursuant to the Security Documents, subject to the Intercreditor Agreement. Each Holder of Notes, by its acceptance of a Note, consents and agrees to the terms of each Security Document and the Intercreditor Agreement, hereby appoints Citicorp USA, Inc. as Collateral Agent on the Issue Date, authorizes and directs the Trustee to enter into the Intercreditor Agreement and the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and authorizes and empowers each of the Trustee and the Collateral Agent to bind the Holders of Notes as set forth in the Security Documents and the Intercreditor Agreement and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding anything to the contrary in this Note or in the Indenture and for the avoidance of doubt, no security interest or Lien is granted by the provisions of the Indenture, this Note or the Guarantees. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the Security Documents or the Intercreditor Agreement, the provisions of the Indenture, the Security Documents or the Intercreditor Agreement shall govern and be controlling, unless such provisions violate the TIA.

     (5) Optional Redemption.

     (a) Except as set forth below in this Paragraph 5, the Company will not have the option to redeem the Notes prior to November 15, 2012. On or after November 15, 2012, the Company, at its option, may redeem the Notes at any time, as a whole or from time to time in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued interest to the date of redemption, if redeemed during the 12-month period beginning on November 15 of the years indicated below:

Year	Percentage
2012		104.875	%
2013		102.438	%
2014		100.000	%

     (b) At any time prior to November 15, 2012, the Company may, from time to time, redeem up to 35% of the aggregate principal amount of the Notes and any Additional Notes with, and to the extent the Company actually receives, the net proceeds of one or more Equity Offerings from time to time, at 109.750% of the principal amount thereof, plus accrued interest to the date of redemption; provided, however, that at least 65% of the aggregate principal amount of the Notes must remain outstanding after each such redemption.

     (c) At any time or from time to time prior to November 15, 2012, the Company may, at any time or from time to time, redeem the Notes as a whole or in part, at a redemption price per Note equal to the sum of (1) the then outstanding principal amount thereof, plus (2) accrued and unpaid interest (if any) to the date of redemption, plus (3) the Applicable Premium.

A1-5

     (d) All redemptions of Notes made as described in this Section 5 will be subject to the provisions of the Indenture governing the method and manner of such redemptions.

     (6) Mandatory Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

     (7) Repurchase at the Option of Holder. Under certain circumstances specified in the Indenture, including following a Change of Control or an Asset Sale, the Holders of the Notes may have rights to require the Company to repurchase all or any part of their Notes.

     (8) Notice of Redemption. Except in connection with a Prepayment Offer (the procedures for which are specified in Section 4.10 of the Indenture), notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.

     (9) Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

     (10) Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

     (11) Amendment, Supplement and Waiver. The Indenture Documents, the Security Documents and the Intercreditor Agreement may be amended or supplemented only as provided in the Indenture.

     (12) Defaults and Remedies. The Indenture specifies certain events the occurrence of which constitutes an Event of Default, including failure to pay principal or interest on the Notes, breaches of Indenture covenants, acceleration the principal of certain other Debt of the Company or a Significant Subsidiary, entry of certain unstayed judgments against the Company or a Significant Subsidiary, certain bankruptcy and insolvency events, invalidity of certain Subsidiary Guarantees, invalidity of certain security interests in the Collateral and certain defaults under Security Documents, in each case which may be subject to specified grace periods. These Events of Default are subject to certain terms, limitations and conditions specified in the Indenture. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 30% in principal amount of the outstanding Notes by notice to the Company and the Trustee may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an

A1-6

Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs and is continuing, the principal of and interest on all the Notes will by that very fact alone become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders of the Notes. Under certain circumstances specified in the Indenture, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences.

     (13) Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

     (14) No Recourse Against Others. No director, officer, employee, incorporator, stockholder or controlling person of the Company or any of the Guarantors or any of their parent companies, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Guarantees, the Indenture or the Registration Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

     (15) Authentication. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

     (16) Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

     (17) Additional Rights of Holders. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Agreement dated as of November 23, 2009, among the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes.

     (18) CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

     (19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE GUARANTEES.

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     The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Agreement. Requests may be made to the Company at:

237 Park Avenue
New York, New York 10017
Attention: Chief Legal Officer
Facsimile: (212) 527-5693

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Assignment Form

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                             to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:                     

Your Signature:                                                                                  
(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                                         

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.13 of the Indenture, check the appropriate box below:

ØSection 4.10                    ØSection 4.13

     If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 or Section 4.13 of the Indenture, state the amount you elect to have purchased:

$                    

Date:                     

Your Signature:                                                                                  
(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:                                                             

Signature Guarantee*:                                         

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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Schedule of Exchanges of Interests in the Global Note *

     The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

	Amount of	Amount of	Principal Amount
	decrease in	increase in	of this Global Note	Signature of
	Principal Amount	Principal Amount	following such	authorized officer
	of	of	decrease	of Trustee or
Date of Exchange	this Global Note	this Global Note	(or increase)	Custodian

* This schedule should be included only if the Note is issued in global form.

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EXHIBIT A2

[Face of Regulation S Temporary Global Note]

CUSIP/CINS                     

9³/4% Senior Secured Notes due 2015

No. ___ $                    

Revlon Consumer Products Corporation

promises to pay to                      or registered assigns,

the principal sum of                                                                                   DOLLARS on November 15, 2015.

Interest Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

Dated:                     , 20___

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Revlon Consumer Products Corporation
By:
	Name:
	Title:

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This is one of the Notes referred to in the within-mentioned Indenture:
U.S. Bank National Association, as Trustee
By:
	Authorized Signatory

Dated:                     , 20__

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[Back of Regulation S Temporary Global Note]
9³/4% Senior Secured Notes due 2015

[Insert the OID Legend, if applicable pursuant to the provisions of the Indenture]

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE ONE YEAR ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY; (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE

A2-4

144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY); (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY); (4) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE (501)(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND THE TRUSTEE; (5) PURSUANT TO ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT; OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES THAT IT WILL FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) PURCHASING FROM A PERSON NOT PARTICIPATING IN THE INITIAL DISTRIBUTION OF THIS SECURITY (OR ANY PREDECESSOR SECURITY), THAT IT IS AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(l), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. References to “interest” shall also be deemed to be references to Additional Interest unless the context otherwise requires.

     (1) Interest. Revlon Consumer Products Corporation, a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at the rate of 9³/4% from                     , 20___ (but not including the maturity date). The Company will pay interest semiannually in arrears on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be                     , 20___. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

A2-5

     Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as other Notes under the Indenture.

     (2) Method of Payment. The Company will pay interest on the Notes (except defaulted interest), to the Persons who are registered Holders of Notes at the close of business on the May 1 and November 1 immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, and interest at the office or agency of the Paying Agent and Registrar (which initially will be the office of the Trustee), or, at the option of the Company, payment of interest, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

     (3) Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

     (4) Indenture, Security Documents and Intercreditor Agreement. The Company issued the Notes under an Indenture dated as of November 23, 2009 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. The Notes and Guarantees are unsubordinated obligations of the Company and the Guarantors, respectively, which obligations are secured pursuant to the Security Documents, subject to the Intercreditor Agreement. Each Holder of Notes, by its acceptance of a Note, consents and agrees to the terms of each Security Document and the Intercreditor Agreement, hereby appoints Citicorp USA, Inc. as Collateral Agent on the Issue Date, authorizes and directs the Trustee to enter into the Intercreditor Agreement and the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and authorizes and empowers each of the Trustee and the Collateral Agent to bind the Holders of Notes as set forth in the Security Documents and the Intercreditor Agreement and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding anything to the contrary in this Note or in the Indenture and for the avoidance of doubt, no security interest or Lien is granted by the provisions of the Indenture, this Note or the Guarantees. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the Security Documents or the Intercreditor Agreement, the provisions of the Indenture, the Security Documents or the Intercreditor Agreement shall govern and be controlling, unless such provisions violate the TIA.

     (5) Optional Redemption.

     (a) Except as set forth below in this Paragraph 5, the Company will not have the option to redeem the Notes prior to November 15, 2012. On or after November 15, 2012, the Company, at its option, may redeem the Notes at any time, as a whole or from

A2-6

time to time in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued interest to the date of redemption, if redeemed during the 12-month period beginning on November 15 of the years indicated below:

Year	Percentage
2012		104.875	%
2013		102.438	%
2014		100.000	%

     (b) At any time prior to November 15, 2012, the Company may, from time to time, redeem up to 35% of the aggregate principal amount of the Notes and any Additional Notes with, and to the extent the Company actually receives, the net proceeds of one or more Equity Offerings from time to time, at 109.750% of the principal amount thereof, plus accrued interest to the date of redemption; provided, however, that at least 65% of the aggregate principal amount of the Notes must remain outstanding after each such redemption.

     (c) At any time or from time to time prior to November 15, 2012, the Company may, at any time or from time to time, redeem the Notes as a whole or in part, at a redemption price per Note equal to the sum of (1) the then outstanding principal amount thereof, plus (2) accrued and unpaid interest (if any) to the date of redemption, plus (3) the Applicable Premium.

     (d) All redemptions of Notes made as described in this Section 5 will be subject to the provisions of the Indenture governing the method and manner of such redemptions.

     (6) Mandatory Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

     (7) Repurchase at the Option of Holder. Under certain circumstances specified in the Indenture, including following a Change of Control or an Asset Sale, the Holders of the Notes may have rights to require the Company to repurchase all or any part of their Notes.

     (8) Notice of Redemption. Except in connection with a Prepayment Offer (the procedures for which are specified in Section 4.10 of the Indenture), notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.

     (9) Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not

A2-7

exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

     This Regulation S Temporary Global Note is exchangeable in whole or in part for one or more Global Notes only (i) on or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation of certificates (accompanied by an Opinion of Counsel, if applicable) required by Article 2 of the Indenture. Upon exchange of this Regulation S Temporary Global Note for one or more Global Notes, the Trustee shall cancel this Regulation S Temporary Global Note.

     (10) Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

     (11) Amendment, Supplement and Waiver. The Indenture Documents, the Security Documents and the Intercreditor Agreement may be amended or supplemented only as provided in the Indenture.

     (12) Defaults and Remedies. The Indenture specifies certain events the occurrence of which constitutes an Event of Default, including failure to pay principal or interest on the Notes, breaches of Indenture covenants, acceleration the principal of certain other Debt of the Company or a Significant Subsidiary, entry of certain unstayed judgments against the Company or a Significant Subsidiary, certain bankruptcy and insolvency events, invalidity of certain Subsidiary Guarantees, invalidity of certain security interests in the Collateral and certain defaults under Security Documents, in each case which may be subject to specified grace periods. These Events of Default are subject to certain terms, limitations and conditions specified in the Indenture. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 30% in principal amount of the outstanding Notes by notice to the Company and the Trustee may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs and is continuing, the principal of and interest on all the Notes will by that very fact alone become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders of the Notes. Under certain circumstances specified in the Indenture, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences.

     (13) Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

     (14) No Recourse Against Others. No director, officer, employee, incorporator, stockholder or controlling person of the Company or any of the Guarantors or any of their parent companies, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Guarantees, the Indenture or the Registration Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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     (15) Authentication. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

     (16) Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

     (17) Additional Rights of Holders. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Agreement dated as of November 23, 2009, among the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes.

     (18) CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

     (19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE GUARANTEES.

     The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Agreement. Requests may be made to the Company at:

237 Park Avenue
New York, New York 10017
Attention: Chief Legal Officer
Facsimile: (212) 527-5693

A2-9

Assignment Form

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                             to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:                      

Your Signature:                                                                                  
(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                                         

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A2-10

Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.13 of the Indenture, check the appropriate box below:

ØSection 4.10                    ØSection 4.13

     If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 or Section 4.13 of the Indenture, state the amount you elect to have purchased:

$                    

Date:                     

Your Signature:                                                                                  
(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:                                         

Signature Guarantee*:                                         

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A2-11

Schedule of Exchanges of Interests in the Regulation S Temporary Global Note

     The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Note, have been made:

	Amount of	Amount of	Principal Amount
	decrease in	increase in	of this Global Note	Signature of
	Principal Amount	Principal Amount	following such	authorized officer
	of	of	decrease	of Trustee or
Date of Exchange	this Global Note	this Global Note	(or increase)	Custodian

A2-12

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Revlon Consumer Products Corporation
237 Park Avenue
New York, NY 10017

U.S. Bank National Association
[                    ]
[                    ]

     Re: 9³/4% Senior Secured Notes due 2015

     Reference is hereby made to the Indenture, dated as of November 23, 2009 (the “Indenture”), among Revlon Consumer Products Corporation, as issuer (the “Company”), the Guarantors and party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                         , (the “Transferor”) owns and proposes to transfer 9³/4% Senior Secured Note[s] (the “Note[s]”) or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                     in such Note[s] or interests (the “Transfer”), to                                          (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

     1. o Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

     2. o Check if Transferee will take delivery of a beneficial interest in the Regulation S Temporary Global Note, the Regulation S Permanent Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the

B-1

proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Permanent Global Note, the Regulation S Temporary Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

     3. o Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

     (a) o such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

     (b) o such Transfer is being effected to the Company or a subsidiary thereof;

or

     (c) o such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

     (d) o such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.

     4. o Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

     (a) o Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the

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United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

     (b) o Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

     (c) o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

     This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                                         

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ANNEX A TO CERTIFICATE OF TRANSFER

     1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) o a beneficial interest in the:

(i)	o 144A Global Note (CUSIP                     ), or
(ii)	o Regulation S Global Note (CUSIP                     ), or
(iii)	o IAI Global Note (CUSIP                     ); or

(b) o a Restricted Definitive Note.

     2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) o a beneficial interest in the:

(i)	o 144A Global Note (CUSIP                     ), or
(ii)	o Regulation S Global Note (CUSIP                     ), or
(iii)	o IAI Global Note (CUSIP                     ); or
(iv)	o Unrestricted Global Note (CUSIP                     ); or

(b)	o a Restricted Definitive Note; or
(c)	o an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Revlon Consumer Products Corporation
237 Park Avenue
New York, NY 10017

U.S. Bank National Association
[                    ]
[                    ]
[                    ]

          Re: 9³/4% Senior Secured Notes due 2015

(CUSIP                     )

     Reference is hereby made to the Indenture, dated as of November 23, 2009 (the “Indenture”), among Revlon Consumer Products Corporation, as issuer (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                             , (the “Owner”) owns and proposes to exchange 9³/4% Senior Secured Note[s] (the “Note[s]”) or interest in such Note[s] specified herein, in the principal amount of $                     in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

     1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

     (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

     (b) o Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

     (c) o Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for

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a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

     (d) o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

     2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

     (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

     (b) o Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] o 144A Global Note, o Regulation S Global Note, o IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

     This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]
 

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By:
	Name:
	Title:

Dated:                                         

C-3

EXHIBIT D

FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Revlon Consumer Products Corporation
237 Park Avenue
New York, NY 10017

U.S. Bank National Association
[                    ]
[                    ]
[                    ]

     Re: 9³/4% Senior Secured Notes due 2015

     Reference is hereby made to the Indenture, dated as of November 23, 2009 (the “Indenture”), among Revlon Consumer Products Corporation, as issuer (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

     In connection with our proposed purchase of $                     aggregate principal amount of:

     (a) o a beneficial interest in a Global Note, or

     (b) o a Definitive Note,

     we confirm that:

     1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

     2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

D-1

     3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

     4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

     5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

     You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

[Insert Name of Accredited Investor]
By:
	Name:
	Title:

Dated:                                        

D-2

EXHIBIT E

FORM OF NOTATION OF GUARANTEE FOR NOTES

     For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth, and subject to the provisions of, the Indenture dated as of November 23, 2009 (the “Indenture”) among Revlon Consumer Products Corporation (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. To the extent the provisions of this Notation of Guarantee conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

     Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

[Name of Guarantor(s)]
By:
	Name:
	Title:

E-1

EXHIBIT F

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

     Supplemental Indenture (this “Supplemental Indenture”), dated as of                     , 20___, among                      (the “Guaranteeing Subsidiary”), a subsidiary of Revlon Consumer Products Corporation (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of November 23, 2009 providing for the issuance of 9³/4% Senior Secured Notes due 2015 (together, the “Notes”);

     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Note Obligations on the terms and conditions set forth herein (the “Guarantee”); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

     1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

     2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Guarantee and in the Indenture including but not limited to Article 10 thereof.

     3. No Recourse Against Others. No director, officer, employee, incorporator, stockholder or controlling person of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

     4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

     5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

F-1

     7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

F-2

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated:                     , 20___

[Guaranteeing Subsidiary]
By:
	Name:
	Title:
Revlon Consumer Products Corporation
By:
	Name:
	Title:
[Existing Guarantors]
By:
	Name:
	Title:
U.S. Bank National Association, as Trustee
By:
	Authorized Signatory

F-3

EXHIBIT G

FORM OF OFFICERS’ CERTIFICATE
TO BE DELIVERED BY THE COMPANY
PURSUANT TO SECTION 12.04 OF THE INDENTURE

     Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise specified.

     We, the undersigned, as officers of Revlon Consumer Products Corporation (in the capacities set forth under our respective signatures below), a Delaware corporation (the “Company”), certify that we are duly authorized to, and do hereby, deliver this certificate to U.S. Bank National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”), under the Indenture, dated as of November 23, 2009 (the “Indenture”), relating to the Company’s 9³/4% Senior Secured Notes due 2015 (the “Notes”); and

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

1	Insert if the first such Officers’ Certificate.
2	Insert if not the first such Officers’ Certificate.

G-1

          IN WITNESS WHEREOF, we have hereunto signed our names.

Dated:                     , ___

Revlon Consumer Products Corporation

By:

Name:

Title:

By:

Name:

Title:

G-2

EX-4.23

Exhibit 4.23

DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES

SECURITY AGREEMENT AND FIXTURE FILING

from

REVLON CONSUMER PRODUCTS CORPORATION,

“Grantor”

to

FIRST AMERICAN TITLE INSURANCE COMPANY,

“Trustee”

for the use and benefit of

CITICORP USA, INC., AS COLLATERAL AGENT

“Beneficiary”

(COLLATERAL IS OR INCLUDES FIXTURES)

DATED AS OF NOVEMBER 23, 2009

This Deed of Trust has been prepared by
and after recording please return to:

Cravath, Swaine & Moore LLP
7825 Eighth Avenue
New York, New York 100019
Attention: John Gerhard, Esq.

North Carolina

(COLLATERAL IS OR INCLUDES FIXTURES)

DEED OF TRUST, ASSIGNMENT OF RENTS
AND LEASES SECURITY AGREEMENT AND FIXTURE FILING

This DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING is subject to the terms and provisions of the SECOND AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, dated as of November 23, 2009 (as such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among CITICORP USA, INC., as administrative agent for the multi-currency lenders and issuing lenders, CITICORP USA, INC. as administrative agent for the term loan lenders, U.S. BANK NATIONAL ASSOCIATION, as trustee for the Holders of the Notes (hereinafter, the “Noteholders”), CITICORP USA, INC., as collateral agent for the Secured Parties, REVLON, INC., REVLON CONSUMER PRODUCTS CORPORATION and each other Loan Party party thereto.

          This DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING, dated as of November 23, 2009 is made by REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (“Grantor” or the “Company”), whose address is c/o Revlon, Inc., 237 Park Avenue, New York 10017, Attention: Senior Vice President, Deputy General Counsel and Secretary, to FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation (“Trustee”), whose address is 101 North Elm Street, Suite 100, Greensboro, North Carolina 27401, for the use and benefit of CITICORP USA, INC., a Delaware corporation, in its capacity as Collateral Agent for the Noteholder Secured Parties (as hereinafter defined) (in such capacity, “Beneficiary”, which term shall be deemed to include the successors and assigns of Beneficiary), having an address at 388 Greenwich Street, New York, New York 10013, Attention: James S. McCarthy. References to this “Deed of Trust” shall mean this instrument and any and all renewals, modifications, amendments, amendment and restatements, supplements, extensions, consolidations, substitutions, spreaders and replacements of this instrument. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture (as defined below).

RECITALS:

          WHEREAS, pursuant to the Indenture, dated as of the date hereof (as the same may be amended, amended and restated, supplemented, increased or otherwise modified from time to time, the “Indenture”), among the Company, REVLON, INC., a Delaware corporation (the “Parent Guarantor), and certain domestic subsidiaries of the Grantor (the “Subsidiary Guarantors” — together with the Parent Guarantor, the “Guarantors”) and U.S. Bank National Association (the “Indenture Trustee” or “Noteholder Representative”), the Grantor has issued $330,000,000 aggregate principal amount of its 9³/4% Senior Secured Notes Due 2015 (the “Notes”) upon the terms and subject to the conditions set forth therein;

          WHEREAS, pursuant to the terms and conditions of the Indenture, the Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of the date hereof, has been entered into among CITICORP, as administrative agent for the Multi-Currency Lenders and Issuing Lenders, CITICORP, as administrative agent for the Term Loan Lenders, the Indenture Trustee, as trustee for the Noteholders (together with the Noteholders, the “Noteholder Secured Parties”), CITICORP, as

collateral agent for the Secured Parties, the Company, the Parent Guarantorand each other Loan Party party thereto;

          WHEREAS, Grantor is the owner and holder of fee simple title in and to all of the real estate located in the County of Granville and State of North Carolina (the “State”), and more fully described in Exhibit A attached hereto and by this reference made a part hereof (the “Land”) together with all of the buildings, improvements, structures and fixtures now or subsequently located on the Land (the “Improvements”) (the Land and the Improvements being collectively referred to as the “Real Estate”), which Real Estate forms a portion of the Trust Property described below; and

          WHEREAS, it is a condition precedent, among others, to the authentication of the Notes by the Indenture Trustee that Grantor shall have executed and delivered this Deed of Trust to the Trustee for the use and benefit of Beneficiary in its capacity as Collateral Agent;

          NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor hereby agrees with the Trustee and Beneficiary as follows:

Granting Clause

     Grantor, to secure the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all obligations of the Grantor and the Guarantors under the Notes, the Indenture, the Parent Guarantee, the Subsidiary Guarantees, the Security Documents and the other Indenture Documents (collectively, the “Noteholder Secured Obligations”), hereby grants, bargains, sells and conveys to Trustee, its successors and assigns, and hereby assigns, transfers and sets over to Trustee, the Trust Property (as defined below) in trust, with power of sale, for the use and benefit of Beneficiary (in its capacity as Collateral Agent for the Indenture Trustee and each holder of any Noteholder Secured Obligation) and grants Beneficiary and Trustee a third priority lien and security interest in the Trust Property (as defined below).

     TO HAVE AND TO HOLD the Trust Property (as defined below) and the rights and privileges hereby granted unto Trustee, its successors and assigns, in trust, in fee simple forever, for the uses and purposes set forth, until (i) the Indenture is discharged or a legal defeasance or covenant defeasance has been effected pursuant to the terms thereof or (ii) as otherwise provided by the Indenture.

     The following property and rights and interests now owned or held or subsequently acquired by Grantor and described in the following clauses (A) through (E) are collectively referred to as the “Premises”, and those described in the following clauses (A) through (K) are collectively referred to as the “Trust Property”), provided, that Trust Property shall in no event include any “Other Excluded Assets” (as defined in the Indenture):

     (A) the Real Estate;

     (B) all the estate, right, title, claim or demand whatsoever of Grantor, in possession or expectancy, in and to the Real Estate or any part thereof;

     (C) all right, title and interest of Grantor in, to and under all easements, rights of way, gores of land, streets, ways, alleys, passages, sewer rights, waters, water courses, water and riparian rights, development rights, air rights, mineral rights and all estates, rights, titles, interests, privileges, licenses, tenements, hereditaments and appurtenances belonging, relating or

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appertaining to the Real Estate, and any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in the bed of any street, road or avenue, in front of or adjoining the Real Estate to the center line thereof;

     (D) all of the fixtures, chattels, business machines, machinery, apparatus, equipment, furnishings, fittings and articles of personal property of every kind and nature whatsoever, and all appurtenances and additions thereto and substitutions or replacements thereof (together with, in each case, attachments, components, parts and accessories) currently owned or subsequently acquired by Grantor and now or subsequently attached to, or contained in or used in any way in connection with any operation or letting of the Real Estate, including but without limiting the generality of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators, loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning systems (including window cleaning apparatus), telephones, communication systems (including satellite dishes and antennae), sprinkler systems, televisions, computers, and other fire prevention and extinguishing apparatus and materials, security systems, motors, engines, machinery, pipes, pumps, tanks, conduits, appliances, fittings and fixtures of every kind and description (all of the foregoing in this paragraph (D) being referred to as the “Equipment”);

     (E) all right, title and interest of Grantor in and to all substitutes and replacements of, and all additions and improvements to, the Real Estate and the Equipment, subsequently acquired by or released to Grantor or constructed, assembled or placed by Grantor on the Real Estate, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Real Estate or offsite, and, in each such case, without any further mortgage, conveyance, assignment or other act by Grantor;

     (F) all right, title and interest of Grantor in, to and under all leases, subleases, underlettings, concession agreements, management agreements, licenses and other agreements relating to the use or occupancy of the Real Estate or the Equipment or any part thereof, now existing or subsequently entered into by Grantor and whether written or oral and all guarantees of any of the foregoing (collectively, as any of the foregoing may be amended, restated, extended, renewed or modified from time to time, the “Leases”) and all rights of Grantor in respect of cash and securities deposited thereunder and the right to receive and collect the revenues, income, rents, issues and profits thereof, together with all other rents and royalties arising from the use and enjoyment of the Trust Property (collectively, the “Rents”’);

     (G) all books and records relating to or used in connection with the operation of the Real Estate or the Equipment or any part thereof,

     (H) all unearned premiums under insurance policies now or subsequently obtained by Grantor relating to the Real Estate or Equipment and Grantor’s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, subject to the provisions relating to insurance generally set forth below; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the present or any subsequent owner of the Real Estate or Equipment for the taking by eminent domain, condemnation or otherwise, of all or any part of the Real Estate or any easement or other right therein;

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     (I) all right, title and interest of Grantor in and to (i) all contracts from time to time executed by Grantor or any manager or agent on its behalf relating to the ownership, construction, maintenance, repair, operation or occupancy of the Real Estate or Equipment or any part thereof, or to the sale or financing of the Real Estate or any part thereof, and all agreements relating to the purchase or lease of any portion of the Real Estate or any property which is adjacent or peripheral to the Real Estate, together with the right to exercise such options and all leases of Equipment (collectively, the “Contracts”), (ii) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Real Estate or any part thereof (collectively, the “Permits”) and (iii) all drawings, plans, specifications and similar or related items relating to the Real Estate (collectively, the “Plans”);

     (J) any and all monies now or subsequently on deposit for the payment of real estate taxes or special assessments against the Real Estate or for the payment of premiums on insurance policies covering the foregoing property or otherwise on deposit with or held by Beneficiary as provided in this Deed of Trust;

     (K) all proceeds, both cash and noncash, of the foregoing.

Terms and Conditions

          Grantor further represents, warrants, covenants and agrees with Trustee and Beneficiary as follows:

          1. Warranty of Title. Grantor warrants that Grantor has good title to the Real Estate in fee simple and good title to the rest of the Trust Property, subject only to (a) the matters that are set forth as items 2 through 12 in Section II of Schedule B to the updated title search delivered by First American Title Company and Title Insurance Commitment Number NCS-418016-NY dated as of November 5, 2009 and (b) Permitted Liens (collectively, the “Permitted Exceptions”), and Grantor shall warrant, defend and preserve such title and the rights granted by this Deed of Trust with respect thereto against all claims of all persons and entities. Grantor further warrants that it has the right to grant this Deed of Trust.

          2. Payment of Obligations. Grantor shall pay and perform the Noteholder Secured Obligations at the times and places and in the manner specified in the Indenture Documents and the Security Documents.

          3. Requirements. (a) Subject to the third sentence of this Section 3, Grantor shall promptly comply with, or cause to be complied with, and conform to all present and future laws, statutes, codes, ordinances, orders, judgments, decrees, rules, regulations and requirements, and irrespective of the nature of the work to be done, of each of the United States of America, any state and any municipality, local government or other political subdivision thereof and any agency, department, bureau, board, commission or other instrumentality of any of them, now existing or subsequently created (collectively, “Governmental Authority”) which has jurisdiction over the Trust Property and all covenants, restrictions and conditions now or later of record, in each of the foregoing cases which may be applicable to any of the Trust Property, or to the use, manner of use, occupancy, possession, operation, maintenance, alteration, repair or reconstruction of any of the Trust Property. All present and future laws, statutes, codes, ordinances, orders, judgments, decrees, rules, regulations and requirements of every Governmental Authority applicable to Grantor or to any of the Trust Property and all covenants, restrictions, and

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conditions which now or later may be applicable to any of the Trust Property are collectively referred to as the “Legal Requirements”. Grantor shall have the right, at Grantor’s sole cost and expense, to contest or object to the validity of any Legal Requirements by appropriate legal proceedings, but such right shall not be deemed or construed in any way as relieving, modifying or extending Grantor’s covenants to comply therewith as provided in this Section 3(a), provided, that Grantor has given prior written notice to Beneficiary of Grantor’s intent so to contest and provided, further that, (i) Grantor shall demonstrate to Beneficiary’s reasonable satisfaction that the legal proceedings shall operate conclusively to prevent the sale or forfeiture of the Trust Property, or any part thereof, for failure to comply with such Legal Requirements prior to final determination of such proceedings; (ii) if during such contest a lien or cloud of title shall exist with respect to any of the Trust Property, Grantor shall provide Beneficiary with good and sufficient bond or other security reasonably satisfactory to Beneficiary in an amount equal to the aforesaid lien or cloud of title, or if the amount thereof is uncertain, in an amount reasonably satisfactory to Beneficiary, and (iii) Beneficiary shall not be subject either to civil or criminal liability for any failure by Beneficiary to comply with such Legal Requirements during the pendency of such contest.

          (b) From and after the date of this Deed of Trust, Grantor shall not by act or omission permit any building or other improvement on any premises not subject to this Deed of Trust to rely on the Premises or any part thereof or any interest therein to fulfill any Legal Requirement, and Grantor hereby assigns to Beneficiary any and all rights to give consent for all or any portion of the Premises or any interest therein to be so used. Grantor shall not by act or omission impair the integrity of any of the Real Estate as a parcel separate and apart from all other premises. Grantor represents that each parcel of the Real Estate constitutes a legal lot, in compliance with all subdivision laws and similar Legal Requirements. Any act or omission by Grantor which would result in a violation of any of the provisions of this subsection shall be void.

          4. Payment of Taxes and Other Impositions. (a) Except as set forth in paragraph (d) below, promptly when due, Grantor shall pay and discharge all taxes relating to the ownership and use of the Real Estate (including, without limitation, all real and personal property, transfer and gains taxes), all charges for any easement or agreement maintained for the benefit of any of the Trust Property, all general and special assessments, levies, permits, inspection and license fees, all water and sewer rents and charges and all other public charges even if unforeseen or extraordinary, imposed upon or assessed against or which may become a lien on any of the Trust Property, or arising in respect of the occupancy, use or possession thereof, together with any penalties or interest on any of the foregoing (all of the foregoing are collectively referred to as the “Impositions”). Upon request by Beneficiary, Grantor shall deliver to Beneficiary (i) original or copies of receipted bills and cancelled checks evidencing payment of such Imposition if it is a real estate tax or other public charge and (ii) evidence reasonably acceptable to Beneficiary showing the payment of any other such Imposition. If by law any Imposition, at Grantor’s option, may be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Grantor may elect to pay such Imposition in such installments and shall be responsible for the payment of such installments with interest, if any.

          (b) Except as set forth in paragraph (d) below, nothing herein shall affect any right or remedy of Trustee or Beneficiary under this Deed of Trust or otherwise, without notice or demand to Grantor, to pay any Imposition after the date such Imposition (or installments thereof, if Grantor elected to pay in installments as above provided) shall have become due, and to add to the Noteholder Secured Obligations the amount so paid, together with interest from the time of payment at the rate then payable on the Notes. Any sums paid by Trustee or Beneficiary in discharge of any Impositions shall be (i) a charge on the Premises secured hereby prior to any right or title to, interest in, or claim upon the Premises subordinate to the lien of this Deed of Trust, and (ii) payable on demand by Grantor to Trustee or

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Beneficiary, as the case may be, together with interest at the rate then payable on the Notes as set forth above.

          (c) Grantor shall not claim, demand or be entitled to receive any credit or credits toward the satisfaction of this Deed of Trust or on any interest payable thereon for any taxes assessed against the Trust Property or any part thereof, and shall not claim any deduction from the taxable value of the Trust Property by reason of this Deed of Trust.

          (d) Grantor shall have the right before any delinquency occurs to contest or object in good faith to the amount or validity of any Imposition by appropriate legal proceedings, but such right shall not be deemed or construed in any way as relieving, modifying, or extending Grantor’s covenant to pay any such Imposition at the time and in the manner provided in this Section unless (x) (i) Grantor has given prior written notice to Beneficiary of Grantor’s intent so to contest or object to an Imposition, (ii) Grantor shall demonstrate to Beneficiary’s reasonable satisfaction that the legal proceedings shall operate conclusively to prevent the sale of the Trust Property, or any part thereof, to satisfy such Imposition prior to final determination of such proceedings and (iii) Grantor shall furnish a good and sufficient bond or surety or other security reasonably satisfactory to Beneficiary in the amount of the Impositions which are being contested plus any interest and penalty which may be imposed thereon and which could become a charge against the Real Estate or any part of the Trust Property or (y) such Imposition is of a type that is permitted under Section 4.12(2)(ii) of the Indenture.

          (e) Upon written notice to Grantor, Beneficiary after the occurrence and during the continuance of an Event of Default (as defined below) shall be entitled to require Grantor to pay monthly in advance to Beneficiary the equivalent of 1/12th of the estimated annual Impositions. Beneficiary may commingle such funds with its own funds and Grantor shall not be entitled to interest thereon.

          5. Insurance. (a) Unless Beneficiary may otherwise agree, Grantor shall maintain or cause to be maintained on all of the Premises:

          (i) property insurance against loss or damage by fire, lightning, windstorm, hail, water damage, earthquake and by such other further risks and hazards, excluding acts of terrorism, as now are or subsequently may be covered by an “all risk” policy or a fire policy covering “special” causes of loss commonly maintained by businesses similar to Grantor. Grantor shall use its best efforts to obtain building ordinance law endorsements in the policy. The policy limits shall be automatically reinstated after each loss except for such coverages, as flood or earthquake, which are sublimited;

          (ii) comprehensive general liability insurance under a policy including the “broad form CGL endorsement” (or which incorporates the language of such endorsement), covering all claims for personal injury, bodily injury or death, or property damage occurring on, in or about the Premises in an amount not less than $10,000,000 combined single limit with respect to personal injury and property damage relating to any one occurrence plus such excess limits as Beneficiary shall reasonably request from time to time;

          (iii) when and to the extent reasonably required by Beneficiary, insurance against loss or damage by any other risk commonly insured against by persons occupying or using like properties in the locality or localities in which the Real Estate is situated;

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          (iv) insurance against business interruption, if applicable, in amounts reasonably satisfactory to Beneficiary;

          (v) during the course of any construction or repair of Improvements, comprehensive general liability insurance (including coverage for elevators and escalators, if any) under a policy including the “broad form CGL endorsement” (or which incorporates the language of such endorsement). The policy shall include coverage for independent contractors and completed operations. The completed operations coverage shall stay in effect for two years after construction of any Improvements has been completed. The policy shall provide coverage on an occurrence basis against claims for personal injury, including, without limitation, bodily injury, death or property damage occurring on, in or about the Premises and the adjoining streets, sidewalks and passageways, such insurance to afford immediate minimum protection to a combined single limit of not less than $10,000,000 with respect to personal injury, bodily injury or death to any one or more persons or damage to property;

          (vi) during the course of any construction or repair of the Improvements, workers’ compensation insurance (including employer’s liability insurance) for all employees of Grantor engaged on or with respect to the Premises in such amounts as are established by law;

          (vii) during the course of any construction, addition, alteration or repair of the Improvements, builder’s risk completed value form insurance or other insurance providing the same coverage against “all risks of physical loss,” including collapse, water damage, flood and earthquake and transit coverage, during construction or repairs of the Improvements, with deductible reasonably approved by Beneficiary, covering the total value of work performed and equipment, supplies and materials furnished (with an appropriate limit for soft costs in the case of construction);

          (viii) boiler and machinery property insurance covering pressure vessels, air tanks, boilers, machinery, pressure piping, heating, air conditioning and elevator equipment and escalator equipment, provided the Improvements contain equipment of such nature in such amounts as are normal and usual for a business of similar size and complexity as Grantor;

          (ix) if any portion of the Premises are located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, flood insurance in an amount which is available and reasonably satisfactory to Beneficiary, but in no event less than the maximum limit of coverage available under the National Flood Insurance Act of 1968, as amended; and

          (x) such other insurance in such amounts as Beneficiary may reasonably request from time to time.

Unless Beneficiary may otherwise agree, each insurance policy (other than flood insurance written under the National Flood Insurance Act of 1968, as amended, in which case to the extent available) shall (i) provide that it shall not be cancelled, non-renewed or materially amended without 10-days prior written notice to Beneficiary, and (ii) with respect to all property insurance, provide for property damage deductibles not to exceed $500,000, contain a “Replacement Cost Endorsement” without any deduction made for depreciation and with no co-insurance penalty (or attaching an agreed amount endorsement reasonably satisfactory to Beneficiary), with loss payable solely to the Beneficiary (modified to the extent available under such policy, to provide that proceeds in the amount of replacement cost may be retained

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by Beneficiary without the obligation to rebuild) when an Event of Default has occurred and is continuing; if no Event of Default has occurred and is continuing, with loss in excess of $1,000,000 payable solely to Beneficiary (modified, if necessary, to provide that proceeds shall be applied by Beneficiary toward the cost of rebuilding the Improvements) as its interest may appear, without contribution, under a “standard” or “New York” mortgagee clause reasonably acceptable to Beneficiary and be written by insurance companies having an A.M. Best Company, Inc. rating of A or higher and a financial size category of not less than X, or otherwise as approved by Beneficiary. Liability insurance policies shall name Beneficiary (and Trustee, if Trustee shall so request) as an additional insured and contain a waiver of subrogation against Beneficiary (and Trustee, if Trustee shall so request); all such policies shall indemnify and hold Beneficiary (and Trustee, if Trustee shall so request) harmless from all liability claims occurring on, in or about the Premises and the adjoining streets, sidewalks and passageways. Each policy shall expressly provide that any proceeds which are payable to Beneficiary shall be paid by check payable to the order of Beneficiary only and requiring the endorsement of Beneficiary only. If any required insurance shall expire, be withdrawn, become void by breach of any condition thereof by Grantor or by any lessee of any part of the Trust Property or become void or unsafe by reason of the failure or impairment of the capital of any insurer, or if for any other reasonable reason whatsoever such insurance shall become unsatisfactory to Beneficiary, Grantor shall promptly obtain new or additional insurance reasonably satisfactory to Beneficiary. Grantor shall not take out any separate or additional insurance which is contributing in the event of loss unless it is properly endorsed and otherwise reasonably satisfactory to Beneficiary in all respects.

          (b) Grantor shall deliver to Beneficiary a certificate of insurance reasonably acceptable to Beneficiary, on or prior to the date hereof. Grantor shall (i) pay as they become due all premiums for such insurance and (ii) not later than 15 days prior to the expiration of each policy evidenced pursuant to the provisions of this Section, deliver certificates of insurance, or duplicate original or originals thereof, evidencing that such coverage was renewed in accordance with the provisions of this section. Upon request of Beneficiary, Grantor shall use its best efforts to cause its insurance underwriter or broker to certify to Beneficiary in writing that all the requirements of this Deed of Trust governing insurance have been satisfied.

          (c) If Grantor is in default of its obligations to insure or deliver any such prepaid policy or policies or insurance certificate, then Beneficiary, at its option and without notice, may effect such insurance from year to year, and pay the premium or premiums therefor, and Grantor shall pay to Beneficiary on demand such premium or premiums so paid by Beneficiary with interest from the time of payment at the rate then payable on the Notes and the same shall be deemed to be secured by this Deed of Trust and shall be collectible in the same manner as the Noteholder Secured Obligations secured by this Deed of Trust.

          (d) Grantor shall increase the amount of property insurance required to equal 100% replacement cost pursuant to the provisions of this Section at the time of each renewal of each policy (but not later than 12 months from the date of this Deed of Trust and each successive 12 month period to occur thereafter) by using the F.W. Dodge Building Index or similar index used by Grantor’s insurance carriers to determine whether there shall have been an increase in the replacement value since the most recent adjustment and, if there shall have been such an increase, the amount of insurance required shall be adjusted accordingly.

          (e) Grantor promptly shall comply with and conform to (i) all provisions of each such insurance policy, and (ii) all requirements of the insurers applicable to Grantor or to any of the Trust Property or to the use, manner of use, occupancy, possession, operation, maintenance, alteration or repair

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of any of the Trust Property. Grantor shall not use or permit the use of the Trust Property in any manner which would permit any insurer to cancel any insurance policy or void coverage required to be maintained by this Deed of Trust.

          (f) If the Trust Property, or any part thereof, shall be destroyed or damaged by fire or any other casualty, whether insured or uninsured, or in the event any material claim is made against Grantor for any personal injury, bodily injury or property damage incurred on or about the Real Estate, Grantor shall promptly give notice thereof to Beneficiary. If no Event of Default shall have occurred and be continuing, Grantor shall have the right to adjust such loss, and the insurance proceeds relating to such loss shall be paid over to Grantor; provided that Grantor shall, promptly after any such damage, repair all such damage regardless of whether any insurance proceeds have been received or whether such proceeds, if received, are sufficient to pay for the costs of repair. If an Event of Default shall have occurred and be continuing, then Grantor authorizes and empowers Beneficiary, at Beneficiary’s option and in Beneficiary’s sole discretion, as attorney-in-fact for Grantor, to make proof of loss, to appear in and prosecute any action arising from any policy, to collect and receive insurance proceeds and to deduct therefrom Beneficiary’s expenses incurred in the collection process. Each insurance company concerned is hereby authorized and directed to make payment for such loss in excess of $500,000 directly to Beneficiary. Beneficiary shall have the right to require Grantor to repair or restore the Trust Property, and Grantor hereby designates Beneficiary as its attorney-in-fact for the purpose of making any election required or permitted under any insurance policy relating to repair or restoration. The insurance proceeds or any part thereof received by Beneficiary may be applied by Beneficiary toward reimbursement of all costs and expenses of Beneficiary in collecting such proceeds, and the balance, at Beneficiary’s option in its sole and absolute discretion if an Event of Default has occurred and is continuing, to the payment and performance of the Noteholder Secured Obligations, to the restoration or repair of the property damaged, or released to Grantor. In the event Beneficiary elects to release such proceeds to Grantor, Grantor shall be obligated to use such proceeds to restore or repair the Trust Property. If no Event of Default has occurred and is continuing, then the insurance proceeds or any part thereof received by Beneficiary shall be applied by Beneficiary toward reimbursement of all costs and expenses of Beneficiary in collecting such proceeds and the balance, if any, in the following order: first to the repair or restoration of the damaged property and then to the payment and performance of the Noteholder Secured Obligations, to fulfill any other obligation of Grantor, or released to the Grantor. Application by Beneficiary of any insurance proceeds toward the last maturing installments of principal and interest due or to become due on account of the Noteholder Secured Obligations shall not excuse Grantor from making any regularly scheduled payments due thereunder, nor shall such application extend or reduce the amount of such payments.

          (g) Upon written notice to Grantor, Beneficiary after the occurrence and continuance of an Event of Default shall be entitled to require Grantor to pay monthly in advance to Beneficiary the equivalent of 1/12th of the estimated annual premiums due on such insurance. Beneficiary may commingle such funds with its own funds and Grantor shall not be entitled to interest thereon.

          (h) Grantor may maintain insurance required under this Deed of Trust by means of one or more blanket insurance policies maintained by Grantor; provided, however, that the protection afforded under any such blanket policy shall be no less than that which would have been afforded under a separate policy or policies relating only to the Trust Property.

          6. Restrictions on Liens and Encumbrances. Except for the lien of this Deed of Trust, the lien of the Deed of Trust recorded to secure the Term Loan Agreement, the lien of the Deed of Trust recorded to secure the Multi-Currency Credit Agreement, and Permitted Exceptions, Grantor shall

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not further mortgage, nor otherwise encumber the Trust Property nor create or suffer to exist any lien, charge or encumbrance on the Trust Property, or any part thereof, whether superior or subordinate to this Deed of Trust and whether recourse or non-recourse.

          7. Transfer Restrictions. Except as otherwise provided pursuant to Section 4.10 of the Indenture, Grantor shall not, directly or indirectly, sell, transfer, convey or assign all or any portion of, or any interest in, the Trust Property, whether legal or equitable, by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest, lease option, contract or any other method of conveyance of real property interests.

          8. Maintenance; No Alteration; Inspection; Utilities. (a) Grantor shall maintain or cause to be maintained all the Improvements in good condition and repair and shall not commit or suffer any waste of the Improvements. Unless the Beneficiary shall otherwise agree, Grantor shall repair, restore, replace or rebuild promptly any part of the Premises which may be damaged or destroyed by any casualty whatsoever. The Improvements shall not be demolished or materially altered, nor any material additions built, without the prior written consent of Beneficiary which consent shall not be unreasonably withheld.

          (b) Beneficiary and any persons authorized by Beneficiary shall have the right, upon reasonable advance notice to Grantor and at reasonable times, to enter and inspect the Premises and the right to inspect all work done, labor performed and materials furnished in and about the Improvements and the right to inspect and make copies of all books, contracts and records of Grantor relating to the Trust Property.

          (c) Grantor shall pay or cause to be paid when due all utility charges which are incurred for gas, electricity, water or sewer services furnished to the Premises and all other assessments or charges of a similar nature, whether public or private, affecting the Premises or any portion thereof, whether or not such assessments or charges are liens thereon.

          9. Condemnation/Eminent Domain. Promptly upon obtaining knowledge of the institution of any proceedings for the condemnation of the Trust Property, or any portion thereof, Grantor will notify Beneficiary of the pendency of such proceedings. Grantor authorizes Beneficiary, at Beneficiary’s option and in Beneficiary’s sole discretion, to commence, appear in and participate, in Beneficiary’s or Grantor’s name, in any action or proceeding relating to any condemnation of the Trust Property, or any portion thereof. If Beneficiary elects not to participate in such condemnation proceeding, then Grantor shall, at its expense, diligently prosecute any such proceeding and shall consult with Beneficiary, its attorneys and experts and cooperate with them in any defense of any such proceedings. All awards and proceeds of condemnation shall be assigned to Beneficiary to be applied in the same manner as insurance proceeds, as provided above, and Grantor agrees to execute any such assignments of all such awards as Beneficiary may reasonably request.

          10. Restoration. If Beneficiary is required to release funds to the Grantor for restoration of the Trust Property or otherwise elects to release such funds to Grantor for such restoration, then such restoration shall be performed only in accordance with the following conditions, unless the Beneficiary shall otherwise agree:

          (i) prior to the commencement of any restoration, the plans and specifications for such restoration, and the budgeted costs, shall be submitted to and approved by Beneficiary;

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          (ii) prior to making any advance of restoration funds, Beneficiary shall be satisfied that the remaining restoration funds together with funds available to Grantor for such restoration are sufficient to complete the restoration and to pay all related expenses, including real estate taxes on the Premises, during restoration;

          (iii) at the time of any disbursement of the restoration funds, (A) no Event of Default (as defined below) shall have occurred and be continuing, (B) no mechanics’ or materialmen’s liens shall have been filed and remain undischarged, except those discharged by the disbursement of the requested restoration funds and (C) a satisfactory bring-down or continuation of title insurance on the Premises shall be delivered to Beneficiary;

          (iv) disbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of satisfactory evidence of the stage of completion and of performance of the work in a good and workmanlike manner and in accordance with the contracts, plans and specifications acceptable to Beneficiary;

          (v) with respect to each advance of restoration funds, Beneficiary may retain 10% of the amount of such advance as a holdback until the restoration is fully completed;

          (vi) the restoration funds shall bear no interest and may be commingled with Beneficiary’s other funds;

          (vii) Beneficiary may impose such other conditions as are customarily imposed by construction lenders; and

          (viii) any restoration funds remaining after payment of the cost of the work shall be retained by Beneficiary and shall be applied by Beneficiary, to the Noteholder Secured Obligations.

          11. Leases. (a) Grantor shall not (i) execute an assignment or pledge of any Lease, relating to all or any portion of the Trust Property other than in favor of Beneficiary, or (ii) execute or permit to exist any Lease not permitted by Section 4.12(6) of the Indenture, without the prior written consent of Beneficiary, such consent not to be unreasonably withheld or delayed.

          (b) As to any Lease not permitted by Section 4.12(6) of the Indenture, which is consented to by Beneficiary, Grantor shall:

          (i) promptly perform all of the provisions of the Lease on the part of the lessor thereunder to be performed;

          (ii) promptly enforce all of the provisions of the Lease on the part of the lessee thereunder to be performed;

          (iii) appear in and defend any action or proceeding arising under or in any manner connected with the Lease or the obligations of Grantor as lessor or of the lessee thereunder;

          (iv) exercise, within 5 days after a request by Beneficiary, any right to request from the lessee a certificate with respect to the status thereof;

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          (v) simultaneously deliver to Beneficiary copies of any notices of default which Grantor may at any time forward to or receive from the lessee;

          (vi) promptly deliver to Beneficiary a fully executed counterpart of the Lease; and

          (vii) promptly deliver to Beneficiary, upon Beneficiary’s request, an assignment of the Grantor’s interest under such Lease.

          (c) Grantor shall deliver to Beneficiary, within 10 days after a written request by Beneficiary, a written statement, certified by Grantor as being true, correct and complete, containing the names of all lessees and other occupants of the Trust Property, the terms of all Leases and the spaces occupied and rentals payable thereunder, and a list of all Leases which are then in default, including the nature and magnitude of the default.

          (d) All Leases entered into by Grantor after the date hereof, if any, and all rights of any lessees thereunder shall be subject and subordinate in all respects to the lien and provisions of this Deed of Trust unless Beneficiary shall otherwise elect in writing.

          (e) As to any Lease now in existence or subsequently consented to by Beneficiary, Grantor shall not accept a surrender or terminate, cancel, rescind, supplement, alter, revise, modify or amend such Lease or permit any such action to be taken nor shall Grantor accept the payment of rent more than 30 days in advance of its due date.

          (f) In the event of the enforcement by Beneficiary of any remedy under this Deed of Trust, the lessee under each Lease shall, if requested by Beneficiary or any other person succeeding to the interest of Beneficiary as a result of such enforcement, attorn to Beneficiary or to such person and shall recognize Beneficiary or such successor in interest as lessor under the Lease without change in the provisions thereof, provided however, that Beneficiary or such successor in interest shall not be: (i) bound by any payment of an installment of rent or additional rent which may have been made more than 30 days before the due date of such installment; (ii) bound by any amendment or modification to the Lease made without the consent of Beneficiary (which consent shall not be unreasonably withheld) or such successor in interest; (iii) liable for any previous act or omission of Grantor (or its predecessors in interest); (iv) responsible for any monies owing by Grantor to the credit of such lessee or subject to any credits, offsets, claims, counterclaims, demands or defenses which the lessee may have against Grantor (or its predecessors in interest); (v) bound by any covenant to undertake or complete any construction of the Premises or any portion thereof, or (vi) obligated to make any payment to such lessee other than any security deposit actually delivered to Beneficiary or such successor in interest. Each lessee or other occupant, upon request by Beneficiary or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. In addition, Grantor agrees that each Lease entered into after the date of this Deed of Trust shall include language to the effect of subsections (d)-(f) of this Section; provided that the provisions of such subsections shall be self-operative and any failure of any Lease to include such language shall not impair the binding effect of such provisions on any lessee under such Lease.

          12. Further Assurances/Estoppel Certificates. To further assure Beneficiary’s and Trustee’s rights under this Deed of Trust, Grantor agrees promptly upon written request of Beneficiary or Trustee to do any act or execute any additional documents (including, but not limited to, security agreements on any personalty included or to be included in the Trust Property and a separate assignment

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of each Lease in recordable form) as may be reasonably required by Beneficiary or Trustee to confirm the rights or benefits conferred on Beneficiary or Trustee by this Deed of Trust. Grantor, within 10 business days after written request, shall deliver, in form and substance reasonably satisfactory to Beneficiary, a written statement, duly acknowledged, setting forth the amount of the Noteholder Secured Obligations, and whether any offsets, claims, counterclaims or defenses exist against the Noteholder Secured Obligations and certifying as to such other matters as Beneficiary shall reasonably request.

          13. Grantor’s Existence, etc. Grantor represents and warrants that Grantor is a duly organized and validly existing corporation in good standing under the laws of the state of Delaware, and this Deed of Trust has been executed by a duly authorized officer thereof. This Deed of Trust constitutes the legal, valid and binding obligation of Grantor, enforceable against Grantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally.

          14. Hazardous Material. (a) As used in this Section 14, the following terms shall have the meanings specified below:

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

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

     “Material Adverse Effect” shall mean a material adverse effect upon (i) the business, condition (financial or otherwise), operations, performance, properties or prospects of (A) the Parent Guarantor or (B) the Company and its Subsidiaries taken as a whole, (ii) the ability of the Company and its Subsidiaries taken as a whole to perform the obligations of the Company under the Indenture Documents or (iii) the rights and remedies available to the Beneficiary, the Indenture Trustee or any Noteholder Secured Party under the Indenture Documents.

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          (b) Except as set forth in Exhibit B hereto and except to the extent provided in clause (c) below:

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

     (ii) the Trust Property is 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 Trust Property and there is no Hazardous Materials contamination which could materially interfere with the continued operation of the Trust Property or materially impair the fair saleable value thereof;

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

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

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

     (vi) none of the Real Estate described in this Deed of Trust is a “hazardous waste treatment storage or disposal facility” for purposes of 40 C.F.R. Parts 264 and 265 (incorporated into the 15A North Carolina Administrative Code 13A.0109 and .0110); and

     (vi) none of the Real Estate described in this Deed of Trust is an “inactive hazardous substance or waste disposal site” as the term is defined in North Carolina General Statutes Section 130A-310.

          (c) Each of the representations and warranties set forth in Section 14(b) is 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 individually or in the aggregate with all items set forth on Exhibit B and 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.

          (e) The Company will not, and will not permit any of its Subsidiaries to, cause or knowingly permit the Trust Property to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials, except in compliance in all respects with all applicable Environmental Laws and in a manner that would not reasonably be expected to result in a liability under any applicable Environmental Laws, nor release, discharge, dispose of or permit or suffer any release or disposal as a result of any act or omission on its part, or on the part of any tenant or subtenant, of Hazardous Materials onto any such property or asset in violation of any Environmental Law or in a manner that would reasonably be expected to result in a liability under any applicable

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Environmental Laws, except where such non-compliance or liability would not be reasonably likely to have a Material Adverse Effect.

          15. Events of Default. The term “Event of Default” as used in this Deed of Trust shall have the meaning ascribed to such term in Article VI of the Indenture followed by the delivery of a Notice of Actionable Default (as defined in the Intercreditor Agreement) to the Beneficiary in its capacity as Collateral Agent.

          16. Remedies. (a) Subject to the Intercreditor Agreement and the Indenture, upon the occurrence and during the continuance of any Event of Default, Beneficiary may immediately take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Grantor and in and to the Trust Property, including, but not limited to, the following actions, each of which may be pursued concurrently or otherwise, at such time and in such manner as Beneficiary may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Beneficiary:

          (i) Beneficiary may elect to foreclose under power of sale, in which case it shall be lawful for, and the duty of, Trustee, upon receipt by Trustee of a written declaration of default and demand for sale by Beneficiary, to sell (and, in case of any default of any purchaser, resell) the Trust Property, in whole or in part or parcels (without regard to the right of any party to a marshalling of assets, Grantor hereby expressly waiving any such right), such sale in whole or in part or parcels to be determined by Trustee in his sole discretion (Grantor hereby expressly consenting thereto), at public venue to the highest bidder for cash at the door of the Court House then customarily employed for that purpose in the city where the Real Estate is located, after having given such notice of hearing as to commencement of foreclosure proceedings and having obtained such findings or leave of Court as may then be required by law and then having given such notice of the time and place of sale and a description of the property to be sold and by advertisement published as is provided by the laws of the State of North Carolina then in effect, and by such other methods, if any, as Beneficiary may deem desirable or as may be required or permitted by applicable law. The Trustee shall receive the proceeds of such sale and, after retaining a reasonable commission for his services, together with reasonable attorneys fees incurred by the Trustee in such proceeding, apply such proceeds to the cost of sale, including, but not limited to, costs of collection, taxes, assessments, costs of recording, service fees and incidental expenditures, the amount due on the Notes and the other Noteholder Secured Obligations secured hereby and advancements and other sums expended by the Beneficiary according to the provisions hereof and otherwise as required by the then existing law relating to foreclosures. If permitted by the then existing law relating to foreclosures, the Trustee may sell and convey the Trust Property under the power aforesaid, although the Trustee has been, may now be or may hereafter be attorney or agent or employee of the Beneficiary with respect to the Noteholder Secured Obligations or with respect to any matter or business whatsoever. If permitted by the then existing law relating to foreclosures, Trustee may adjourn from time to time any sale by him to be made under or by virtue or this Deed of Trust by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable provision of law, Trustee, without further notice or publication, except for any notice or publication as may be required by the then existing law, may make such sale at the time and place to which the same shall be adjourned.

          (ii) Beneficiary may, to the extent permitted by applicable law, (A) institute and maintain an action of judicial foreclosure against all or any part of the Trust Property, (B)

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institute and maintain an action on the Noteholder Secured Obligations, or (C) take such other action at law or in equity for the enforcement of this Deed of Trust or any of the Indenture Documents as the law may allow. Beneficiary may proceed in any such action to final judgment and execution thereon for all sums due hereunder, together with interest thereon at the rate then payable on the Notes and all costs of suit, including, without limitation, reasonable attorneys’ fees and disbursements. Interest at the rate then payable on the Notes shall be due on any judgment obtained by Beneficiary from the date of judgment until actual payment is made of the full amount of the judgment.

          (iii) Beneficiary may personally, or by its agents, attorneys and employees and without regard to the adequacy or inadequacy of the Trust Property or any other collateral as security for the Noteholder Secured Obligations enter into and upon the Trust Property and each and every part thereof and exclude Grantor and its agents and employees therefrom without liability for trespass, damage or otherwise (Grantor hereby agreeing to surrender possession of the Trust Property to Beneficiary upon demand at any such time) and use, operate, manage, maintain and control the Trust Property and every part thereof. Following such entry and taking of possession, Beneficiary shall be entitled, without limitation, (x) to lease all or any part or parts of the Trust Property for such periods of time and upon such conditions as Beneficiary may, in its discretion, deem proper, (y) to enforce, cancel or modify any Lease and (z) generally to execute, do and perform any other act, deed, matter or thing concerning the Trust Property as Beneficiary shall deem appropriate as fully as Grantor might do.

          (b) Beneficiary, in any action to foreclose this Deed of Trust in a judicial procedure or in connection with the exercise of any non-judicial power of sale by Trustee, shall be entitled to the appointment of a receiver. In case of a trustee’s sale or foreclosure sale, the Real Estate may be sold, at Beneficiary’s election, in one parcel or in more than one parcel and Beneficiary is specifically empowered (without being required to do so, and in its sole and absolute discretion) to cause successive sales of portions of the Trust Property to be held.

          (c) Upon completion of any sale or sales made by Trustee under or by virtue of this Deed of Trust and upon satisfaction of any up-set bid period required by law, Trustee shall execute and deliver to the purchaser or purchasers at such sale or sales a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest of the Trustee in and to the property and rights sold. Any such sale or sales made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Grantor in and to the properties and rights to be sold, and shall be a perpetual bar both at law and in equity, of Grantor and against any and all persons claiming or who may claim the same, or any part thereof from, through or under Grantor. The purchaser at any foreclosure sale hereunder may disaffirm any easement granted or Lease made in violation of any provision of this Deed of Trust, and may take immediate possession of the Trust Property free from, and despite the terms of, such grant of easement or rental or lease agreement.

          (d) In the event of any breach of any of the covenants, agreements, terms or conditions contained in this Deed of Trust, Beneficiary or Trustee shall be entitled to enjoin such breach and obtain specific performance of any covenant, agreement, term or condition and Beneficiary and Trustee shall have the right to invoke any equitable right or remedy as though other remedies were not provided for in this Deed of Trust.

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          (e) Beneficiary and/or Trustee shall apply the net proceeds of any action taken by it or Trustee pursuant to this Section 16 to the payment in whole or in part of the Noteholder Secured Obligations, in such order as the Intercreditor Agreement shall prescribe, and only after such application and after the payment by Beneficiary and/or Trustee of any other amount required by any provision of law, need Beneficiary account for the surplus, if any, to Grantor.

          17. Right of Beneficiary to Credit Sale. Upon the occurrence of any sale made under this Deed of Trust, whether made under the power of sale or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, Beneficiary may bid for and acquire the Trust Property or any part thereof. In lieu of paying cash therefor, Beneficiary may make settlement for the purchase price by crediting upon the Noteholder Secured Obligations or other sums secured by this Deed of Trust the net sales price after deducting therefrom the expenses of sale and the cost of the action and any other sums which Beneficiary is authorized to deduct under this Deed of Trust. In such event, this Deed of Trust, the Indenture, the Notes and the other Indenture Documents and Security Documents and documents evidencing expenditures secured hereby may be presented to the person or persons conducting the sale in order that the amount so used or applied may be credited upon the Noteholder Secured Obligations as having been paid.

          18. Trustee’s Powers and Liabilities.

          (a) Trustee, by acceptance hereof, covenants faithfully to perform and fulfill the trusts herein created, being liable, however, only for willful negligence or misconduct, and hereby waives any statutory fee and agrees to accept reasonable compensation, in lieu thereof, for any services rendered by Trustee in accordance with the terms hereof.

          (b) Trustee, may resign at any time upon giving thirty (30) days’ notice in writing to Grantor and to Beneficiary.

          (c) Beneficiary may remove Trustee at any time or from time to time and select a successor trustee. In the event of the death, removal, resignation, refusal to act, inability to act of Trustee, or absence from the State of North Carolina of Trustee, or in its sole discretion for any reason whatsoever Beneficiary, without notice and without specifying the reason therefor and without applying to any court, may select and appoint a successor trustee, and all powers, rights, duties and authority of the former Trustee, as aforesaid, shall thereupon become vested in such successor. Such substitute trustee shall not be required to give bond for the faithful performance of his duties unless required by Beneficiary. Such substitute trustee shall be appointed by written instrument duly recorded in the county where the Real Estate is located. Grantor hereby ratifies and confirms any and all acts which the herein-named Trustee, or his successor or successors in this trust, shall do lawfully by virtue hereof. Grantor hereby agrees, on behalf of itself and of its heirs, executors, administrators and assigns, that the recitals contained in any deed or deeds executed in due form by any Trustee or substitute trustee, acting under the provisions of this instrument, shall be prima facie evidence of the facts recited, and that it shall not be necessary to prove in any court, otherwise than by such recitals, the existence of the facts essential to authorize the execution and delivery of such deed or deeds and the passing of title thereby.

          (d) Trustee shall not be required to see that this Deed of Trust is recorded, nor be liable for its validity or its priority as a third deed of trust, or otherwise, nor shall Trustee be answerable or responsible for performance of observance of the covenants and agreements imposed upon Grantor or Beneficiary, by this Deed of Trust or any other agreement. Trustee, as well as Beneficiary, shall have authority in their respective discretion to employ agents and attorneys in the execution of this trust and to

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protect the interest of the Beneficiary hereunder, and to the extent permitted by law they shall be compensated and all expenses relating to the employment of such agents and/or attorneys, including expenses of litigation, shall be paid out of the proceeds of the sale of the Trust Property conveyed hereby should a sale be had, but if no such sale be had, all sums shall be recoverable to the extent permitted by law by all remedies at law or in equity by which the Noteholder Secured Obligations may be recovered.

          (e) At any time, or from time to time, without liability therefor and without notice, upon written request of Beneficiary and without affecting the effect of this Deed of Trust upon the remainder of the Trust Property; Trustee may (i) reconvey any part of the Trust Property, (ii) consent in writing to the making of any map or plat thereof, (iii) join in granting any easement thereon, or (iv) join in any extension agreement or any agreement subordinating the lien or charge hereof.

          19. Appointment of Receiver. If an Event of Default shall have occurred and be continuing, Beneficiary as a matter of right and without notice to Grantor, unless otherwise required by applicable law, and without regard to the adequacy or inadequacy of the Trust Property or any other collateral as security for the Noteholder Secured Obligations or the interest of Grantor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers or other manager of the Trust Property, without requiring the posting of a surety bond unless the same is required by applicable law and without reference to the adequacy or inadequacy of the value of the Trust Property or the solvency or insolvency of Grantor or any other party obligated for payment of all or any part of the Noteholder Secured Obligations, and whether or not waste has occurred with respect to the Trust Property. Grantor hereby irrevocably consents to such appointment and waives notice of any application therefor (except as may be required by law). Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases and all the powers and duties of Beneficiary in case of entry as provided in this Deed of Trust, including, without limitation and to the extent permitted by law, the right to enter into leases of all or any part of the Trust Property, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Trust Property unless such receivership is sooner terminated.

          20. Extension, Release, etc. (a) Without affecting the encumbrance or charge of this Deed of Trust upon any portion of the Trust Property not then or theretofore released as security for the full amount of the Noteholder Secured Obligations, Beneficiary may, from time to time and without notice, agree to (i) release any person liable for the Noteholder Secured Obligations, (ii) extend the maturity or alter any of the terms of the indebtedness or any guaranty thereof, (iii) grant other indulgences, (iv) release or reconvey, or cause to be released or reconveyed at any time at Beneficiary’s option any parcel, portion or all of the Trust Property, (v) take or release any other or additional security for any obligation herein mentioned, or (vi) make compositions or other arrangements with debtors in relation thereto. If at any time this Deed of Trust shall secure less than all of the principal amount of the Noteholder Secured Obligations, it is expressly agreed that any repayments of the principal amount of the Noteholder Secured Obligations shall not reduce the amount of the encumbrance of this Deed of Trust until the encumbrance amount shall equal the principal amount of the Noteholder Secured Obligations outstanding.

          (b) No recovery of any judgment by Beneficiary and no levy of an execution under any judgment upon the Trust Property or upon any other property of Grantor shall affect the encumbrance of this Deed of Trust or any liens, rights, powers or remedies of Beneficiary or Trustee hereunder, and such liens, rights, powers and remedies shall continue unimpaired.

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          (c) If Beneficiary shall have the right to foreclose this Deed of Trust or to direct the Trustee to exercise its power of sale, Grantor authorizes Beneficiary at its option to foreclose the lien of this Deed of Trust (or direct the Trustee to sell the Trust Property, as the case may be) subject to the rights of any tenants of the Trust Property. The failure to make any such tenants parties defendant to any such foreclosure proceeding and to foreclose their rights, or to provide notice to such tenants as required in any statutory procedure governing a sale of the Trust Property by Trustee, or to terminate such tenant’s rights in such sale will not be asserted by Grantor as a defense to any proceeding instituted by Beneficiary to collect the Noteholder Secured Obligations or to foreclose this Deed of Trust.

          (d) Unless expressly provided otherwise, in the event that Beneficiary’s interest in this Deed of Trust and title to the Trust Property or any estate therein shall become vested in the same person or entity, this Deed of Trust shall not merge in such title but shall continue as a valid charge on the Trust Property for the amount secured hereby.

          21. Security Agreement under Uniform Commercial Code. (a) It is the intention of the parties hereto that this Deed of Trust shall constitute a Security Agreement within the meaning of the Uniform Commercial Code (the “Code”) of the State in which the Trust Property is located. If an Event of Default shall occur and be continuing under this Deed of Trust, then in addition to having any other right or remedy available at law or in equity, Beneficiary shall have the option of either (i) proceeding under the Code and exercising such rights and remedies as may be provided to a secured party by the Code with respect to all or any portion of the Trust Property which is personal property (including, without limitation, taking possession of and selling such property) or (ii) treating such property as real property and proceeding with respect to both the real and personal property constituting the Trust Property in accordance with Beneficiary’s rights, powers and remedies with respect to the real property (in which event the default provisions of the Code shall not apply). If Beneficiary shall elect to proceed under the Code, then ten days’ notice of sale of the personal property shall be deemed reasonable notice and the reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by Beneficiary shall include, but not be limited to, reasonable attorneys’ fees and legal expenses. At Beneficiary’s request, Grantor shall assemble the personal property and make it available to Beneficiary at a place designated by Beneficiary which is reasonably convenient to both parties.

          (b) Grantor and Beneficiary agree, to the extent permitted by law, that: (i) all of the goods described within the definition of the word “Equipment” are or are to become fixtures on the Real Estate; and this Deed of Trust upon recording or registration in the real estate records of the proper office shall constitute a financing statement filed as a “fixture filing” within the meaning of Sections 9-334 and 9-502 of the Code. This Deed of Trust shall be effective as a financing statement filed as a fixture filing covering the fixtures included within the Premises and is to be filed for record in the real estate records of each county where any part of the Premises (including said Fixtures) is situated. The real property to which the fixtures relate is described on Exhibit A attached hereto. The record owner of the real property described on Exhibit A attached hereto is Grantor. The name of the debtor for purposes of this financing statement is the name of the Grantor set forth on the first page of this Deed of Trust, and the name of the secured party for purposes of this financing statement is the name of the Beneficiary set forth on the first page of this Deed of Trust. The mailing address of the Grantor/debtor is the address of the Grantor set forth on the first page of this Deed of Trust. The address of the Beneficiary/secured party from which information concerning the security interest hereunder may be obtained is the address of the Beneficiary as set forth on the first page of this Deed of Trust. Grantor is an organization that is a corporation organized under the laws of the state of Delaware. Grantor’s organizational identification number is 2295691.

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          (c) Grantor, upon reasonable request by Beneficiary from time to time, shall execute, acknowledge and deliver to Beneficiary one or more separate security agreements, in form reasonably satisfactory to Beneficiary, covering all or any part of the Trust Property and will further execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any financing statement, affidavit, continuation statement or certificate or other document as Beneficiary may reasonably request in order to perfect, preserve, maintain, continue or extend the security interest under and the priority of this Deed of Trust and such security instrument. Grantor further agrees to pay to Beneficiary on demand all reasonable costs and expenses incurred by Beneficiary in connection with the preparation, execution, recording, filing and re-filing of any such document and all reasonable costs and expenses of any record searches for financing statements Beneficiary shall reasonably require. Grantor shall from time to time, on request of Beneficiary, deliver to Beneficiary an inventory in reasonable detail of any of the Trust Property which constitutes personal property. If Grantor shall fail to furnish any financing or continuation statement within 10 days after request by Beneficiary, then pursuant to the provisions of the Code, Grantor hereby authorizes Beneficiary, without the signature of Grantor, to execute and file any such financing and continuation statements. The filing of any financing or continuation statements in the records relating to personal property or chattels shall not be construed as in any way impairing the right of Beneficiary to proceed against any personal property encumbered by this Deed of Trust as real property, as set forth above.

          22. Assignment of Rents. Grantor hereby absolutely and unconditionally assigns, transfers, conveys and sets over to Beneficiary, the Rents as further security for the payment and performance of the Noteholder Secured Obligations, and Grantor grants to Beneficiary the right to enter the Trust Property for the purpose of collecting the same and to let the Trust Property or any part thereof, and to apply the Rents on account of the Noteholder Secured Obligations. The foregoing assignment and grant is present and absolute and shall continue in effect until the Noteholder Secured Obligations are paid in full, but Beneficiary and Trustee hereby waive the right to enter the Trust Property for the purpose of collecting the Rents and Grantor shall be entitled to collect, receive, use and retain the Rents except during the occurrence and continuance of an Event of Default under this Deed of Trust; such right of Grantor to collect, receive, use and retain the Rents may be revoked by Beneficiary upon the occurrence and during the continuance of any Event of Default under this Deed of Trust by giving not less than five days’ written notice of such revocation to Grantor; in the event such notice is given, Grantor shall pay over to Beneficiary, or to any receiver appointed to collect the Rents, any lease security deposits, and shall pay monthly in advance to Beneficiary, or to any such receiver, the fair and reasonable rental value as determined by Beneficiary for the use and occupancy of the Trust Property or of such part thereof as may be in the possession of Grantor or any affiliate of Grantor, and upon default in any such payment Grantor and any such affiliate will vacate and surrender the possession of the Trust Property to Beneficiary or to such receiver, and in default thereof may be evicted by summary proceedings or otherwise. Grantor shall not accept prepayments of installments of Rent to become due for a period of more than one month in advance (except for security deposits and estimated payments of percentage rent, if any).

          23. Trust Funds. All lease security deposits of the Real Estate shall be treated as trust funds not to be commingled with any other funds of Grantor. Within 10 days after request by Beneficiary, Grantor shall furnish Beneficiary reasonably satisfactory evidence of compliance with this subsection, together with a statement of all lease security deposits by lessees and copies of all Leases not previously delivered to Beneficiary, which statement shall be certified by Grantor.

          24. Additional Rights. The holder of any subordinate lien or subordinate deed of trust on the Trust Property shall have no right to terminate any Lease whether or not such Lease is

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subordinate to this Deed of Trust nor shall any holder of any subordinate lien or subordinate deed of trust join any tenant under any Lease in any trustee’s sale or action to foreclose the lien or modify, interfere with, disturb or terminate the rights of any tenant under any Lease. By recordation of this Deed of Trust all subordinate lienholders and the trustees and beneficiaries under subordinate deeds of trust are subject to and notified of this provision, and any action taken by any such lienholder or trustee or beneficiary contrary to this provision shall be null and void. Upon the occurrence and continuance of any Event of Default, Beneficiary may, in its sole discretion and without regard to the adequacy of its security under this Deed of Trust, apply all or any part of any amounts on deposit with Beneficiary under this Deed of Trust against all or any part of the Noteholder Secured Obligations. Any such application shall not be construed to cure or waive any Default or Event of Default or invalidate any act taken by Beneficiary on account of such Default or Event of Default.

          25. Changes in Method of Taxation. In the event of the passage after the date hereof of any law of any Governmental Authority deducting from the value of the Premises for the purposes of taxation of any lien or deed of trust thereon, or changing in any way the laws for the taxation of mortgages or deeds of trust or debts secured thereby for federal, state or local purposes, or the manner of collection of any such taxes, and imposing a tax, either directly or indirectly, on mortgages or deeds of trust or debts secured thereby, the holder of this Deed of Trust shall have the right to declare the Noteholder Secured Obligations due on a date to be specified by not less than 30 days’ written notice to be given to Grantor unless within such 30-day period Grantor shall assume as an obligation hereunder the payment of any tax so imposed until the Noteholder Secured Obligations shall have been paid in full and such assumption shall be permitted by law.

          26. Notices. All notices, requests, demands and other communications hereunder to be effective shall be in writing or by telecopy and unless otherwise expressly provided herein, shall be deemed to have been sufficiently given or served when presented by hand or when deposited in the mail by certified or return receipt requested mail, postage prepaid, or in the case of telecopy notice, when sent, addressed to Grantor at the address given on the first page of this Deed of Trust, to Beneficiary at the address given on the first page of this Deed of Trust and to Trustee at the address given on the first page of this Deed of Trust. Any party may change its address by notice to the other party. If any party other than Grantor shall be entitled to receive copies of notices, demands or approvals, failure of Beneficiary or Trustee to send such copies shall not impair the effectiveness of any notice sent to Grantor.

          27. No Oral Modification. This Deed of Trust may not be changed or terminated orally, but may be waived, altered, modified or amended (a) by an instrument in writing, duly executed by the Grantor and the Beneficiary or (b) in any other manner permitted by the Indenture, and which, in either case, complies with the applicable provisions of the Indenture and the Intercreditor Agreement. Any agreement made by Grantor and Beneficiary after the date of this Deed of Trust relating to this Deed of Trust shall be superior to the rights of the holder of any intervening or subordinate deed of trust, lien or encumbrance. Trustee’s execution of any written agreement between Grantor and Beneficiary shall not be required for the effectiveness thereof as between Grantor and Beneficiary.

          28. Partial Invalidity. In the event any one or more of the provisions contained in this Deed of Trust shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, but each shall be construed as if such invalid, illegal or unenforceable provision had never been included. Notwithstanding to the contrary anything contained in this Deed of Trust or in any provisions of the Indenture Documents, the obligations of Grantor and of any other obligor under the Indenture Documents shall be subject to the limitation that Beneficiary shall not charge, take or receive, nor shall Grantor or any other obligor be

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obligated to pay to Beneficiary, any amounts constituting interest in excess of the maximum rate permitted by law to be charged by Beneficiary.

          29. Grantor’s Waiver of Rights. To the fullest extent permitted by law, Grantor waives the benefit of all laws now existing or that may subsequently be enacted providing for (i) any appraisement before sale of any portion of the Trust Property, (ii) any extension of the time for the enforcement of the collection of the Noteholder Secured Obligations or the creation or extension of a period of redemption from any sale made in collecting such debt and (iii) exemption of the Trust Property from attachment, levy or sale under execution or exemption from civil process. To the full extent Grantor may do so, Grantor agrees that Grantor will not at any time insist upon, plead, claim or take the benefit or advantage of any law now or hereafter in force providing for any appraisement, valuation, stay, exemption, extension or redemption, or requiring foreclosure of this Deed of Trust before exercising any other remedy granted hereunder and Grantor, for Grantor and its successors and assigns, and for any and all persons ever claiming any interest in the Trust Property, to the extent permitted by law, hereby waives and releases all rights of redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of the secured indebtedness and marshalling in the event of exercise by Trustee or Beneficiary of the power of sale or other rights hereby created.

          30. Remedies Not Exclusive. Beneficiary and Trustee shall be entitled to enforce payment of the Noteholder Secured Obligations and performance of the Grantor’s obligations under the Indenture Documents and the Security Documents and to exercise all rights and powers under this Deed of Trust or under any of the other Indenture Documents or Security Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of such obligations may now or hereafter be otherwise secured, whether by deed of trust, mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this Deed of Trust nor its enforcement, shall prejudice or in any manner affect Beneficiary’s or Trustee’s right to realize upon or enforce any other security now or hereafter held by Beneficiary or Trustee, it being agreed that Beneficiary and Trustee shall be entitled to enforce this Deed of Trust and any other security now or hereafter held by Beneficiary or Trustee in such order and manner as Beneficiary may determine in their absolute discretion, subject to the terms of the Intercreditor Agreement. No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by any of the Indenture Documents or Security Documents to Beneficiary or Trustee or to which any of them may otherwise be entitled, may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by Beneficiary or Trustee, as the case may be. In no event shall Beneficiary or Trustee, in the exercise of the remedies provided in this Deed of Trust (including, without limitation, in connection with the assignment of Rents, or the appointment of a receiver and the entry of such receiver on to all or any part of the Trust Property), be deemed a “mortgagee in possession,” and neither Beneficiary nor Trustee shall in any way be made liable for any act, either of commission or omission, in connection with the exercise of such remedies, except for their own bad faith, gross negligence or willful misconduct.

          31. Multiple Security. If (a) the Premises shall consist of one or more parcels, whether or not contiguous and whether or not located in the same county, or (b) in addition to this Deed of Trust, Beneficiary shall now or hereafter hold or be the beneficiary of one or more additional mortgages, liens, deeds of trust or other security (directly or indirectly) for the Noteholder Secured Obligations upon other property in the State in which the Premises are located (whether or not such property is owned by Grantor or by others) or (c) both the circumstances described in clauses (a) and (b) shall be true, then to the fullest extent permitted by law, Beneficiary may, at its election, subject to the

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terms of the Intercreditor Agreement, commence or consolidate in a single trustee’s sale or foreclosure action all trustee’s sale or foreclosure proceedings against all such collateral securing the Noteholder Secured Obligations (including the Trust Property), which action may be brought or consolidated in the courts of, or sale conducted in, any county in which any of such collateral is located. Grantor acknowledges that the right to maintain a consolidated trustee’s sale or foreclosure action is a specific inducement to the purchase of the Notes by the Noteholders, and Grantor expressly and irrevocably waives any objections to the commencement or consolidation of the foreclosure proceedings in a single action and any objections to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have. Grantor further agrees that if Trustee or Beneficiary shall be prosecuting one or more foreclosure or other proceedings against a portion of the Trust Property or against any collateral other than the Trust Property, which collateral directly or indirectly secures the Noteholder Secured Obligations, or if Beneficiary shall have obtained a judgment of foreclosure and sale or similar judgment against such collateral (or, in the case of a trustee’s sale, shall have met the statutory requirements therefor with respect to such collateral), then, whether or not such proceedings are being maintained or judgments were obtained in or outside the State in which the Premises are located, Beneficiary may commence or continue any trustee’s sale or foreclosure proceedings and exercise its other remedies granted in this Deed of Trust against all or any part of the Trust Property and Grantor waives any objections to the commencement or continuation of a foreclosure of this Deed of Trust or exercise of any other remedies hereunder based on such other proceedings or judgments, and waives any right to seek to dismiss, stay, remove, transfer or consolidate either any action under this Deed of Trust or such other proceedings on such basis. The commencement or continuation of proceedings to sell the Trust Property in a trustee’s sale, to foreclose this Deed of Trust or the exercise of any other rights hereunder or the recovery of any judgment by Beneficiary or the occurrence of any sale by the Trustee in any such proceedings shall not prejudice, limit or preclude the right of Beneficiary to commence or continue one or more trustee’s sales, foreclosure or other proceedings or obtain a judgment against (or, in the case of a trustee’s sale, to meet the statutory requirements for, any such sale of) any other collateral (either in or outside the State in which the Real Estate is located) which directly or indirectly secures the Noteholder Secured Obligations, and Grantor expressly waives any objections to the commencement of, continuation of, or entry of a judgment in such other sales or proceedings or exercise of any remedies in such sales or proceedings based upon any action or judgment connected to this Deed of Trust, and Grantor also waives any right to seek to dismiss, stay, remove, transfer or consolidate either such other sales or proceedings or any sale or action under this Deed of Trust on such basis. It is expressly understood and agreed that to the fullest extent permitted by law, Beneficiary may, at its election, and subject to the terms of the Intercreditor Agreement, cause the sale of all collateral which is the subject of a single trustee’s sale or foreclosure action at either a single sale or at multiple sales conducted simultaneously and take such other measures as are appropriate in order to effect the agreement of the parties to dispose of and administer all collateral securing the Noteholder Secured Obligations (directly or indirectly) in the most economical and least time-consuming manner.

          32. Expenses; Indemnification. (a) Grantor shall pay or reimburse Trustee and Beneficiary for all reasonable expenses incurred by Beneficiary or Trustee before and after the date of this Deed of Trust with respect to any and all transactions contemplated by this Deed of Trust including without limitation, the preparation of any document reasonably required hereunder or any amendment, modification, restatement or supplement to this Deed of Trust, the delivery of any consent, non-disturbance agreement or similar document in connection with this Deed of Trust or the enforcement of any of Beneficiary’s or Trustee’s rights. Such expenses shall include, without limitation, all title and conveyancing charges, recording and filing fees and taxes, mortgage taxes, intangible personal property taxes, escrow fees, revenue and tax stamp expenses, insurance premiums (including title insurance premiums), title search and title rundown charges, brokerage commissions, finders’ fees, placement fees,

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court costs, surveyors’, photographers’, appraisers’, architects’, engineers’, consulting professional’s, accountants’ and attorneys’ fees and disbursements. Grantor acknowledges that from time to time Grantor may receive statements for such expenses, including without limitation attorneys’ fees and disbursements. Grantor shall pay such statements promptly upon receipt.

          (b) If (i) any sale (or any prerequisite to a sale), action or proceeding shall be commenced by Beneficiary or Trustee (including but not limited to any sale of the Trust Property, or any action to foreclose this Deed of Trust or to collect the Noteholder Secured Obligations), or any action or proceeding is commenced to which Beneficiary or Trustee is made a party, or in which it becomes necessary to defend or uphold the rights granted by this Deed of Trust (including, without limitation, any proceeding or other action relating to the bankruptcy, insolvency or reorganization of any Guarantor), or in which Beneficiary or Trustee is served with any legal process, discovery notice or subpoena and (ii) in each of the foregoing instances such action or proceeding in any manner relates to or arises out of this Deed of Trust or Beneficiary’s lending to Grantor or any of the transactions contemplated by this Deed of Trust, then Grantor will promptly reimburse or pay to Beneficiary and Trustee all of the reasonable expenses which have been or may be incurred by Beneficiary and Trustee, respectively, with respect to the foregoing (including reasonable counsel fees and disbursements), together with interest thereon at the rate then payable on the Notes, and any such sum and the interest thereon shall be included in the Noteholder Secured Obligations and have the full benefit of this Deed of Trust, prior to any right, or title to, interest in or claim upon the Trust Property attaching or accruing to this Deed of Trust, and shall be deemed to be secured by this Deed of Trust. In any action or proceeding to sell the Trust Property, to foreclose this Deed of Trust, or to recover or collect the Noteholder Secured Obligations, the provisions of law respecting the recovering of costs, disbursements and allowances shall prevail unaffected by this covenant.

          (c) Grantor shall indemnify and hold harmless each of Beneficiary and Trustee and each of their respective affiliates, and the respective directors, officers, agents and employees of each of Beneficiary and Trustee and each of their respective affiliates from and against all claims, damages, losses and liabilities (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or based upon any matter related to this Deed of Trust, the Trust Property or the occupancy, ownership, maintenance or management of the Trust Property by Grantor, including, without limitation, any claims based on the alleged acts or omissions of any employee or agent of Grantor, other than any such claims, damages, losses and liabilities arising from the gross negligence, willful misconduct or bad faith thereof. This indemnification shall be in addition to any other liability which Grantor may otherwise have to Beneficiary or Trustee.

          33. Successors and Assigns. All covenants of Grantor contained in this Deed of Trust are imposed solely and exclusively for the benefit of Beneficiary and Trustee and their respective successors and assigns, and no other person or entity shall have standing to require compliance with such covenants or be deemed, under any circumstances, to be a beneficiary of such covenants, any or all of which may be freely waived in whole or in part by Beneficiary or Trustee at any time if in the sole discretion of either of them such waiver is deemed advisable. All such covenants of Grantor shall run with the land and bind Grantor, the successors and assigns of Grantor (and each of them) and all subsequent owners, encumbrancers and tenants of the Trust Property, and shall inure to the benefit of Beneficiary, Trustee and their respective successors and assigns. Without limiting the generality of the foregoing, any successor to Trustee appointed by Beneficiary shall succeed to all rights of Trustee as if such successor had been originally named as Trustee hereunder. The word “Grantor” shall be construed as if it read “Grantors” whenever the sense of this Deed of Trust so requires and if there shall be more than one Grantor, the obligations of the Grantors shall be joint and several.

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          34. No Waivers, etc. Any failure by Beneficiary to insist upon the strict performance by Grantor of any of the terms and provisions of this Deed of Trust shall not be deemed to be a waiver of any of the terms and provisions hereof, and Beneficiary or Trustee, notwithstanding any such failure, shall have the right thereafter to insist upon the strict performance by Grantor of any and all of the terms and provisions of this Deed of Trust to be performed by Grantor. Beneficiary may release, regardless of consideration and without the necessity for any notice to or consent by the beneficiary of any subordinate deed of trust or the holder of any subordinate lien on the Trust Property, any part of the security held for the obligations secured by this Deed of Trust without, as to the remainder of the security, in anywise impairing or affecting this Deed of Trust or the priority of this Deed of Trust over any subordinate lien or deed of trust.

          35. Authority of Beneficiary. The Grantor acknowledges that the rights and responsibilities of the Beneficiary under this Deed of Trust with respect to any action taken by the Beneficiary or the exercise or non-exercise by the Beneficiary of any right or remedy provided for herein or resulting or arising out of this Deed of Trust shall, as between the Beneficiary and the Noteholder Secured Parties, be governed by the Indenture and the Intercreditor Agreement, but, as between the Beneficiary and the Grantor, the Beneficiary shall be conclusively presumed to be acting with full and valid authority so to act or refrain from acting, and the Grantor shall be under no obligation or entitlement to make any inquiry respecting such authority.

          36. Governing Law, etc. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of North Carolina, except that Grantor expressly acknowledges that by their respective terms the Indenture and any Notes issued thereunder shall be governed and construed in accordance with the laws of the state of New York, without regard to principles of conflict of law. Grantor, Trustee and Beneficiary agree to submit to jurisdiction and the laying of venue for any suit on this Deed of Trust in North Carolina.

          37. Waiver of Trial by Jury. Grantor, Trustee and Beneficiary each hereby irrevocably and unconditionally waive trial by jury in any action, claim, suit or proceeding relating to this Deed of Trust and for any counterclaim brought therein.

          38. Certain Definitions. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Deed of Trust shall be used interchangeably in singular or plural form and the word “Grantor” shall mean “each Grantor or any subsequent owner or owners of the Trust Property or any part thereof or interest therein,” the word “Beneficiary” shall mean “Beneficiary or any subsequent Collateral Agent for the Noteholder Secured Parties pursuant to the Indenture and the Intercreditor Agreement,” the word “Trustee” shall mean “Trustee and any successor trustee hereunder,” the word “Notes” or “Indenture” shall mean “the Notes, the Indenture or any other evidence of indebtedness secured by this Deed of Trust”, the word “person” shall include any individual, corporation, partnership, trust, unincorporated association, government, governmental authority, or other entity, and the words “Trust Property” shall include any portion of the Trust Property or interest therein. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. The captions in this Deed of Trust are for convenience or reference only and in no way limit or amplify the provisions hereof.

          39. Receipt of Copy. Grantor acknowledges that it has received a true copy of this Deed of Trust.

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          40. Present and Future Advances. This Deed of Trust is also given wholly or partly to secure future advances and/or future obligations that may from time to time be made or incurred under this Deed of Trust, future Notes issued under the Indenture, and all other sums from time to time owing to the Noteholder Secured Parties under the Indenture Documents and the Security Documents. The maximum principal amount that may be secured hereby at any one time is One Billion Dollars ($1,000,000,000). The time period within which future advances may be made and future obligations may be incurred is the period between the date hereof and the date thirty (30) years from the date hereof.

          41. Miscellaneous. Grantor represents and warrants that this Deed of Trust is not a purchase money mortgage as defined in North Carolina General Statutes Section 45-21.38, the North Carolina Anti-Deficiency Statute.

          42. Attorneys’ Fees. All references to “attorneys’ fees” or to “reasonable attorneys’ fees” herein and in the other Indenture Documents and Security Documents shall be deemed to be “reasonable attorneys’ fees,” and as used herein, and in any other Indenture Documents and Security Documents to the extent North Carolina law applies thereto, the phrase “reasonable attorneys’ fees” and similar phrases shall mean attorneys’ fees at standard hourly rates actually incurred, without giving effect to the statutory presumption set forth in Section 6-21.2 of the North Carolina General Statutes.

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          IN WITNESS WHEREOF, the Grantor has caused this instrument to be signed in its corporate name by its duly authorized officer by authority of its Board of Directors, to be effective the day and year first above written.

REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation
By:	/s/ Michael T. Sheehan
Printed Name: Michael T. Sheehan
Title:		Senior Vice President, Deputy General Counsel and Secretary

STATE OF NEW YORK	)
	)	ss.
COUNTY OF NEW YORK	)

I certify that the following person personally appeared before me this day, acknowledging to me that he/she signed the foregoing document: Michael T. Sheehan.

Date: November 20th, 2009	/s/ Tanyika Hamilton Official Signature of Notary
	Tanyika E. Hamilton Notary’s printed or typed name, Notary Public
(Official Seal)

My commission expires: June 26, 2010

Exhibit A

Legal Description

Exhibit B

None

EX-4.24

Exhibit 4.24

Execution Version

REVLON CONSUMER PRODUCTS CORPORATION

9³/4% Senior Secured Notes Due 2015

REGISTRATION RIGHTS AGREEMENT

November 23, 2009

CITIGROUP GLOBAL MARKETS INC.
BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE SECURITIES (USA) LLC
J.P. MORGAN SECURITIES INC.

As Representatives of the Initial Purchasers
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013

Dear Sirs:

          Revlon Consumer Products Corporation, a Delaware corporation (“Revlon” or the “Issuer”), proposes to issue and sell to Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. as representatives of certain initial purchasers (the “Initial Purchasers”) listed on Schedule 1 of a purchase agreement dated November 13, 2009 (the “Purchase Agreement”), upon the terms set forth therein, its 9³/4% Senior Secured Notes due 2015 (the “Notes”) to be guaranteed by Revlon, Inc. and each subsidiary listed on Schedule III of the Purchase Agreement (such subsidiaries, together with Revlon, Inc., the “Guarantors”). Capitalized terms used but not specifically defined herein are defined in the Purchase Agreement. As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Initial Purchasers’ obligations thereunder, Revlon and the Guarantors agree with you, for the benefit of the holders of the Notes (including the Initial Purchasers) (the “Holders”), as follows:

          1. Registered Exchange Offer. Revlon shall, at its cost, prepare and, not later than 150 days after the Closing Date (or, if the 150^th day is not a business day, the first business day thereafter), shall file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “1933 Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders to issue and deliver to such Holders, in exchange for the Notes, a like principal amount of debt securities (the “Exchange Notes”) of Revlon with terms substantially identical in all material respects to the Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions and interest rate increases), shall use its

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reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the 1933 Act no later than 210 days after the Closing Date (or, if the 210^th day is not a business day, the first business day thereafter) and shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective under the 1933 Act until the close of business on the 210th day following the expiration of the Registered Exchange Offer (such period being called the “Exchange Offer Registration Period”) for use by Exchanging Dealers (as defined below) as contemplated in Section 4(g) below. Revlon shall be deemed not to have used its reasonable best efforts to keep the Exchange Offer Registration Statement effective during the Exchange Offer Registration Period if it voluntarily takes any action that would result in Exchanging Dealers not being able to use such Registration Statement as contemplated in such Section 4(g), unless (i) such action is required by applicable law or (ii) such action is taken by Revlon in good faith and for valid business reasons (not including avoidance of Revlon’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as Revlon promptly thereafter complies with the requirements of Section 4(j) hereof, if applicable. The Exchange Notes will be issued under the Indenture.

          Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Registered Exchange Offer and use its reasonable best efforts to consummate the Registered Exchange Offer no later than 270 days after the Closing Date (or, if the 270^th day is not a business day, the first business day thereafter), it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Notes for Exchange Notes (assuming that such Holder is not an affiliate of Revlon within the meaning of the 1933 Act, acquires the Exchange Notes in the ordinary course of such Holder’s business and has no arrangements or understandings with any person to participate, and is not participating, in the distribution of the Exchange Notes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. Notwithstanding the foregoing, the Holders (including the Initial Purchasers) and Revlon acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the 1933 Act, and in the absence of an applicable exemption therefrom, (i) each Holder (including any Initial Purchaser) which is a broker-dealer electing to exchange the Notes, acquired for its own account as a result of market making activities or other trading activities, for the Exchange Notes (an “Exchanging Dealer”), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the outside back cover page, in Annex B hereto in “The Exchange Offer” section, and in Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) each Initial Purchaser which elects to sell Exchange Notes acquired in exchange for the Notes constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the 1933 Act, as applicable, in connection with such a sale.

          If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds the Notes constituting any portion of an unsold allotment acquired by it

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as part of its initial distribution, the Issuer, simultaneously with the delivery of the Exchange Notes pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Notes held by such Initial Purchaser, a like principal amount of the Exchange Notes issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the 1933 Act and the securities laws of the several states of the United States, but not with respect to interest rate increases) to the Notes (the “Private Exchange Notes”; the Notes, the Exchange Notes and the Private Exchange Notes being hereinafter referred to collectively as the “Securities”). The Issuer will use reasonable efforts to cause the Private Exchange Notes to bear the same CUSIP number as the Exchange Notes.

          In connection with the Registered Exchange Offer, the Issuer shall:

     (a) mail to each Holder of record a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

     (b) keep the Registered Exchange Offer open for not less than 30 days (or longer if required by applicable law) and not more than 60 days after the date notice thereof is mailed to the Holders of record;

     (c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, or St. Paul, Minnesota, which may be the Trustee or an affiliate of the Trustee;

     (d) permit Holders to withdraw tendered Notes at any time prior to the close of business, New York City time, on the last business day on which the Registered Exchange Offer shall remain open; and

     (e) otherwise comply in all respects with all applicable laws.

          As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Issuer shall:

     (a) accept for exchange all Notes validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer and the Private Exchange;

     (b) deliver to the Trustee for cancellation all Notes so accepted for exchange; and

     (c) cause the Trustee promptly to authenticate and deliver to each Holder of record of the Notes either Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Notes of such Holder so accepted for exchange.

          The Indenture will provide that the Exchange Notes will not be subject to the transfer restrictions applicable to the Notes set forth in the Indenture and that all

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Securities issued under the Indenture will vote and consent together on all matters as one class and that none of the Securities issued under the Indenture will have the right to vote or consent as a class separate from one another on any matter.

          Notwithstanding any other provisions hereof, the Issuer shall ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.

          Each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuer that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Notes received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to participate in the distribution of the Notes or the Exchange Notes within the meaning of the 1933 Act, (iii) such Holder is not an “affiliate”, as defined in Rule 405 of the 1933 Act, of Revlon or, if it is an affiliate, such Holder acknowledges that it must comply with the registration and prospectus delivery requirements of the 1933 Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes and (v) if such Holder is a broker-dealer, that it will receive Exchange Notes for its own account in exchange for the Notes that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes.

          2. Shelf Registration. If, (i) because of any change in law or applicable interpretations thereof by the Commission’s staff, the Issuer determines that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective by the 210th day after the Closing Date (or, if the 210^th day is not a business day, the first business day thereafter) or the Registered Exchange Offer is not consummated by the 270th day after the Closing Date (or, if the 270^th day is not a business day, the first business day thereafter), (iii) any Initial Purchaser so requests with respect to the Notes (or Private Exchange Notes) held by it following consummation of the Registered Exchange Offer, (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) or Initial Purchaser that participates in the Registered Exchange Offer, such Holder or Initial Purchaser does not receive freely tradeable Exchange Notes in exchange for the exchanged Notes (in the case of an Initial Purchaser constituting any portion of an unsold allotment) (it being understood that the requirement that an Initial Purchaser deliver a prospectus in connection with sales of the Exchange

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Notes acquired in the Registered Exchange Offer in exchange for the Notes acquired as a result of market-making activities or other trading activities, shall not result in such Exchange Notes not being “freely tradeable” for purposes of this Section 2) or (v) if the Issuer so elects, the following provisions shall apply:

          (a) The Issuer shall, at its cost, as promptly as practicable file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective a shelf registration statement on an appropriate form under the 1933 Act relating to the offer and sale of the Notes by the Holders or the Exchange Notes or the Private Exchange Notes by the Initial Purchasers, as applicable, from time to time in accordance with the methods of distribution elected by such Holders or the Initial Purchasers, as applicable, and set forth in such registration statement (hereafter, a “Shelf Registration Statement” and, together with any Exchange Offer Registration Statement, a “Registration Statement”).

          (b) The Issuer shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be usable by Holders or the Initial Purchasers, as applicable, for a period of one year from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Notes covered by the Shelf Registration Statement (x) have been sold pursuant to the Registration Statement or (y) cease to be outstanding (in any such case, such period being called the “Shelf Registration Period”). The Issuer shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if Revlon voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is required by applicable law, or (ii) such action is taken by Revlon in good faith and for valid business reasons (not including avoidance of Revlon’s obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Issuer promptly thereafter complies with the requirements of Section 4(j) hereof, if applicable.

          (c) Notwithstanding any other provisions hereof, the Issuer shall ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information furnished to the Issuer by or on behalf of any Holder specifically for use therein) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to information furnished to the Issuer by or on behalf of any Holder specifically for use therein), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.

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          3. Additional Interest. (a) If (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement, as the case may be, is filed with the Commission on or prior to the date which is 150 days following the Closing Date (or, if the 150^th day is not a business day, the first business day thereafter), (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 210 days after the Closing Date (or, if the 210^th day is not a business day, the first business day thereafter), (iii) the Exchange Offer Registration Statement is declared effective, the Registered Exchange Offer is not consummated on or prior to 270 days after the Closing Date (or, if the 270^th day is not a business day, the first business day thereafter), (iv) the Issuer is required to file the Shelf Registration Statement in accordance with Section 2, the Issuer does not so file the Shelf Registration Statement on or prior to the date which is 270 days after the Issuer’s obligation to file a Shelf Registration Statement arises (or, if the 270^th day is not a business day, the first business day thereafter), or (v) the applicable Registration Statement is filed and declared effective or so designated but shall thereafter cease to be effective or usable (at any time that the Issuer is obligated to maintain the effectiveness thereof) without being again effective within 30 days or being succeeded within 30 days by an additional Registration Statement filed and declared effective or immediately effective (each such event referred to in clauses (i) through (v), a “Registration Default”), the Issuer shall be obligated to pay additional interest (“Additional Interest”) to each Holder of Transfer Restricted Notes, during the period of one or more such Registration Defaults (which period shall not include the date on which all Registration Defaults have been cured), at a rate of 0.25% per annum on the applicable principal amount of Transfer Restricted Notes held by such Holder for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, provided that the maximum additional rate may in no event exceed 0.50% per annum. Such obligation to pay Additional Interest shall survive until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated with respect to all properly tendered Notes, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective (or is superseded by another effective Shelf Registration Statement), as the case may be. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease.

          Notwithstanding anything to the contrary in this Section 3(a), the Issuer shall not be required to pay Additional Interest to a Holder of Transfer Restricted Notes if such Holder failed to comply with its obligations to make the representations set forth in the last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).

          Notwithstanding anything to the contrary in this Section 3(a), a Registration Default referred to in clause (v) above will be deemed not to have occurred and be continuing if such Registration Default has occurred solely as a result of, in relation to a Shelf Registration Statement or the related prospectus, the filing of a post-effective amendment to such Shelf Registration Statement and for such time as is reasonably necessary to incorporate our annual audited financial information, quarterly

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financial information or other required information where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders of the Notes to use the related prospectus, and the Issuer is using its reasonable best efforts to have such post-effective amendment declared effective.

          (b) The Issuer shall notify the Trustee and the paying agent under the Indenture immediately upon the happening of each and every Registration Default. The Issuer shall pay the Additional Interest due on the Transfer Restricted Notes by depositing with the paying agent (which may not be the Issuer for these purposes), in trust, for the benefit of the Holders thereof, prior to 11:00 a.m., New York City time, on the next applicable interest payment date specified by the Indenture and the Notes, sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each applicable interest payment date specified by the Indenture and the Notes to the record holder entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and include the date of the applicable Registration Default.

          (c) The parties hereto agree that the Additional Interest provided for in this Section 3 constitutes a reasonable estimate of and is intended to constitute the sole damages that will be suffered by Holders of Transfer Restricted Notes by reason of the failure of (i) the Shelf Registration Statement or the Exchange Offer Registration Statement to be filed, (ii) the Shelf Registration Statement to remain effective or (iii) the Exchange Offer Registration Statement to be declared effective and the Registered Exchange Offer to be consummated, in each case to the extent required by this Agreement.

          4. Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply:

          (a) The Issuer shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as the Initial Purchasers reasonably may propose; (ii) include the information set forth in Annex A hereto on the outside back cover page, in Annex B hereto in “The Exchange Offer” section, and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement, and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer, in each case subject to any change, addition, deletion or moving of such disclosure required by the Commission; (iii) if requested by an Initial Purchaser, include the information required by Items 507 and/or 508 of Regulation S-K under the 1933 Act, as applicable, in the prospectus forming a part of the Registration Statement; and (iv) in the case of a Shelf Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement, as selling security holders.

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          (b) (1) The Issuer shall advise (which advice pursuant to clause (ii) below shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made) the Initial Purchasers and, in the case of a Shelf Registration Statement, the Holders of Securities included therein, and, in the case of an Exchange Offer Registration Statement, any Exchanging Dealer which has provided in writing to the Issuer a telephone or facsimile number or address for notices, and, if requested by you or any such Holder or Exchanging Dealer, confirm such advice in writing:

     (i) when any Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; and

     (ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information.

          (2) The Issuer shall advise (which advice pursuant to clause (i), (ii) or (iii) below shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made) the Initial Purchasers and, in the case of a Shelf Registration Statement, the Holders of Securities included therein, and, in the case of an Exchange Offer Registration Statement, any Exchanging Dealer which has provided in writing to the Issuer a telephone or facsimile number or address for notices, and, if requested by the Initial Purchasers or any such Holder or Exchanging Dealer, confirm such advice in writing:

     (i) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

     (ii) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

     (iii) of the happening of any event that requires the making of any changes in the Registration Statement or the prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

          (c) The Issuer shall make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement at the earliest possible time.

          (d) The Issuer shall furnish to each Holder of Securities included within the coverage of any Shelf Registration Statement (including any Exchanging Dealer

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which so requests in writing or any Initial Purchaser), without charge and upon request, at least one copy of such Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits (including those incorporated by reference).

          (e) The Issuer shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of any Shelf Registration Statement, without charge, as many copies of the prospectus (including each preliminary prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request; and the Issuer consents to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the prospectus or any amendment or supplement thereto.

          (f) The Issuer shall furnish to each Exchanging Dealer or Initial Purchaser, as applicable, which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Exchanging Dealer or Initial Purchaser, as applicable, so requests in writing, all exhibits (including those incorporated by reference).

          (g) The Issuer shall, during the Exchange Offer Registration Period, promptly deliver to each broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of Exchange Notes received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”) and such other persons as may be required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as such person may reasonably request for delivery by such person in connection with a sale of Exchange Notes received by it pursuant to the Registered Exchange Offer; and the Issuer consents to the use of the prospectus or any amendment or supplement thereto by any such Participating Broker-Dealer or other person as aforesaid.

          (h) Prior to any public offering of Securities pursuant to any Registration Statement, the Issuer shall use its reasonable best efforts to register or qualify or cooperate with the Holders of Securities included therein and their respective counsel in connection with the registration or qualification of such Securities for offer and sale under the securities or blue sky laws of such jurisdictions as any such Holder reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that Revlon shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject.

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          (i) The Issuer shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Shelf Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request prior to sales of the Securities pursuant to such Shelf Registration Statement.

          (j) Upon the occurrence of any event contemplated by paragraph (b)(2)(iii) above, the Issuer shall promptly prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to purchasers of the Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Issuer notifies the Initial Purchasers, the Holders and any known Participating Broker-Dealer in accordance with paragraphs (1)(ii) or (2)(i) through (iii) of Section 4(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders and any such Participating Broker-Dealers shall suspend use of such prospectus.

          (k) Not later than the effective date of the applicable Registration Statement, the Issuer shall provide a CUSIP number for the Notes, the Exchange Notes or the Private Exchange Notes, as the case may be, and provide the trustee with printed global certificates for the Notes, the Exchange Notes or the Private Exchange Notes, as the case may be, in a form eligible for deposit with The Depository Trust Company (it being expressly understood that the Exchange Notes will continue to be held in book-entry form in the same manner as the Notes).

          (l) The Issuer shall comply with all applicable rules and regulations of the Commission and shall make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of Section 11(a) of the 1933 Act.

          (m) The Issuer shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Issuer shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

          (n) The Issuer may require each Holder of Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Issuer such information regarding the Holder and the distribution of such Securities as the Issuer may from time to time reasonably require for inclusion in such Registration Statement, and the Issuer may exclude from such Registration Statement the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request.

          (o) The Issuer shall enter into such customary agreements (including if requested an underwriting agreement in customary form) and take all such other action, if

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any, as any Holder shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration Statement.

          (p) In the case of any Shelf Registration Statement, the Issuer shall (i) make reasonably available for inspection by the Holders, and any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such underwriter, all relevant financial and other records, pertinent corporate documents and properties of the Issuer and (ii) cause the Issuer’s officers, directors and employees to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in connection with any such Registration Statement; provided, however, that if any information is designated in writing by the Issuer, in good faith, as confidential at the time of delivery of such information, the Holders or any such underwriter, attorney, accountant or other agent, shall agree to keep such information confidential, unless such disclosure is made in connection with a court proceeding or required by applicable law, regulation or judicial process or at the request of any regulatory entity, governmental agency or authority, or self-regulatory agency or stock exchange having, or reasonably claiming to have, regulatory powers over any such recipient’s activities, or such information becomes available to the public generally or through a third party, other than by such Holder, underwriter, attorney, accountant or other agent, without an accompanying obligation of confidentiality.

          (q) In the case of any Exchange Offer Registration Statement, the Issuer shall (i) make reasonably available for inspection by the Initial Purchasers, but in each case only in such firm’s capacity as an Exchanging Dealer and with the express understanding that each such firm shall be acting solely for itself and not on behalf of any other party, including, without limitation, any other Exchanging Dealer, all relevant financial and other records, pertinent corporate documents and properties of the Issuer and (ii) cause the Issuer’s officers, directors and employees to supply all information reasonably requested by any of them; provided, however, that if any information that is designated in writing by the Issuer, in good faith, as confidential at the time of delivery of such information, the Initial Purchasers shall agree to keep such information confidential unless such disclosure is made in connection with a court proceeding or required by applicable law, regulation or judicial process or at the request of any regulatory entity, governmental agency or authority, or self-regulatory agency or stock exchange having, or reasonably claiming to have, regulatory powers over any such recipient’s activities, or such information becomes available to the public generally or through a third party, other than by such Initial Purchasers, without an accompanying obligation of confidentiality. The Issuer understands and recognizes that the Initial Purchasers, as participants in the offering of the Notes, and their authorized representatives have obligations and defenses under the various securities laws, regulations, principles and related case law including in connection with complete and correct disclosure to investors, “due diligence” and obligations imposed by applicable standards of professional conduct. Nothing in this Section 4(q) shall limit in any respect (a) the ability of the Initial Purchasers to comply in full with such obligations and (b) the ability of any party or its agents to retain and disclose such information provided by the Issuer pursuant to this Section 4(q) that such

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Initial Purchaser believes, in good faith, is necessary to establish any claim or defense in connection with any claims, action or proceeding to which it is a party.

          (r) In the case of any Shelf Registration Statement, the Issuer, if requested by any Holder, shall cause (x) its counsel to deliver an opinion relating to the Securities included within the coverage of such Shelf Registration Statement in customary form, (y) its officers to execute and deliver all customary documents and certificates requested by any underwriters of the Securities and (z) its independent public accountants to provide to the selling Holders and any underwriter therefor a comfort letter in customary form.

          (s) In the case of any Exchange Offer Registration Statement, the Issuer, if requested by the Initial Purchasers, but in each case only in such firm’s capacity as an Exchanging Dealer and with the express understanding that each such firm shall be acting solely for itself and not on behalf of any other party, including, without limitation, any other Exchanging Dealer, in connection with any prospectus delivery as contemplated in paragraph (g) above, shall use its reasonable best efforts to cause, on and as of the effective date of the Exchange Offer Registration Statement, (x) its counsel to deliver an opinion relating to the Exchange Offer Registration Statement and the Exchange Notes in customary form, (y) its officers to execute and deliver all customary documents and certificates requested and (z) its independent public accountants to provide a comfort letter in customary form, subject to receipt of appropriate documentation (including the delivery of a customary representation letter), as contemplated by Statement on Auditing Standards No. 72.

          (t) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Notes by Holders to the Issuer (or to such other person as directed by the Issuer) in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be, the Issuer shall mark, or cause to be marked, on the Notes so exchanged that such Notes are being canceled in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be; in no event shall the Notes be marked as paid or otherwise satisfied.

          (u) The Issuer shall pay interest on the Notes for failure to comply with its obligations under Section 1 or Section 2, as applicable, in accordance with the terms of the Notes.

          5. Registration Expenses. Revlon shall bear all expenses incurred in connection with the performance of its obligations under Sections 1, 2 and 4 hereof and, in the event of any Shelf Registration Statement, shall reimburse the Holders for the reasonable fees and disbursements of one firm or counsel designated by the Holders of a majority in aggregate principal amount of the Securities to be registered thereunder to act as counsel for the Holders in connection therewith up to $25,000 in the aggregate, and, in the case of any Exchange Offer Registration Statement, shall reimburse the Initial Purchasers, as applicable, for the reasonable fees and disbursements of counsel in connection therewith up to $25,000 in the aggregate, whether or not the Exchange Offer Registration Statement or a Shelf Registration Statement is filed or becomes effective.

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          6. Indemnification. (a) In connection with a Shelf Registration or in connection with any prospectus delivery pursuant to a Registered Exchange Offer by an Exchanging Dealer as contemplated in Section 4(g) above, Revlon shall indemnify and hold harmless each Holder, the directors, officers, employees and agents of each Holder, if any, and each person, if any, who controls such Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

     (i) against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof), arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or any prospectus forming part thereof or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading; and

     (ii) promptly, upon demand and as incurred, against any and all legal or other expenses reasonably incurred (including, subject to Section 6(c) hereof, the reasonable fees and disbursements of counsel chosen by the indemnified party) in connection with investigating or defending against any litigation, or any investigation or proceeding by any governmental or regulatory agency or body, commenced or threatened, or any losses, claims, damages or liabilities whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission;

provided, however, that this indemnity shall not apply to any loss, claim, damage, liability or expense to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Issuer by the indemnified party expressly for use in such Registration Statement or any prospectus forming part thereof.

          (b) In the event of a Shelf Registration Statement, each Holder shall indemnify and hold harmless the Issuer, its directors, officers, employees and agents and each person, if any, who controls the Issuer within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in any such Registration Statement (or any amendment or supplement thereto) in reliance on and in conformity with written information furnished to the Issuer by such Holder expressly for use in such Registration Statement (or in such amendment or supplement); provided, however, that no such Holder shall be liable for any indemnity claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Securities pursuant to such Shelf Registration Statement.

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          (c) Each indemnified party shall give notice promptly to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. If any such claim or action shall be brought against an indemnified party, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. Except as set forth below, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof (other than reasonable costs of investigation). Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party in writing to employ separate counsel at the expense of the indemnifying party. It is understood, however, that the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such indemnified parties and controlling persons. An indemnifying party shall not be liable under this Section 6 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. An indemnifying party shall not, without the prior written consent of the indemnified party (which consent shall not be unreasonably

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withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

          (d) In the event that the indemnity provided for in Sections 6(a) through (c) hereof is unavailable to or insufficient to hold harmless an indemnified party for any reason, Revlon and the applicable Holder or Holders severally agree to contribute to the aggregate losses, claims, damages, liabilities and expenses (including legal or other expenses reasonably incurred in connection with investigating or defending the same), contemplated by said indemnity (collectively “Losses”), to which Revlon and such Holder or Holders may be subject. Revlon will be responsible for the portion of such Losses represented by the percentage that the aggregate consideration received by Revlon from the sale by it of the Securities sold by such Holder bears to the aggregate principal amount of Securities sold by such Holder and such Holder will be responsible for the balance of such Losses; provided, however, that no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) by a court of competent jurisdiction shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls a Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Holder and each director and officer of Revlon and each person, if any, who controls Revlon within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as Revlon.

          (e) The agreements contained in this Section 6 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancelation of this Agreement or any investigation made by or on behalf of any indemnified party.

          7. Underwritten Registrations. (a) “Transfer Restricted Notes” means each Security until the earliest of (i) the date on which such Transfer Restricted Note has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Note in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of a Transfer Restricted Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Transfer Restricted Note has been effectively registered under the 1933 Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Transfer Restricted Note is distributed to the public pursuant to Rule 144 under the 1933 Act or is saleable pursuant to Rule 144 without limitations.

          (b) If any of the Transfer Restricted Notes covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or

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investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Notes to be included in such offering.

          No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Notes on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

          8. Miscellaneous. (a) Amendment and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless Revlon has obtained the written consent of Holders of a majority in aggregate principal amount of the Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of a majority in aggregate principal amount of the Securities being sold by such Holders pursuant to such Registration Statement.

          (b) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telecopier, or air courier guaranteeing overnight delivery:

     (i) if to a Holder, at the most current address given by such Holder to the Issuer in accordance with the provisions of this Section 8(b), which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar (as such term is defined in the Indenture) under the Indenture, with a copy in like manner to the Initial Purchasers;

     (ii) if to the Initial Purchasers, initially at the respective addresses set forth in the Purchase Agreement with copies to the parties specified therein; and

     (iii) if to the Issuer, initially at its address set forth in the Purchase Agreement, with copies to the parties specified therein.

          All such notices and communications shall be deemed to have been duly given when received.

          The Initial Purchasers or Revlon by notice to the other may designate additional or different addresses for subsequent notices or communications.

          (c) Successors and Assigns. This Agreement shall be binding upon Revlon and its successors and assigns.

17

          (d) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

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

          (f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Specified times of day refer to New York City time.

          (g) THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

          (h) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

          (i) Securities Held by the Issuer. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuer or any of its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

          (j) No Inconsistent Agreements. Revlon has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

          (k) Copies of Agreement. Revlon shall provide a copy of this Agreement to prospective purchasers of the Notes identified to them by the Initial Purchasers upon request.

          Please confirm that the foregoing correctly sets forth the agreement between Revlon, the Guarantors and the several Initial Purchasers.

Very truly yours, REVLON CONSUMER PRODUCTS CORPORATION,
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Senior Vice President, Deputy General Counsel and Secretary

EACH OF THE GUARANTORS LISTED ON SCHEDULE III OF THE PURCHASE AGREEMENT,
By:	/s/ Michael T. Sheehan
	Name:	Michael T. Sheehan
	Title:	Senior Vice President and Secretary - Revlon Inc., Vice President and Secretary, other Guarantors

[Registration Rights Agreement Signature Page]

CONFIRMED AND ACCEPTED
as of the date first above written:
CITIGROUP GLOBAL MARKETS INC.,
By:	/s/ Caesar W. Wyszomirski
	Name: Caesar W. Wyszomirski
	Title: Director
BANC OF AMERICA SECURITIES LLC
By:	/s/ Thomas M. Brown
	Name: Thomas M. Brown
	Title: Managing Director
CREDIT SUISSE SECURITIES (USA) LLC,
By:	/s/ Edward L. Neuburg
	Name: Edward L. Neuburg
	Title: Managing Director
J.P. MORGAN SECURITIES INC.,
By:	/s/ Gerard J. Murray
	Name: Gerard J. Murray
	Title: Managing Director

For themselves and the other several Initial Purchasers
listed on Schedule I of the Purchase Agreement

[Registration Rights Agreement Signature Page]

ANNEX A TO
REGISTRATION AGREEMENT

          Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the 1933 Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for the Notes where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer has agreed that, for a period of 210 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”.

ANNEX B TO
REGISTRATION AGREEMENT

          Each broker-dealer that receives Exchange Notes for its own account in exchange for the Notes, where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution”.

ANNEX C TO
REGISTRATION AGREEMENT

PLAN OF DISTRIBUTION

          Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Existing Notes where such Existing Notes were acquired as a result of market-making activities or other trading activities. The Issuer has agreed that for a period of 210 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until •, 200•, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus. ¹

          The Issuer will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the 1933 Act and any profit on any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the 1933 Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the 1933 Act.

          For a period of 210 days after the Expiration Date, the Issuer will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the 1933 Act.

¹ The legend required by Item 502(b) of Regulation S-K must appear on the back page of the Exchange Offer Prospectus, if required.

ANNEX D TO
REGISTRATION AGREEMENT

Rider A

o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:
Address:

Rider B

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the 1933 Act.

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

Set forth below is a list of certain of the Registrant’s subsidiaries. Such subsidiaries are incorporated or organized in the jurisdictions indicated. Each of the listed subsidiaries is wholly owned by the Registrant, directly or indirectly, and all listed subsidiaries are included in the Registrant’s consolidated financial statements. The names of the Registrant’s remaining subsidiaries, if any, which may have been omitted from the following list, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

Domestic Subsidiaries

Almay, Inc., a Delaware corporation
Charles of the Ritz Group Ltd., a Delaware corporation
Charles Revson Inc., a New York corporation
Cosmetics & More Inc., a Delaware corporation
North America Revsale Inc., a New York corporation
PPI Two Corporation, a Delaware corporation
Revlon Consumer Corp., a Delaware corporation
Revlon Development Corp., a Delaware corporation
Revlon Government Sales, Inc., a Delaware corporation
Revlon International Corporation, a Delaware corporation
Revlon Real Estate Corporation, a Delaware corporation
RIROS Corporation, a New York corporation
RIROS Group Inc., a Delaware corporation

Foreign Subsidiaries

European Beauty Products S.L. (Spain)
Européenne de Produits de Beauté S.A.S. (France)
New Revlon Argentina S.A. (Argentina)
Productos Cosmeticos de Revlon, S.A. (Guatemala)
Promethean Insurance Limited (Bermuda)
REMEA 2 B.V. (Netherlands)
Revlon Australia Pty Limited (Australia)
Revlon Beauty Products, S.L. (Spain)
Revlon B.V. (Netherlands)
Revlon Canada Inc. (Canada)
Revlon Chile S.A. (Chile)
Revlon China Holdings Limited (Cayman Islands)
Revlon Europe, Middle East and Africa Ltd. (Bermuda)
Revlon (Hong Kong) Limited (Hong Kong)
Revlon (Israel) Limited (Israel)
Revlon Kabushiki Kaisha (Japan)
Revlon Ltda. (Brazil)
Revlon Manufacturing Ltd. (Bermuda)
Revlon Mauritius Ltd. (Mauritius)
Revlon New Zealand Limited (New Zealand)
Revlon Offshore Limited (Bermuda)
Revlon Overseas Corporation, C.A. (Venezuela)
Revlon Pension Trustee Company (U.K.) Limited (United Kingdom)
Revlon (Puerto Rico) Inc. (Puerto Rico)
Revlon Real Estate Kabushiki Kaisha (Japan)
Revlon, S.A. de C.V. (Mexico)
Revlon (Shanghai) Limited (China)
Revlon South Africa (Proprietary) Limited (South Africa)
Revlon S.p.A. (Italy)
Revlon (Suisse) S.A. (Switzerland)
Shanghai Revstar Cosmetic Marketing Services Limited (China)
YAE Artistic Packings Industry Ltd. (Israel)

YAE Press 2000 (1987) Ltd. (Israel)

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Alan T. Ennis, certify that:

1.	I have reviewed this annual report on Form 10-K (the “Report”) of Revlon Consumer Products Corporation (the “Registrant”);
2.	Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3.	Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under the Company’s supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under the Company’s supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report the Company’s conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d)  Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.   The Registrant’s other certifying officer and I have disclosed, based on the Company’s most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: February 25, 2010

/s/  Alan T. Ennis

Alan T. Ennis

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Steven Berns, certify that:

1.	I have reviewed this annual report on Form 10-K (the “Report”) of Revlon Consumer Products Corporation (the “Registrant”);
2.	Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3.	Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;
4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under the Company’s supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under the Company’s supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report the Company’s conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

(d)  Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.   The Registrant’s other certifying officer and I have disclosed, based on the Company’s most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: February 25, 2010

/s/  Steven Berns

Steven Berns

Executive Vice President and

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Revlon Consumer Products Corporation (the “Company”) for the period ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan T. Ennis, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  Alan T. Ennis

Alan T. Ennis

Chief Executive Officer

February 25, 2010

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Revlon Consumer Products Corporation (the “Company”) for the period ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven Berns, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  Steven Berns

Steven Berns

Chief Financial Officer

February 25, 2010