ContractTrademark Security Agreement • February 25th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations
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”).
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES SECURITY AGREEMENT AND FIXTURE FILING from REVLON CONSUMER PRODUCTS CORPORATION, to FIRST AMERICAN TITLE INSURANCE COMPANY, for the use and benefit of CITICORP USA, INC., AS COLLATERAL AGENT (COLLATERAL IS...Deed of Trust • February 25th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
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, mo
ContractCopyright Security Agreement • February 25th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations
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”).
ContractTerm Loan Guaranty • February 25th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
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.
Exhibit A to Term Loan Agreement Form of Term Loan NoteTerm Loan Agreement • February 25th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
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.
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 TrusteeIndenture • February 25th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
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.
Exhibit B to Credit Agreement Form of Revolving Credit NoteRevolving Credit Note • February 25th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
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.
Second Amended and Restated Intercreditor and Collateral Agency AgreementIntercreditor and Collateral Agency Agreement • February 25th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
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.
REVLON CONSUMER PRODUCTS CORPORATION 93/4% Senior Secured Notes Due 2015 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE SECURITIES (USA) LLC J.P. MORGAN SECURITIES INC.
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,...Pledge and Security Agreement • February 25th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
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.
ContractGuaranty • February 25th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York
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.
ContractPatent Security Agreement • February 25th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations
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”).
ContractCopyright Security Agreement • February 25th, 2010 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations
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”).
