0000950136-06-010508 Sample Contracts

TERM LOAN AGREEMENT Dated as of December 20, 2006 among REVLON CONSUMER PRODUCTS CORPORATION as Borrower and THE LENDERS PARTY HERETO and CITICORP USA, INC. as Administrative Agent and Collateral Agent and JPMORGAN CHASE BANK, N.A. as Syndication...
Term Loan Agreement • December 21st, 2006 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York

TERM LOAN AGREEMENT, dated as of December 20, 2006, among Revlon Consumer Products Corporation, a Delaware corporation (the “Company”), the Lenders (as defined below), and Citicorp USA, Inc. (“Citicorp”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).

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AMENDMENT NO. 4
Credit Agreement • December 21st, 2006 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York

CREDIT AGREEMENT, dated as of July 9, 2004, among Revlon Consumer Products Corporation, a Delaware corporation (the “Company”), the Local Borrowing Subsidiaries (as defined below) from time to time parties hereto, the Lenders (as defined below), the Issuing Lenders (as defined below), Citicorp USA, Inc. (“Citicorp”), as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”), Citicorp, as administrative agent for the Term Loan Lenders (as defined below) (in such capacity, the “Term Loan Administrative Agent”), and Citicorp, as administrative agent for the Multi-Currency Lenders (as defined below) and the Issuing Lenders (in such capacity, the “Multi-Currency Administrative Agent”).

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • December 21st, 2006 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York

THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT 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 TERM LOAN LENDERS, CITICORP USA, INC., AS COLLATERAL AGENT FOR THE SECURED PARTIES, REVLON, INC., REVLON CONSUMER PRODUCTS CORPORATION AND EACH OTHER GRANTOR.

AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
Intercreditor and Collateral Agency Agreement • December 21st, 2006 • Revlon Consumer Products Corp • Perfumes, cosmetics & other toilet preparations • New York

This AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, dated as of December 20, 2006, 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”), 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.

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