EXHIBIT 4.2

REVLON PLEDGE AGREEMENT

(Note Obligations)

PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2001, made by REVLON, INC., a Delaware corporation (the "Pledgor"), in favor of WILMINGTON TRUST COMPANY, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent") for the holders of the Note Obligations (as hereinafter defined).

W I T N E S S E T H

WHEREAS, Revlon Consumer Products Corporation, a Delaware corporation (the "Company"), and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), are parties to the Indenture dated as of November 26, 2001 (as amended, supplemented or otherwise modified from time to time, the "Indenture"), providing for the issuance of the Company's 12% Senior Secured Notes Due 2005 (the "Notes"); and

WHEREAS, the Company is party to the Second Amended and Restated Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among the Company, the local borrowing subsidiaries party thereto, the financial institutions party thereto, JPMorgan Chase Bank ("Chase"), as administrative agent (in such capacity, the "Bank Agent"), the other agents party thereto and the arranger party thereto; and

WHEREAS, the Pledgor has guaranteed, respectively, (i) the Bank Obligations (as defined below) pursuant to the Second Amended and Restated Revlon Guarantee, dated the date hereof, made by the Pledgor in favor of the Administrative Agent (as defined below) for the benefit of the holders of the Bank Obligations (the "Bank Guarantee") and (ii) the Company's Obligations under the Indenture (the "Indenture Guarantee"); and

WHEREAS, to secure its obligations under the Bank Guarantee, the Pledgor has granted to the Administrative Agent (as defined below), for the benefit of the holders of the Bank Obligations, a first priority security interest (the "First Pledge Lien") in the Collateral (as defined below) and now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations (as defined below), to secure its obligations under the Indenture Guarantee, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein).

NOW, THEREFORE, the Pledgor agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations as follows:

1. Defined Terms. The following terms shall have the following meanings:

"Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Administrative Agent" has the meaning assigned such term in the Collateral Agency Agreement.

"Bank Agent" has the meaning assigned such term in the recitals hereto.

"Bank Guarantee" has the meaning assigned such term in the recitals hereto.

"Bank Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Bankruptcy Event of Default" has the meaning assigned to such term in the Collateral Agency Agreement.

"Chase" has the meaning assigned such term in the recitals hereto.

"Collateral" means all of the Pledgor's right, title and interest, whether now owned or hereafter acquired, in the Pledged Stock, all Investment Property and all Proceeds with respect thereto.

"Collateral Account" has the meaning assigned such term in the Collateral Agency Agreement.

"Collateral Agency Agreement" means the Amended and Restated Collateral Agency Agreement, dated as of May 30, 1997 and as further amended and restated as of the date hereof, among the Company, the Bank Agent, the Administrative Agent, the Trustee and the Note Collateral Agent, as the same may be amended, supplemented or otherwise modified from time to time.

"Company" has the meaning assigned such term in the recitals hereto.

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

"Controlling Collateral Agent" means (i) with respect to Collateral that is also subject to Liens granted under any First Lien Document:
at all times prior to the First Pledge Lien Termination Date, the Administrative Agent and, thereafter, the Note Collateral Agent: and (ii) with respect to Collateral that is not subject to any Lien granted under any First Lien Document; at all times, the Note Collateral Agent.

"Credit Agreement" has the meaning assigned such term in the recitals hereto.

"First Lien Documents" has the meaning assigned such term in the Collateral Agency Agreement.

"First Lien Termination Date" has the meaning assigned such term in the Collateral Agency Agreement.

"First Pledge Lien" has the meaning assigned such term in the recitals hereto.

"First Pledge Lien Termination Date": either (a) the date on which the First Pledge Lien is released in accordance with the terms of the Collateral Agency Agreement or (b) the date on which all Bank Obligations are Fully Satisfied (as defined in the Collateral Agency Agreement), whichever shall first occur; provided, however, that if a First Lien Termination Date is deemed not to have occurred under Section 5.2(f) of the Collateral Agency Agreement, any First Pledge Lien Termination Date that has occurred shall likewise be deemed not to have occurred, and such event shall be governed by the terms and provisions of Section 5.2(f) of the Collateral Agency Agreement.

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

"Guarantee Obligations" means the obligations of the Pledgor under the Indenture Guarantee.

"Indenture" has the meaning assigned such term in the recitals hereto.

"Investment Property" shall mean the collective reference to
(i) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC and (ii) whether or not constituting "investment property" as so defined, all Pledged Stock; provided, that in no event shall Investment Property include more than 66% of the total outstanding Voting Stock of any Subsidiary of the Pledgor organized in a jurisdiction other than any State of the United States.

"Issuer" means Revlon Consumer Products Corporation and any other issuer of any Investment Property.

"Liens" has the meaning assigned such term in the Indenture.

"Note Collateral Agent" means Wilmington Trust Company and any successors thereof appointed in accordance with the terms of the Collateral Agency Agreement, in each case as collateral agent for the holders of the Note Obligations.

"Note Obligation Document" has the meaning assigned such term in the Collateral Agency Agreement.

"Note Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Notes" has the meaning assigned such term in the recitals hereto.

"Notice of an Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Permitted Liens" has the meaning assigned such term in the Indenture.

"Person" has the meaning assigned such term in the Indenture.

"Pledge Agreement" means this Pledge and Security Agreement, as amended, supplemented or otherwise modified from time to time.

"Pledged Stock" means the shares of capital stock of the Issuer listed on Schedule I hereto, together with the stock certificates representing such shares, or stock dividends, options, warrants or rights of any nature whatsoever that may be received or receivable by or otherwise distributed to the Pledgor in respect of or in exchange for any or all of such shares while this Pledge Agreement is in effect.

"Pledgor" has the meaning assigned such term in the preamble hereto.

"Proceeds" means all "proceeds" as such term is defined in
Section 9-102(a)(64) of the UCC on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock, collections thereon or distributions with respect thereto.

"Requirements of Law" means the Certificate of Incorporation and By-Laws or other organizational or governing documents of the Pledgor, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon the Pledgor or any of its material property or to which the Pledgor or any of its material property is subject.

"Secured Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Subsidiary" has the meaning assigned such term in the Indenture.

"Termination Date" means the earlier of (a) the date on which, pursuant to Section 8 of the Collateral Agency Agreement, the Note Collateral Agent is required to release its security interest in all collateral security pledged or otherwise granted to it by the Pledgor pursuant to this Pledge Agreement, or (b) the date on which the Indenture Obligations have been Fully Satisfied (each as defined in the Collateral Agency Agreement), whichever shall first occur.

"Trustee" has the meaning assigned such term in the recitals hereto.

"UCC" means the Uniform Commercial Code from time to time in effect in the State of New York.

2. Grant of Security Interest; Collateral Agency Agreement Controls.

(a) Grant. The Pledgor hereby pledges to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, and delivers (or has delivered) to the Controlling Collateral Agent, for the benefit of the holders of the Note Obligations and the other Secured Obligations, all the Pledged Stock and hereby grants to the Note Collateral Agent, for the benefit

of the holders of the Note Obligations, a second priority security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantee Obligations. Notwithstanding anything to the contrary contained herein, the Collateral described herein shall constitute collateral security only for those Guarantee Obligations with respect to which the Proceeds of such Collateral are applied pursuant to Section 4.2(b) (or, if applicable, 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Collateral only to the extent of such Guarantee Obligations.

(b) Collateral Agency Agreement Controls. Notwithstanding anything to the contrary contained in this Pledge Agreement but subject to the last sentence of this Section 2(b), all of the rights and obligations of the parties hereto set forth herein are subject to the terms of the Collateral Agency Agreement, which shall be controlling. Without limiting the generality of the foregoing, the rights of the Note Collateral Agent and the holders of the Note Obligations set forth herein relating to (i) the release of or realization upon Collateral that is subject to Liens granted under the First Lien Documents, (ii) amendments to or waivers in respect of this Pledge Agreement or any other Note Obligation Document, (iii) the exercise of remedies with respect to Collateral that is subject to Liens granted under the First Lien Documents, (iv) the right to receive, hold and apply Proceeds that are subject to Liens granted under the First Lien Documents and (v) all other matters addressed herein are granted subject to, and shall be exercised in accordance with, the terms of the Collateral Agency Agreement. The terms of this Section 2(b) shall not prevent the Note Collateral Agent from taking such actions or reasonably requesting the Pledgor to take such actions as are necessary to perfect or maintain the perfection of the Note Collateral Agent's security interest in the Collateral, nor shall such terms mitigate the Pledgor's obligations hereunder to take such actions, provide such information and deliver such documents, instruments and certificates as may be necessary to perfect or maintain the perfection of such security interest.

3. Stock Powers. Unless such stock power previously has been delivered to the Controlling Collateral Agent, the Pledgor shall deliver an undated stock power covering each certificate representing one or more shares of Pledged Stock concurrently with the delivery to the Controlling Collateral Agent of such certificate, duly executed in blank by the Pledgor with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed.

4. Representations and Warranties. The Pledgor represents and warrants to the Note Collateral Agent that:

(i) the Pledgor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the Lien on the Collateral pursuant to, this Pledge Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of, and grant of the Lien on the Collateral pursuant to, this Pledge Agreement;

(ii) this Pledge Agreement constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, except as enforceability may be

limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles;

(iii) the execution, delivery and performance of this Pledge Agreement will not violate any Contractual Obligation or material Requirement of Law of the Pledgor and will not result in the creation or imposition of any Lien on any of the properties or assets of the Pledgor pursuant to the provisions of any Contractual Obligation, except as contemplated hereby;

(iv) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of the Pledgor or the Issuer), is required in connection with the execution, delivery, performance, validity or enforceability of this Pledge Agreement, except for (a) such consents which have been obtained prior to the date hereof and remain in full force and effect and (b) the timely filing of UCC-1 financing statements with the appropriate Governmental Authorities;

(v) [Reserved]

(vi) the shares of Pledged Stock listed on Schedule I, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, constitute all the issued and outstanding shares of all classes of the capital stock of each Issuer listed therein other than the Series A Preferred Stock, par value $1.00 per share of the Company;

(vii) all the shares of the Pledged Stock have been duly authorized and validly issued and are fully paid and nonassessable;

(viii) the Pledgor is the record and beneficial owner of, and has good title to, the Pledged Stock listed on Schedule I, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, free of any and all Liens or options in favor of, or claims of, any other Person, except Liens of the type which constitute Permitted Liens;

(ix) upon delivery to the Controlling Collateral Agent of the stock certificates evidencing the Pledged Stock and the filing of a UCC-1 financing statement in the filing office in which a secured party would be required to file a financing statement under the UCC in order to perfect its security interest in Investment Property, the Lien granted pursuant to this Pledge Agreement will constitute a valid, perfected second priority Lien on the Collateral subject to the Lien of a securities intermediary or commodities intermediary (as each such term is defined in the UCC) if any, in Investment Property (other than the Pledged Stock) and subject to such Lien and other Liens of the type which constitute Permitted Liens, and enforceable as such against all creditors of the Pledgor and any Persons purporting to purchase any Collateral from the Pledgor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles;

(x) no Default or Event of Default has occurred and is continuing on the date hereof and no Default or Event of Default will occur as a result of consummation of the transactions contemplated hereby; and

(xi) the pledge of the Collateral pursuant to this Pledge Agreement does not violate Regulations T, U or X of the Federal Reserve Board or any successors to such regulations as of the date hereof.

5. Covenants. The Pledgor covenants and agrees with the Note Collateral Agent that, from and after the date of this Pledge Agreement until the Termination Date:

(i) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), hold the same in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations) and deliver the same forthwith to the Controlling Collateral Agent in the exact form received, duly indorsed by the Pledgor to the Controlling Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed, to be held by the Controlling Collateral Agent, subject to the terms hereof and the terms of the Collateral Agency Agreement, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations). Except as otherwise permitted by the Indenture, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer and any sums paid in connection with the redemption of, or in exchange for, collateral shall be paid over to the Controlling Collateral Agent for deposit by it in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Controlling Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations) subject to the terms of the Collateral Agency Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Controlling Collateral Agent, hold such money or property in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations) subject to the Collateral Agency Agreement, segregated

from other funds of the Pledgor, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations).

(ii) The Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting any right to purchase or exchange for any stock or other equity securities of any nature of the Issuer which in any such case would be in violation of the terms of the Indenture, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral in violation of the terms of the Indenture, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement and Liens of the type which constitute Permitted Liens. The Pledgor will defend the right, title and interest of the Note Collateral Agent and the holders of the Note Obligations in and to the Collateral against the claims and demands of all Persons whomsoever other than in the case of Liens of the type which constitute Permitted Liens.

(iii) At any time and from time to time, upon the written request of the Note Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as may be necessary or that the Note Collateral Agent may reasonably request for the purposes of perfecting or protecting any security interest granted hereby or to enable the Note Collateral Agent to obtain or preserve the full benefits of this Pledge Agreement and of the rights and powers herein granted.

(iv) The Pledgor agrees to pay, and to save the Note Collateral Agent and the holders of the Note Obligations harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.

6. Dividends; Voting Rights. Unless a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice to the Pledgor of the Controlling Collateral Agent's intent to exercise its corresponding rights pursuant to paragraph 7 (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), the Pledgor shall be permitted to receive all dividends (whether in cash or evidenced by a note or chattel paper but other than stock dividends) free of the Lien created by this Pledge Agreement, to the extent that such dividends are permitted under the Indenture, in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Controlling Collateral Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Pledge Agreement or the Indenture.

7. Rights of the Controlling Collateral Agent and the Holders of the Note Obligations. (a) If a Notice of an Actionable Event shall have been given and remains

outstanding and the Controlling Collateral Agent shall have given notice of its intent to exercise such rights to the Pledgor (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required),
(i) the Controlling Collateral Agent shall have the right to receive any and all dividends (whether in cash or evidenced by a note or chattel paper) paid in respect of the Pledged Stock and shall, pursuant to the Collateral Agency Agreement, deposit the proceeds of such cash dividends in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and (ii) all shares of the Pledged Stock shall be registered in the name of the Controlling Collateral Agent or its nominee, and the Controlling Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of any Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the relevant Issuer, or upon the exercise by the Pledgor or the Controlling Collateral Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Controlling Collateral Agent shall have no duty to the Pledgor 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 Controlling Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph 7(a)(ii) and to receive the dividends and distributions which it is authorized to receive and retain pursuant to paragraph 7(a)(i), the Pledgor shall, if necessary, upon written notice from the Controlling Collateral Agent (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), from time to time execute and deliver (or cause to be executed and delivered) to the Controlling Collateral Agent all such proxies, dividend payment orders and other instruments as the Controlling Collateral Agent may reasonably request.

(c) The rights of the Note Collateral Agent and the holders of the Note Obligations hereunder shall not be conditioned or contingent upon the pursuit by the Note Collateral Agent or any holder of the Note Obligations of any right or remedy against any Issuer or the Company or against any other Person which may be or become liable in respect of all or any part of the Note Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Note Collateral Agent nor any other holder of the Note Obligations shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Note Collateral Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

8. Remedies. If a Notice of an Actionable Event shall have been given and remains outstanding, the Controlling Collateral Agent, on behalf of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note

Obligations), may exercise, in addition to all other rights and remedies granted in this Pledge Agreement and in any other instrument or agreement securing, evidencing or relating to the Guarantee Obligations but subject to the terms of the Collateral Agency Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Controlling 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 the Pledgor, any Issuer 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, but subject to the terms of the Collateral Agency Agreement, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of the Controlling Collateral Agent 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. The Controlling Collateral Agent or any holder of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations) shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in the Pledgor, which right or equity is hereby waived or released. The Controlling Collateral Agent shall, pursuant to the Collateral Agency Agreement, deposit any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement. In the absence of gross negligence or willful misconduct, neither the Controlling Collateral Agent nor any holder of the Note Obligations shall be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the Pledged Stock and the other Collateral of any nature or kind or any matter or proceeding arising out of or related thereto, but the same shall be at the Pledgor's sole risk at all times. The Pledgor hereby releases the Controlling Collateral Agent, the Note Collateral Agent and the other holders of the Note Obligations from any claims, causes of action and demands at any time arising out of or with respect to this Pledge Agreement, the Pledged Stock and the other Collateral and/or any actions taken or omitted to be taken by the Controlling Collateral Agent, the Note Collateral Agent and/or the holders of Note Obligations with respect thereto and the Pledgor hereby agrees to hold the Controlling Collateral Agent, the Note Collateral Agent and/or such holder of Note Obligations, as the case may be, harmless from and with respect to any and all such claims, causes of action and demands, except, in the case of the Controlling Collateral Agent, the Note Collateral Agent or any holder of Note Obligations, to the extent of any gross negligence or willful misconduct on the part of the Controlling Collateral Agent, the Note Collateral Agent or such holder of Note Obligations, as the case may be subject in each case to the terms of the Collateral Agency Agreement. 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. All waivers by the Pledgor of rights (including rights to notice), and all rights and remedies afforded the Controlling Collateral Agent herein, and all other provisions of this Pledge Agreement, are expressly made subject to any applicable mandatory provisions of law limiting, or imposing conditions (including conditions as to

reasonableness) upon, such waivers or the effectiveness thereof or any such rights and remedies. Any sale or other disposition of the Collateral and the possession thereof by the Controlling Collateral Agent shall be in compliance with all provisions of applicable law (including applicable securities laws and applicable provisions of the UCC). The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Guarantee Obligations and the reasonable fees and disbursements of any attorneys employed by the Controlling Collateral Agent, the Note Collateral Agent or any holder of the Note Obligations to collect such deficiency.

9. Registration Rights; Private Sales. (a) If the Controlling Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, and if in the opinion of the Controlling Collateral Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Issuer in respect of such Pledged Stock to (i) execute and deliver, and use its best efforts to cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Controlling Collateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Controlling Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to cause such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions (including foreign jurisdictions) which the Controlling Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) The Pledgor recognizes that the Controlling Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will 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. The Pledgor 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 Controlling Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the relevant Issuer to register such securities for public sale under the Securities Act, or under applicable state or foreign securities laws, even if such Issuer would agree to do so.

(c) The Pledgor further 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 Stock pursuant to this paragraph 9 valid and binding and in compliance with any and all other applicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this paragraph 9 will cause irreparable injury to the Controlling Collateral Agent, the Note Collateral Agent and the holders of the Note Obligations, that the Controlling Collateral Agent, the Note Collateral Agent and the holders of the Note Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this paragraph 9 shall, subject to the Collateral Agency Agreement, be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants (to the extent permitted by applicable law) except for a defense that no Actionable Event or Bankruptcy Event of Default had occurred and was continuing at the time the Controlling Collateral Agent gave notice pursuant to paragraph 7(a) hereof.

10. Amendments, etc. with respect to the Note Obligations. The Pledgor shall remain obligated hereunder, and the Collateral shall remain subject to the Lien granted hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice to or further assent by the Pledgor, any demand for payment of any of the Note Obligations made by the Note Collateral Agent or any holder of the Note Obligations may be rescinded by the Note Collateral Agent or such holder of the Note Obligations, and any of the Note Obligations continued, and the Note Obligations, or the liability of the Company or any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Note Collateral Agent or any holder of the Note Obligations and the Note Obligation Documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or part, in accordance with the provisions of the Indenture and the Collateral Agency Agreement, and any guarantee, right of offset or other collateral security at any time held by the Note Collateral Agent or any holder of the Note Obligations for the payment of the Note Obligations may be sold, exchanged, waived, surrendered or released. Neither the Note Collateral Agent nor any holder of the Note Obligations shall have any obligation to protect, secure, perfect or insure this or any other Lien at any time held by it as security for the Note Obligations or any property subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Note Obligations and notice of or proof of reliance by the Note Collateral Agent or any holder of the Note Obligations upon this Pledge Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Issuer or the Pledgor with respect to the Note Obligations.

11. Limitation on Duties Regarding Collateral. The Note Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Note Collateral Agent deals with similar securities and property for its own account. Neither the Note Collateral Agent, any holder of the Note Obligations, nor any of their respective directors, officers, employees, agents or advisors, shall be liable for failure to demand, collect or realize upon any of the 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 the Pledgor or otherwise.

12. Powers Coupled with an Interest. All authorizations and agencies herein contained with respect to the Collateral are irrevocable and constitute powers coupled with an interest.

13. Attorney-in-Fact. Pledgor does hereby constitute the Note Collateral Agent, its successors and assigns, such Pledgor's true and lawful attorney, irrevocably, with full power (in the name of Pledgor or otherwise) to file any claims or take any action (in law or equity or as otherwise deemed appropriate by the Note Collateral Agent) which the Note Collateral Agent may deem reasonably necessary or advisable in the premises to protect its security interest pursuant to this Pledge Agreement but only after a Notice of an Actionable Event has been given and remains outstanding or after Pledgor has failed to take such action within a reasonable time after request therefor and in each case subject to the terms of the Collateral Agency Agreement. The Pledgor also hereby authorizes the Note Collateral Agent to file any financing or continuation statements which the Note Collateral Agent in its sole and reasonable discretion shall determine to be necessary, without the signature of the Pledgor to the extent permitted by applicable law. The Note Collateral Agent shall send a copy of each such financing or continuation statement to the Pledgor. A carbon, photographic or other reproduction of this Pledge Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

14. Severability. Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

15. Paragraph Headings. The paragraph headings used in this Pledge Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

16. No Waiver; Cumulative Remedies. Neither the Note Collateral Agent nor any holder of the Note Obligations shall by any act (except as provided in paragraph 17 hereof) be deemed to have waived any right or remedy hereunder or to have acquiesced in any Actionable Event or Bankruptcy Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Note Collateral Agent or any holder of the Note Obligations, 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 Note Collateral Agent or any holder of the Note Obligations of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Note Collateral Agent or such holder of the Note Obligations 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.

17. Waivers and Amendments; Successors and Assigns. None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise

modified except in accordance with the terms of the Indenture and the Collateral Agency Agreement. Without limiting the generality of the foregoing, amendments, waivers and consents effected in respect of certain provisions of the First Lien Documents shall, upon their effectiveness but only to the extent provided in the Collateral Agency Agreement, apply with equal force to the comparable provisions of this Pledge Agreement and become effective with respect thereto without the consent of or any other action on the part of any Person. This Pledge Agreement shall be binding upon the successors and assigns of the Pledgor and shall inure to the benefit of the Controlling Collateral Agent, the Note Collateral Agent and the holders of the Note Obligations and their respective successors and assigns.

18. GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

19. Notices. Notices by the Note Collateral Agent to the Pledgor or any Issuer or by the Pledgor or any Issuer to the Note Collateral Agent may be given by mail, hand delivery or by facsimile transmission, addressed or transmitted, as applicable, to the Pledgor at its address or transmission number set forth under its signature below, to any Issuer at its address or transmission number set forth under its signature on an Acknowledgment and Consent, and to the Note Collateral Agent at Wilmington Trust Company, Rodney Square North, 1100 N. Market Street, Wilmington, DE 19890, Attention: Corporate Trust Administration, Facsimile: 302-651-7772, and shall be effective (a) in the case of mail or hand delivery, when delivered, and (b) in the case of facsimile notices, when sent. The Pledgor and the Issuers may change their respective addresses and transmission numbers by written notice to the Note Collateral Agent.

20. Irrevocable Authorization and Instruction to Issuers. The Pledgor hereby authorizes and instructs each Issuer to comply with any instruction received by it from the Controlling Collateral Agent in writing that
(a) states that a Notice of an Actionable Event has been given and is outstanding and (b) is otherwise in accordance with the terms of this Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that such Issuer shall be fully protected in so complying.

21. Authority of Note Collateral Agent. The Pledgor acknowledges that the rights and responsibilities of the Note Collateral Agent under this Pledge Agreement with respect to any action taken by the Note Collateral Agent or the exercise or non-exercise by the Note Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Note Collateral Agent and the holders of the Note Obligations, be governed by the Indenture and by the Collateral Agency Agreement, but, as between the Note Collateral Agent and the Pledgor, the Note Collateral Agent shall be conclusively presumed to be acting with full and valid authority so to act or refrain from acting, and neither the Pledgor nor any Issuer shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

22. SUBMISSION TO JURISDICTION; WAIVERS. (a) THE PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(I) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT HEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(II) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(III) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT TO PARAGRAPH 19 HEREOF;

(IV) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND

(V) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS PARAGRAPH ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES

(B) THE PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL
BY JURY IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN PARAGRAPH (A) ABOVE.

23. Release of Collateral and Termination. The Collateral shall be released from the Lien created hereby, and this Pledge Agreement and all obligations of the Note Collateral Agent and the Pledgor hereunder shall terminate in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to be duly executed and delivered as of the date first above written.

REVLON, INC.

By: /s/ Robert K. Kretzman
    -------------------------------------
    Name:  Robert Kretzman
    Title: Senior Vice President, General
           Counsel and Secretary

Address for Notices:

Revlon, Inc.
625 Madison Avenue
New York, New York 10022
Attention: Senior Vice President,
General Counsel and Secretary
Facsimile: (212) 527-5693

WILMINGTON TRUST COMPANY,
as Note Collateral Agent

By: /s/ James P. Lawler
    -------------------------------------
    Name: James P. Lawler
    Title: Vice President

                                                                                                    SCHEDULE I to
                                                                                                    Revlon Pledge
                                                                                                       Agreement
                                                                                                    -------------
                                       DESCRIPTION OF PLEDGED STOCK

                                                  CLASS OF                    STOCK                     NO. OF
                 ISSUER                             STOCK                CERTIFICATE NO.                SHARES
------------------------------------           ---------------          -----------------            -----------
Revlon Consumer Products Corporation               Common                       1                       1,000

Revlon Consumer Products Corporation         Series A Preferred                 2                        546

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(i) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON CONSUMER PRODUCTS CORPORATION

By: /s/ Michael T. Sheehan
    ----------------------------------------
    Name:  Michael Sheehan
    Title: Vice President

Address for Notices:

c/o Revlon, Inc.
625 Madison Avenue
New York, New York 10022
Attn: Senior Vice President and
General Counsel
Facsimile: (212) 527-5693

EXHIBIT 4.3

COMPANY PLEDGE AGREEMENT (DOMESTIC)

(Note Obligations)

PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2001, made by REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the "Pledgor"), in favor of WILMINGTON TRUST COMPANY, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent"), for the holders of the Note Obligations (as hereinafter defined).

WHEREAS, the Pledgor and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), are parties to the Indenture dated as of November 26, 2001 (as amended, supplemented or otherwise modified from time to time, the "Indenture"), providing for the issuance of the Pledgor's 12% Senior Secured Notes Due 2005 (the "Notes"); and

WHEREAS, the Pledgor is party to the Second Amended and Restated Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among the Pledgor, the local borrowing subsidiaries party thereto, the financial institutions party thereto, JPMorgan Chase Bank ("Chase"), as administrative agent (in such capacity, the "Bank Agent"), the other agents party thereto and the arranger party thereto; and

WHEREAS, (i) to secure the Bank Obligations (as defined below), the Pledgor has granted to the Administrative Agent (as defined below), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Collateral (as defined below) (the "First Pledge Lien") and (ii) to secure the Note Obligations (as defined below) the Pledgor now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein).

NOW, THEREFORE, the Pledgor agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations as follows:

1. Defined Terms. The following terms shall have the following meanings:

"Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Administrative Agent" has the meaning assigned such term in the Collateral Agency Agreement.

"Bank Agent" has the meaning assigned such term in the Recitals hereto.

"Bank Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Bankruptcy Event of Default" has the meaning assigned to such term in the Collateral Agency Agreement.

"Collateral" means all of the Pledgor's right, title and interest, whether now owned or hereafter acquired, in the Pledged Stock, all Investment Property and all Proceeds with respect thereto.

"Collateral Account" has the meaning assigned such term in the Collateral Agency Agreement.

"Collateral Agency Agreement" means the Amended and Restated Collateral Agency Agreement, dated as of May 30, 1997 and as further amended and restated as of the date hereof, among the Pledgor, the Bank Agent, the Administrative Agent, the Trustee and the Note Collateral Agent, as the same may be amended, supplemented or otherwise modified from time to time.

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

"Controlling Collateral Agent" means (i) with respect to Collateral that is also subject to Liens granted under any First Lien Document: at all times prior to the First Pledge Lien Termination Date, the Administrative Agent and, thereafter, the Note Collateral Agent; and (ii) with respect to Collateral that is not subject to any Lien granted under any First Lien Document: at all times, the Note Collateral Agent.

"Credit Documents" has the meaning assigned such term in the Collateral Agency Agreement.

"Excluded Entities" means Madison (Services) Pty. Ltd.; Revlon (Aust.) Services Pty. Ltd.; Revlon Professional Holding Company LLC; Revlon Pension Trustee Company (U.K.) Limited; and Revlon (Maesteg) Pension Trustee Company Limited.

"First Lien Documents" has the meaning assigned such term in the Collateral Agency Agreement.

"First Lien Termination Date" has the meaning assigned such term in the Collateral Agency Agreement.

"First Pledge Lien" has the meaning assigned such term in the recitals hereto.

"First Pledge Lien Termination Date" means either (a) the date on which the First Pledge Lien is released in accordance with the terms of the Collateral Agency Agreement or (b) the date on which all Bank Obligations are Fully Satisfied (as defined in the Collateral

Agency Agreement), whichever shall first occur; provided, however, that if a First Lien Termination Date is deemed not to have occurred under Section 5.2(f) of the Collateral Agency Agreement, any First Pledge Lien Termination Date that has occurred shall likewise be deemed not to have occurred, and such event shall be governed by the terms and provisions of Section 5.2(f) of the Collateral Agency Agreement.

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

"Investment Property" shall mean the collective reference to (a) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC which is located in, created in or arises or exists under the laws of the United States or any State thereof and (b) whether or not constituting "investment property" as so defined, all Pledged Stock; provided, that in no event shall Investment Property include (i) any "investment property" as so defined held by the Pledgor in respect of its obligations pursuant to any employee benefit, welfare or pension plan or similar arrangement of the Pledgor or any of its Subsidiaries, or (ii) the capital stock or other equity interests of any Excluded Entity.

"Liens" has the meaning assigned such term in the Indenture.

"Note Collateral Agent" means Wilmington Trust Company and any successors thereof appointed in accordance with the terms of the Collateral Agency Agreement, in each case as collateral agent for the holders of the Note Obligations.

"Note Obligation Document" has the meaning assigned such term in the Collateral Agency Agreement.

"Note Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Notice of an Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Permitted Liens" has the meaning assigned such term in the Indenture.

"Person" has the meaning assigned such term in the Indenture.

"Pledge Agreement" means this Pledge and Security Agreement, as amended, supplemented or otherwise modified from time to time.

"Pledged Stock" means the shares of capital stock of the Issuers listed on Schedule 1 hereto, together with the stock certificates representing such shares, or stock dividends, options, warrants or rights of any nature whatsoever that may be received or

receivable by or otherwise distributed to the Pledgor in respect of or in exchange for any or all of such shares while this Pledge Agreement is in effect.

"Proceeds" means all "proceeds" as such term is defined in Section 9-102(a)(64) of the UCC on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock, collections thereon or distributions with respect thereto.

"Requirements of Law" means the Certificate of Incorporation and By-Laws or other organizational or governing documents of the Pledgor, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon the Pledgor or any of its material property or to which the Pledgor or any of its material property is subject.

"Secured Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Termination Date" means the earlier of (a) the date on which, pursuant to
Section 8 of the Collateral Agency Agreement, the Note Collateral Agent is required to release its security interest in all collateral security pledged or otherwise granted to it by the Pledgor pursuant to this Pledge Agreement, or (b) the date on which the Indenture Obligations have been Fully Satisfied (each as defined in the Collateral Agency Agreement), whichever shall first occur.

"UCC" means the Uniform Commercial Code from time to time in effect in the State of New York.

2. Grant of Security Interest; Collateral Agency Agreement Controls.

(a) Grant. The Pledgor hereby pledges to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, and delivers (or has delivered) to the Controlling Collateral Agent, for the benefit of the holders of the Note Obligations and the other Secured Obligations, all the Pledged Stock and hereby grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Note Obligations. Notwithstanding anything to the contrary contained herein, the Collateral described herein shall constitute collateral security only for those Note Obligations with respect to which the Proceeds of such Collateral are applied pursuant to Section 4.2(b) (or, if applicable, 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Collateral only to the extent of such Note Obligations.

(b) Collateral Agency Agreement Controls. Notwithstanding anything to the contrary contained in this Pledge Agreement but subject to the last sentence of this Section 2(b), all of the rights and obligations of the parties hereto set forth herein are subject to the terms of the Collateral Agency Agreement, which shall be controlling. Without limiting the generality of the foregoing, the rights of the Note Collateral Agent and the holders of the Note Obligations set forth herein relating to (i) the release of or realization upon Collateral that is subject to Liens

granted under the First Lien Documents, (ii) amendments to or waivers in respect of this Pledge Agreement or any other Note Obligation Document, (iii) the exercise of remedies with respect to Collateral that is subject to Liens granted under the First Lien Documents, (iv) the right to receive, hold and apply Proceeds that are subject to Liens granted under the First Lien Documents and
(v) all other matters addressed herein are granted subject to, and shall be exercised in accordance with, the terms of the Collateral Agency Agreement. The terms of this Section 2(b) shall not prevent the Note Collateral Agent from taking such actions or reasonably requesting the Pledgor to take such actions as are necessary to perfect or maintain the perfection of the Note Collateral Agent's security interest in the Collateral, nor shall such terms mitigate the Pledgor's obligations hereunder to take such actions, provide such information and deliver such documents, instruments and certificates as may be necessary to perfect or maintain the perfection of such security interest.

3. Stock Powers. Unless such stock power previously has been delivered to the Controlling Collateral Agent, the Pledgor shall deliver an undated stock power covering each certificate representing one or more shares of Pledged Stock concurrently with the delivery to the Controlling Collateral Agent of such certificate, duly executed in blank by the Pledgor with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed.

4. Representations and Warranties. The Pledgor represents and warrants to the Note Collateral Agent that:

(a) the shares of Pledged Stock of each Issuer listed on Schedule 1, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, constitute all of the issued and outstanding shares of all classes of the capital stock of such Issuer;

(b) all the shares of the Pledged Stock have been duly authorized and validly issued and are fully paid and nonassessable;

(c) the Pledgor is the record and beneficial owner of, and has good title to, the Pledged Stock listed on Schedule I, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens;

(d) upon delivery to the Controlling Collateral Agent of the stock certificates evidencing the Pledged Stock, and the filing of a UCC-1 financing statement in the filing office in which a secured party would be required to file a financing statement under the UCC in order to perfect its security interest in Investment Property, the Lien granted pursuant to this Pledge Agreement will constitute a valid, perfected second priority Lien on the Collateral subject to the Lien of a securities intermediary or commodities intermediary (as each such term is defined in the UCC), if any, in Investment Property and subject to other Permitted Liens, and enforceable as such against all creditors of the Pledgor and any Persons purporting to purchase any Collateral from the Pledgor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles;

(e) no Default or Event of Default has occurred and is continuing on the date hereof and no Default or Event of Default will occur as a result of consummation of the transactions contemplated hereby; and

(f) the pledge of the Collateral pursuant to this Pledge Agreement does not violate Regulations T, U or X of the Federal Reserve Board or any successors to such regulations as of the date hereof.

5. Covenants. The Pledgor covenants and agrees with the Note Collateral Agent that, from and after the date of this Pledge Agreement until the Termination Date:

(a) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), hold the same in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), and deliver the same forthwith to the Controlling Collateral Agent in the exact form received, duly indorsed by the Pledgor to the Controlling Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed, to be held by the Controlling Collateral Agent, subject to the terms hereof and the terms of the Collateral Agency Agreement, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations). Except as otherwise permitted by the Indenture, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer and any sums paid in connection with the redemption of, or in exchange for, collateral, shall be paid over to the Controlling Collateral Agent for deposit by it in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Controlling Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), subject to the terms of the Collateral Agency Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Controlling Collateral Agent, hold such money or property in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), subject to the Collateral Agency Agreement, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

(b) The Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer 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 which in any such case would be in violation of the terms of the Indenture, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral in violation of the terms of the Indenture, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement and Permitted Liens. The Pledgor will defend the right, title and interest of the Note Collateral Agent and the holders of the Note Obligations in and to the Collateral against the claims and demands of all Persons whomsoever, other than in the case of Permitted Liens.

(c) At any time and from time to time, upon the written request of the Note Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as may be necessary or that the Note Collateral Agent may reasonably request for the purposes of perfecting or protecting any security interest granted hereby or to enable the Note Collateral Agent to obtain or preserve the full benefits of this Pledge Agreement and of the rights and powers herein granted.

(d) The Pledgor agrees to pay, and to save the Note Collateral Agent and the holders of the Note Obligations harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.

6. Dividends; Voting Rights. Unless a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice to the Pledgor of the Controlling Collateral Agent's intent to exercise its corresponding rights pursuant to paragraph 7 (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), the Pledgor shall be permitted to receive all dividends (whether in cash or evidenced by a note or chattel paper but other than stock dividends) free of the Lien created by this Pledge Agreement, to the extent that such dividends are permitted under the Indenture, in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Controlling Collateral Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Pledge Agreement or the Indenture.

7. Rights of the Controlling Collateral Agent and the Holders of the Note Obligations. (a) If a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice of its intent to exercise such rights to the Pledgor (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required),
(i) the Controlling Collateral Agent shall have the right to receive any and all dividends (whether in cash or evidenced by a note or chattel paper) paid in respect of the Pledged Stock and shall, pursuant to the Collateral Agency Agreement, deposit the proceeds of such cash dividends in the Collateral Account, until such monies are disbursed in accordance

with the Collateral Agency Agreement, and (ii) all shares of the Pledged Stock shall be registered in the name of the Controlling Collateral Agent or its nominee, and the Controlling Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the Issuers or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuers, or upon the exercise by the Pledgor or the Controlling Collateral Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Controlling Collateral Agent shall have no duty to the Pledgor 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 Controlling Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph 7(a)(ii) and to receive the dividends and distributions which it is authorized to receive and retain pursuant to paragraph 7(a)(i), the Pledgor shall, if necessary, upon written notice from the Controlling Collateral Agent (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), from time to time execute and deliver (or cause to be executed and delivered) to the Controlling Collateral Agent all such proxies, dividend payment orders and other instruments as the Controlling Collateral Agent may reasonably request.

(c) The rights of the Note Collateral Agent and the holders of the Note Obligations hereunder shall not be conditioned or contingent upon the pursuit by the Note Collateral Agent or any holder of the Note Obligations of any right or remedy against the Issuers or against any other Person which may be or become liable in respect of all or any part of the Note Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Note Collateral Agent nor any holder of the Note Obligations shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Note Collateral Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

8. Remedies. If a Notice of an Actionable Event shall have been given and remains outstanding, the Controlling Collateral Agent, on behalf of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), may exercise, in addition to all other rights and remedies granted in this Pledge Agreement and in any other instrument or agreement securing, evidencing or relating to the Note Obligations, but subject to the terms of the Collateral Agency Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Controlling 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 the Pledgor, the Issuers 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, but subject to the terms of the Collateral Agency Agreement, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of the Controlling Collateral Agent 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. The Controlling Collateral Agent or any holder of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations) shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in the Pledgor, which right or equity is hereby waived or released. The Controlling Collateral Agent shall, pursuant to the Collateral Agency Agreement, deposit any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement. In the absence of gross negligence or willful misconduct, neither the Controlling Collateral Agent nor any holder of Note Obligations shall be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the Pledged Stock and the other Collateral of any nature or kind or any matter or proceeding arising out of or related thereto, but the same shall be at the Pledgor's sole risk at all times. The Pledgor hereby releases the Controlling Collateral Agent, the Note Collateral Agent, and the holders of Note Obligations from any claims, causes of action and demands at any time arising out of or with respect to this Pledge Agreement, the Pledged Stock and the other Collateral and/or any actions taken or omitted to be taken by the Controlling Collateral Agent, the Note Collateral Agent, and/or the holders of Note Obligations with respect thereto and the Pledgor hereby agrees to hold the Controlling Collateral Agent, the Note Collateral Agent, and/or such holder of Note Obligations, as the case may be, harmless from and with respect to any and all such claims, causes of action and demands, except in the case of the Controlling Collateral Agent, the Note Collateral Agent, or any holder of Note Obligations, to the extent of any gross negligence or willful misconduct on the part of the Controlling Collateral Agent, the Note Collateral Agent, or such holder of Note Obligations, as the case may be, subject in each case to the terms of the Collateral Agency Agreement. 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. All waivers by the Pledgor of rights (including rights to notice), and all rights and remedies afforded the Controlling Collateral Agent herein, and all other provisions of this Pledge Agreement, are expressly made subject to any applicable mandatory provisions of law limiting, or imposing conditions (including conditions as to reasonableness) upon, such waivers or the effectiveness thereof or any such rights and remedies. Any sale or other disposition of the Collateral and the possession thereof by the Controlling Collateral Agent shall be in compliance with all provisions of applicable law (including applicable securities laws and applicable provisions of the UCC). The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Note Obligations and the reasonable fees and disbursements of any attorneys employed by the Controlling Collateral

Agent, the Note Collateral Agent or any holder of the Note Obligations to collect such deficiency.

9. Registration Rights; Private Sales. (a) If the Controlling Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, and if in the opinion of the Controlling Collateral Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Issuers to (i) execute and deliver, and use its best efforts to cause the directors and officers of the Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Controlling Collateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Controlling Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to cause the Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions (including foreign jurisdictions) which the Controlling Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) The Pledgor recognizes that the Controlling Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will 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. The Pledgor 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 Controlling Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuers to register such securities for public sale under the Securities Act, or under applicable state or foreign securities laws, even if the Issuers would agree to do so.

(c) The Pledgor further 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 Stock pursuant to this paragraph 9 valid and binding and in compliance with any and all other applicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this paragraph 9 will cause irreparable injury to the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations, that the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this paragraph 9 shall, subject to the Collateral Agency Agreement, be

specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants (to the extent permitted by applicable law) except for a defense that no Actionable Event or Bankruptcy Event of Default had occurred and was continuing at the time the Controlling Collateral Agent gave notice pursuant to paragraph 7(a) hereof.

10. Amendments, etc. with Respect to the Note Obligations. The Pledgor shall remain obligated hereunder, and the Collateral shall remain subject to the Lien granted hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice to or further assent by the Pledgor, any demand for payment of any of the Note Obligations made by the Note Collateral Agent or any holder thereof may be rescinded by the Note Collateral Agent or such holder, and any of the Note Obligations continued, and the Note Obligations, or the liability of the Pledgor or any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Note Collateral Agent or any holder of the Note Obligations, and the Note Obligation Documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or part, in accordance with the provisions of the Indenture and the Collateral Agency Agreement, and any guarantee, right of offset or other collateral security at any time held by the Note Collateral Agent or any holder of the Note Obligations for the payment of the Note Obligations may be sold, exchanged, waived, surrendered or released. Neither the Note Collateral Agent nor any holder of the Note Obligations shall have any obligation to protect, secure, perfect or insure this or any other Lien at any time held by it as security for the Note Obligations or any property subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Note Obligations and notice of or proof of reliance by the Note Collateral Agent or any holder of the Note Obligations upon this Pledge Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Issuer or the Pledgor with respect to the Note Obligations.

11. Limitation on Duties Regarding Collateral. The Note Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Note Collateral Agent deals with similar securities and property for its own account. Neither the Note Collateral Agent, any holder of the Note Obligations nor any of their respective directors, officers, employees, agents or advisors shall be liable for failure to demand, collect or realize upon any of the 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 the Pledgor or otherwise.

12. Powers Coupled with an Interest. All authorizations and agencies herein contained with respect to the Collateral are irrevocable and constitute powers coupled with an interest.

13. Severability. Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and

any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. Attorney-in-Fact. Pledgor does hereby constitute the Note Collateral Agent, its successors and assigns, such Pledgor's true and lawful attorney, irrevocably, with full power (in the name of Pledgor or otherwise) to file any claims or take any action (in law or equity or as otherwise deemed appropriate by the Note Collateral Agent) which the Note Collateral Agent may deem reasonably necessary or advisable in the premises to protect its security interest pursuant to this Pledge Agreement but only after a Notice of an Actionable Event has been given and remains outstanding or after Pledgor has failed to take such action within a reasonable time after request therefor and in each case subject to the terms of the Collateral Agency Agreement. The Pledgor also hereby authorizes the Note Collateral Agent to file any financing or continuation statements which the Note Collateral Agent in its sole and reasonable discretion shall determine to be necessary, without the signature of the Pledgor to the extent permitted by applicable law. The Note Collateral Agent shall send a copy of each such financing or continuation statement to the Pledgor. A carbon, photographic or other reproduction of this Pledge Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

15. Paragraph Headings. The paragraph headings used in this Pledge Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

16. No Waiver; Cumulative Remedies. Neither the Note Collateral Agent nor any holder of the Note Obligations shall by any act (except as provided in paragraph 17 hereof) be deemed to have waived any right or remedy hereunder or to have acquiesced in any Actionable Event or Bankruptcy Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Note Collateral Agent or any holder of the Note Obligations, 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 Note Collateral Agent or any holder of the Note Obligations of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Note Collateral Agent or such holder of the Note Obligations 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.

17. Waivers and Amendments; Successors and Assigns. None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise modified except in accordance with the terms of the Indenture and the Collateral Agency Agreement. Without limiting the generality of the foregoing, amendments, waivers and consents effected in respect of certain provisions of the First Lien Documents shall, upon their effectiveness but only to the extent provided in the Collateral Agency Agreement, apply with equal force to the comparable provisions of this Pledge Agreement and become effective with respect thereto without the consent of or any other action on the part of any Person. This Pledge Agreement shall be binding upon the successors and assigns of the Pledgor and shall inure to the

benefit of the Controlling Collateral Agent, the Note Collateral Agent and the holders of the Note Obligations and their respective successors and assigns.

18. GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

19. Notices. Notices by the Note Collateral Agent to the Pledgor or any Issuer may be given by mail, hand delivery or by facsimile transmission, addressed or transmitted to the Pledgor, Note Collateral Agent and to any Issuer, respectively, as follows:

if to the Pledgor:

625 Madison Avenue
New York, New York 10022

Attention: Senior Vice President and General Counsel Facsimile: 212-527-5693;

if to the Note Collateral Agent:

Wilmington Trust Company

Rodney Square North
1100 N. Market Street
Wilmington, DE 19890
Attention: Corporate Trust Administration Facsimile: 302-651-7772; and

if to the Issuer at its address or transmission number set forth under its signature on the Acknowledgement and Consent attached hereto and shall be effective (a) in the case of mail or hand delivery, when delivered, and (b) in the case of facsimile notices, when sent. The Pledgor and any Issuer may change their respective addresses and transmission numbers by written notice to the Note Collateral Agent.

20. Irrevocable Authorization and Instruction to Issuers. The Pledgor hereby authorizes and instructs any Issuer to comply with any instruction received by it from the Controlling Collateral Agent in writing that (a) states that a Notice of an Actionable Event has been given and is outstanding and (b) is otherwise in accordance with the terms of this Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that any Issuer shall be fully protected in so complying.

21. Authority of Administrative Agent. The Pledgor acknowledges that the rights and responsibilities of the Note Collateral Agent under this Pledge Agreement with respect to any action taken by the Note Collateral Agent or the exercise or non-exercise by the Note Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Note Collateral Agent and the holders of the Note Obligations, be governed by the Indenture and by the Collateral Agency Agreement, but, as between the Note Collateral Agent and the Pledgor, the

Note Collateral Agent shall be conclusively presumed to be acting with full and valid authority so to act or refrain from acting, and neither the Pledgor nor any Issuer shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

22. Release of Collateral and Termination. The Collateral shall be released from the Lien created hereby, and this Pledge Agreement and all obligations of the Note Collateral Agent and the Pledgor hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to be duly executed and delivered as of the date first above written.

REVLON CONSUMER PRODUCTS CORPORATION

By: /s/ Michael T. Sheehan
    --------------------------------
    Name: Michael Sheehan
    Title: Vice President

WILMINGTON TRUST COMPANY,
as Note Collateral Agent

By: /s/ James P. Lawler
    --------------------------------
    Name: James P. Lawler
    Title: Vice President

ACKNOWLEDGEMENT AND CONSENT

Each of the undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

ALMAY, INC.
CARRINGTON PARFUMS LTD.
CHARLES REVSON INC.
CHARLES OF THE RITZ GROUP LTD.
COSMETICS & MORE, INC.
NORTH AMERICA REVSALE INC.
PACIFIC FINANCE & DEVELOPMENT CORP.
PPI TWO CORPORATION
PRESTIGE FRAGRANCES, LTD.
REVLON CONSUMER CORP.
REVLON GOVERNMENT SALES, INC.
REVLON INTERNATIONAL CORPORATION
REVLON PRODUCTS CORP.
REVLON REAL ESTATE CORPORATION
RIROS CORPORATION

By: /s/ Michael T. Sheehan
    --------------------------------
    Name:  Michael Sheehan
    Title: Assistant Secretary

Address for Notices:

c/o Revlon, Inc.
625 Madison Avenue
New York, New York 10022
Attn: Senior Vice President and
General Counsel
Facsimile: (212) 527-5693

                                                                                Stock
                                                                  Class of      Cert.             No. of
Issuer                                                            Stock*        No.               Shares
------                                                            ------        ---               ------

------------------------------------------------------------------------------------------------------------
Almay, Inc.                                                                       1                 1,000
------------------------------------------------------------------------------------------------------------
Carrington Parfums Ltd.                                                           2                     1
------------------------------------------------------------------------------------------------------------
Charles of the Ritz Group Ltd.                                                    4                     1
------------------------------------------------------------------------------------------------------------
Charles Revson Inc.                                                               2                     5
------------------------------------------------------------------------------------------------------------
Cosmetics & More Inc.                                                             1                 1,000
------------------------------------------------------------------------------------------------------------
North America Revsale Inc.                                                        2                    10
------------------------------------------------------------------------------------------------------------
Pacific Finance & Development Corp.                                               2                    50
------------------------------------------------------------------------------------------------------------
PPI Two Corporation                                                               6                     1
------------------------------------------------------------------------------------------------------------
Prestige Fragrances, Ltd.                                                         12                1,000
------------------------------------------------------------------------------------------------------------
Revlon Consumer Corp. (f/k/a Inspirations Inc.)                                   1                 1,000
------------------------------------------------------------------------------------------------------------
Revlon Government Sales, Inc.                                                     3                    10
------------------------------------------------------------------------------------------------------------
Revlon International Corporation                                                  4                 2,400
------------------------------------------------------------------------------------------------------------
Revlon Products Corp.                                                             1                 1,000
------------------------------------------------------------------------------------------------------------
Revlon Real Estate Corporation                                                    1                 1,000
------------------------------------------------------------------------------------------------------------
RIROS Corporation                                                                 1                    10
------------------------------------------------------------------------------------------------------------

EXHIBIT 4.4

SUBSIDIARY PLEDGE AGREEMENT (DOMESTIC)
(NOTE OBLIGATIONS)

PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2001, made by RIROS CORPORATION, a New York corporation (the "Pledgor"), in favor of WILMINGTON TRUST COMPANY, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent"), for the holders of the Note Obligations (as hereinafter defined).

WHEREAS, the Pledgor has guaranteed (the "Indenture Guarantee") the obligations of Revlon Consumer Products Corporation (the "Company") under the Indenture, dated as of November 26, 2001, among the Company, the Guarantors identified on the signature pages thereto and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), providing for the issuance of 12% Senior Secured Notes Due 2005 of the Company; and

WHEREAS, the Pledgor is a party to a Subsidiaries Guarantee (the "Bank Guarantee") referred to in the Second Amended and Restated Credit Agreement entered into by the Company on the date hereof; and

WHEREAS, (i) to secure the Pledgor's guarantee of the Bank Obligations (as defined below) pursuant to the Bank Guarantee, the Pledgor has granted to the Administrative Agent (as defined below), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Collateral (as defined below) (the "First Pledge Lien") and (ii) to secure the Pledgor's guarantee of the Note Obligations pursuant to the Indenture Guarantee, the Pledgor now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein).

NOW, THEREFORE, the Pledgor agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations as follows:

1. Defined Terms. The following terms shall have the following meanings:

"Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Administrative Agent" has the meaning assigned such term in the Collateral Agency Agreement.

"Bank Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Bankruptcy Event of Default" has the meaning assigned to such term in the Collateral Agency Agreement.

"Collateral" means all of the Pledgor's right, title and interest, whether now owned or hereafter acquired, in the Pledged Stock, all Investment Property and all Proceeds with respect thereto.

"Collateral Account" has the meaning assigned such term in the Collateral Agency Agreement.

"Collateral Agency Agreement" means the Amended and Restated Collateral Agency Agreement, dated as of May 30, 1997 and as further amended and restated as of the date hereof, among the Pledgor, JPMorgan Chase Bank, as bank agent, the Administrative Agent, the Trustee and the Note Collateral Agent, as the same may be amended, supplemented or otherwise modified from time to time.

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

"Controlling Collateral Agent" means (i) with respect to Collateral that is also subject to Liens granted under any First Lien Document: at all times prior to the First Pledge Lien Termination Date, the Administrative Agent and, thereafter, the Note Collateral Agent; and (ii) with respect to Collateral that is not subject to any Lien granted under any First Lien Document: at all times, the Note Collateral Agent.

"Excluded Entities" means Madison (Services) Pty. Ltd.; Revlon (Aust.) Services Pty. Ltd.; Revlon Professional Holding Company LLC; Revlon Pension Trustee Company (U.K.) Limited; and Revlon (Maesteg) Pension Trustee Company Limited.

"First Lien Documents" has the meaning assigned such term in the Collateral Agency Agreement.

"First Lien Termination Date" has the meaning assigned such term in the Collateral Agency Agreement.

"First Pledge Lien" has the meaning assigned such term in the recitals hereto.

"First Pledge Lien Termination Date" means either (a) the date on which the First Pledge Lien is released in accordance with the terms of the Collateral Agency Agreement or (b) the date on which all Bank Obligations are Fully Satisfied (as defined in the Collateral Agency Agreement), whichever shall first occur; provided, however, that if a First Lien Termination Date is deemed not to have occurred under Section 5.2(f) of the Collateral Agency Agreement, any First Pledge Lien Termination Date that has occurred shall likewise be deemed not to have occurred, and such event shall be governed by the terms and provisions of
Section 5.2(f) of the Collateral Agency Agreement.

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

"Guarantee Obligations" means the obligations of the Pledgor under the Indenture Guarantee.

"Investment Property" shall mean the collective reference to (a) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC which is located in, created in or arises or exists under the laws of the United States or any State thereof and (b) whether or not constituting "investment property" as so defined, all Pledged Stock; provided, that in no event shall Investment Property include (i) any "investment property" as so defined held by the Pledgor in respect of its obligations pursuant to any employee benefit, welfare or pension plan or similar arrangement of the Pledgor or any of its Subsidiaries, or (ii) the capital stock or other equity interests of any Excluded Entity.

"Liens" has the meaning assigned such term in the Indenture.

"Note Collateral Agent" means Wilmington Trust Company and any successors thereof appointed in accordance with the terms of the Collateral Agency Agreement, in each case as collateral agent for the holders of the Note Obligations.

"Note Obligation Document" has the meaning assigned such term in the Collateral Agency Agreement.

"Note Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Notice of an Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Permitted Liens" has the meaning assigned such term in the Indenture.

"Person" has the meaning assigned such term in the Indenture.

"Pledge Agreement" means this Pledge and Security Agreement, as amended, supplemented or otherwise modified from time to time.

"Pledged Stock" means the shares of capital stock of the Issuers listed on Schedule 1 hereto, together with the stock certificates representing such shares, or stock dividends, options, warrants or rights of any nature whatsoever that may be received or receivable by or otherwise distributed to the Pledgor in respect of or in exchange for any or all of such shares while this Pledge Agreement is in effect.

"Proceeds" means all "proceeds" as such term is defined in Section 9-102(a)(64) of the UCC on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock, collections thereon or distributions with respect thereto.

"Requirements of Law" means the Certificate of Incorporation and By-Laws or other organizational or governing documents of the Pledgor, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon the Pledgor or any of its material property or to which the Pledgor or any of its material property is subject.

"Secured Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Subsidiary": as defined in the Indenture.

"Termination Date" means the earlier of (a) the date on which, pursuant to
Section 8 of the Collateral Agency Agreement, the Note Collateral Agent is required to release its security interest in all collateral security pledged or otherwise granted to it by the Pledgor pursuant to this Pledge Agreement, or (b) the date on which the Indenture Obligations have been Fully Satisfied (each as defined in the Collateral Agency Agreement), whichever shall first occur.

"UCC" means the Uniform Commercial Code from time to time in effect in the State of New York.

2. Grant of Security Interest; Collateral Agency Agreement Controls.

(a) Grant. The Pledgor hereby pledges to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, and delivers (or has delivered) to the Controlling Collateral Agent, for the benefit of the holders of the Note Obligations and the other Secured Obligations, all the Pledged Stock and hereby grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantee Obligations. Notwithstanding anything to the contrary contained herein, the Collateral described herein shall constitute collateral security only for those Guarantee Obligations with respect to which the Proceeds of such Collateral are applied pursuant to Section 4.2(b) (or, if applicable, 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Collateral only to the extent of such Guarantee Obligations.

(b) Collateral Agency Agreement Controls. Notwithstanding anything to the contrary contained in this Pledge Agreement but subject to the last sentence of this Section 2(b), all of the rights and obligations of the parties hereto set forth herein are subject to the terms of the Collateral Agency Agreement, which shall be controlling. Without limiting the generality of the foregoing, the rights of the Note Collateral Agent and the holders of the Note Obligations set forth herein relating to (i) the release of or realization upon Collateral that is subject to Liens granted under the First Lien Documents, (ii) amendments to or waivers in respect of this Pledge

Agreement or any other Note Obligation Document, (iii) the exercise of remedies with respect to Collateral that is subject to Liens granted under the First Lien Documents, (iv) the right to receive, hold and apply Proceeds that are subject to Liens granted under the First Lien Documents and (v) all other matters addressed herein are granted subject to, and shall be exercised in accordance with, the terms of the Collateral Agency Agreement. The terms of this Section 2(b) shall not prevent the Note Collateral Agent from taking such actions or reasonably requesting the Pledgor to take such actions as are necessary to perfect or maintain the perfection of the Note Collateral Agent's security interest in the Collateral, nor shall such terms mitigate the Pledgor's obligations hereunder to take such actions, provide such information and deliver such documents, instruments and certificates as may be necessary to perfect or maintain the perfection of such security interest.

3. Stock Powers. Unless such stock power previously has been delivered to the Controlling Collateral Agent, the Pledgor shall deliver an undated stock power covering each certificate representing one or more shares of Pledged Stock concurrently with the delivery to the Controlling Collateral Agent of such certificate, duly executed in blank by the Pledgor with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed.

4. Representations and Warranties. The Pledgor represents and warrants to the Note Collateral Agent that:

(a) the Pledgor has the corporate power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the Lien on the Collateral pursuant to this Pledge Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of, and grant of the Lien on the Collateral pursuant to this Pledge Agreement;

(b) this Pledge Agreement constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles;

(c) the execution, delivery and performance of this Pledge Agreement will not violate any Contractual Obligation or material Requirement of Law of the Pledgor and will not result in the creation or imposition of any Liens on any of the properties or assets of the Pledgor pursuant to the provisions of any Contractual Obligation, except as contemplated hereby;

(d) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of the Pledgor), is required in connection with the execution, delivery, performance, validity or enforceability of this Pledge Agreement, except for UCC-1 financing statement filings with the appropriate Governmental Authorities and such consents which have already been obtained;

(e) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Pledgor, threatened against the

Pledgor or against any of its properties or assets with respect to this Pledge Agreement or any of the transactions contemplated hereby;

(f) the shares of Pledged Stock of each Issuer listed on Schedule 1, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, constitute all of the issued and outstanding shares of all classes of the capital stock of such Issuer;

(g) all the shares of the Pledged Stock have been duly authorized and validly issued and are fully paid and nonassessable;

(h) the Pledgor is the record and beneficial owner of, and has good title to, the Pledged Stock listed on Schedule I, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens;

(i) upon delivery to the Controlling Collateral Agent of the stock certificates evidencing the Pledged Stock, and the filing of a UCC-1 financing statement in the filing office in which a secured party would be required to file a financing statement under the UCC in order to perfect its security interest in Investment Property, the Lien granted pursuant to this Pledge Agreement will constitute a valid, perfected second priority Lien on the Collateral subject to the Lien of a securities intermediary or commodities intermediary (as each such term is defined in the UCC), if any, in Investment Property and subject to other Permitted Liens, and enforceable as such against all creditors of the Pledgor and any Persons purporting to purchase any Collateral from the Pledgor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles;

(j) no Default or Event of Default has occurred and is continuing on the date hereof and no Default or Event of Default will occur as a result of consummation of the transactions contemplated hereby; and

(k) the pledge of the Collateral pursuant to this Pledge Agreement does not violate Regulations T, U or X of the Federal Reserve Board or any successors to such regulations as of the date hereof.

5. Covenants. The Pledgor covenants and agrees with the Note Collateral Agent that, from and after the date of this Pledge Agreement until the Termination Date:

(a) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the

Note Obligations), hold the same in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), and deliver the same forthwith to the Controlling Collateral Agent in the exact form received, duly indorsed by the Pledgor to the Controlling Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed, to be held by the Controlling Collateral Agent, subject to the terms hereof and the terms of the Collateral Agency Agreement, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations). Except as otherwise permitted by the Indenture, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer and any sums paid in connection with the redemption of, or in exchange for, collateral, shall be paid over to the Controlling Collateral Agent for deposit by it in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Controlling Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations), subject to the terms of the Collateral Agency Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Controlling Collateral Agent, hold such money or property in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), subject to the Collateral Agency Agreement, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations).

(b) The Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer 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 which in any such case would be in violation of the terms of the Indenture, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral in violation of the terms of the Indenture, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement and Permitted Liens. The Pledgor will defend the right, title and interest of the Note Collateral Agent and the holders of the Note Obligations in and to the Collateral against the claims and demands of all Persons whomsoever, other than in the case of Permitted Liens.

(c) At any time and from time to time, upon the written request of the Note Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as may be necessary or that the Note Collateral Agent may reasonably request for the purposes of perfecting or protecting any security interest granted hereby or to enable the Note Collateral

Agent to obtain or preserve the full benefits of this Pledge Agreement and of the rights and powers herein granted.

(d) The Pledgor agrees to pay, and to save the Note Collateral Agent and the holders of the Note Obligations harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.

6. Dividends; Voting Rights. Unless a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice to the Pledgor of the Controlling Collateral Agent's intent to exercise its corresponding rights pursuant to paragraph 7 (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), the Pledgor shall be permitted to receive all dividends (whether in cash or evidenced by a note or chattel paper but other than stock dividends) free of the Lien created by this Pledge Agreement, to the extent that such dividends are permitted under the Indenture, in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Controlling Collateral Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Pledge Agreement or the Indenture.

7. Rights of the Controlling Collateral Agent and the Holders of the Note Obligations. (a) If a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice of its intent to exercise such rights to the Pledgor (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required),
(i) the Controlling Collateral Agent shall have the right to receive any and all dividends (whether in cash or evidenced by a note or chattel paper) paid in respect of the Pledged Stock and shall, pursuant to the Collateral Agency Agreement, deposit the proceeds of such cash dividends in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and (ii) all shares of the Pledged Stock shall be registered in the name of the Controlling Collateral Agent or its nominee, and the Controlling Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the Issuers or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuers, or upon the exercise by the Pledgor or the Controlling Collateral Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Controlling Collateral Agent shall have no duty to the Pledgor 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 Controlling Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph 7(a)(ii) and to receive the dividends and distributions which it is authorized to receive and retain pursuant to paragraph 7(a)(i), the Pledgor shall, if necessary, upon written notice from the Controlling Collateral Agent (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), from time to time execute and deliver (or cause to be executed and delivered) to the Controlling Collateral Agent all such proxies, dividend payment orders and other instruments as the Controlling Collateral Agent may reasonably request.

(c) The rights of the Note Collateral Agent and the holders of the Note Obligations hereunder shall not be conditioned or contingent upon the pursuit by the Note Collateral Agent or any holder of the Note Obligations of any right or remedy against the Issuers or against any other Person which may be or become liable in respect of all or any part of the Note Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Note Collateral Agent nor any holder of the Note Obligations shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Note Collateral Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

8. Remedies. If a Notice of an Actionable Event shall have been given and remains outstanding, the Controlling Collateral Agent, on behalf of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), may exercise, in addition to all other rights and remedies granted in this Pledge Agreement and in any other instrument or agreement securing, evidencing or relating to the Guarantee Obligations, but subject to the terms of the Collateral Agency Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Controlling 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 the Pledgor, the Issuers 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, but subject to the terms of the Collateral Agency Agreement, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of the Controlling Collateral Agent 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. The Controlling Collateral Agent or any holder of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations) shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in the Pledgor, which right or equity is hereby waived or released. The Controlling Collateral Agent shall, pursuant to the Collateral Agency Agreement, deposit any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, in the Collateral Account, until such monies are disbursed in accordance with the Collateral

Agency Agreement. In the absence of gross negligence or willful misconduct, neither the Controlling Collateral Agent nor any holder of Note Obligations shall be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the Pledged Stock and the other Collateral of any nature or kind or any matter or proceeding arising out of or related thereto, but the same shall be at the Pledgor's sole risk at all times. The Pledgor hereby releases the Controlling Collateral Agent, the Note Collateral Agent, and the holders of Note Obligations from any claims, causes of action and demands at any time arising out of or with respect to this Pledge Agreement, the Pledged Stock and the other Collateral and/or any actions taken or omitted to be taken by the Controlling Collateral Agent, the Note Collateral Agent, and/or the holders of Note Obligations with respect thereto and the Pledgor hereby agrees to hold the Controlling Collateral Agent, the Note Collateral Agent, and/or such holder of Note Obligations, as the case may be, harmless from and with respect to any and all such claims, causes of action and demands, except in the case of the Controlling Collateral Agent, the Note Collateral Agent, or any holder of Note Obligations, to the extent of any gross negligence or willful misconduct on the part of the Controlling Collateral Agent, the Note Collateral Agent, or such holder of Note Obligations, as the case may be, subject in each case to the terms of the Collateral Agency Agreement. 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. All waivers by the Pledgor of rights (including rights to notice), and all rights and remedies afforded the Controlling Collateral Agent herein, and all other provisions of this Pledge Agreement, are expressly made subject to any applicable mandatory provisions of law limiting, or imposing conditions (including conditions as to reasonableness) upon, such waivers or the effectiveness thereof or any such rights and remedies. Any sale or other disposition of the Collateral and the possession thereof by the Controlling Collateral Agent shall be in compliance with all provisions of applicable law (including applicable securities laws and applicable provisions of the UCC). The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Guarantee Obligations and the reasonable fees and disbursements of any attorneys employed by the Controlling Collateral Agent, the Note Collateral Agent or any holder of the Note Obligations to collect such deficiency.

9. Registration Rights; Private Sales. (a) If the Controlling Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, and if in the opinion of the Controlling Collateral Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Issuers to (i) execute and deliver, and use its best efforts to cause the directors and officers of the Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Controlling Collateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Controlling Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to cause the Issuers to comply with the provisions of the

securities or "Blue Sky" laws of any and all jurisdictions (including foreign jurisdictions) which the Controlling Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) The Pledgor recognizes that the Controlling Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will 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. The Pledgor 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 Controlling Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuers to register such securities for public sale under the Securities Act, or under applicable state or foreign securities laws, even if the Issuers would agree to do so.

(c) The Pledgor further 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 Stock pursuant to this paragraph 9 valid and binding and in compliance with any and all other applicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this paragraph 9 will cause irreparable injury to the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations, that the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this paragraph 9 shall, subject to the Collateral Agency Agreement, be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants (to the extent permitted by applicable law) except for a defense that no Actionable Event or Bankruptcy Event of Default had occurred and was continuing at the time the Controlling Collateral Agent gave notice pursuant to paragraph 7(a) hereof.

10. Amendments, etc. with Respect to the Note Obligations. The Pledgor shall remain obligated hereunder, and the Collateral shall remain subject to the Lien granted hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice to or further assent by the Pledgor, any demand for payment of any of the Note Obligations made by the Note Collateral Agent or any holder thereof may be rescinded by the Note Collateral Agent or such holder, and any of the Note Obligations continued, and the Note Obligations, or the liability of the Pledgor or any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Note Collateral Agent or any holder of the Note Obligations, and the Note Obligation Documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or part, in accordance with the provisions of the Indenture and the Collateral Agency Agreement, and any

guarantee, right of offset or other collateral security at any time held by the Note Collateral Agent or any holder of the Note Obligations for the payment of the Note Obligations may be sold, exchanged, waived, surrendered or released. Neither the Note Collateral Agent nor any holder of the Note Obligations shall have any obligation to protect, secure, perfect or insure this or any other Lien at any time held by it as security for the Note Obligations or any property subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Note Obligations and notice of or proof of reliance by the Note Collateral Agent or any holder of the Note Obligations upon this Pledge Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Issuer or the Pledgor with respect to the Note Obligations.

11. Limitation on Duties Regarding Collateral. The Note Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Note Collateral Agent deals with similar securities and property for its own account. Neither the Note Collateral Agent, any holder of the Note Obligations nor any of their respective directors, officers, employees, agents or advisors shall be liable for failure to demand, collect or realize upon any of the 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 the Pledgor or otherwise.

12. Powers Coupled with an Interest. All authorizations and agencies herein contained with respect to the Collateral are irrevocable and constitute powers coupled with an interest.

13. Severability. Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. Attorney-in-Fact. Pledgor does hereby constitute the Note Collateral Agent, its successors and assigns, such Pledgor's true and lawful attorney, irrevocably, with full power (in the name of Pledgor or otherwise) to file any claims or take any action (in law or equity or as otherwise deemed appropriate by the Note Collateral Agent) which the Note Collateral Agent may deem reasonably necessary or advisable in the premises to protect its security interest pursuant to this Pledge Agreement but only after a Notice of an Actionable Event has been given and remains outstanding or after Pledgor has failed to take such action within a reasonable time after request therefor and in each case subject to the terms of the Collateral Agency Agreement. The Pledgor also hereby authorizes the Note Collateral Agent to file any financing or continuation statements which the Note Collateral Agent in its sole and reasonable discretion shall determine to be necessary, without the signature of the Pledgor to the extent permitted by applicable law. The Note Collateral Agent shall send a copy of each such financing or continuation statement to the Pledgor. A carbon, photographic or other reproduction of this Pledge Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

15. Paragraph Headings. The paragraph headings used in this Pledge Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

16. No Waiver; Cumulative Remedies. Neither the Note Collateral Agent nor any holder of the Note Obligations shall by any act (except as provided in paragraph 17 hereof) be deemed to have waived any right or remedy hereunder or to have acquiesced in any Actionable Event or Bankruptcy Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Note Collateral Agent or any holder of the Note Obligations, 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 Note Collateral Agent or any holder of the Note Obligations of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Note Collateral Agent or such holder of the Note Obligations 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.

17. Waivers and Amendments; Successors and Assigns. None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise modified except in accordance with the terms of the Indenture and the Collateral Agency Agreement. Without limiting the generality of the foregoing, amendments, waivers and consents effected in respect of certain provisions of the First Lien Documents shall, upon their effectiveness but only to the extent provided in the Collateral Agency Agreement, apply with equal force to the comparable provisions of this Pledge Agreement and become effective with respect thereto without the consent of or any other action on the part of any Person. This Pledge Agreement shall be binding upon the successors and assigns of the Pledgor and shall inure to the benefit of the Controlling Collateral Agent, the Note Collateral Agent and the holders of the Note Obligations and their respective successors and assigns.

18. GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

19. Notices. Notices by the Note Collateral Agent to the Pledgor or any Issuer may be given by mail, hand delivery or by facsimile transmission, addressed or transmitted to the Pledgor, Note Collateral Agent and to any Issuer, respectively, as follows:

if to the Pledgor:

625 Madison Avenue
New York, New York 10022

Attention: Senior Vice President and General Counsel Facsimile: 212-527-5693;

if to the Note Collateral Agent:

Wilmington Trust Company

Rodney Square North
1100 N. Market Street
Wilmington, DE 19890
Attention: Corporate Trust Administration Facsimile: 302-651-7772; and

if to the Issuer at its address or transmission number set forth under its signature on the Acknowledgement and Consent attached hereto and shall be effective (a) in the case of mail or hand delivery, when delivered, and (b) in the case of facsimile notices, when sent. The Pledgor and any Issuer may change their respective addresses and transmission numbers by written notice to the Note Collateral Agent.

20. Irrevocable Authorization and Instruction to Issuers. The Pledgor hereby authorizes and instructs any Issuer to comply with any instruction received by it from the Controlling Collateral Agent in writing that (a) states that a Notice of an Actionable Event has been given and is outstanding and (b) is otherwise in accordance with the terms of this Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that any Issuer shall be fully protected in so complying.

21. Authority of Administrative Agent. The Pledgor acknowledges that the rights and responsibilities of the Note Collateral Agent under this Pledge Agreement with respect to any action taken by the Note Collateral Agent or the exercise or non-exercise by the Note Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Note Collateral Agent and the holders of the Note Obligations, be governed by the Indenture and by the Collateral Agency Agreement, but, as between the Note Collateral Agent and the Pledgor, the Note Collateral Agent shall be conclusively presumed to be acting with full and valid authority so to act or refrain from acting, and neither the Pledgor nor any Issuer shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

22. Release of Collateral and Termination. The Collateral shall be released from the Lien created hereby, and this Pledge Agreement and all obligations of the Note Collateral Agent and the Pledgor hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to be duly executed and delivered as of the date first above written.

RIROS CORPORATION

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name:  Michael Sheehan
    Title: Assistant Secretary

WILMINGTON TRUST COMPANY,
as Note Collateral Agent

By: /s/ James P. Lawler
    ------------------------------------
    Name:  James P. Lawler
    Title: Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

RIROS GROUP INC.

By: /s/ Michael T. Sheehan
    -------------------------------------
    Name:  Michael Sheehan
    Title: Assistant Secretary

Address for Notices:

c/o Revlon Consumer Products Corporation
625 Madison Avenue
New York, New York 10022
Attn: Senior Vice President and
General Counsel
Facsimile: (212) 527-5693

                                                 Stock
                             Class of         Certificate          No. of
Issuer                         Stock              No.              Shares
------                         -----              ---              ------

RIROS Group Inc.              Common               1               1,000

EXHIBIT 4.5

SUBSIDIARY PLEDGE AGREEMENT (DOMESTIC)

(NOTE OBLIGATIONS)

PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2001, made by REVLON INTERNATIONAL CORPORATION, a Delaware corporation (the "Pledgor"), in favor of WILMINGTON TRUST COMPANY, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent"), for the holders of the Note Obligations (as hereinafter defined).

WHEREAS, the Pledgor has guaranteed (the "Indenture Guarantee") the obligations of Revlon Consumer Products Corporation (the "Company") under the Indenture, dated as of November 26, 2001, among the Company, the Guarantors identified on the signature pages thereto and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), providing for the issuance of 12% Senior Secured Notes Due 2005 of the Company; and

WHEREAS, the Pledgor is a party to a Subsidiaries Guarantee (the "Bank Guarantee") referred to in the Second Amended and Restated Credit Agreement entered into by the Company on the date hereof; and

WHEREAS, (i) to secure the Pledgor's guarantee of the Bank Obligations (as defined below) pursuant to the Bank Guarantee, the Pledgor has granted to the Administrative Agent (as defined below), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Collateral (as defined below) (the "First Pledge Lien"), and (ii) to secure the Pledgor's guarantee of the Note Obligations pursuant to the Indenture Guarantee, the Pledgor now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein).

NOW, THEREFORE, the Pledgor agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations as follows:

1. Defined Terms. The following terms shall have the following meanings:

"Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Administrative Agent" has the meaning assigned such term in the Collateral Agency Agreement.

"Bank Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Bankruptcy Event of Default" has the meaning assigned to such term in the Collateral Agency Agreement.

"Collateral" means all of the Pledgor's right, title and interest, whether now owned or hereafter acquired, in the Pledged Stock, all Investment Property and all Proceeds with respect thereto.

"Collateral Account" has the meaning assigned such term in the Collateral Agency Agreement.

"Collateral Agency Agreement" means the Amended and Restated Collateral Agency Agreement, dated as of May 30, 1997 and as further amended and restated as of the date hereof, among the Pledgor, JPMorgan Chase Bank, as bank agent, the Administrative Agent, the Trustee and the Note Collateral Agent, as the same may be amended, supplemented or otherwise modified from time to time.

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

"Controlling Collateral Agent" means (i) with respect to Collateral that is also subject to Liens granted under any First Lien Document:
at all times prior to the First Pledge Lien Termination Date, the Administrative Agent and, thereafter, the Note Collateral Agent; and (ii) with respect to Collateral that is not subject to any Lien granted under any First Lien Document: at all times, the Note Collateral Agent.

"Excluded Entities" means Madison (Services) Pty. Ltd.; Revlon (Aust.) Services Pty. Ltd.; Revlon Professional Holding Company LLC; Revlon Pension Trustee Company (U.K.) Limited; and Revlon (Maesteg) Pension Trustee Company Limited.

"First Lien Documents" has the meaning assigned such term in the Collateral Agency Agreement.

"First Lien Termination Date" has the meaning assigned such term in the Collateral Agency Agreement.

"First Pledge Lien" has the meaning assigned such term in the recitals hereto.

"First Pledge Lien Termination Date" means either (a) the date on which the First Pledge Lien is released in accordance with the terms of the Collateral Agency Agreement or (b) the date on which all Bank Obligations are Fully Satisfied (as defined in the Collateral Agency Agreement), whichever shall first occur; provided, however, that if a First Lien Termination Date is deemed not to have occurred under Section 5.2(f) of the Collateral Agency Agreement, any First Pledge Lien Termination Date that has occurred shall likewise be deemed not to have occurred, and such event shall be governed by the terms and provisions of Section 5.2(f) of the Collateral Agency Agreement.

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

"Guarantee Obligations" means the obligations of the Pledgor under the Indenture Guarantee.

"Investment Property" shall mean the collective reference to
(a) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC which is located in, created in or arises or exists under the laws of the United States or any State thereof and (b) whether or not constituting "investment property" as so defined, all Pledged Stock; provided, that in no event shall Investment Property include (i) any "investment property" as so defined held by the Pledgor in respect of its obligations pursuant to any employee benefit, welfare or pension plan or similar arrangement of the Pledgor or any of its Subsidiaries, or (ii) the capital stock or other equity interests of any Excluded Entity.

"Liens" has the meaning assigned such term in the Indenture.

"Note Collateral Agent" means Wilmington Trust Company and any successors thereof appointed in accordance with the terms of the Collateral Agency Agreement, in each case as collateral agent for the holders of the Note Obligations.

"Note Obligation Document" has the meaning assigned such term in the Collateral Agency Agreement.

"Note Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Notice of an Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Permitted Liens" has the meaning assigned such term in the Indenture.

"Person" has the meaning assigned such term in the Indenture.

"Pledge Agreement" means this Pledge and Security Agreement, as amended, supplemented or otherwise modified from time to time.

"Pledged Stock" means the shares of capital stock of the Issuers listed on Schedule 1 hereto, together with the stock certificates representing such shares, or stock dividends, options, warrants or rights of any nature whatsoever that may be received or receivable by or otherwise distributed to the Pledgor in respect of or in exchange for any or all of such shares while this Pledge Agreement is in effect.

"Proceeds" means all "proceeds" as such term is defined in
Section 9-102(a)(64) of the UCC on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock, collections thereon or distributions with respect thereto.

"Requirements of Law" means the Certificate of Incorporation and By-Laws or other organizational or governing documents of the Pledgor, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon the Pledgor or any of its material property or to which the Pledgor or any of its material property is subject.

"Secured Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Subsidiary": as defined in the Indenture.

"Termination Date" means the earlier of (a) the date on which, pursuant to Section 8 of the Collateral Agency Agreement, the Note Collateral Agent is required to release its security interest in all collateral security pledged or otherwise granted to it by the Pledgor pursuant to this Pledge Agreement, or (b) the date on which the Indenture Obligations have been Fully Satisfied (each as defined in the Collateral Agency Agreement), whichever shall first occur.

"UCC" means the Uniform Commercial Code from time to time in effect in the State of New York.

2. Grant of Security Interest; Collateral Agency Agreement Controls.

(a) Grant. The Pledgor hereby pledges to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, and delivers (or has delivered) to the Controlling Collateral Agent, for the benefit of the holders of the Note Obligations and the other Secured Obligations, all the Pledged Stock and hereby grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantee Obligations. Notwithstanding anything to the contrary contained herein, the Collateral described herein shall constitute collateral security only for those Guarantee Obligations with respect to which the Proceeds of such Collateral are applied pursuant to Section 4.2(b) (or, if applicable, 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Collateral only to the extent of such Guarantee Obligations.

(b) Collateral Agency Agreement Controls. Notwithstanding anything to the contrary contained in this Pledge Agreement but subject to the last sentence of this Section 2(b), all of the rights and obligations of the parties hereto set forth herein are subject to the terms of the Collateral Agency Agreement, which shall be controlling. Without limiting the generality of the foregoing, the rights of the Note Collateral Agent and the holders of the Note Obligations set forth herein relating to (i) the release of or realization upon Collateral that is subject to Liens granted under the First Lien Documents,
(ii) amendments to or waivers in respect of this Pledge

Agreement or any other Note Obligation Document, (iii) the exercise of remedies with respect to Collateral that is subject to Liens granted under the First Lien Documents, (iv) the right to receive, hold and apply Proceeds that are subject to Liens granted under the First Lien Documents and (v) all other matters addressed herein are granted subject to, and shall be exercised in accordance with, the terms of the Collateral Agency Agreement. The terms of this Section 2(b) shall not prevent the Note Collateral Agent from taking such actions or reasonably requesting the Pledgor to take such actions as are necessary to perfect or maintain the perfection of the Note Collateral Agent's security interest in the Collateral, nor shall such terms mitigate the Pledgor's obligations hereunder to take such actions, provide such information and deliver such documents, instruments and certificates as may be necessary to perfect or maintain the perfection of such security interest.

3. Stock Powers. Unless such stock power previously has been delivered to the Controlling Collateral Agent, the Pledgor shall deliver an undated stock power covering each certificate representing one or more shares of Pledged Stock concurrently with the delivery to the Controlling Collateral Agent of such certificate, duly executed in blank by the Pledgor with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed.

4. Representations and Warranties. The Pledgor represents and warrants to the Note Collateral Agent that:

(a) the Pledgor has the corporate power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the Lien on the Collateral pursuant to this Pledge Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of, and grant of the Lien on the Collateral pursuant to this Pledge Agreement;

(b) this Pledge Agreement constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles;

(c) the execution, delivery and performance of this Pledge Agreement will not violate any Contractual Obligation or material Requirement of Law of the Pledgor and will not result in the creation or imposition of any Liens on any of the properties or assets of the Pledgor pursuant to the provisions of any Contractual Obligation, except as contemplated hereby;

(d) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of the Pledgor), is required in connection with the execution, delivery, performance, validity or enforceability of this Pledge Agreement, except for UCC-1 financing statement filings with the appropriate Governmental Authorities and such consents which have already been obtained;

(e) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Pledgor, threatened against the

Pledgor or against any of its properties or assets with respect to this Pledge Agreement or any of the transactions contemplated hereby;

(f) the shares of Pledged Stock of each Issuer listed on Schedule 1, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, constitute all of the issued and outstanding shares of all classes of the capital stock of such Issuer;

(g) all the shares of the Pledged Stock have been duly authorized and validly issued and are fully paid and nonassessable;

(h) the Pledgor is the record and beneficial owner of, and has good title to, the Pledged Stock listed on Schedule I, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens;

(i) upon delivery to the Controlling Collateral Agent of the stock certificates evidencing the Pledged Stock, and the filing of a UCC-1 financing statement in the filing office in which a secured party would be required to file a financing statement under the UCC in order to perfect its security interest in Investment Property, the Lien granted pursuant to this Pledge Agreement will constitute a valid, perfected second priority Lien on the Collateral subject to the Lien of a securities intermediary or commodities intermediary (as each such term is defined in the UCC), if any, in Investment Property and subject to other Permitted Liens, and enforceable as such against all creditors of the Pledgor and any Persons purporting to purchase any Collateral from the Pledgor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles;

(j) no Default or Event of Default has occurred and is continuing on the date hereof and no Default or Event of Default will occur as a result of consummation of the transactions contemplated hereby; and

(k) the pledge of the Collateral pursuant to this Pledge Agreement does not violate Regulations T, U or X of the Federal Reserve Board or any successors to such regulations as of the date hereof.

5. Covenants. The Pledgor covenants and agrees with the Note Collateral Agent that, from and after the date of this Pledge Agreement until the Termination Date:

(a) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the

Note Obligations), hold the same in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), and deliver the same forthwith to the Controlling Collateral Agent in the exact form received, duly indorsed by the Pledgor to the Controlling Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed, to be held by the Controlling Collateral Agent, subject to the terms hereof and the terms of the Collateral Agency Agreement, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations). Except as otherwise permitted by the Indenture, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer and any sums paid in connection with the redemption of, or in exchange for, collateral, shall be paid over to the Controlling Collateral Agent for deposit by it in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Controlling Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations), subject to the terms of the Collateral Agency Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Controlling Collateral Agent, hold such money or property in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), subject to the Collateral Agency Agreement, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations).

(b) The Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer 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 which in any such case would be in violation of the terms of the Indenture, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral in violation of the terms of the Indenture, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement and Permitted Liens. The Pledgor will defend the right, title and interest of the Note Collateral Agent and the holders of the Note Obligations in and to the Collateral against the claims and demands of all Persons whomsoever, other than in the case of Permitted Liens.

(c) At any time and from time to time, upon the written request of the Note Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as may be necessary or that the Note Collateral

Agent may reasonably request for the purposes of perfecting or protecting any security interest granted hereby or to enable the Note Collateral Agent to obtain or preserve the full benefits of this Pledge Agreement and of the rights and powers herein granted.

(d) The Pledgor agrees to pay, and to save the Note Collateral Agent and the holders of the Note Obligations harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.

6. Dividends; Voting Rights. Unless a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice to the Pledgor of the Controlling Collateral Agent's intent to exercise its corresponding rights pursuant to paragraph 7 (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), the Pledgor shall be permitted to receive all dividends (whether in cash or evidenced by a note or chattel paper but other than stock dividends) free of the Lien created by this Pledge Agreement, to the extent that such dividends are permitted under the Indenture, in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Controlling Collateral Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Pledge Agreement or the Indenture.

7. Rights of the Controlling Collateral Agent and the Holders of the Note Obligations. (a) If a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice of its intent to exercise such rights to the Pledgor (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), (i) the Controlling Collateral Agent shall have the right to receive any and all dividends (whether in cash or evidenced by a note or chattel paper) paid in respect of the Pledged Stock and shall, pursuant to the Collateral Agency Agreement, deposit the proceeds of such cash dividends in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and (ii) all shares of the Pledged Stock shall be registered in the name of the Controlling Collateral Agent or its nominee, and the Controlling Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the Issuers or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuers, or upon the exercise by the Pledgor or the Controlling Collateral Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Controlling Collateral Agent shall have no duty to the Pledgor 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 Controlling Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph 7(a)(ii) and to receive the dividends and distributions which it is authorized to receive and retain pursuant to paragraph 7(a)(i), the Pledgor shall, if necessary, upon written notice from the Controlling Collateral Agent (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), from time to time execute and deliver (or cause to be executed and delivered) to the Controlling Collateral Agent all such proxies, dividend payment orders and other instruments as the Controlling Collateral Agent may reasonably request.

(c) The rights of the Note Collateral Agent and the holders of the Note Obligations hereunder shall not be conditioned or contingent upon the pursuit by the Note Collateral Agent or any holder of the Note Obligations of any right or remedy against the Issuers or against any other Person which may be or become liable in respect of all or any part of the Note Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Note Collateral Agent nor any holder of the Note Obligations shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Note Collateral Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

8. Remedies. If a Notice of an Actionable Event shall have been given and remains outstanding, the Controlling Collateral Agent, on behalf of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), may exercise, in addition to all other rights and remedies granted in this Pledge Agreement and in any other instrument or agreement securing, evidencing or relating to the Guarantee Obligations, but subject to the terms of the Collateral Agency Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Controlling 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 the Pledgor, the Issuers 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, but subject to the terms of the Collateral Agency Agreement, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of the Controlling Collateral Agent 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. The Controlling Collateral Agent or any holder of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations) shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in the Pledgor, which right or equity is hereby waived or released. The Controlling Collateral Agent shall, pursuant to the Collateral Agency Agreement, deposit any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement. In the absence of gross negligence or willful misconduct, neither the Controlling Collateral Agent nor any holder of Note Obligations shall be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the Pledged Stock and the other Collateral of any nature or kind or any matter or proceeding arising out of or related thereto, but the same shall be at the Pledgor's sole risk at all times. The Pledgor hereby releases the Controlling Collateral Agent, the Note Collateral Agent, and the holders of Note Obligations from any claims, causes of action and demands at any time arising out of or with respect to this Pledge Agreement, the Pledged Stock and the other Collateral and/or any actions taken or omitted to be taken by the Controlling Collateral Agent, the Note Collateral Agent, and/or the holders of Note Obligations with respect thereto and the Pledgor hereby agrees to hold the Controlling Collateral Agent, the Note Collateral Agent, and/or such holder of Note Obligations, as the case may be, harmless from and with respect to any and all such claims, causes of action and demands, except in the case of the Controlling Collateral Agent, the Note Collateral Agent, or any holder of Note Obligations, to the extent of any gross negligence or willful misconduct on the part of the Controlling Collateral Agent, the Note Collateral Agent, or such holder of Note Obligations, as the case may be, subject in each case to the terms of the Collateral

Agency Agreement. 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. All waivers by the Pledgor of rights (including rights to notice), and all rights and remedies afforded the Controlling Collateral Agent herein, and all other provisions of this Pledge Agreement, are expressly made subject to any applicable mandatory provisions of law limiting, or imposing conditions (including conditions as to reasonableness) upon, such waivers or the effectiveness thereof or any such rights and remedies. Any sale or other disposition of the Collateral and the possession thereof by the Controlling Collateral Agent shall be in compliance with all provisions of applicable law (including applicable securities laws and applicable provisions of the UCC). The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Guarantee Obligations and the reasonable fees and disbursements of any attorneys employed by the Controlling Collateral Agent, the Note Collateral Agent or any holder of the Note Obligations to collect such deficiency.

9. Registration Rights; Private Sales. (a) If the Controlling Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, and if in the opinion of the Controlling Collateral Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Issuers to (i) execute and deliver, and use its best efforts to cause the directors and officers of the Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Controlling Collateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Controlling Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to cause the Issuers to comply with the provisions of the

securities or "Blue Sky" laws of any and all jurisdictions (including foreign jurisdictions) which the Controlling Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) The Pledgor recognizes that the Controlling Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will 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. The Pledgor 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 Controlling Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuers to register such securities for public sale under the Securities Act, or under applicable state or foreign securities laws, even if the Issuers would agree to do so.

(c) The Pledgor further 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 Stock pursuant to this paragraph 9 valid and binding and in compliance with any and all other applicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this paragraph 9 will cause irreparable injury to the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations, that the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this paragraph 9 shall, subject to the Collateral Agency Agreement, be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants (to the extent permitted by applicable law) except for a defense that no Actionable Event or Bankruptcy Event of Default had occurred and was continuing at the time the Controlling Collateral Agent gave notice pursuant to paragraph 7(a) hereof.

10. Amendments, etc. with Respect to the Note Obligations. The Pledgor shall remain obligated hereunder, and the Collateral shall remain subject to the Lien granted hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice to or further assent by the Pledgor, any demand for payment of any of the Note Obligations made by the Note Collateral Agent or any holder thereof may be rescinded by the Note Collateral Agent or such holder, and any of the Note Obligations continued, and the Note Obligations, or the liability of the Pledgor or any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Note Collateral Agent or any holder of the Note Obligations, and the Note Obligation Documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or part, in accordance with the provisions of the Indenture and the Collateral Agency Agreement, and any

guarantee, right of offset or other collateral security at any time held by the Note Collateral Agent or any holder of the Note Obligations for the payment of the Note Obligations may be sold, exchanged, waived, surrendered or released. Neither the Note Collateral Agent nor any holder of the Note Obligations shall have any obligation to protect, secure, perfect or insure this or any other Lien at any time held by it as security for the Note Obligations or any property subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Note Obligations and notice of or proof of reliance by the Note Collateral Agent or any holder of the Note Obligations upon this Pledge Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Issuer or the Pledgor with respect to the Note Obligations.

11. Limitation on Duties Regarding Collateral. The Note Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Note Collateral Agent deals with similar securities and property for its own account. Neither the Note Collateral Agent, any holder of the Note Obligations nor any of their respective directors, officers, employees, agents or advisors shall be liable for failure to demand, collect or realize upon any of the 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 the Pledgor or otherwise.

12. Powers Coupled with an Interest. All authorizations and agencies herein contained with respect to the Collateral are irrevocable and constitute powers coupled with an interest.

13. Severability. Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. Attorney-in-Fact. Pledgor does hereby constitute the Note Collateral Agent, its successors and assigns, such Pledgor's true and lawful attorney, irrevocably, with full power (in the name of Pledgor or otherwise) to file any claims or take any action (in law or equity or as otherwise deemed appropriate by the Note Collateral Agent) which the Note Collateral Agent may deem reasonably necessary or advisable in the premises to protect its security interest pursuant to this Pledge Agreement but only after a Notice of an Actionable Event has been given and remains outstanding or after Pledgor has failed to take such action within a reasonable time after request therefor and in each case subject to the terms of the Collateral Agency Agreement. The Pledgor also hereby authorizes the Note Collateral Agent to file any financing or continuation statements which the Note Collateral Agent in its sole and reasonable discretion shall determine to be necessary, without the signature of the Pledgor to the extent permitted by applicable law. The Note Collateral Agent shall send a copy of each such financing or continuation statement to the Pledgor. A carbon, photographic or other reproduction of this Pledge Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

15. Paragraph Headings. The paragraph headings used in this Pledge Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

16. No Waiver; Cumulative Remedies. Neither the Note Collateral Agent nor any holder of the Note Obligations shall by any act (except as provided in paragraph 17 hereof) be deemed to have waived any right or remedy hereunder or to have acquiesced in any Actionable Event or Bankruptcy Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Note Collateral Agent or any holder of the Note Obligations, 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 Note Collateral Agent or any holder of the Note Obligations of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Note Collateral Agent or such holder of the Note Obligations 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.

17. Waivers and Amendments; Successors and Assigns. None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise modified except in accordance with the terms of the Indenture and the Collateral Agency Agreement. Without limiting the generality of the foregoing, amendments, waivers and consents effected in respect of certain provisions of the First Lien Documents shall, upon their effectiveness but only to the extent provided in the Collateral Agency Agreement, apply with equal force to the comparable provisions of this Pledge Agreement and become effective with respect thereto without the consent of or any other action on the part of any Person. This Pledge Agreement shall be binding upon the successors and assigns of the Pledgor and shall inure to the benefit of the Controlling Collateral Agent, the Note Collateral Agent and the holders of the Note Obligations and their respective successors and assigns.

18. GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

19. Notices. Notices by the Note Collateral Agent to the Pledgor or any Issuer may be given by mail, hand delivery or by facsimile transmission, addressed or transmitted to the Pledgor, Note Collateral Agent and to any Issuer, respectively, as follows:

if to the Pledgor:

625 Madison Avenue
New York, New York 10022
Attention: Senior Vice President and
General Counsel
Facsimile: 212-527-5693;

if to the Note Collateral Agent:

Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890
Attention: Corporate Trust Administration
Facsimile: 302-651-7772; and

if to the Issuer at its address or transmission number set forth under its signature on the Acknowledgement and Consent attached hereto and shall be effective (a) in the case of mail or hand delivery, when delivered, and (b) in the case of facsimile notices, when sent. The Pledgor and any Issuer may change their respective addresses and transmission numbers by written notice to the Note Collateral Agent.

20. Irrevocable Authorization and Instruction to Issuers. The Pledgor hereby authorizes and instructs any Issuer to comply with any instruction received by it from the Controlling Collateral Agent in writing that
(a) states that a Notice of an Actionable Event has been given and is outstanding and (b) is otherwise in accordance with the terms of this Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that any Issuer shall be fully protected in so complying.

21. Authority of Administrative Agent. The Pledgor acknowledges that the rights and responsibilities of the Note Collateral Agent under this Pledge Agreement with respect to any action taken by the Note Collateral Agent or the exercise or non-exercise by the Note Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Note Collateral Agent and the holders of the Note Obligations, be governed by the Indenture and by the Collateral Agency Agreement, but, as between the Note Collateral Agent and the Pledgor, the Note Collateral Agent shall be conclusively presumed to be acting with full and valid authority so to act or refrain from acting, and neither the Pledgor nor any Issuer shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

22. Release of Collateral and Termination. The Collateral shall be released from the Lien created hereby, and this Pledge Agreement and all obligations of the Note Collateral Agent and the Pledgor hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to be duly executed and delivered as of the date first above written.

REVLON INTERNATIONAL CORPORATION

By:  /s/ Michael T. Sheehan
     ------------------------------------
     Name: Michael Sheehan
     Title:  Assistant Secretary

WILMINGTON TRUST COMPANY,
as Note Collateral Agent

By:  /s/ James P. Lawler
     ------------------------------------
     Name: James P. Lawler
     Title: Vice President

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

RIT INC.

By:  /s/ Michael T. Sheehan
     -------------------------------------
     Name: Michael Sheehan
     Title:  Assistant Secretary

Address for Notices:

c/o Revlon Consumer Products Corporation
625 Madison Avenue
New York, New York 10022
Attn: Senior Vice President and
General Counsel
Facsimile: (212) 527-5693

                                                    Stock
                                Class of         Certificate          No. of
Issuer                            Stock              No.              Shares
------                            -----              ---              ------
RIT Inc.                         Common               1               1,000

EXHIBIT 4.6

SUBSIDIARY PLEDGE AGREEMENT (DOMESTIC)
(PPI Two Corporation)

(Note Obligations)

PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2001, made by PPI TWO CORPORATION, a Delaware corporation (the "Pledgor"), in favor of WILMINGTON TRUST COMPANY, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent"), for the holders of the Note Obligations (as hereinafter defined).

WHEREAS, the Pledgor has guaranteed (the "Indenture Guarantee") the obligations of Revlon Consumer Products Corporation (the "Company") under the Indenture, dated as of November 26, 2001, among the Company, the Guarantors identified on the signature pages thereto and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), providing for the issuance of 12% Senior Secured Notes Due 2005 of the Company; and

WHEREAS, the Pledgor is a party to a Subsidiaries Guarantee (the "Bank Guarantee") referred to in the Second Amended and Restated Credit Agreement entered into by the Company on the date hereof; and

WHEREAS, (i) to secure the Pledgor's guarantee of the Bank Obligations (as defined below) pursuant to the Bank Guarantee, the Pledgor has granted to the Administrative Agent (as defined below), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Collateral (as defined below) (the "First Pledge Lien"), and (ii) to secure the Pledgor's guarantee of the Note Obligations pursuant to the Indenture Guarantee, the Pledgor now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein).

NOW, THEREFORE, the Pledgor agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations as follows:

1. Defined Terms. The following terms shall have the following meanings:

"Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Administrative Agent" has the meaning assigned such term in the Collateral Agency Agreement.

"Bank Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Bankruptcy Event of Default" has the meaning assigned to such term in the Collateral Agency Agreement.

"Collateral" means all of the Pledgor's right, title and interest, whether now owned or hereafter acquired, in the Pledged Stock, all Investment Property and all Proceeds with respect thereto.

"Collateral Account" has the meaning assigned such term in the Collateral Agency Agreement.

"Collateral Agency Agreement" means the Amended and Restated Collateral Agency Agreement, dated as of May 30, 1997 and as further amended and restated as of the date hereof, among the Pledgor, JPMorgan Chase Bank, as bank agent, the Administrative Agent, the Trustee and the Note Collateral Agent, as the same may be amended, supplemented or otherwise modified from time to time.

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

"Controlling Collateral Agent" means (i) with respect to Collateral that is also subject to Liens granted under any First Lien Document: at all times prior to the First Pledge Lien Termination Date, the Administrative Agent and, thereafter, the Note Collateral Agent; and (ii) with respect to Collateral that is not subject to any Lien granted under any First Lien Document: at all times, the Note Collateral Agent.

"Excluded Entities" means Madison (Services) Pty. Ltd.; Revlon (Aust.) Services Pty. Ltd.; Revlon Professional Holding Company LLC; Revlon Pension Trustee Company (U.K.) Limited; and Revlon (Maesteg) Pension Trustee Company Limited.

"First Lien Documents" has the meaning assigned such term in the Collateral Agency Agreement.

"First Lien Termination Date" has the meaning assigned such term in the Collateral Agency Agreement.

"First Pledge Lien" has the meaning assigned such term in the recitals hereto.

"First Pledge Lien Termination Date" means either (a) the date on which the First Pledge Lien is released in accordance with the terms of the Collateral Agency Agreement or (b) the date on which all Bank Obligations are Fully Satisfied (as defined in the Collateral Agency Agreement), whichever shall first occur; provided, however, that if a First Lien Termination Date is deemed not to have occurred under Section 5.2(f) of the Collateral Agency Agreement, any First Pledge Lien Termination Date that has occurred shall likewise be deemed not to have occurred, and such event shall be governed by the terms and provisions of Section 5.2(f) of the Collateral Agency Agreement.

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

"Guarantee Obligations" means the obligations of the Pledgor under the Indenture Guarantee.

"Investment Property" shall mean the collective reference to
(a) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC which is located in, created in or arises or exists under the laws of the United States or any State thereof and (b) whether or not constituting "investment property" as so defined, all Pledged Stock; provided, that in no event shall Investment Property include (i) any "investment property" as so defined held by the Pledgor in respect of its obligations pursuant to any employee benefit, welfare or pension plan or similar arrangement of the Pledgor or any of its Subsidiaries, or (ii) the capital stock or other equity interests of any Excluded Entity.

"Liens" has the meaning assigned such term in the Indenture.

"Note Collateral Agent" means Wilmington Trust Company and any successors thereof appointed in accordance with the terms of the Collateral Agency Agreement, in each case as collateral agent for the holders of the Note Obligations.

"Note Obligation Document" has the meaning assigned such term in the Collateral Agency Agreement.

"Note Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Notice of an Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Permitted Liens" has the meaning assigned such term in the Indenture.

"Person" has the meaning assigned such term in the Indenture.

"Pledge Agreement" means this Pledge and Security Agreement, as amended, supplemented or otherwise modified from time to time.

"Pledged Stock" means the shares of capital stock of the Issuers listed on Schedule 1 hereto, together with the stock certificates representing such shares, or stock dividends, options, warrants or rights of any nature whatsoever that may be received or receivable by or otherwise distributed to the Pledgor in respect of or in exchange for any or all of such shares while this Pledge Agreement is in effect.

"Proceeds" means all "proceeds" as such term is defined in
Section 9-102(a)(64) of the UCC on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock, collections thereon or distributions with respect thereto.

"Requirements of Law" means the Certificate of Incorporation and By-Laws or other organizational or governing documents of the Pledgor, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon the Pledgor or any of its material property or to which the Pledgor or any of its material property is subject.

"Secured Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Subsidiary": as defined in the Indenture.

"Termination Date" means the earlier of (a) the date on which, pursuant to Section 8 of the Collateral Agency Agreement, the Note Collateral Agent is required to release its security interest in all collateral security pledged or otherwise granted to it by the Pledgor pursuant to this Pledge Agreement, or (b) the date on which the Indenture Obligations have been Fully Satisfied (each as defined in the Collateral Agency Agreement), whichever shall first occur.

"UCC" means the Uniform Commercial Code from time to time in effect in the State of New York.

2. Grant of Security Interest; Collateral Agency Agreement Controls.

(a) Grant. The Pledgor hereby pledges to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, and delivers (or has delivered) to the Controlling Collateral Agent, for the benefit of the holders of the Note Obligations and the other Secured Obligations, all the Pledged Stock and hereby grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantee Obligations. Notwithstanding anything to the contrary contained herein, the Collateral described herein shall constitute collateral security only for those Guarantee Obligations with respect to which the Proceeds of such Collateral are applied pursuant to Section 4.2(b) (or, if applicable, 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Collateral only to the extent of such Guarantee Obligations.

(b) Collateral Agency Agreement Controls. Notwithstanding anything to the contrary contained in this Pledge Agreement but subject to the last sentence of this Section 2(b), all of the rights and obligations of the parties hereto set forth herein are subject to the terms of the Collateral Agency Agreement, which shall be controlling. Without limiting the generality of the foregoing, the rights of the Note Collateral Agent and the holders of the Note Obligations set forth herein relating to (i) the release of or realization upon Collateral that is subject to Liens granted under the First Lien Documents,
(ii) amendments to or waivers in respect of this Pledge

Agreement or any other Note Obligation Document, (iii) the exercise of remedies with respect to Collateral that is subject to Liens granted under the First Lien Documents, (iv) the right to receive, hold and apply Proceeds that are subject to Liens granted under the First Lien Documents and (v) all other matters addressed herein are granted subject to, and shall be exercised in accordance with, the terms of the Collateral Agency Agreement. The terms of this Section 2(b) shall not prevent the Note Collateral Agent from taking such actions or reasonably requesting the Pledgor to take such actions as are necessary to perfect or maintain the perfection of the Note Collateral Agent's security interest in the Collateral, nor shall such terms mitigate the Pledgor's obligations hereunder to take such actions, provide such information and deliver such documents, instruments and certificates as may be necessary to perfect or maintain the perfection of such security interest.

3. Stock Powers. Unless such stock power previously has been delivered to the Controlling Collateral Agent, the Pledgor shall deliver an undated stock power covering each certificate representing one or more shares of Pledged Stock concurrently with the delivery to the Controlling Collateral Agent of such certificate, duly executed in blank by the Pledgor with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed.

4. Representations and Warranties. The Pledgor represents and warrants to the Note Collateral Agent that:

(a) the Pledgor has the corporate power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the Lien on the Collateral pursuant to this Pledge Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of, and grant of the Lien on the Collateral pursuant to this Pledge Agreement;

(b) this Pledge Agreement constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles;

(c) the execution, delivery and performance of this Pledge Agreement will not violate any Contractual Obligation or material Requirement of Law of the Pledgor and will not result in the creation or imposition of any Liens on any of the properties or assets of the Pledgor pursuant to the provisions of any Contractual Obligation, except as contemplated hereby;

(d) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of the Pledgor), is required in connection with the execution, delivery, performance, validity or enforceability of this Pledge Agreement, except for UCC-1 financing statement filings with the appropriate Governmental Authorities and such consents which have already been obtained;

(e) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Pledgor, threatened against the

Pledgor or against any of its properties or assets with respect to this Pledge Agreement or any of the transactions contemplated hereby;

(f) the shares of Pledged Stock of each Issuer listed on Schedule 1, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, constitute all of the issued and outstanding shares of all classes of the capital stock of such Issuer;

(g) all the shares of the Pledged Stock have been duly authorized and validly issued and are fully paid and nonassessable;

(h) the Pledgor is the record and beneficial owner of, and has good title to, the Pledged Stock listed on Schedule I, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens;

(i) upon delivery to the Controlling Collateral Agent of the stock certificates evidencing the Pledged Stock, and the filing of a UCC-1 financing statement in the filing office in which a secured party would be required to file a financing statement under the UCC in order to perfect its security interest in Investment Property, the Lien granted pursuant to this Pledge Agreement will constitute a valid, perfected second priority Lien on the Collateral subject to the Lien of a securities intermediary or commodities intermediary (as each such term is defined in the UCC), if any, in Investment Property and subject to other Permitted Liens, and enforceable as such against all creditors of the Pledgor and any Persons purporting to purchase any Collateral from the Pledgor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles;

(j) no Default or Event of Default has occurred and is continuing on the date hereof and no Default or Event of Default will occur as a result of consummation of the transactions contemplated hereby; and

(k) the pledge of the Collateral pursuant to this Pledge Agreement does not violate Regulations T, U or X of the Federal Reserve Board or any successors to such regulations as of the date hereof.

5. Covenants. The Pledgor covenants and agrees with the Note Collateral Agent that, from and after the date of this Pledge Agreement until the Termination Date:

(a) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the

Note Obligations), hold the same in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), and deliver the same forthwith to the Controlling Collateral Agent in the exact form received, duly indorsed by the Pledgor to the Controlling Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed, to be held by the Controlling Collateral Agent, subject to the terms hereof and the terms of the Collateral Agency Agreement, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations). Except as otherwise permitted by the Indenture, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer and any sums paid in connection with the redemption of, or in exchange for, collateral, shall be paid over to the Controlling Collateral Agent for deposit by it in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Controlling Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations), subject to the terms of the Collateral Agency Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Controlling Collateral Agent, hold such money or property in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), subject to the Collateral Agency Agreement, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations).

(b) The Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer 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 which in any such case would be in violation of the terms of the Indenture, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral in violation of the terms of the Indenture, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement and Permitted Liens. The Pledgor will defend the right, title and interest of the Note Collateral Agent and the holders of the Note Obligations in and to the Collateral against the claims and demands of all Persons whomsoever, other than in the case of Permitted Liens.

(c) At any time and from time to time, upon the written request of the Note Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as may be necessary or that the Note Collateral Agent may reasonably request for the purposes of perfecting or protecting any security interest granted hereby or to enable the Note Collateral

Agent to obtain or preserve the full benefits of this Pledge Agreement and of the rights and powers herein granted.

(d) The Pledgor agrees to pay, and to save the Note Collateral Agent and the holders of the Note Obligations harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.

6. Dividends; Voting Rights. Unless a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice to the Pledgor of the Controlling Collateral Agent's intent to exercise its corresponding rights pursuant to paragraph 7 (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), the Pledgor shall be permitted to receive all dividends (whether in cash or evidenced by a note or chattel paper but other than stock dividends) free of the Lien created by this Pledge Agreement, to the extent that such dividends are permitted under the Indenture, in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Controlling Collateral Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Pledge Agreement or the Indenture.

7. Rights of the Controlling Collateral Agent and the Holders of the Note Obligations. (a) If a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice of its intent to exercise such rights to the Pledgor (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), (i) the Controlling Collateral Agent shall have the right to receive any and all dividends (whether in cash or evidenced by a note or chattel paper) paid in respect of the Pledged Stock and shall, pursuant to the Collateral Agency Agreement, deposit the proceeds of such cash dividends in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and (ii) all shares of the Pledged Stock shall be registered in the name of the Controlling Collateral Agent or its nominee, and the Controlling Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the Issuers or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuers, or upon the exercise by the Pledgor or the Controlling Collateral Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Controlling Collateral Agent shall have no duty to the Pledgor 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 Controlling Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph 7(a)(ii) and to receive the dividends and distributions which it is authorized to receive and retain pursuant to paragraph 7(a)(i), the Pledgor shall, if necessary, upon written notice from the Controlling Collateral Agent (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), from time to time execute and deliver (or cause to be executed and delivered) to the Controlling Collateral Agent all such proxies, dividend payment orders and other instruments as the Controlling Collateral Agent may reasonably request.

(c) The rights of the Note Collateral Agent and the holders of the Note Obligations hereunder shall not be conditioned or contingent upon the pursuit by the Note Collateral Agent or any holder of the Note Obligations of any right or remedy against the Issuers or against any other Person which may be or become liable in respect of all or any part of the Note Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Note Collateral Agent nor any holder of the Note Obligations shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Note Collateral Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

8. Remedies. If a Notice of an Actionable Event shall have been given and remains outstanding, the Controlling Collateral Agent, on behalf of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), may exercise, in addition to all other rights and remedies granted in this Pledge Agreement and in any other instrument or agreement securing, evidencing or relating to the Guarantee Obligations, but subject to the terms of the Collateral Agency Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Controlling 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 the Pledgor, the Issuers 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, but subject to the terms of the Collateral Agency Agreement, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of the Controlling Collateral Agent 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. The Controlling Collateral Agent or any holder of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations) shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in the Pledgor, which right or equity is hereby waived or released. The Controlling Collateral Agent shall, pursuant to the Collateral Agency Agreement, deposit any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, in the Collateral Account, until such monies are disbursed in accordance with the Collateral

Agency Agreement. In the absence of gross negligence or willful misconduct, neither the Controlling Collateral Agent nor any holder of Note Obligations shall be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the Pledged Stock and the other Collateral of any nature or kind or any matter or proceeding arising out of or related thereto, but the same shall be at the Pledgor's sole risk at all times. The Pledgor hereby releases the Controlling Collateral Agent, the Note Collateral Agent, and the holders of Note Obligations from any claims, causes of action and demands at any time arising out of or with respect to this Pledge Agreement, the Pledged Stock and the other Collateral and/or any actions taken or omitted to be taken by the Controlling Collateral Agent, the Note Collateral Agent, and/or the holders of Note Obligations with respect thereto and the Pledgor hereby agrees to hold the Controlling Collateral Agent, the Note Collateral Agent, and/or such holder of Note Obligations, as the case may be, harmless from and with respect to any and all such claims, causes of action and demands, except in the case of the Controlling Collateral Agent, the Note Collateral Agent, or any holder of Note Obligations, to the extent of any gross negligence or willful misconduct on the part of the Controlling Collateral Agent, the Note Collateral Agent, or such holder of Note Obligations, as the case may be, subject in each case to the terms of the Collateral Agency Agreement. 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. All waivers by the Pledgor of rights (including rights to notice), and all rights and remedies afforded the Controlling Collateral Agent herein, and all other provisions of this Pledge Agreement, are expressly made subject to any applicable mandatory provisions of law limiting, or imposing conditions (including conditions as to reasonableness) upon, such waivers or the effectiveness thereof or any such rights and remedies. Any sale or other disposition of the Collateral and the possession thereof by the Controlling Collateral Agent shall be in compliance with all provisions of applicable law (including applicable securities laws and applicable provisions of the UCC). The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Guarantee Obligations and the reasonable fees and disbursements of any attorneys employed by the Controlling Collateral Agent, the Note Collateral Agent or any holder of the Note Obligations to collect such deficiency.

9. Registration Rights; Private Sales. (a) If the Controlling Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, and if in the opinion of the Controlling Collateral Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Issuers to (i) execute and deliver, and use its best efforts to cause the directors and officers of the Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Controlling Collateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Controlling Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to cause the Issuers to comply with the provisions of the

securities or "Blue Sky" laws of any and all jurisdictions (including foreign jurisdictions) which the Controlling Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) The Pledgor recognizes that the Controlling Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will 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. The Pledgor 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 Controlling Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuers to register such securities for public sale under the Securities Act, or under applicable state or foreign securities laws, even if the Issuers would agree to do so.

(c) The Pledgor further 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 Stock pursuant to this paragraph 9 valid and binding and in compliance with any and all other applicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this paragraph 9 will cause irreparable injury to the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations, that the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this paragraph 9 shall, subject to the Collateral Agency Agreement, be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants (to the extent permitted by applicable law) except for a defense that no Actionable Event or Bankruptcy Event of Default had occurred and was continuing at the time the Controlling Collateral Agent gave notice pursuant to paragraph 7(a) hereof.

10. Amendments, etc. with Respect to the Note Obligations. The Pledgor shall remain obligated hereunder, and the Collateral shall remain subject to the Lien granted hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice to or further assent by the Pledgor, any demand for payment of any of the Note Obligations made by the Note Collateral Agent or any holder thereof may be rescinded by the Note Collateral Agent or such holder, and any of the Note Obligations continued, and the Note Obligations, or the liability of the Pledgor or any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Note Collateral Agent or any holder of the Note Obligations, and the Note Obligation Documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or part, in accordance with the provisions of the Indenture and the Collateral Agency Agreement, and any

guarantee, right of offset or other collateral security at any time held by the Note Collateral Agent or any holder of the Note Obligations for the payment of the Note Obligations may be sold, exchanged, waived, surrendered or released. Neither the Note Collateral Agent nor any holder of the Note Obligations shall have any obligation to protect, secure, perfect or insure this or any other Lien at any time held by it as security for the Note Obligations or any property subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Note Obligations and notice of or proof of reliance by the Note Collateral Agent or any holder of the Note Obligations upon this Pledge Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Issuer or the Pledgor with respect to the Note Obligations.

11. Limitation on Duties Regarding Collateral. The Note Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Note Collateral Agent deals with similar securities and property for its own account. Neither the Note Collateral Agent, any holder of the Note Obligations nor any of their respective directors, officers, employees, agents or advisors shall be liable for failure to demand, collect or realize upon any of the 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 the Pledgor or otherwise.

12. Powers Coupled with an Interest. All authorizations and agencies herein contained with respect to the Collateral are irrevocable and constitute powers coupled with an interest.

13. Severability. Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. Attorney-in-Fact. Pledgor does hereby constitute the Note Collateral Agent, its successors and assigns, such Pledgor's true and lawful attorney, irrevocably, with full power (in the name of Pledgor or otherwise) to file any claims or take any action (in law or equity or as otherwise deemed appropriate by the Note Collateral Agent) which the Note Collateral Agent may deem reasonably necessary or advisable in the premises to protect its security interest pursuant to this Pledge Agreement but only after a Notice of an Actionable Event has been given and remains outstanding or after Pledgor has failed to take such action within a reasonable time after request therefor and in each case subject to the terms of the Collateral Agency Agreement. The Pledgor also hereby authorizes the Note Collateral Agent to file any financing or continuation statements which the Note Collateral Agent in its sole and reasonable discretion shall determine to be necessary, without the signature of the Pledgor to the extent permitted by applicable law. The Note Collateral Agent shall send a copy of each such financing or continuation statement to the Pledgor. A carbon, photographic or other reproduction of this Pledge Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

15. Paragraph Headings. The paragraph headings used in this Pledge Agreement are for convenience of of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

16. No Waiver; Cumulative Remedies. Neither the Note Collateral Agent nor any holder of the Note Obligations shall by any act (except as provided in paragraph 17 hereof) be deemed to have waived any right or remedy hereunder or to have acquiesced in any Actionable Event or Bankruptcy Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Note Collateral Agent or any holder of the Note Obligations, 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 Note Collateral Agent or any holder of the Note Obligations of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Note Collateral Agent or such holder of the Note Obligations 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.

17. Waivers and Amendments; Successors and Assigns. None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise modified except in accordance with the terms of the Indenture and the Collateral Agency Agreement. Without limiting the generality of the foregoing, amendments, waivers and consents effected in respect of certain provisions of the First Lien Documents shall, upon their effectiveness but only to the extent provided in the Collateral Agency Agreement, apply with equal force to the comparable provisions of this Pledge Agreement and become effective with respect thereto without the consent of or any other action on the part of any Person. This Pledge Agreement shall be binding upon the successors and assigns of the Pledgor and shall inure to the benefit of the Controlling Collateral Agent, the Note Collateral Agent and the holders of the Note Obligations and their respective successors and assigns.

18. GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

19. Notices. Notices by the Note Collateral Agent to the Pledgor or any Issuer may be given by mail, hand delivery or by facsimile transmission, addressed or transmitted to the Pledgor, Note Collateral Agent and to any Issuer, respectively, as follows:

if to the Pledgor:

625 Madison Avenue
New York, New York 10022

Attention: Senior Vice President and General Counsel Facsimile: 212-527-5693;

if to the Note Collateral Agent:

Wilmington Trust Company

Rodney Square North
1100 N. Market Street
Wilmington, DE 19890
Attention: Corporate Trust Administration Facsimile: 302-651-7772; and

if to the Issuer at its address or transmission number set forth under its signature on the Acknowledgement and Consent attached hereto and shall be effective (a) in the case of mail or hand delivery, when delivered, and (b) in the case of facsimile notices, when sent. The Pledgor and any Issuer may change their respective addresses and transmission numbers by written notice to the Note Collateral Agent.

20. Irrevocable Authorization and Instruction to Issuers. The Pledgor hereby authorizes and instructs any Issuer to comply with any instruction received by it from the Controlling Collateral Agent in writing that
(a) states that a Notice of an Actionable Event has been given and is outstanding and (b) is otherwise in accordance with the terms of this Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that any Issuer shall be fully protected in so complying.

21. Authority of Administrative Agent. The Pledgor acknowledges that the rights and responsibilities of the Note Collateral Agent under this Pledge Agreement with respect to any action taken by the Note Collateral Agent or the exercise or non-exercise by the Note Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Note Collateral Agent and the holders of the Note Obligations, be governed by the Indenture and by the Collateral Agency Agreement, but, as between the Note Collateral Agent and the Pledgor, the Note Collateral Agent shall be conclusively presumed to be acting with full and valid authority so to act or refrain from acting, and neither the Pledgor nor any Issuer shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

22. Release of Collateral and Termination. The Collateral shall be released from the Lien created hereby, and this Pledge Agreement and all obligations of the Note Collateral Agent and the Pledgor hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to be duly executed and delivered as of the date first above written.

PPI TWO CORPORATION

By:  /s/ Michael T. Sheehan
     -----------------------------------------
     Name:  Michael Sheehan
     Title: Assistant Secretary

WILMINGTON TRUST COMPANY,
as Note Collateral Agent

By:  /s/ James P. Lawler
     -----------------------------------------
     Name:   James P. Lawler
     Title:  Vice President

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

[ ]

By: _______________________________________ Name:

Title:

Address for Notices:
c/o Revlon Consumer Products Corporation
625 Madison Avenue
New York, New York 10022
Attn: Senior Vice President and
General Counsel
Facsimile: (212) 527-5693

None.

EXHIBIT 4.7

COMPANY PLEDGE AGREEMENT (INTERNATIONAL)

(Note Obligations)

PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2001, made by REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the "Pledgor"), in favor of WILMINGTON TRUST COMPANY, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent"), for the holders of the Note Obligations (as hereinafter defined).

WHEREAS, the Pledgor, the Guarantors identified on the signature pages thereto and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), are parties to the Indenture dated as of November 26, 2001 (as amended, supplemented or otherwise modified from time to time, the "Indenture"), providing for the issuance of the Pledgor's 12% Senior Secured Notes Due 2005 (the "Notes"); and

WHEREAS, the Pledgor is party to the Second Amended and Restated Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among the Pledgor, the local borrowing subsidiaries party thereto, the financial institutions party thereto, JPMorgan Chase Bank ("Chase"), as administrative agent (in such capacity, the "Bank Agent"), the other agents party thereto and the arranger party thereto; and

WHEREAS, (i) to secure the Bank Obligations (as defined below), the Pledgor has granted to the Administrative Agent (as defined below), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Collateral (as defined below) (the "First Pledge Lien"), and (ii) to secure the Note Obligations (as defined below), the Pledgor now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein).

NOW, THEREFORE, the Pledgor agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations as follows:

1. Defined Terms. The following terms shall have the following meanings:

"Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Administrative Agent" has the meaning assigned such term in the Collateral Agency Agreement.

"Bank Agent" has the meaning assigned such term in the Recitals hereto.

"Bank Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Bankruptcy Event of Default" has the meaning assigned to such term in the Collateral Agency Agreement.

"Collateral" means all of the Pledgor's right, title and interest, whether now owned or hereafter acquired, in the Pledged Stock, all Investment Property and all Proceeds with respect thereto.

"Collateral Account" has the meaning assigned such term in the Collateral Agency Agreement.

"Collateral Agency Agreement" means the Amended and Restated Collateral Agency Agreement, dated as of May 30, 1997 and as further amended and restated as of the date hereof, among the Pledgor, the Bank Agent, the Administrative Agent, the Trustee and the Note Collateral Agent, as the same may be amended, supplemented or otherwise modified from time to time.

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

"Controlling Collateral Agent" means (i) with respect to Collateral that is also subject to Liens granted under any First Lien Document: at all times prior to the First Pledge Lien Termination Date, the Administrative Agent and, thereafter, the Note Collateral Agent; and (ii) with respect to Collateral that is not subject to any Lien granted under any First Lien Document: at all times, the Note Collateral Agent.

"Excluded Entities" means Madison (Services) Pty. Ltd.; Revlon (Aust.) Services Pty. Ltd.; Revlon Professional Holding Company LLC; Revlon Pension Trustee Company (U.K.) Limited; and Revlon (Maesteg) Pension Trustee Company Limited.

"First Lien Documents" has the meaning assigned such term in the Collateral Agency Agreement.

"First Lien Termination Date" has the meaning assigned such term in the Collateral Agency Agreement.

"First Pledge Lien" has the meaning assigned such term in the recitals hereto.

"First Pledge Lien Termination Date" means either (a) the date on which the First Pledge Lien is released in accordance with the terms of the Collateral Agency Agreement or (b) the date on which all Bank Obligations are Fully Satisfied (as defined in the Collateral Agency Agreement), whichever shall first occur; provided, however, that if a First Lien Termination Date is deemed not to have occurred under Section 5.2(f) of the Collateral Agency

Agreement, any First Pledge Lien Termination Date that has occurred shall likewise be deemed not to have occurred, and such event shall be governed by the terms and provisions of Section 5.2(f) of the Collateral Agency Agreement.

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

"Investment Property" shall mean the collective reference to (a) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC and (b) whether or not constituting "investment property" as so defined, all Pledged Stock; provided, that in no event shall Investment Property include (i) the capital stock or other equity interests of any Excluded Entity, (ii) any "investment property" as so defined held by the Pledgor in respect of its obligations pursuant to any employee benefit, welfare or pension plan or similar arrangement of the Pledgor or any of its Subsidiaries, (iii) more than 66% of the total outstanding Voting Stock of any Subsidiary of the Pledgor which is not organized under the laws of a State within the United States, or (iv) any asset pledged under or otherwise subject to any Security Document (as defined in the Indenture) that is entitled Company Pledge Agreement (Domestic) or Subsidiary Pledge Agreement (Domestic).

"Liens" has the meaning assigned such term in the Indenture.

"Non-Voting Stock" means outstanding shares of capital stock or other ownership interests not entitled to vote (within the meaning of Treasury Regulations (Section) 1.956-2(c)(2)).

"Note Collateral Agent" means Wilmington Trust Company and any successors thereof appointed in accordance with the terms of the Collateral Agency Agreement, in each case as collateral agent for the holders of the Note Obligations.

"Note Obligation Document" has the meaning assigned such term in the Collateral Agency Agreement.

"Note Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Notice of an Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Permitted Liens" has the meaning assigned such term in the Indenture.

"Person" has the meaning assigned such term in the Indenture.

"Pledge Agreement" means this Pledge and Security Agreement, as amended, supplemented or otherwise modified from time to time.

"Pledged Stock" means, subject to the last sentence of subsection 5(a) of this Pledge Agreement, the shares of capital stock of the Issuers listed on Schedule 1 hereto, together with the stock certificates representing such shares, or stock dividends, options, warrants or rights of any nature whatsoever that may be received or receivable by or otherwise distributed to the Pledgor in respect of or in exchange for any or all of such shares, or otherwise in accordance with the provisions in Section 5(a), while this Pledge Agreement is in effect.

"Proceeds" means all "proceeds" as such term is defined in Section 9-102(a)(64) of the UCC on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock, collections thereon or distributions with respect thereto.

"Requirements of Law" means the Certificate of Incorporation and By-Laws or other organizational or governing documents of the Pledgor, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon the Pledgor or any of its material property or to which the Pledgor or any of its material property is subject.

"Secured Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Subsidiary": as defined in the Indenture.

"Termination Date" means the earlier of (a) the date on which, pursuant to
Section 8 of the Collateral Agency Agreement, the Note Collateral Agent is required to release its security interest in all collateral security pledged or otherwise granted to it by the Pledgor pursuant to this Pledge Agreement, or (b) the date on which the Indenture Obligations have been Fully Satisfied (each as defined in the Collateral Agency Agreement), whichever shall first occur.

"UCC" means the Uniform Commercial Code from time to time in effect in the State of New York.

"Voting Stock," as to any issuer, shall mean 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 (Section) 1.956-2(c)(2)).

2. Grant of Security Interest; Collateral Agency Agreement Controls.

(a) Grant. The Pledgor hereby pledges to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, and delivers (or has delivered) to the Controlling Collateral Agent, for the benefit of the holders of the Note Obligations and the other Secured Obligations, all the Pledged Stock and hereby grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Note Obligations. Notwithstanding anything to the contrary contained herein, the Collateral described herein shall constitute collateral security only for those Note Obligations with respect to which the Proceeds

of such Collateral are applied pursuant to Section 4.2(b) (or, if applicable, 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Collateral only to the extent of such Note Obligations.

(b) Collateral Agency Agreement Controls. Notwithstanding anything to the contrary contained in this Pledge Agreement but subject to the last sentence of this Section 2(b), all of the rights and obligations of the parties hereto set forth herein are subject to the terms of the Collateral Agency Agreement, which shall be controlling. Without limiting the generality of the foregoing, the rights of the Note Collateral Agent and the holders of the Note Obligations set forth herein relating to (i) the release of or realization upon Collateral that is subject to Liens granted under the First Lien Documents, (ii) amendments to or waivers in respect of this Pledge Agreement or any other Note Obligation Document, (iii) the exercise of remedies with respect to Collateral that is subject to Liens granted under the First Lien Documents, (iv) the right to receive, hold and apply Proceeds that are subject to Liens granted under the First Lien Documents and (v) all other matters addressed herein are granted subject to, and shall be exercised in accordance with, the terms of the Collateral Agency Agreement. The terms of this Section 2(b) shall not prevent the Note Collateral Agent from taking such actions or reasonably requesting the Pledgor to take such actions as are necessary to perfect or maintain the perfection of the Note Collateral Agent's security interest in the Collateral, nor shall such terms mitigate the Pledgor's obligations hereunder to take such actions, provide such information and deliver such documents, instruments and certificates as may be necessary to perfect or maintain the perfection of such security interest.

3. Stock Powers. Unless such stock power previously has been delivered to the Controlling Collateral Agent, the Pledgor shall deliver an undated stock power covering each certificate representing one or more shares of Pledged Stock concurrently with the delivery to the Controlling Collateral Agent of such certificate, duly executed in blank by the Pledgor with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed.

4. Representations and Warranties. The Pledgor represents and warrants to the Note Collateral Agent that:

(a) the shares of Pledged Stock of each Issuer listed on Schedule 1, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, constitute 66% (rounded downwards to avoid fractional shares) of the issued and outstanding shares of all classes of Voting Stock and 100% of the issued and outstanding shares of all classes of Non-Voting Stock of such Issuer that are owned by the Pledgor;

(b) all the shares of the Pledged Stock have been duly authorized and validly issued and are fully paid and nonassessable;

(c) the Pledgor is the record and beneficial owner of, and has good title to, the Pledged Stock listed on Schedule I, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens;

(d) upon delivery to the Controlling Collateral Agent of the stock certificates evidencing the Pledged Stock, and the filing of a UCC-1 financing statement in the filing office in which a secured party would be required to file a financing statement under the UCC in order to perfect its security interest in Investment Property, the Lien granted pursuant to this Pledge Agreement will constitute a valid, perfected second priority Lien on the Collateral subject to the Lien of a securities intermediary or commodities intermediary (as each such term is defined in the UCC), if any, in Investment Property and subject to other Permitted Liens, and enforceable as such against all creditors of the Pledgor and any Persons purporting to purchase any Collateral from the Pledgor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles;

(e) no Default or Event of Default has occurred and is continuing on the date hereof and no Default or Event of Default will occur as a result of consummation of the transactions contemplated hereby; and

(f) the pledge of the Collateral pursuant to this Pledge Agreement does not violate Regulations T, U or X of the Federal Reserve Board or any successors to such regulations as of the date hereof.

5. Covenants. The Pledgor covenants and agrees with the Note Collateral Agent that, from and after the date of this Pledge Agreement until the Termination Date:

(a) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), hold the same in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), and deliver the same forthwith to the Controlling Collateral Agent in the exact form received, duly indorsed by the Pledgor to the Controlling Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed, to be held by the Controlling Collateral Agent, subject to the terms hereof and the terms of the Collateral Agency Agreement, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations). Except as otherwise permitted by the Indenture, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer and any sums paid in connection with the redemption of, or in exchange for, collateral, shall be paid over to the Controlling Collateral Agent for deposit by it in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of

the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Controlling Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), subject to the terms of the Collateral Agency Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Controlling Collateral Agent, hold such money or property in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), subject to the Collateral Agency Agreement, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations). Notwithstanding the foregoing provisions of this Section 5(a) or any other provision of this Agreement, in no event shall more than 66% (rounded downwards to avoid fractional shares) of the issued and outstanding shares of all classes of Voting Stock and 100% of the issued and outstanding shares of all classes of Non-Voting Stock of any Issuer owned by the Pledgor constitute Pledged Stock or Collateral hereunder; and, if at any time the Pledgor delivers to the Controlling Collateral Agent stock certificates representing more than 66% (rounded downwards to avoid fractional shares) of the issued and outstanding shares of all classes of Voting Stock owned by the Pledgor, such excess shares of Voting Stock shall not constitute Pledged Stock.

(b) The Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer 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 which in any such case would be in violation of the terms of the Indenture, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral in violation of the terms of the Indenture, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement and Permitted Liens. The Pledgor will defend the right, title and interest of the Note Collateral Agent and the holders of the Note Obligations in and to the Collateral against the claims and demands of all Persons whomsoever, other than in the case of Permitted Liens.

(c) At any time and from time to time, upon the written request of the Note Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as may be necessary or that the Note Collateral Agent may reasonably request for the purposes of perfecting or protecting any security interest granted hereby or to enable the Note Collateral Agent to obtain or preserve the full benefits of this Pledge Agreement and of the rights and powers herein granted.

(d) The Pledgor agrees to pay, and to save the Note Collateral Agent and the holders of the Note Obligations harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.

6. Dividends; Voting Rights. Unless a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice to the Pledgor of the Controlling Collateral Agent's intent to exercise its corresponding rights pursuant to paragraph 7 (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), the Pledgor shall be permitted to receive all dividends (whether in cash or evidenced by a note or chattel paper but other than stock dividends) free of the Lien created by this Pledge Agreement, to the extent that such dividends are permitted under the Indenture, in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Controlling Collateral Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Pledge Agreement or the Indenture.

7. Rights of the Controlling Collateral Agent and the Holders of the Note Obligations. (a) If a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice of its intent to exercise such rights to the Pledgor (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required),
(i) the Controlling Collateral Agent shall have the right to receive any and all dividends (whether in cash or evidenced by a note or chattel paper) paid in respect of the Pledged Stock and shall, pursuant to the Collateral Agency Agreement, deposit the proceeds of such cash dividends in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and (ii) all shares of the Pledged Stock shall be registered in the name of the Controlling Collateral Agent or its nominee, and the Controlling Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the Issuers or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuers, or upon the exercise by the Pledgor or the Controlling Collateral Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Controlling Collateral Agent shall have no duty to the Pledgor 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 Controlling Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph 7(a)(ii) and to receive the dividends and distributions which it is authorized to receive and retain pursuant to paragraph 7(a)(i), the Pledgor shall, if necessary, upon written notice from the Controlling Collateral Agent (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), from time to time execute and deliver (or cause to be executed and delivered) to the Controlling Collateral Agent all such proxies, dividend payment orders and other instruments as the Controlling Collateral Agent may reasonably request.

(c) The rights of the Note Collateral Agent and the holders of the Note Obligations hereunder shall not be conditioned or contingent upon the pursuit by the Note Collateral Agent or any holder of the Note Obligations of any right or remedy against the Issuers or against any other Person which may be or become liable in respect of all or any part of the Note Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Note Collateral Agent nor any holder of the Note Obligations shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Note Collateral Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

8. Remedies. If a Notice of an Actionable Event shall have been given and remains outstanding, the Controlling Collateral Agent, on behalf of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), may exercise, in addition to all other rights and remedies granted in this Pledge Agreement and in any other instrument or agreement securing, evidencing or relating to the Note Obligations, but subject to the terms of the Collateral Agency Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Controlling 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 the Pledgor, the Issuers 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, but subject to the terms of the Collateral Agency Agreement, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of the Controlling Collateral Agent 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. The Controlling Collateral Agent or any holder of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations) shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in the Pledgor, which right or equity is hereby waived or released. The Controlling Collateral Agent shall, pursuant to the Collateral Agency Agreement, deposit any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement. In the absence of gross negligence or willful misconduct, neither the Controlling Collateral Agent nor any holder of Note Obligations shall be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the Pledged Stock and the other Collateral of any nature or kind or any matter or proceeding arising out of or related thereto, but the same shall be at the Pledgor's sole risk at all times. The Pledgor hereby releases the Controlling Collateral Agent, the Note Collateral Agent, and the holders of Note Obligations from any claims, causes of action and demands at any time arising out of or with respect to this Pledge Agreement, the Pledged Stock and the other Collateral and/or any actions taken or omitted to be taken by the Controlling Collateral Agent, the Note Collateral Agent, and/or the holders of Note

Obligations with respect thereto and the Pledgor hereby agrees to hold the Controlling Collateral Agent, the Note Collateral Agent, and/or such holder of Note Obligations, as the case may be, harmless from and with respect to any and all such claims, causes of action and demands, except in the case of the Controlling Collateral Agent, the Note Collateral Agent, or any holder of Note Obligations, to the extent of any gross negligence or willful misconduct on the part of the Controlling Collateral Agent, the Note Collateral Agent, or such holder of Note Obligations, as the case may be, subject in each case to the terms of the Collateral Agency Agreement. 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. All waivers by the Pledgor of rights (including rights to notice), and all rights and remedies afforded the Controlling Collateral Agent herein, and all other provisions of this Pledge Agreement, are expressly made subject to any applicable mandatory provisions of law limiting, or imposing conditions (including conditions as to reasonableness) upon, such waivers or the effectiveness thereof or any such rights and remedies. Any sale or other disposition of the Collateral and the possession thereof by the Controlling Collateral Agent shall be in compliance with all provisions of applicable law (including applicable securities laws and applicable provisions of the UCC). The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Note Obligations and the reasonable fees and disbursements of any attorneys employed by the Controlling Collateral Agent, the Note Collateral Agent or any holder of the Note Obligations to collect such deficiency.

9. Registration Rights; Private Sales. (a) If the Controlling Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, and if in the opinion of the Controlling Collateral Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended, or the applicable laws of any jurisdiction outside of the United States (such Act and such other applicable laws collectively, the "Securities Act"), the Pledgor will cause the Issuers to (i) execute and deliver, and use its best efforts to cause the directors and officers of the Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Controlling Collateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Controlling Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission (or applicable regulatory body under the laws of any jurisdiction outside of the United States) applicable thereto. The Pledgor agrees to cause the Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions (including foreign jurisdictions) which the Controlling Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) The Pledgor recognizes that the Controlling Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will 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. The Pledgor 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 Controlling Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuers to register such securities for public sale under the Securities Act, or under applicable state or foreign securities laws, even if the Issuers would agree to do so.

(c) The Pledgor further 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 Stock pursuant to this paragraph 9 valid and binding and in compliance with any and all other applicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this paragraph 9 will cause irreparable injury to the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations, that the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this paragraph 9 shall, subject to the Collateral Agency Agreement, be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants (to the extent permitted by applicable law) except for a defense that no Actionable Event or Bankruptcy Event of Default had occurred and was continuing at the time the Controlling Collateral Agent gave notice pursuant to paragraph 7(a) hereof.

10. Amendments, etc. with Respect to the Note Obligations. The Pledgor shall remain obligated hereunder, and the Collateral shall remain subject to the Lien granted hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice to or further assent by the Pledgor, any demand for payment of any of the Note Obligations made by the Note Collateral Agent or any holder thereof may be rescinded by the Note Collateral Agent or such holder, and any of the Note Obligations continued, and the Note Obligations, or the liability of the Pledgor or any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Note Collateral Agent or any holder of the Note Obligations, and the Note Obligation Documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or part, in accordance with the provisions of the Indenture and the Collateral Agency Agreement, and any guarantee, right of offset or other collateral security at any time held by the Note Collateral Agent or any holder of the Note Obligations for the payment of the Note Obligations may be sold, exchanged, waived, surrendered or released. Neither the Note Collateral Agent nor any holder of the Note Obligations shall have any obligation to protect, secure, perfect or insure this or any other Lien at any time held by it as security for the Note Obligations or any property

subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Note Obligations and notice of or proof of reliance by the Note Collateral Agent or any holder of the Note Obligations upon this Pledge Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Issuer or the Pledgor with respect to the Note Obligations.

11. Limitation on Duties Regarding Collateral. The Note Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Note Collateral Agent deals with similar securities and property for its own account. Neither the Note Collateral Agent, any holder of the Note Obligations nor any of their respective directors, officers, employees, agents or advisors shall be liable for failure to demand, collect or realize upon any of the 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 the Pledgor or otherwise.

12. Powers Coupled with an Interest. All authorizations and agencies herein contained with respect to the Collateral are irrevocable and constitute powers coupled with an interest.

13. Severability. Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. Attorney-in-Fact. Pledgor does hereby constitute the Note Collateral Agent, its successors and assigns, such Pledgor's true and lawful attorney, irrevocably, with full power (in the name of Pledgor or otherwise) to file any claims or take any action (in law or equity or as otherwise deemed appropriate by the Note Collateral Agent) which the Note Collateral Agent may deem reasonably necessary or advisable in the premises to protect its security interest pursuant to this Pledge Agreement but only after a Notice of an Actionable Event has been given and remains outstanding or after Pledgor has failed to take such action within a reasonable time after request therefor and in each case subject to the terms of the Collateral Agency Agreement. The Pledgor also hereby authorizes the Note Collateral Agent to file any financing or continuation statements which the Note Collateral Agent in its sole and reasonable discretion shall determine to be necessary, without the signature of the Pledgor to the extent permitted by applicable law. The Note Collateral Agent shall send a copy of each such financing or continuation statement to the Pledgor. A carbon, photographic or other reproduction of this Pledge Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

15. Paragraph Headings. The paragraph headings used in this Pledge Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

16. No Waiver; Cumulative Remedies. Neither the Note Collateral Agent nor any holder of the Note Obligations shall by any act (except as provided in paragraph 17 hereof) be deemed to have waived any right or remedy hereunder or to have acquiesced in any Actionable Event or Bankruptcy Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Note Collateral Agent or any holder of the Note Obligations, 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 Note Collateral Agent or any holder of the Note Obligations of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Note Collateral Agent or such holder of the Note Obligations 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.

17. Waivers and Amendments; Successors and Assigns. None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise modified except in accordance with the terms of the Indenture and the Collateral Agency Agreement. Without limiting the generality of the foregoing, amendments, waivers and consents effected in respect of certain provisions of the First Lien Documents shall, upon their effectiveness but only to the extent provided in the Collateral Agency Agreement, apply with equal force to the comparable provisions of this Pledge Agreement and become effective with respect thereto without the consent of or any other action on the part of any Person. This Pledge Agreement shall be binding upon the successors and assigns of the Pledgor and shall inure to the benefit of the Controlling Collateral Agent, the Note Collateral Agent and the holders of the Note Obligations and their respective successors and assigns.

18. GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

19. Notices. Notices by the Note Collateral Agent to the Pledgor or any Issuer may be given by mail, hand delivery or by facsimile transmission, addressed or transmitted to the Pledgor, Note Collateral Agent and to any Issuer, respectively, as follows:

if to the Pledgor:

625 Madison Avenue
New York, New York 10022

Attention: Senior Vice President and General Counsel Facsimile: 212-527-5693;

if to the Note Collateral Agent:

Wilmington Trust Company

Rodney Square North
1100 N. Market Street
Wilmington, DE 19890
Attention: Corporate Trust Administration Facsimile: 302-651-7772; and

if to the Issuer at its address or transmission number set forth under its signature on the Acknowledgement and Consent attached hereto and shall be effective (a) in the case of mail or hand delivery, when delivered, and (b) in the case of facsimile notices, when sent. The Pledgor and any Issuer may change their respective addresses and transmission numbers by written notice to the Note Collateral Agent.

20. Irrevocable Authorization and Instruction to Issuers. The Pledgor hereby authorizes and instructs any Issuer to comply with any instruction received by it from the Controlling Collateral Agent in writing that (a) states that a Notice of an Actionable Event has been given and is outstanding and (b) is otherwise in accordance with the terms of this Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that any Issuer shall be fully protected in so complying.

21. Authority of Administrative Agent. The Pledgor acknowledges that the rights and responsibilities of the Note Collateral Agent under this Pledge Agreement with respect to any action taken by the Note Collateral Agent or the exercise or non-exercise by the Note Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Note Collateral Agent and the holders of the Note Obligations, be governed by the Indenture and by the Collateral Agency Agreement, but, as between the Note Collateral Agent and the Pledgor, the Note Collateral Agent shall be conclusively presumed to be acting with full and valid authority so to act or refrain from acting, and neither the Pledgor nor any Issuer shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

22. Release of Collateral and Termination. The Collateral shall be released from the Lien created hereby, and this Pledge Agreement and all obligations of the Note Collateral Agent and the Pledgor hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to be duly executed and delivered as of the date first above written.

REVLON CONSUMER PRODUCTS CORPORATION

By:/s/ Michael T. Sheehan
   ----------------------------------
   Name: Michael Sheehan
   Title: Vice President

WILMINGTON TRUST COMPANY,
as Note Collateral Agent

By: /s/ James P. Lawler
   ---------------------------------------
   Name: James Lawler
   Title: Vice President

                                                                                   Stock
                                                              Class of             Cert.
Issuer                                 Jurisdiction           Stock                No.                 No. of Shares
------                                 ------------           -----                ------              -------------
----------------------------------------------------------------------------------------------------------------------
Revlon Gesellschaft mbH                Austria                Notarial Deeds       N/A                       429,000(1)
----------------------------------------------------------------------------------------------------------------------
Revlon Offshore Limited                Bermuda                Common               63                          8,582
----------------------------------------------------------------------------------------------------------------------
Almay Cosmetics Ltd.                   Canada                 Common               C-1                        33,000(2)
----------------------------------------------------------------------------------------------------------------------
RGI Limited                            Cayman Islands         Non-Voting           S-10                       44,000
----------------------------------------------------------------------------------------------------------------------
Deutsche Revlon GmbH                   Germany                Notarial Deeds       N/A                     2,972,970(3)
----------------------------------------------------------------------------------------------------------------------
Revlon Chile S.A.                      Chile                                       See footnote(4)               653
----------------------------------------------------------------------------------------------------------------------
Revlon Group Limited                   United Kingdom                              None                   14,520,000
----------------------------------------------------------------------------------------------------------------------
RGI Beauty Products (Pty.) Limited     South Africa           Ordinary             12                         13,200(5)
----------------------------------------------------------------------------------------------------------------------

(2) Stock Certificate No. C-1 represents 50,000 shares, of which 33,000 are pledged hereunder.

(3) Such Notarial Deeds represent 4,504,500 shares, of which 2,972,970 are pledged hereunder.

(4) Stock Certificate to be delivered within 30 days of the date hereof.

(5) Stock Certificate No. 12, together with one nominee share, represents 20,000 shares, of which 13,200 are pledged.

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

ALMAY COSMETICS LTD.

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name: Michael Sheehan
    Title:  Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

DEUTSCHE REVLON GMBH

By: /s/ Michael T. Sheehan
   -------------------------------------
   Name: Michael Sheehan
   Title:  Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON CHILE S.A.

By: /s/ Michael T. Sheehan
    -------------------------------
    Name: Michael Sheehan
    Title:  Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON GESELLSCHAFT MBH

By: /s/ Robert K. Kretzman
    -------------------------------
    Name: Robert Kretzman
    Title:  Attorney-in-fact

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON GROUP LIMITED

By: /s/ Michael T. Sheehan
    ---------------------------------
    Name: Michael Sheehan
    Title:  Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON OFFSHORE LIMITED

By: /s/ Michael T. Sheehan
    -------------------------------
    Name: Michael Sheehan
    Title:  Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

RGI BEAUTY PRODUCTS (PTY.) LIMITED

By: /s/ Michael T. Sheehan
    ------------------------------
    Name: Michael Sheehan
    Title:  Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

RGI LIMITED

By: /s/ Michael T. Sheehan
    ---------------------------
    Name: Michael Sheehan
    Title:  Assistant Secretary

EXHIBIT 4.8

SUBSDIARY PLEDGE AGREEMENT (INTERNATIONAL)
(Riros Corporation)

(Note Obligations)

PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2001, made by RIROS CORPORATION, a Delaware corporation (the "Pledgor"), in favor of WILMINGTON TRUST COMPANY, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent"), for the holders of the Note Obligations (as hereinafter defined).

WHEREAS, the Pledgor has guaranteed (the "Indenture Guarantee") the obligations of Revlon Consumer Products Corporation (the "Company") under the Indenture, dated as of November 26, 2001, among the Company, the Guarantors identified on the signature pages thereto and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), providing for the issuance of 12% Senior Secured Notes Due 2005 of the Company; and

WHEREAS, the Pledgor is a party to a Subsidiaries Guarantee (the "Bank Guarantee") referred to in the Second Amended and Restated Credit Agreement entered into by the Company on the date hereof ; and

WHEREAS, (i) to secure the Pledgor's guarantee of the Bank Obligations (as defined below) pursuant to the Bank Guarantee, the Pledgor has granted to the Administrative Agent (as defined below), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Collateral (as defined below) (the "First Pledge Lien"), and (ii) to secure the Pledgor's guarantee of the Note Obligations pursuant to the Indenture Guarantee, the Pledgor now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein).

NOW, THEREFORE, the Pledgor agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations as follows:

1. Defined Terms. The following terms shall have the following meanings:

"Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Administrative Agent" has the meaning assigned such term in the Collateral Agency Agreement.

"Bank Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Bankruptcy Event of Default" has the meaning assigned to such term in the Collateral Agency Agreement.

"Collateral" means all of the Pledgor's right, title and interest, whether now owned or hereafter acquired, in the Pledged Stock, all Investment Property and all Proceeds with respect thereto.

"Collateral Account" has the meaning assigned such term in the Collateral Agency Agreement.

"Collateral Agency Agreement" means the Amended and Restated Collateral Agency Agreement, dated as of May 30, 1997 and as further amended and restated as of the date hereof, among the Pledgor, JPMorgan Chase Bank, as bank agent, the Administrative Agent, the Trustee and the Note Collateral Agent, as the same may be amended, supplemented or otherwise modified from time to time.

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

"Controlling Collateral Agent" means (i) with respect to Collateral that is also subject to Liens granted under any First Lien Document: at all times prior to the First Pledge Lien Termination Date, the Administrative Agent and, thereafter, the Note Collateral Agent; and (ii) with respect to Collateral that is not subject to any Lien granted under any First Lien Document: at all times, the Note Collateral Agent.

"Excluded Entities" means Madison (Services) Pty. Ltd.; Revlon (Aust.) Services Pty. Ltd.; Revlon Professional Holding Company LLC; Revlon Pension Trustee Company (U.K.) Limited; and Revlon (Maesteg) Pension Trustee Company Limited.

"First Lien Documents" has the meaning assigned such term in the Collateral Agency Agreement.

"First Lien Termination Date" has the meaning assigned such term in the Collateral Agency Agreement.

"First Pledge Lien" has the meaning assigned such term in the recitals hereto.

"First Pledge Lien Termination Date" means either (a) the date on which the First Pledge Lien is released in accordance with the terms of the Collateral Agency Agreement or (b) the date on which all Bank Obligations are Fully Satisfied (as defined in the Collateral Agency Agreement), whichever shall first occur; provided, however, that if a First Lien Termination Date is deemed not to have occurred under Section 5.2(f) of the Collateral Agency Agreement, any First Pledge Lien Termination Date that has occurred shall likewise be deemed not to have occurred, and such event shall be governed by the terms and provisions of
Section 5.2(f) of the Collateral Agency Agreement.

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

"Guarantee Obligations" means the obligations of the Pledgor under the Indenture Guarantee.

"Investment Property" shall mean the collective reference to (a) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC and (b) whether or not constituting "investment property" as so defined, all Pledged Stock; provided, that in no event shall Investment Property include (i) the capital stock or other equity interests of any Excluded Entity, (ii) any "investment property" as so defined held by the Pledgor in respect of its obligations pursuant to any employee benefit, welfare or pension plan or similar arrangement of the Pledgor or any of its Subsidiaries, (iii) more than 66% of the total outstanding Voting Stock of any Subsidiary of the Pledgor which is not organized under the laws of a State within the United States, or (iv) any asset pledged under or otherwise subject to any Security Document (as defined in the Indenture) that is entitled Company Pledge Agreement (Domestic) or Subsidiary Pledge Agreement (Domestic).

"Liens" has the meaning assigned such term in the Indenture.

"Non-Voting Stock" means outstanding shares of capital stock or other ownership interests not entitled to vote (within the meaning of Treasury Regulations ss. 1.956-2(c)(2)).

"Note Collateral Agent" means Wilmington Trust Company and any successors thereof appointed in accordance with the terms of the Collateral Agency Agreement, in each case as collateral agent for the holders of the Note Obligations.

"Note Obligation Document" has the meaning assigned such term in the Collateral Agency Agreement.

"Note Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Notice of an Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Permitted Liens" has the meaning assigned such term in the Indenture.

"Person" has the meaning assigned such term in the Indenture.

"Pledge Agreement" means this Pledge and Security Agreement, as amended, supplemented or otherwise modified from time to time.

"Pledged Stock" means, subject to the last sentence of subsection 5(a) of this Pledge Agreement, the shares of capital stock of the Issuers listed on Schedule 1 hereto, together with the stock certificates representing such shares, or stock dividends, options, warrants or rights of any nature whatsoever that may be received or receivable by or otherwise distributed to the Pledgor in respect of or in exchange for any or all of such shares, or otherwise in accordance with the provisions of Section 5(a), while this Pledge Agreement is in effect.

"Proceeds" means all "proceeds" as such term is defined in Section 9-102(a)(64) of the UCC on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock, collections thereon or distributions with respect thereto.

"Requirements of Law" means the Certificate of Incorporation and By-Laws or other organizational or governing documents of the Pledgor, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon the Pledgor or any of its material property or to which the Pledgor or any of its material property is subject.

"Secured Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Subsidiary": as defined in the Indenture.

"Termination Date" means the earlier of (a) the date on which, pursuant to
Section 8 of the Collateral Agency Agreement, the Note Collateral Agent is required to release its security interest in all collateral security pledged or otherwise granted to it by the Pledgor pursuant to this Pledge Agreement, or (b) the date on which the Indenture Obligations have been Fully Satisfied (each as defined in the Collateral Agency Agreement), whichever shall first occur.

"UCC" means the Uniform Commercial Code from time to time in effect in the State of New York.

"Voting Stock," as to any issuer, shall mean 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 ss. 1.956-2(c)(2)).

2. Grant of Security Interest; Collateral Agency Agreement Controls.

(a) Grant. The Pledgor hereby pledges to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, and delivers (or has delivered) to the Controlling Collateral Agent, for the benefit of the holders of the Note Obligations and the other Secured Obligations, all the Pledged Stock and hereby grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantee Obligations. Notwithstanding anything to the contrary contained herein, the Collateral described herein shall constitute collateral security only for those Guarantee Obligations with respect to which the

Proceeds of such Collateral are applied pursuant to Section 4.2(b) (or, if applicable, 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Collateral only to the extent of such Guarantee Obligations.

(b) Collateral Agency Agreement Controls. Notwithstanding anything to the contrary contained in this Pledge Agreement but subject to the last sentence of this Section 2(b), all of the rights and obligations of the parties hereto set forth herein are subject to the terms of the Collateral Agency Agreement, which shall be controlling. Without limiting the generality of the foregoing, the rights of the Note Collateral Agent and the holders of the Note Obligations set forth herein relating to (i) the release of or realization upon Collateral that is subject to Liens granted under the First Lien Documents, (ii) amendments to or waivers in respect of this Pledge Agreement or any other Note Obligation Document, (iii) the exercise of remedies with respect to Collateral that is subject to Liens granted under the First Lien Documents, (iv) the right to receive, hold and apply Proceeds that are subject to Liens granted under the First Lien Documents and (v) all other matters addressed herein are granted subject to, and shall be exercised in accordance with, the terms of the Collateral Agency Agreement. The terms of this Section 2(b) shall not prevent the Note Collateral Agent from taking such actions or reasonably requesting the Pledgor to take such actions as are necessary to perfect or maintain the perfection of the Note Collateral Agent's security interest in the Collateral, nor shall such terms mitigate the Pledgor's obligations hereunder to take such actions, provide such information and deliver such documents, instruments and certificates as may be necessary to perfect or maintain the perfection of such security interest.

3. Stock Powers. Unless such stock power previously has been delivered to the Controlling Collateral Agent, the Pledgor shall deliver an undated stock power covering each certificate representing one or more shares of Pledged Stock concurrently with the delivery to the Controlling Collateral Agent of such certificate, duly executed in blank by the Pledgor with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed.

4. Representations and Warranties. The Pledgor represents and warrants to the Note Collateral Agent that:

(a) the Pledgor has the corporate power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the Lien on the Collateral pursuant to this Pledge Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of, and grant of the Lien on the Collateral pursuant to this Pledge Agreement;

(b) this Pledge Agreement constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles;

(c) the execution, delivery and performance of this Pledge Agreement will not violate any Contractual Obligation or material Requirement of Law of the Pledgor and will not result in the creation or imposition of any Liens on any of the properties or assets of the

Pledgor pursuant to the provisions of any Contractual Obligation, except as contemplated hereby;

(d) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of the Pledgor), is required in connection with the execution, delivery, performance, validity or enforceability of this Pledge Agreement, except for UCC-1 financing statement filings with the appropriate Governmental Authorities and such consents which have already been obtained;

(e) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Pledgor, threatened against the Pledgor or against any of its properties or assets with respect to this Pledge Agreement or any of the transactions contemplated hereby;

(f) the shares of Pledged Stock of each Issuer listed on Schedule 1, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, constitute 66% (rounded downwards to avoid fractional shares) of the issued and outstanding shares of all classes of Voting Stock and 100% of the issued and outstanding shares of all classes of Non-Voting Stock of such Issuer that are owned by the Pledgor;

(g) all the shares of the Pledged Stock have been duly authorized and validly issued and are fully paid and nonassessable;

(h) the Pledgor is the record and beneficial owner of, and has good title to, the Pledged Stock listed on Schedule I, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens;

(i) upon delivery to the Controlling Collateral Agent of the stock certificates evidencing the Pledged Stock, and the filing of a UCC-1 financing statement in the filing office in which a secured party would be required to file a financing statement under the UCC in order to perfect its security interest in Investment Property, the Lien granted pursuant to this Pledge Agreement will constitute a valid, perfected second priority Lien on the Collateral subject to the Lien of a securities intermediary or commodities intermediary (as each such term is defined in the UCC), if any, in Investment Property and subject to other Permitted Liens, and enforceable as such against all creditors of the Pledgor and any Persons purporting to purchase any Collateral from the Pledgor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles;

(j) no Default or Event of Default has occurred and is continuing on the date hereof and no Default or Event of Default will occur as a result of consummation of the transactions contemplated hereby; and

(k) the pledge of the Collateral pursuant to this Pledge Agreement does not violate Regulations T, U or X of the Federal Reserve Board or any successors to such regulations as of the date hereof.

5. Covenants. The Pledgor covenants and agrees with the Note Collateral Agent that, from and after the date of this Pledge Agreement until the Termination Date:

(a) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), hold the same in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), and deliver the same forthwith to the Controlling Collateral Agent in the exact form received, duly indorsed by the Pledgor to the Controlling Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed, to be held by the Controlling Collateral Agent, subject to the terms hereof and the terms of the Collateral Agency Agreement, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations). Except as otherwise permitted by the Indenture, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer and any sums paid in connection with the redemption of, or in exchange for, collateral, shall be paid over to the Controlling Collateral Agent for deposit by it in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Controlling Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations), subject to the terms of the Collateral Agency Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Controlling Collateral Agent, hold such money or property in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), subject to the Collateral Agency Agreement, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations). Notwithstanding the foregoing provisions of this Section 5(a) or any other provision of this Agreement, in no event shall more than 66% (rounded downwards to avoid fractional shares) of the issued and outstanding shares of all classes of Voting Stock and 100% of the issued and outstanding shares of all classes of Non-Voting Stock of any Issuer owned by the Pledgor constitute Pledged Stock or Collateral hereunder; and, if at

any time the Pledgor delivers to the Controlling Collateral Agent stock certificates representing more than 66% (rounded downwards to avoid fractional shares) of the issued and outstanding shares of all classes of Voting Stock owned by the Pledgor, such excess shares of Voting Stock shall not constitute Pledged Stock.

(b) The Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer 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 which in any such case would be in violation of the terms of the Indenture, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral in violation of the terms of the Indenture, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement and Permitted Liens. The Pledgor will defend the right, title and interest of the Note Collateral Agent and the holders of the Note Obligations in and to the Collateral against the claims and demands of all Persons whomsoever, other than in the case of Permitted Liens.

(c) At any time and from time to time, upon the written request of the Note Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as may be necessary or that the Note Collateral Agent may reasonably request for the purposes of perfecting or protecting any security interest granted hereby or to enable the Note Collateral Agent to obtain or preserve the full benefits of this Pledge Agreement and of the rights and powers herein granted.

(d) The Pledgor agrees to pay, and to save the Note Collateral Agent and the holders of the Note Obligations harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.

6. Dividends; Voting Rights. Unless a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice to the Pledgor of the Controlling Collateral Agent's intent to exercise its corresponding rights pursuant to paragraph 7 (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), the Pledgor shall be permitted to receive all dividends (whether in cash or evidenced by a note or chattel paper but other than stock dividends) free of the Lien created by this Pledge Agreement, to the extent that such dividends are permitted under the Indenture, in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Controlling Collateral Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Pledge Agreement or the Indenture.

7. Rights of the Controlling Collateral Agent and the Holders of the Note Obligations. (a) If a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice of its intent to exercise

such rights to the Pledgor (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), (i) the Controlling Collateral Agent shall have the right to receive any and all dividends (whether in cash or evidenced by a note or chattel paper) paid in respect of the Pledged Stock and shall, pursuant to the Collateral Agency Agreement, deposit the proceeds of such cash dividends in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and (ii) all shares of the Pledged Stock shall be registered in the name of the Controlling Collateral Agent or its nominee, and the Controlling Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the Issuers or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuers, or upon the exercise by the Pledgor or the Controlling Collateral Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Controlling Collateral Agent shall have no duty to the Pledgor 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 Controlling Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph 7(a)(ii) and to receive the dividends and distributions which it is authorized to receive and retain pursuant to paragraph 7(a)(i), the Pledgor shall, if necessary, upon written notice from the Controlling Collateral Agent (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), from time to time execute and deliver (or cause to be executed and delivered) to the Controlling Collateral Agent all such proxies, dividend payment orders and other instruments as the Controlling Collateral Agent may reasonably request.

(c) The rights of the Note Collateral Agent and the holders of the Note Obligations hereunder shall not be conditioned or contingent upon the pursuit by the Note Collateral Agent or any holder of the Note Obligations of any right or remedy against the Issuers or against any other Person which may be or become liable in respect of all or any part of the Note Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Note Collateral Agent nor any holder of the Note Obligations shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Note Collateral Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

8. Remedies. If a Notice of an Actionable Event shall have been given and remains outstanding, the Controlling Collateral Agent, on behalf of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), may exercise, in addition to all other rights and remedies granted in this Pledge Agreement and in any other instrument or agreement securing, evidencing or relating to the

Guarantee Obligations, but subject to the terms of the Collateral Agency Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Controlling 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 the Pledgor, the Issuers 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, but subject to the terms of the Collateral Agency Agreement, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of the Controlling Collateral Agent 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. The Controlling Collateral Agent or any holder of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations) shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in the Pledgor, which right or equity is hereby waived or released. The Controlling Collateral Agent shall, pursuant to the Collateral Agency Agreement, deposit any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement. In the absence of gross negligence or willful misconduct, neither the Controlling Collateral Agent nor any holder of Note Obligations shall be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the Pledged Stock and the other Collateral of any nature or kind or any matter or proceeding arising out of or related thereto, but the same shall be at the Pledgor's sole risk at all times. The Pledgor hereby releases the Controlling Collateral Agent, the Note Collateral Agent, and the holders of Note Obligations from any claims, causes of action and demands at any time arising out of or with respect to this Pledge Agreement, the Pledged Stock and the other Collateral and/or any actions taken or omitted to be taken by the Controlling Collateral Agent, the Note Collateral Agent, and/or the holders of Note Obligations with respect thereto and the Pledgor hereby agrees to hold the Controlling Collateral Agent, the Note Collateral Agent, and/or such holder of Note Obligations, as the case may be, harmless from and with respect to any and all such claims, causes of action and demands, except in the case of the Controlling Collateral Agent, the Note Collateral Agent, or any holder of Note Obligations, to the extent of any gross negligence or willful misconduct on the part of the Controlling Collateral Agent, the Note Collateral Agent, or such holder of Note Obligations, as the case may be, subject in each case to the terms of the Collateral Agency Agreement. 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. All waivers by the Pledgor of rights (including rights to notice), and all rights and remedies afforded the Controlling Collateral Agent herein, and all other provisions of this Pledge Agreement, are expressly made subject to any applicable mandatory provisions of law limiting, or imposing conditions (including conditions as to reasonableness) upon, such waivers or the effectiveness thereof or any such rights and remedies. Any sale or other disposition of the Collateral and the possession thereof by the Controlling Collateral Agent shall

be in compliance with all provisions of applicable law (including applicable securities laws and applicable provisions of the UCC). The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Guarantee Obligations and the reasonable fees and disbursements of any attorneys employed by the Controlling Collateral Agent, the Note Collateral Agent or any holder of the Note Obligations to collect such deficiency.

9. Registration Rights; Private Sales. (a) If the Controlling Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, and if in the opinion of the Controlling Collateral Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended, or the applicable laws of any jurisdiction outside of the United States (such Act and such other applicable laws collectively, the "Securities Act"), the Pledgor will cause the Issuers to
(i) execute and deliver, and use its best efforts to cause the directors and officers of the Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Controlling Collateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Controlling Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission (or applicable regulatory body under the laws of any jurisdiction outside of the United States) applicable thereto. The Pledgor agrees to cause the Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions (including foreign jurisdictions) which the Controlling Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) The Pledgor recognizes that the Controlling Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will 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. The Pledgor 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 Controlling Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuers to register such securities for public sale under the Securities Act, or under applicable state or foreign securities laws, even if the Issuers would agree to do so.

(c) The Pledgor further 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 Stock pursuant to this paragraph 9 valid and binding and in compliance with any and all other applicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this paragraph 9 will cause irreparable injury to the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations, that the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this paragraph 9 shall, subject to the Collateral Agency Agreement, be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants (to the extent permitted by applicable law) except for a defense that no Actionable Event or Bankruptcy Event of Default had occurred and was continuing at the time the Controlling Collateral Agent gave notice pursuant to paragraph 7(a) hereof.

10. Amendments, etc. with Respect to the Note Obligations. The Pledgor shall remain obligated hereunder, and the Collateral shall remain subject to the Lien granted hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice to or further assent by the Pledgor, any demand for payment of any of the Note Obligations made by the Note Collateral Agent or any holder thereof may be rescinded by the Note Collateral Agent or such holder, and any of the Note Obligations continued, and the Note Obligations, or the liability of the Pledgor or any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Note Collateral Agent or any holder of the Note Obligations, and the Note Obligation Documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or part, in accordance with the provisions of the Indenture and the Collateral Agency Agreement, and any guarantee, right of offset or other collateral security at any time held by the Note Collateral Agent or any holder of the Note Obligations for the payment of the Note Obligations may be sold, exchanged, waived, surrendered or released. Neither the Note Collateral Agent nor any holder of the Note Obligations shall have any obligation to protect, secure, perfect or insure this or any other Lien at any time held by it as security for the Note Obligations or any property subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Note Obligations and notice of or proof of reliance by the Note Collateral Agent or any holder of the Note Obligations upon this Pledge Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Issuer or the Pledgor with respect to the Note Obligations.

11. Limitation on Duties Regarding Collateral. The Note Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Note Collateral Agent deals with similar securities and property for its own account. Neither the Note Collateral Agent, any holder of the Note Obligations nor any of their respective directors, officers, employees, agents or advisors shall be liable for failure to demand, collect or realize upon any of the 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 the Pledgor or otherwise.

12. Powers Coupled with an Interest. All authorizations and agencies herein contained with respect to the Collateral are irrevocable and constitute powers coupled with an interest.

13. Severability. Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. Attorney-in-Fact. Pledgor does hereby constitute the Note Collateral Agent, its successors and assigns, such Pledgor's true and lawful attorney, irrevocably, with full power (in the name of Pledgor or otherwise) to file any claims or take any action (in law or equity or as otherwise deemed appropriate by the Note Collateral Agent) which the Note Collateral Agent may deem reasonably necessary or advisable in the premises to protect its security interest pursuant to this Pledge Agreement but only after a Notice of an Actionable Event has been given and remains outstanding or after Pledgor has failed to take such action within a reasonable time after request therefor and in each case subject to the terms of the Collateral Agency Agreement. The Pledgor also hereby authorizes the Note Collateral Agent to file any financing or continuation statements which the Note Collateral Agent in its sole and reasonable discretion shall determine to be necessary, without the signature of the Pledgor to the extent permitted by applicable law. The Note Collateral Agent shall send a copy of each such financing or continuation statement to the Pledgor. A carbon, photographic or other reproduction of this Pledge Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

15. Paragraph Headings. The paragraph headings used in this Pledge Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

16. No Waiver; Cumulative Remedies. Neither the Note Collateral Agent nor any holder of the Note Obligations shall by any act (except as provided in paragraph 17 hereof) be deemed to have waived any right or remedy hereunder or to have acquiesced in any Actionable Event or Bankruptcy Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Note Collateral Agent or any holder of the Note Obligations, 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 Note Collateral Agent or any holder of the Note Obligations of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Note Collateral Agent or such holder of the Note Obligations 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.

17. Waivers and Amendments; Successors and Assigns. None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise

modified except in accordance with the terms of the Indenture and the Collateral Agency Agreement. Without limiting the generality of the foregoing, amendments, waivers and consents effected in respect of certain provisions of the First Lien Documents shall, upon their effectiveness but only to the extent provided in the Collateral Agency Agreement, apply with equal force to the comparable provisions of this Pledge Agreement and become effective with respect thereto without the consent of or any other action on the part of any Person. This Pledge Agreement shall be binding upon the successors and assigns of the Pledgor and shall inure to the benefit of the Controlling Collateral Agent, the Note Collateral Agent and the holders of the Note Obligations and their respective successors and assigns.

18. GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

19. Notices. Notices by the Note Collateral Agent to the Pledgor or any Issuer may be given by mail, hand delivery or by facsimile transmission, addressed or transmitted to the Pledgor, Note Collateral Agent and to any Issuer, respectively, as follows:

if to the Pledgor:

625 Madison Avenue
New York, New York 10022

Attention: Senior Vice President and General Counsel Facsimile: 212-527-5693;

if to the Note Collateral Agent:

Wilmington Trust Company

Rodney Square North
1100 N. Market Street
Wilmington, DE 19890
Attention: Corporate Trust Administration Facsimile: 302-651-7772; and

if to the Issuer at its address or transmission number set forth under its signature on the Acknowledgement and Consent attached hereto and shall be effective (a) in the case of mail or hand delivery, when delivered, and (b) in the case of facsimile notices, when sent. The Pledgor and any Issuer may change their respective addresses and transmission numbers by written notice to the Note Collateral Agent.

20. Irrevocable Authorization and Instruction to Issuers. The Pledgor hereby authorizes and instructs any Issuer to comply with any instruction received by it from the Controlling Collateral Agent in writing that (a) states that a Notice of an Actionable Event has been given and is outstanding and (b) is otherwise in accordance with the terms of this Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that any Issuer shall be fully protected in so complying.

21. Authority of Administrative Agent. The Pledgor acknowledges that the rights and responsibilities of the Note Collateral Agent under this Pledge Agreement with respect to any action taken by the Note Collateral Agent or the exercise or non-exercise by the Note Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Note Collateral Agent and the holders of the Note Obligations, be governed by the Indenture and by the Collateral Agency Agreement, but, as between the Note Collateral Agent and the Pledgor, the Note Collateral Agent shall be conclusively presumed to be acting with full and valid authority so to act or refrain from acting, and neither the Pledgor nor any Issuer shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

22. Release of Collateral and Termination. The Collateral shall be released from the Lien created hereby, and this Pledge Agreement and all obligations of the Note Collateral Agent and the Pledgor hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to be duly executed and delivered as of the date first above written.

RIROS CORPORATION

By: /s/ Michael T. Sheehan
    --------------------------------------------
    Name:    Michael Sheehan
    Title:   Assistant Secretary

WILMINGTON TRUST COMPANY,
as Note Collateral Agent

By: /s/ James P. Lawler
    --------------------------------------------
    Name:    James P. Lawler
    Title:   Vice President

None.

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

[ ]

By:____________________________________ Name:

Title:

Address for Notices:
c/o Revlon Consumer Products Corporation
625 Madison Avenue
New York, New York 10022
Attn: Senior Vice President and
General Counsel
Facsimile: (212) 527-5693

EXHIBIT 4.9

SUBSDIARY PLEDGE AGREEMENT (INTERNATIONAL)
(Revlon International Corporation)

(Note Obligations)

PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2001, made by REVLON INTERNATIONAL CORPORATION, a Delaware corporation (the "Pledgor"), in favor of WILMINGTON TRUST COMPANY, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent"), for the holders of the Note Obligations (as hereinafter defined).

WHEREAS, the Pledgor has guaranteed (the "Indenture Guarantee") the obligations of Revlon Consumer Products Corporation (the "Company") under the Indenture, dated as of November 26, 2001, among the Company, the Guarantors identified on the signature pages thereto and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), providing for the issuance of 12% Senior Secured Notes Due 2005 of the Company; and

WHEREAS, the Pledgor is a party to a Subsidiaries Guarantee (the "Bank Guarantee") referred to in the Second Amended and Restated Credit Agreement entered into by the Company on the date hereof ; and

WHEREAS, (i) to secure the Pledgor's guarantee of the Bank Obligations (as defined below) pursuant to the Bank Guarantee, the Pledgor has granted to the Administrative Agent (as defined below), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Collateral (as defined below) (the "First Pledge Lien"), and (ii) to secure the Pledgor's guarantee of the Note Obligations pursuant to the Indenture Guarantee, the Pledgor now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein).

NOW, THEREFORE, the Pledgor agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations as follows:

1. Defined Terms. The following terms shall have the following meanings:

"Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Administrative Agent" has the meaning assigned such term in the Collateral Agency Agreement.

"Bank Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Bankruptcy Event of Default" has the meaning assigned to such term in the Collateral Agency Agreement.

"Collateral" means all of the Pledgor's right, title and interest, whether now owned or hereafter acquired, in the Pledged Stock, all Investment Property and all Proceeds with respect thereto.

"Collateral Account" has the meaning assigned such term in the Collateral Agency Agreement.

"Collateral Agency Agreement" means the Amended and Restated Collateral Agency Agreement, dated as of May 30, 1997 and as further amended and restated as of the date hereof, among the Pledgor, JPMorgan Chase Bank, as bank agent, the Administrative Agent, the Trustee and the Note Collateral Agent, as the same may be amended, supplemented or otherwise modified from time to time.

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

"Controlling Collateral Agent" means (i) with respect to Collateral that is also subject to Liens granted under any First Lien Document:
at all times prior to the First Pledge Lien Termination Date, the Administrative Agent and, thereafter, the Note Collateral Agent; and (ii) with respect to Collateral that is not subject to any Lien granted under any First Lien Document: at all times, the Note Collateral Agent.

"Excluded Entities" means Madison (Services) Pty. Ltd.; Revlon (Aust.) Services Pty. Ltd.; Revlon Professional Holding Company LLC; Revlon Pension Trustee Company (U.K.) Limited; and Revlon (Maesteg) Pension Trustee Company Limited.

"First Lien Documents" has the meaning assigned such term in the Collateral Agency Agreement.

"First Lien Termination Date" has the meaning assigned such term in the Collateral Agency Agreement.

"First Pledge Lien" has the meaning assigned such term in the recitals hereto.

"First Pledge Lien Termination Date" means either (a) the date on which the First Pledge Lien is released in accordance with the terms of the Collateral Agency Agreement or (b) the date on which all Bank Obligations are Fully Satisfied (as defined in the Collateral Agency Agreement), whichever shall first occur; provided, however, that if a First Lien Termination Date is deemed not to have occurred under Section 5.2(f) of the Collateral Agency Agreement, any First Pledge Lien Termination Date that has occurred shall likewise be deemed not to have occurred, and such event shall be governed by the terms and provisions of Section 5.2(f) of the Collateral Agency Agreement.

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

"Guarantee Obligations" means the obligations of the Pledgor under the Indenture Guarantee.

"Investment Property" shall mean the collective reference to
(a) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC and (b) whether or not constituting "investment property" as so defined, all Pledged Stock; provided, that in no event shall Investment Property include
(i) the capital stock or other equity interests of any Excluded Entity, (ii) any "investment property" as so defined held by the Pledgor in respect of its obligations pursuant to any employee benefit, welfare or pension plan or similar arrangement of the Pledgor or any of its Subsidiaries, (iii) more than 66% of the total outstanding Voting Stock of any Subsidiary of the Pledgor which is not organized under the laws of a State within the United States, or (iv) any asset pledged under or otherwise subject to any Security Document (as defined in the Indenture) that is entitled Company Pledge Agreement (Domestic) or Subsidiary Pledge Agreement (Domestic).

"Liens" has the meaning assigned such term in the Indenture.

"Non-Voting Stock" means outstanding shares of capital stock or other ownership interests not entitled to vote (within the meaning of Treasury Regulations (Section) 1.956-2(c)(2)).

"Note Collateral Agent" means Wilmington Trust Company and any successors thereof appointed in accordance with the terms of the Collateral Agency Agreement, in each case as collateral agent for the holders of the Note Obligations.

"Note Obligation Document" has the meaning assigned such term in the Collateral Agency Agreement.

"Note Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Notice of an Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Permitted Liens" has the meaning assigned such term in the Indenture.

"Person" has the meaning assigned such term in the Indenture.

"Pledge Agreement" means this Pledge and Security Agreement, as amended, supplemented or otherwise modified from time to time.

"Pledged Stock" means, subject to the last sentence of subsection 5(a) of this Pledge Agreement, the shares of capital stock of the Issuers listed on Schedule 1 hereto, together with the stock certificates representing such shares, or stock dividends, options, warrants or rights of any nature whatsoever that may be received or receivable by or otherwise distributed to the Pledgor in respect of or in exchange for any or all of such shares, or otherwise in accordance with the provisions of Section 5(a), while this Pledge Agreement is in effect.

"Proceeds" means all "proceeds" as such term is defined in
Section 9-102(a)(64) of the UCC on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock, collections thereon or distributions with respect thereto.

"Requirements of Law" means the Certificate of Incorporation and By-Laws or other organizational or governing documents of the Pledgor, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon the Pledgor or any of its material property or to which the Pledgor or any of its material property is subject.

"Secured Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Subsidiary" has the meaning assigned such term in the Indenture.

"Termination Date" means the earlier of (a) the date on which, pursuant to Section 8 of the Collateral Agency Agreement, the Note Collateral Agent is required to release its security interest in all collateral security pledged or otherwise granted to it by the Pledgor pursuant to this Pledge Agreement, or (b) the date on which the Indenture Obligations have been Fully Satisfied (each as defined in the Collateral Agency Agreement), whichever shall first occur.

"UCC" means the Uniform Commercial Code from time to time in effect in the State of New York.

"Voting Stock," as to any issuer, shall mean 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 (Section) 1.956-2(c)(2)).

2. Grant of Security Interest; Collateral Agency Agreement Controls.

(a) Grant. The Pledgor hereby pledges to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, and delivers (or has delivered) to the Controlling Collateral Agent, for the benefit of the holders of the Note Obligations and the other Secured Obligations, all the Pledged Stock and hereby grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantee Obligations. Notwithstanding anything to the contrary contained herein, the Collateral described herein shall constitute collateral security only for those Guarantee Obligations with respect to which the

Proceeds of such Collateral are applied pursuant to Section 4.2(b) (or, if applicable, 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Collateral only to the extent of such Guarantee Obligations.

(b) Collateral Agency Agreement Controls. Notwithstanding anything to the contrary contained in this Pledge Agreement but subject to the last sentence of this Section 2(b), all of the rights and obligations of the parties hereto set forth herein are subject to the terms of the Collateral Agency Agreement, which shall be controlling. Without limiting the generality of the foregoing, the rights of the Note Collateral Agent and the holders of the Note Obligations set forth herein relating to (i) the release of or realization upon Collateral that is subject to Liens granted under the First Lien Documents,
(ii) amendments to or waivers in respect of this Pledge Agreement or any other Note Obligation Document, (iii) the exercise of remedies with respect to Collateral that is subject to Liens granted under the First Lien Documents, (iv) the right to receive, hold and apply Proceeds that are subject to Liens granted under the First Lien Documents and (v) all other matters addressed herein are granted subject to, and shall be exercised in accordance with, the terms of the Collateral Agency Agreement. The terms of this Section 2(b) shall not prevent the Note Collateral Agent from taking such actions or reasonably requesting the Pledgor to take such actions as are necessary to perfect or maintain the perfection of the Note Collateral Agent's security interest in the Collateral, nor shall such terms mitigate the Pledgor's obligations hereunder to take such actions, provide such information and deliver such documents, instruments and certificates as may be necessary to perfect or maintain the perfection of such security interest.

3. Stock Powers. Unless such stock power previously has been delivered to the Controlling Collateral Agent, the Pledgor shall deliver an undated stock power covering each certificate representing one or more shares of Pledged Stock concurrently with the delivery to the Controlling Collateral Agent of such certificate, duly executed in blank by the Pledgor with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed.

4. Representations and Warranties. The Pledgor represents and warrants to the Note Collateral Agent that:

(a) the Pledgor has the corporate power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the Lien on the Collateral pursuant to this Pledge Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of, and grant of the Lien on the Collateral pursuant to this Pledge Agreement;

(b) this Pledge Agreement constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles;

(c) the execution, delivery and performance of this Pledge Agreement will not violate any Contractual Obligation or material Requirement of Law of the Pledgor and will not result in the creation or imposition of any Liens on any of the properties or assets of the

Pledgor pursuant to the provisions of any Contractual Obligation, except as contemplated hereby;

(d) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of the Pledgor), is required in connection with the execution, delivery, performance, validity or enforceability of this Pledge Agreement, except for UCC-1 financing statement filings with the appropriate Governmental Authorities and such consents which have already been obtained;

(e) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Pledgor, threatened against the Pledgor or against any of its properties or assets with respect to this Pledge Agreement or any of the transactions contemplated hereby;

(f) the shares of Pledged Stock of each Issuer listed on Schedule 1, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, constitute 66% (rounded downwards to avoid fractional shares) of the issued and outstanding shares of all classes of Voting Stock and 100% of the issued and outstanding shares of all classes of Non-Voting Stock of such Issuer that are owned by the Pledgor;

(g) all the shares of the Pledged Stock have been duly authorized and validly issued and are fully paid and nonassessable;

(h) the Pledgor is the record and beneficial owner of, and has good title to, the Pledged Stock listed on Schedule I, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens;

(i) upon delivery to the Controlling Collateral Agent of the stock certificates evidencing the Pledged Stock, and the filing of a UCC-1 financing statement in the filing office in which a secured party would be required to file a financing statement under the UCC in order to perfect its security interest in Investment Property, the Lien granted pursuant to this Pledge Agreement will constitute a valid, perfected second priority Lien on the Collateral subject to the Lien of a securities intermediary or commodities intermediary (as each such term is defined in the UCC), if any, in Investment Property and subject to other Permitted Liens, and enforceable as such against all creditors of the Pledgor and any Persons purporting to purchase any Collateral from the Pledgor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles;

(j) no Default or Event of Default has occurred and is continuing on the date hereof and no Default or Event of Default will occur as a result of consummation of the transactions contemplated hereby; and

(k) the pledge of the Collateral pursuant to this Pledge Agreement does not violate Regulations T, U or X of the Federal Reserve Board or any successors to such regulations as of the date hereof.

5. Covenants. The Pledgor covenants and agrees with the Note Collateral Agent that, from and after the date of this Pledge Agreement until the Termination Date:

(a) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), hold the same in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), and deliver the same forthwith to the Controlling Collateral Agent in the exact form received, duly indorsed by the Pledgor to the Controlling Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed, to be held by the Controlling Collateral Agent, subject to the terms hereof and the terms of the Collateral Agency Agreement, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations). Except as otherwise permitted by the Indenture, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer and any sums paid in connection with the redemption of, or in exchange for, collateral, shall be paid over to the Controlling Collateral Agent for deposit by it in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Controlling Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations), subject to the terms of the Collateral Agency Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Controlling Collateral Agent, hold such money or property in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), subject to the Collateral Agency Agreement, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations). Notwithstanding the foregoing provisions of this Section 5(a) or any other provision of this Agreement, in no event shall more than 66% (rounded downwards to avoid fractional shares) of the issued and outstanding shares of all classes of Voting Stock and 100% of the issued and outstanding shares of all classes of Non-Voting Stock of any Issuer owned by the Pledgor constitute Pledged Stock or Collateral hereunder; and, if at

any time the Pledgor delivers to the Controlling Collateral Agent stock certificates representing more than 66% (rounded downwards to avoid fractional shares) of the issued and outstanding shares of all classes of Voting Stock owned by the Pledgor, such excess shares of Voting Stock shall not constitute Pledged Stock.

(b) The Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer 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 which in any such case would be in violation of the terms of the Indenture, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral in violation of the terms of the Indenture, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement and Permitted Liens. The Pledgor will defend the right, title and interest of the Note Collateral Agent and the holders of the Note Obligations in and to the Collateral against the claims and demands of all Persons whomsoever, other than in the case of Permitted Liens.

(c) At any time and from time to time, upon the written request of the Note Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as may be necessary or that the Note Collateral Agent may reasonably request for the purposes of perfecting or protecting any security interest granted hereby or to enable the Note Collateral Agent to obtain or preserve the full benefits of this Pledge Agreement and of the rights and powers herein granted.

(d) The Pledgor agrees to pay, and to save the Note Collateral Agent and the holders of the Note Obligations harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.

6. Dividends; Voting Rights. Unless a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice to the Pledgor of the Controlling Collateral Agent's intent to exercise its corresponding rights pursuant to paragraph 7 (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), the Pledgor shall be permitted to receive all dividends (whether in cash or evidenced by a note or chattel paper but other than stock dividends) free of the Lien created by this Pledge Agreement, to the extent that such dividends are permitted under the Indenture, in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Controlling Collateral Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Pledge Agreement or the Indenture.

7. Rights of the Controlling Collateral Agent and the Holders of the Note Obligations. (a) If a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice of its intent to exercise such

rights to the Pledgor (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), (i) the Controlling Collateral Agent shall have the right to receive any and all dividends (whether in cash or evidenced by a note or chattel paper) paid in respect of the Pledged Stock and shall, pursuant to the Collateral Agency Agreement, deposit the proceeds of such cash dividends in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and (ii) all shares of the Pledged Stock shall be registered in the name of the Controlling Collateral Agent or its nominee, and the Controlling Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the Issuers or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuers, or upon the exercise by the Pledgor or the Controlling Collateral Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Controlling Collateral Agent shall have no duty to the Pledgor 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 Controlling Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph 7(a)(ii) and to receive the dividends and distributions which it is authorized to receive and retain pursuant to paragraph 7(a)(i), the Pledgor shall, if necessary, upon written notice from the Controlling Collateral Agent (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), from time to time execute and deliver (or cause to be executed and delivered) to the Controlling Collateral Agent all such proxies, dividend payment orders and other instruments as the Controlling Collateral Agent may reasonably request.

(c) The rights of the Note Collateral Agent and the holders of the Note Obligations hereunder shall not be conditioned or contingent upon the pursuit by the Note Collateral Agent or any holder of the Note Obligations of any right or remedy against the Issuers or against any other Person which may be or become liable in respect of all or any part of the Note Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Note Collateral Agent nor any holder of the Note Obligations shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Note Collateral Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

8. Remedies. If a Notice of an Actionable Event shall have been given and remains outstanding, the Controlling Collateral Agent, on behalf of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), may exercise, in addition to all other rights and remedies granted in this Pledge Agreement and in any other instrument or agreement securing, evidencing or relating to the

Guarantee Obligations, but subject to the terms of the Collateral Agency Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Controlling 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 the Pledgor, the Issuers 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, but subject to the terms of the Collateral Agency Agreement, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of the Controlling Collateral Agent 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. The Controlling Collateral Agent or any holder of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations) shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in the Pledgor, which right or equity is hereby waived or released. The Controlling Collateral Agent shall, pursuant to the Collateral Agency Agreement, deposit any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement. In the absence of gross negligence or willful misconduct, neither the Controlling Collateral Agent nor any holder of Note Obligations shall be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the Pledged Stock and the other Collateral of any nature or kind or any matter or proceeding arising out of or related thereto, but the same shall be at the Pledgor's sole risk at all times. The Pledgor hereby releases the Controlling Collateral Agent, the Note Collateral Agent, and the holders of Note Obligations from any claims, causes of action and demands at any time arising out of or with respect to this Pledge Agreement, the Pledged Stock and the other Collateral and/or any actions taken or omitted to be taken by the Controlling Collateral Agent, the Note Collateral Agent, and/or the holders of Note Obligations with respect thereto and the Pledgor hereby agrees to hold the Controlling Collateral Agent, the Note Collateral Agent, and/or such holder of Note Obligations, as the case may be, harmless from and with respect to any and all such claims, causes of action and demands, except in the case of the Controlling Collateral Agent, the Note Collateral Agent, or any holder of Note Obligations, to the extent of any gross negligence or willful misconduct on the part of the Controlling Collateral Agent, the Note Collateral Agent, or such holder of Note Obligations, as the case may be, subject in each case to the terms of the Collateral Agency Agreement. 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. All waivers by the Pledgor of rights (including rights to notice), and all rights and remedies afforded the Controlling Collateral Agent herein, and all other provisions of this Pledge Agreement, are expressly made subject to any applicable mandatory provisions of law limiting, or imposing conditions (including conditions as to reasonableness) upon, such waivers or the effectiveness thereof or any such rights and remedies. Any sale or other disposition of the Collateral and the possession thereof by the Controlling Collateral Agent shall

be in compliance with all provisions of applicable law (including applicable securities laws and applicable provisions of the UCC). The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Guarantee Obligations and the reasonable fees and disbursements of any attorneys employed by the Controlling Collateral Agent, the Note Collateral Agent or any holder of the Note Obligations to collect such deficiency.

9. Registration Rights; Private Sales. (a) If the Controlling Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, and if in the opinion of the Controlling Collateral Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended, or the applicable laws of any jurisdiction outside of the United States (such Act and such other applicable laws collectively, the "Securities Act"), the Pledgor will cause the Issuers to
(i) execute and deliver, and use its best efforts to cause the directors and officers of the Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Controlling Collateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Controlling Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission (or applicable regulatory body under the laws of any jurisdiction outside of the United States) applicable thereto. The Pledgor agrees to cause the Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions (including foreign jurisdictions) which the Controlling Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) The Pledgor recognizes that the Controlling Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will 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. The Pledgor 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 Controlling Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuers to register such securities for public sale under the Securities Act, or under applicable state or foreign securities laws, even if the Issuers would agree to do so.

(c) The Pledgor further 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 Stock pursuant to this paragraph 9 valid and binding and in compliance with any and all other applicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this paragraph 9 will cause irreparable injury to the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations, that the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this paragraph 9 shall, subject to the Collateral Agency Agreement, be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants (to the extent permitted by applicable law) except for a defense that no Actionable Event or Bankruptcy Event of Default had occurred and was continuing at the time the Controlling Collateral Agent gave notice pursuant to paragraph 7(a) hereof.

10. Amendments, etc. with Respect to the Note Obligations. The Pledgor shall remain obligated hereunder, and the Collateral shall remain subject to the Lien granted hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice to or further assent by the Pledgor, any demand for payment of any of the Note Obligations made by the Note Collateral Agent or any holder thereof may be rescinded by the Note Collateral Agent or such holder, and any of the Note Obligations continued, and the Note Obligations, or the liability of the Pledgor or any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Note Collateral Agent or any holder of the Note Obligations, and the Note Obligation Documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or part, in accordance with the provisions of the Indenture and the Collateral Agency Agreement, and any guarantee, right of offset or other collateral security at any time held by the Note Collateral Agent or any holder of the Note Obligations for the payment of the Note Obligations may be sold, exchanged, waived, surrendered or released. Neither the Note Collateral Agent nor any holder of the Note Obligations shall have any obligation to protect, secure, perfect or insure this or any other Lien at any time held by it as security for the Note Obligations or any property subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Note Obligations and notice of or proof of reliance by the Note Collateral Agent or any holder of the Note Obligations upon this Pledge Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Issuer or the Pledgor with respect to the Note Obligations.

11. Limitation on Duties Regarding Collateral. The Note Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Note Collateral Agent deals with similar securities and property for its own account. Neither the Note Collateral Agent, any holder of the Note Obligations nor any of their respective directors, officers, employees, agents or advisors shall be liable for failure to demand, collect or realize upon any of the 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 the Pledgor or otherwise.

12. Powers Coupled with an Interest. All authorizations and agencies herein contained with respect to the Collateral are irrevocable and constitute powers coupled with an interest.

13. Severability. Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. Attorney-in-Fact. Pledgor does hereby constitute the Note Collateral Agent, its successors and assigns, such Pledgor's true and lawful attorney, irrevocably, with full power (in the name of Pledgor or otherwise) to file any claims or take any action (in law or equity or as otherwise deemed appropriate by the Note Collateral Agent) which the Note Collateral Agent may deem reasonably necessary or advisable in the premises to protect its security interest pursuant to this Pledge Agreement but only after a Notice of an Actionable Event has been given and remains outstanding or after Pledgor has failed to take such action within a reasonable time after request therefor and in each case subject to the terms of the Collateral Agency Agreement. The Pledgor also hereby authorizes the Note Collateral Agent to file any financing or continuation statements which the Note Collateral Agent in its sole and reasonable discretion shall determine to be necessary, without the signature of the Pledgor to the extent permitted by applicable law. The Note Collateral Agent shall send a copy of each such financing or continuation statement to the Pledgor. A carbon, photographic or other reproduction of this Pledge Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

15. Paragraph Headings. The paragraph headings used in this Pledge Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

16. No Waiver; Cumulative Remedies. Neither the Note Collateral Agent nor any holder of the Note Obligations shall by any act (except as provided in paragraph 17 hereof) be deemed to have waived any right or remedy hereunder or to have acquiesced in any Actionable Event or Bankruptcy Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Note Collateral Agent or any holder of the Note Obligations, 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 Note Collateral Agent or any holder of the Note Obligations of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Note Collateral Agent or such holder of the Note Obligations 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.

17. Waivers and Amendments; Successors and Assigns. None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise

modified except in accordance with the terms of the Indenture and the Collateral Agency Agreement. Without limiting the generality of the foregoing, amendments, waivers and consents effected in respect of certain provisions of the First Lien Documents shall, upon their effectiveness but only to the extent provided in the Collateral Agency Agreement, apply with equal force to the comparable provisions of this Pledge Agreement and become effective with respect thereto without the consent of or any other action on the part of any Person. This Pledge Agreement shall be binding upon the successors and assigns of the Pledgor and shall inure to the benefit of the Controlling Collateral Agent, the Note Collateral Agent and the holders of the Note Obligations and their respective successors and assigns.

18. GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

19. Notices. Notices by the Note Collateral Agent to the Pledgor or any Issuer may be given by mail, hand delivery or by facsimile transmission, addressed or transmitted to the Pledgor, Note Collateral Agent and to any Issuer, respectively, as follows:

if to the Pledgor:

625 Madison Avenue
New York, New York 10022
Attention: Senior Vice President and General Counsel
Facsimile: 212-527-5693;

if to the Note Collateral Agent:

Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890
Attention: Corporate Trust Administration
Facsimile: 302-651-7772; and

if to the Issuer at its address or transmission number set forth under its signature on the Acknowledgement and Consent attached hereto and shall be effective (a) in the case of mail or hand delivery, when delivered, and (b) in the case of facsimile notices, when sent. The Pledgor and any Issuer may change their respective addresses and transmission numbers by written notice to the Note Collateral Agent.

20. Irrevocable Authorization and Instruction to Issuers. The Pledgor hereby authorizes and instructs any Issuer to comply with any instruction received by it from the Controlling Collateral Agent in writing that
(a) states that a Notice of an Actionable Event has been given and is outstanding and (b) is otherwise in accordance with the terms of this Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that any Issuer shall be fully protected in so complying.

21. Authority of Administrative Agent. The Pledgor acknowledges that the rights and responsibilities of the Note Collateral Agent under this Pledge Agreement with respect to any action taken by the Note Collateral Agent or the exercise or non-exercise by the Note Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Note Collateral Agent and the holders of the Note Obligations, be governed by the Indenture and by the Collateral Agency Agreement, but, as between the Note Collateral Agent and the Pledgor, the Note Collateral Agent shall be conclusively presumed to be acting with full and valid authority so to act or refrain from acting, and neither the Pledgor nor any Issuer shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

22. Release of Collateral and Termination. The Collateral shall be released from the Lien created hereby, and this Pledge Agreement and all obligations of the Note Collateral Agent and the Pledgor hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to be duly executed and delivered as of the date first above written.

REVLON INTERNATIONAL CORPORATION

By: /s/ Michael T. Sheehan
    --------------------------------
    Name:  Michael Sheehan
    Title: Assistant Secretary

WILMINGTON TRUST COMPANY,
as Note Collateral Agent

By: /s/ James P. Lawler
    --------------------------------
    Name:  James P. Lawler
    Title: Vice President

                                                                  Class of           Stock
              Issuer                      Jurisdiction            Stock(1)          Cert. No.               No. of Shares
--------------------------------------------------------------------------------------------------------------------------
Revlon New Zealand Limited                 New Zealand             Ordinary                 3                   33,000(2)
--------------------------------------------------------------------------------------------------------------------------
Revlon (Hong Kong) Limited                 Hong Kong                                       10                      660
--------------------------------------------------------------------------------------------------------------------------
R.O.C. Holding, C.A.                       Venezuela               Nominative               1                   34,857
--------------------------------------------------------------------------------------------------------------------------
Revlon B.V.                                The Netherlands                                 N/A                     165(3)
--------------------------------------------------------------------------------------------------------------------------
Revlon (Puerto Rico) Inc.                  Puerto Rico                                      3                   33,000
--------------------------------------------------------------------------------------------------------------------------
Revlon, S.A.                               Mexico                                          14               71,958,559
--------------------------------------------------------------------------------------------------------------------------
Revlon Gesselschaft mbH                    Austria                                         N/A               1,221,000(4)
--------------------------------------------------------------------------------------------------------------------------
Revlon Manufacturing Ltd.                  Bermuda                                         23                    7,920
--------------------------------------------------------------------------------------------------------------------------
Revlon Canada Inc.                         Canada                                          C-4                 660,000
--------------------------------------------------------------------------------------------------------------------------
Europeenne de Produits de Beaute S.A.      France                                          N/A                  70,346(5)
--------------------------------------------------------------------------------------------------------------------------
Deutsche Revlon GmbH                       Germany                                         N/A                  30,030(6)
--------------------------------------------------------------------------------------------------------------------------
Almay Japan Kabushiki Kaisha               Japan                                          1-3-1                    460
--------------------------------------------------------------------------------------------------------------------------
Revlon K.K.                                Japan                                          510-1                 10,000
                                                                                          510-2                 10,000
                                                                                          510-3                 10,000
                                                                                          510-6                  1,000
                                                                                          510-7                  1,000
                                                                                          510-8                  1,000
                                                                                           511                   6,600
                                                                                           513                  32,260
                                                                                           515                  19,800
                                                                                           517                   6,600
--------------------------------------------------------------------------------------------------------------------------
Revlon (Suisse) S.A.                       Switzerland                                      1                      660(7)
--------------------------------------------------------------------------------------------------------------------------
Revlon Mauritius Ltd.                      Mauritius               Ordinary                003                      65(8)
                                                                                           005                  16,499
--------------------------------------------------------------------------------------------------------------------------
Revlon China Holdings Limited              Cayman Islands                                  003                  62.526
                                                                                     See footnote (9)            3.474
--------------------------------------------------------------------------------------------------------------------------
Revlon Chile S.A.                          Chile                                     See footnote (10)               6
--------------------------------------------------------------------------------------------------------------------------
New Revlon Argentina S.A.                  Argentina                                        3                    7,841
--------------------------------------------------------------------------------------------------------------------------
Revlon Ireland Limited                     Ireland                                         11                      726
--------------------------------------------------------------------------------------------------------------------------

(1) Common unless otherwise indicated.

(2) Stock Certificate No. 3 represents 49,999 shares, of which 33,000 are pledged hereunder.

(3) Such Notarial Deeds represent 250 shares, 165 of which are pledged hereunder.

(4) Such Notarial Deeds represent 1,850,000 shares, of which 1,221,000 are pledged hereunder.

(5) Such Notarial Deeds represent 106,585 shares, of which 70,346 are pledged hereunder.

(6) Such Notarial Deeds represent 45,500 shares, of which 30,030 are pledged hereunder.

(7) Stock Certificate No. 1 represents 997 shares, of which 660 are pledged hereunder.

(8) Stock Certificate No. 003 represents 99 shares, of which 65 are pledged hereunder.

(9) Stock Certificate to be delivered within 30 days of the date hereof.

(10) Stock Certificate to be delivered within 30 days of the date hereof.

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

ALMAY JAPAN KABUSHIKI KAISHA

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name: Michael Sheehan
    Title:  Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

DEUTSCHE REVLON GmbH

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name:  Michael Sheehan
    Title: Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

EUROPEENE DE PRODUITS DE BEAUTE S.A.

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name: Michael Sheehan
    Title:  Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

NEW REVLON ARGENTINA S.A.

By: /s/ Robert K. Kretzman
    ------------------------------------
    Name:  Robert Kretzman
    Title: Attorney-in-fact

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

R.O.C. HOLDING, C.A.

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name:  Michael Sheehan
    Title: Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON (HONG KONG) LIMITED

By: /s/ Robert K. Kretzman
    ------------------------------------
    Name:  Robert Kretzman
    Title: Vice President

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON IRELAND LIMITED

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name:  Michael Sheehan
    Title: Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON (PUERTO RICO) INC.

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name:    Michael Sheehan
    Title:   Assistant Secretary

Address for Notices:

c/o Revlon Consumer Products Corporation
625 Madison Avenue
New York, New York 10022
Attn: Senior Vice President and
General Counsel
Facsimile: (212) 527-5693

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON (SUISSE) S.A.

By:  /s/ Michael T. Sheehan
     ------------------------------------
     Name:    Michael Sheehan
     Title:   Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON B.V.

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name:  Michael Sheehan
    Title: Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON CANADA INC.

By: /s/ Robert K. Kretzman
    ------------------------------------
    Name:   Robert Kretzman
    Title:  Vice President

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON CHILE S.A.

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name:  Michael Sheehan
    Title: Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON CHINA HOLDINGS LIMITED

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name:  Michael Sheehan
    Title: Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON GESSELSCHAFT mbH

By: /s/ Robert K. Kretzman
    ------------------------------------
    Name:  Robert Kretzman
    Title: Attorney-in-fact

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON K.K.

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name:  Michael Sheehan
    Title: Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON MANUFACTURING LTD.

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name:  Michael Sheehan
    Title: Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON MAURITIUS LTD.

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name:  Michael Sheehan
    Title: Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON NEW ZEALAND LIMITED

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name:  Michael Sheehan
    Title: Assistant Secretary

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON, S.A.

By: /s/ Robert K. Kretzman
    ------------------------------------
    Name:  Robert Kretzman
    Title: Attorney-in-fact

EXHIBIT 4.10

SUBSDIARY PLEDGE AGREEMENT (INTERNATIONAL)
(PPI Two Corporation)

(Note Obligations)

PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2001, made by PPI TWO CORPORATION, a Delaware corporation (the "Pledgor"), in favor of WILMINGTON TRUST COMPANY, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent"), for the holders of the Note Obligations (as hereinafter defined).

WHEREAS, the Pledgor has guaranteed (the "Indenture Guarantee") the obligations of Revlon Consumer Products Corporation (the "Company") under the Indenture, dated as of November 26, 2001, among the Company, the Guarantors identified on the signature pages thereto and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), providing for the issuance of 12% Senior Secured Notes Due 2005 of the Company; and

WHEREAS, the Pledgor is a party to a Subsidiaries Guarantee (the "Bank Guarantee") referred to in the Second Amended and Restated Credit Agreement entered into by the Company on the date hereof ; and

WHEREAS, (i) to secure the Pledgor's guarantee of the Bank Obligations (as defined below) pursuant to the Bank Guarantee, the Pledgor has granted to the Administrative Agent (as defined below), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Collateral (as defined below) (the "First Pledge Lien"), and (ii) to secure the Pledgor's guarantee of the Note Obligations pursuant to the Indenture Guarantee, the Pledgor now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein).

NOW, THEREFORE, the Pledgor agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations as follows:

1. Defined Terms. The following terms shall have the following meanings:

"Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Administrative Agent" has the meaning assigned such term in the Collateral Agency Agreement.

"Bank Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Bankruptcy Event of Default" has the meaning assigned to such term in the Collateral Agency Agreement.

"Collateral" means all of the Pledgor's right, title and interest, whether now owned or hereafter acquired, in the Pledged Stock, all Investment Property and all Proceeds with respect thereto.

"Collateral Account" has the meaning assigned such term in the Collateral Agency Agreement.

"Collateral Agency Agreement" means the Amended and Restated Collateral Agency Agreement, dated as of May 30, 1997 and as further amended and restated as of the date hereof, among the Pledgor, JPMorgan Chase Bank, as bank agent, the Administrative Agent, the Trustee and the Note Collateral Agent, as the same may be amended, supplemented or otherwise modified from time to time.

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

"Controlling Collateral Agent" means (i) with respect to Collateral that is also subject to Liens granted under any First Lien Document: at all times prior to the First Pledge Lien Termination Date, the Administrative Agent and, thereafter, the Note Collateral Agent; and (ii) with respect to Collateral that is not subject to any Lien granted under any First Lien Document: at all times, the Note Collateral Agent.

"Excluded Entities" means Madison (Services) Pty. Ltd.; Revlon (Aust.) Services Pty. Ltd.; Revlon Professional Holding Company LLC; Revlon Pension Trustee Company (U.K.) Limited; and Revlon (Maesteg)

Pension Trustee Company Limited.

"First Lien Documents" has the meaning assigned such term in the Collateral Agency Agreement.

"First Lien Termination Date" has the meaning assigned such term in the Collateral Agency Agreement.

"First Pledge Lien" has the meaning assigned such term in the recitals hereto.

"First Pledge Lien Termination Date" means either (a) the date on which the First Pledge Lien is released in accordance with the terms of the Collateral Agency Agreement or (b) the date on which all Bank Obligations are Fully Satisfied (as defined in the Collateral Agency Agreement), whichever shall first occur; provided, however, that if a First Lien Termination Date is deemed not to have occurred under Section 5.2(f) of the Collateral Agency Agreement, any First Pledge Lien Termination Date that has occurred shall likewise be deemed not to have occurred, and such event shall be governed by the terms and provisions of
Section 5.2(f) of the Collateral Agency Agreement.

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

"Guarantee Obligations" means the obligations of the Pledgor under the Indenture Guarantee.

"Investment Property" shall mean the collective reference to (a) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC and (b) whether or not constituting "investment property" as so defined, all Pledged Stock; provided, that in no event shall Investment Property include (i) the capital stock or other equity interests of any Excluded Entity, (ii) any "investment property" as so defined held by the Pledgor in respect of its obligations pursuant to any employee benefit, welfare or pension plan or similar arrangement of the Pledgor or any of its Subsidiaries, (iii) more than 66% of the total outstanding Voting Stock of any Subsidiary of the Pledgor which is not organized under the laws of a State within the United States, or (iv) any asset pledged under or otherwise subject to any Security Document (as defined in the Indenture) that is entitled Company Pledge Agreement (Domestic) or Subsidiary Pledge Agreement (Domestic).

"Liens" has the meaning assigned such term in the Indenture.

"Non-Voting Stock" means outstanding shares of capital stock or other ownership interests not entitled to vote (within the meaning of Treasury Regulations (Section) 1.956-2(c)(2)).

"Note Collateral Agent" means Wilmington Trust Company and any successors thereof appointed in accordance with the terms of the Collateral Agency Agreement, in each case as collateral agent for the holders of the Note Obligations.

"Note Obligation Document" has the meaning assigned such term in the Collateral Agency Agreement.

"Note Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Notice of an Actionable Event" has the meaning assigned such term in the Collateral Agency Agreement.

"Permitted Liens" has the meaning assigned such term in the Indenture.

"Person" has the meaning assigned such term in the Indenture.

"Pledge Agreement" means this Pledge and Security Agreement, as amended, supplemented or otherwise modified from time to time.

"Pledged Stock" means, subject to the last sentence of subsection 5(a) of this Pledge Agreement, the shares of capital stock of the Issuers listed on Schedule 1 hereto, together with the stock certificates representing such shares, or stock dividends, options, warrants or rights of any nature whatsoever that may be received or receivable by or otherwise distributed to the Pledgor in respect of or in exchange for any or all of such shares, or otherwise in accordance with the provisions of Section 5(a), while this Pledge Agreement is in effect.

"Proceeds" means all "proceeds" as such term is defined in Section 9-102(a)(64) of the UCC on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock, collections thereon or distributions with respect thereto.

"Requirements of Law" means the Certificate of Incorporation and By-Laws or other organizational or governing documents of the Pledgor, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon the Pledgor or any of its material property or to which the Pledgor or any of its material property is subject.

"Secured Obligations" has the meaning assigned such term in the Collateral Agency Agreement.

"Subsidiary": as defined in the Indenture.

"Termination Date" means the earlier of (a) the date on which, pursuant to
Section 8 of the Collateral Agency Agreement, the Note Collateral Agent is required to release its security interest in all collateral security pledged or otherwise granted to it by the Pledgor pursuant to this Pledge Agreement, or (b) the date on which the Indenture Obligations have been Fully Satisfied (each as defined in the Collateral Agency Agreement), whichever shall first occur.

"UCC" means the Uniform Commercial Code from time to time in effect in the State of New York.

"Voting Stock," as to any issuer, shall mean 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 (Section) 1.956-2(c)(2)).

2. Grant of Security Interest; Collateral Agency Agreement Controls.

(a) Grant. The Pledgor hereby pledges to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, and delivers (or has delivered) to the Controlling Collateral Agent, for the benefit of the holders of the Note Obligations and the other Secured Obligations, all the Pledged Stock and hereby grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantee Obligations. Notwithstanding anything to the contrary contained herein, the Collateral described herein shall constitute collateral security only for those Guarantee Obligations with respect to which the

Proceeds of such Collateral are applied pursuant to Section 4.2(b) (or, if applicable, 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Collateral only to the extent of such Guarantee Obligations.

(b) Collateral Agency Agreement Controls. Notwithstanding anything to the contrary contained in this Pledge Agreement but subject to the last sentence of this Section 2(b), all of the rights and obligations of the parties hereto set forth herein are subject to the terms of the Collateral Agency Agreement, which shall be controlling. Without limiting the generality of the foregoing, the rights of the Note Collateral Agent and the holders of the Note Obligations set forth herein relating to (i) the release of or realization upon Collateral that is subject to Liens granted under the First Lien Documents, (ii) amendments to or waivers in respect of this Pledge Agreement or any other Note Obligation Document, (iii) the exercise of remedies with respect to Collateral that is subject to Liens granted under the First Lien Documents, (iv) the right to receive, hold and apply Proceeds that are subject to Liens granted under the First Lien Documents and (v) all other matters addressed herein are granted subject to, and shall be exercised in accordance with, the terms of the Collateral Agency Agreement. The terms of this Section 2(b) shall not prevent the Note Collateral Agent from taking such actions or reasonably requesting the Pledgor to take such actions as are necessary to perfect or maintain the perfection of the Note Collateral Agent's security interest in the Collateral, nor shall such terms mitigate the Pledgor's obligations hereunder to take such actions, provide such information and deliver such documents, instruments and certificates as may be necessary to perfect or maintain the perfection of such security interest.

3. Stock Powers. Unless such stock power previously has been delivered to the Controlling Collateral Agent, the Pledgor shall deliver an undated stock power covering each certificate representing one or more shares of Pledged Stock concurrently with the delivery to the Controlling Collateral Agent of such certificate, duly executed in blank by the Pledgor with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed.

4. Representations and Warranties. The Pledgor represents and warrants to the Note Collateral Agent that:

(a) the Pledgor has the corporate power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the Lien on the Collateral pursuant to this Pledge Agreement and has taken all necessary corporate action to authorize its execution, delivery and performance of, and grant of the Lien on the Collateral pursuant to this Pledge Agreement;

(b) this Pledge Agreement constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles;

(c) the execution, delivery and performance of this Pledge Agreement will not violate any Contractual Obligation or material Requirement of Law of the Pledgor and will not result in the creation or imposition of any Liens on any of the properties or assets of the

Pledgor pursuant to the provisions of any Contractual Obligation, except as contemplated hereby;

(d) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of the Pledgor), is required in connection with the execution, delivery, performance, validity or enforceability of this Pledge Agreement, except for UCC-1 financing statement filings with the appropriate Governmental Authorities and such consents which have already been obtained;

(e) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Pledgor, threatened against the Pledgor or against any of its properties or assets with respect to this Pledge Agreement or any of the transactions contemplated hereby;

(f) the shares of Pledged Stock of each Issuer listed on Schedule 1, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, constitute 66% (rounded downwards to avoid fractional shares) of the issued and outstanding shares of all classes of Voting Stock and 100% of the issued and outstanding shares of all classes of Non-Voting Stock of such Issuer that are owned by the Pledgor;

(g) all the shares of the Pledged Stock have been duly authorized and validly issued and are fully paid and nonassessable;

(h) the Pledgor is the record and beneficial owner of, and has good title to, the Pledged Stock listed on Schedule I, together with any additional shares of stock delivered by the Pledgor to the Controlling Collateral Agent in accordance with this Pledge Agreement, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens;

(i) upon delivery to the Controlling Collateral Agent of the stock certificates evidencing the Pledged Stock, and the filing of a UCC-1 financing statement in the filing office in which a secured party would be required to file a financing statement under the UCC in order to perfect its security interest in Investment Property, the Lien granted pursuant to this Pledge Agreement will constitute a valid, perfected second priority Lien on the Collateral subject to the Lien of a securities intermediary or commodities intermediary (as each such term is defined in the UCC), if any, in Investment Property and subject to other Permitted Liens, and enforceable as such against all creditors of the Pledgor and any Persons purporting to purchase any Collateral from the Pledgor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles;

(j) no Default or Event of Default has occurred and is continuing on the date hereof and no Default or Event of Default will occur as a result of consummation of the transactions contemplated hereby; and

(k) the pledge of the Collateral pursuant to this Pledge Agreement does not violate Regulations T, U or X of the Federal Reserve Board or any successors to such regulations as of the date hereof.

5. Covenants. The Pledgor covenants and agrees with the Note Collateral Agent that, from and after the date of this Pledge Agreement until the Termination Date:

(a) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), hold the same in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), and deliver the same forthwith to the Controlling Collateral Agent in the exact form received, duly indorsed by the Pledgor to the Controlling Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Controlling Collateral Agent so reasonably requests, signature guaranteed, to be held by the Controlling Collateral Agent, subject to the terms hereof and the terms of the Collateral Agency Agreement, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations). Except as otherwise permitted by the Indenture, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer and any sums paid in connection with the redemption of, or in exchange for, collateral, shall be paid over to the Controlling Collateral Agent for deposit by it in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Controlling Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations), subject to the terms of the Collateral Agency Agreement. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Controlling Collateral Agent, hold such money or property in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), subject to the Collateral Agency Agreement, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Guarantee Obligations). Notwithstanding the foregoing provisions of this Section 5(a) or any other provision of this Agreement, in no event shall more than 66% (rounded downwards to avoid fractional shares) of the issued and outstanding shares of all classes of Voting Stock and 100% of the issued and outstanding shares of all classes of Non-Voting Stock of any Issuer owned by the Pledgor constitute Pledged Stock or Collateral hereunder; and, if at

any time the Pledgor delivers to the Controlling Collateral Agent stock certificates representing more than 66% (rounded downwards to avoid fractional shares) of the issued and outstanding shares of all classes of Voting Stock owned by the Pledgor, such excess shares of Voting Stock shall not constitute Pledged Stock.

(b) The Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer 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 which in any such case would be in violation of the terms of the Indenture, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral in violation of the terms of the Indenture, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement and Permitted Liens. The Pledgor will defend the right, title and interest of the Note Collateral Agent and the holders of the Note Obligations in and to the Collateral against the claims and demands of all Persons whomsoever, other than in the case of Permitted Liens.

(c) At any time and from time to time, upon the written request of the Note Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as may be necessary or that the Note Collateral Agent may reasonably request for the purposes of perfecting or protecting any security interest granted hereby or to enable the Note Collateral Agent to obtain or preserve the full benefits of this Pledge Agreement and of the rights and powers herein granted.

(d) The Pledgor agrees to pay, and to save the Note Collateral Agent and the holders of the Note Obligations harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Pledge Agreement.

6. Dividends; Voting Rights. Unless a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice to the Pledgor of the Controlling Collateral Agent's intent to exercise its corresponding rights pursuant to paragraph 7 (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), the Pledgor shall be permitted to receive all dividends (whether in cash or evidenced by a note or chattel paper but other than stock dividends) free of the Lien created by this Pledge Agreement, to the extent that such dividends are permitted under the Indenture, in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Controlling Collateral Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Pledge Agreement or the Indenture.

7. Rights of the Controlling Collateral Agent and the Holders of the Note Obligations. (a) If a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice of its intent to exercise

such rights to the Pledgor (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), (i) the Controlling Collateral Agent shall have the right to receive any and all dividends (whether in cash or evidenced by a note or chattel paper) paid in respect of the Pledged Stock and shall, pursuant to the Collateral Agency Agreement, deposit the proceeds of such cash dividends in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and (ii) all shares of the Pledged Stock shall be registered in the name of the Controlling Collateral Agent or its nominee, and the Controlling Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the Issuers or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuers, or upon the exercise by the Pledgor or the Controlling Collateral Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Controlling Collateral Agent shall have no duty to the Pledgor 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 Controlling Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph 7(a)(ii) and to receive the dividends and distributions which it is authorized to receive and retain pursuant to paragraph 7(a)(i), the Pledgor shall, if necessary, upon written notice from the Controlling Collateral Agent (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), from time to time execute and deliver (or cause to be executed and delivered) to the Controlling Collateral Agent all such proxies, dividend payment orders and other instruments as the Controlling Collateral Agent may reasonably request.

(c) The rights of the Note Collateral Agent and the holders of the Note Obligations hereunder shall not be conditioned or contingent upon the pursuit by the Note Collateral Agent or any holder of the Note Obligations of any right or remedy against the Issuers or against any other Person which may be or become liable in respect of all or any part of the Note Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Note Collateral Agent nor any holder of the Note Obligations shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Note Collateral Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

8. Remedies. If a Notice of an Actionable Event shall have been given and remains outstanding, the Controlling Collateral Agent, on behalf of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), may exercise, in addition to all other rights and remedies granted in this Pledge Agreement and in any other instrument or agreement securing, evidencing or relating to the

Guarantee Obligations, but subject to the terms of the Collateral Agency Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Controlling 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 the Pledgor, the Issuers 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, but subject to the terms of the Collateral Agency Agreement, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of the Controlling Collateral Agent 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. The Controlling Collateral Agent or any holder of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations) shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in the Pledgor, which right or equity is hereby waived or released. The Controlling Collateral Agent shall, pursuant to the Collateral Agency Agreement, deposit any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement. In the absence of gross negligence or willful misconduct, neither the Controlling Collateral Agent nor any holder of Note Obligations shall be deemed to assume any responsibility for or obligation or duty with respect to any part or all of the Pledged Stock and the other Collateral of any nature or kind or any matter or proceeding arising out of or related thereto, but the same shall be at the Pledgor's sole risk at all times. The Pledgor hereby releases the Controlling Collateral Agent, the Note Collateral Agent, and the holders of Note Obligations from any claims, causes of action and demands at any time arising out of or with respect to this Pledge Agreement, the Pledged Stock and the other Collateral and/or any actions taken or omitted to be taken by the Controlling Collateral Agent, the Note Collateral Agent, and/or the holders of Note Obligations with respect thereto and the Pledgor hereby agrees to hold the Controlling Collateral Agent, the Note Collateral Agent, and/or such holder of Note Obligations, as the case may be, harmless from and with respect to any and all such claims, causes of action and demands, except in the case of the Controlling Collateral Agent, the Note Collateral Agent, or any holder of Note Obligations, to the extent of any gross negligence or willful misconduct on the part of the Controlling Collateral Agent, the Note Collateral Agent, or such holder of Note Obligations, as the case may be, subject in each case to the terms of the Collateral Agency Agreement. 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. All waivers by the Pledgor of rights (including rights to notice), and all rights and remedies afforded the Controlling Collateral Agent herein, and all other provisions of this Pledge Agreement, are expressly made subject to any applicable mandatory provisions of law limiting, or imposing conditions (including conditions as to reasonableness) upon, such waivers or the effectiveness thereof or any such rights and remedies. Any sale or other disposition of the Collateral and the possession thereof by the Controlling Collateral Agent shall

be in compliance with all provisions of applicable law (including applicable securities laws and applicable provisions of the UCC). The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Guarantee Obligations and the reasonable fees and disbursements of any attorneys employed by the Controlling Collateral Agent, the Note Collateral Agent or any holder of the Note Obligations to collect such deficiency.

9. Registration Rights; Private Sales. (a) If the Controlling Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, and if in the opinion of the Controlling Collateral Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended, or the applicable laws of any jurisdiction outside of the United States (such Act and such other applicable laws collectively, the "Securities Act"), the Pledgor will cause the Issuers to (i) execute and deliver, and use its best efforts to cause the directors and officers of the Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Controlling Collateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Controlling Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission (or applicable regulatory body under the laws of any jurisdiction outside of the United States) applicable thereto. The Pledgor agrees to cause the Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions (including foreign jurisdictions) which the Controlling Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) The Pledgor recognizes that the Controlling Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will 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. The Pledgor 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 Controlling Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuers to register such securities for public sale under the Securities Act, or under applicable state or foreign securities laws, even if the Issuers would agree to do so.

(c) The Pledgor further 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 Stock pursuant to this paragraph 9 valid and binding and in compliance with any and all other applicable Requirements of Law. The Pledgor further agrees that a breach of any of the covenants contained in this paragraph 9 will cause irreparable injury to the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations, that the Controlling Collateral Agent, the Note Collateral Agent, and the holders of the Note Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this paragraph 9 shall, subject to the Collateral Agency Agreement, be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants (to the extent permitted by applicable law) except for a defense that no Actionable Event or Bankruptcy Event of Default had occurred and was continuing at the time the Controlling Collateral Agent gave notice pursuant to paragraph 7(a) hereof.

10. Amendments, etc. with Respect to the Note Obligations. The Pledgor shall remain obligated hereunder, and the Collateral shall remain subject to the Lien granted hereby, notwithstanding that, without any reservation of rights against the Pledgor, and without notice to or further assent by the Pledgor, any demand for payment of any of the Note Obligations made by the Note Collateral Agent or any holder thereof may be rescinded by the Note Collateral Agent or such holder, and any of the Note Obligations continued, and the Note Obligations, or the liability of the Pledgor or any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered, or released by the Note Collateral Agent or any holder of the Note Obligations, and the Note Obligation Documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or part, in accordance with the provisions of the Indenture and the Collateral Agency Agreement, and any guarantee, right of offset or other collateral security at any time held by the Note Collateral Agent or any holder of the Note Obligations for the payment of the Note Obligations may be sold, exchanged, waived, surrendered or released. Neither the Note Collateral Agent nor any holder of the Note Obligations shall have any obligation to protect, secure, perfect or insure this or any other Lien at any time held by it as security for the Note Obligations or any property subject thereto. The Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Note Obligations and notice of or proof of reliance by the Note Collateral Agent or any holder of the Note Obligations upon this Pledge Agreement. The Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Issuer or the Pledgor with respect to the Note Obligations.

11. Limitation on Duties Regarding Collateral. The Note Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Note Collateral Agent deals with similar securities and property for its own account. Neither the Note Collateral Agent, any holder of the Note Obligations nor any of their respective directors, officers, employees, agents or advisors shall be liable for failure to demand, collect or realize upon any of the 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 the Pledgor or otherwise.

12. Powers Coupled with an Interest. All authorizations and agencies herein contained with respect to the Collateral are irrevocable and constitute powers coupled with an interest.

13. Severability. Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. Attorney-in-Fact. Pledgor does hereby constitute the Note Collateral Agent, its successors and assigns, such Pledgor's true and lawful attorney, irrevocably, with full power (in the name of Pledgor or otherwise) to file any claims or take any action (in law or equity or as otherwise deemed appropriate by the Note Collateral Agent) which the Note Collateral Agent may deem reasonably necessary or advisable in the premises to protect its security interest pursuant to this Pledge Agreement but only after a Notice of an Actionable Event has been given and remains outstanding or after Pledgor has failed to take such action within a reasonable time after request therefor and in each case subject to the terms of the Collateral Agency Agreement. The Pledgor also hereby authorizes the Note Collateral Agent to file any financing or continuation statements which the Note Collateral Agent in its sole and reasonable discretion shall determine to be necessary, without the signature of the Pledgor to the extent permitted by applicable law. The Note Collateral Agent shall send a copy of each such financing or continuation statement to the Pledgor. A carbon, photographic or other reproduction of this Pledge Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

15. Paragraph Headings. The paragraph headings used in this Pledge Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

16. No Waiver; Cumulative Remedies. Neither the Note Collateral Agent nor any holder of the Note Obligations shall by any act (except as provided in paragraph 17 hereof) be deemed to have waived any right or remedy hereunder or to have acquiesced in any Actionable Event or Bankruptcy Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Note Collateral Agent or any holder of the Note Obligations, 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 Note Collateral Agent or any holder of the Note Obligations of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Note Collateral Agent or such holder of the Note Obligations 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.

17. Waivers and Amendments; Successors and Assigns. None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise

modified except in accordance with the terms of the Indenture and the Collateral Agency Agreement. Without limiting the generality of the foregoing, amendments, waivers and consents effected in respect of certain provisions of the First Lien Documents shall, upon their effectiveness but only to the extent provided in the Collateral Agency Agreement, apply with equal force to the comparable provisions of this Pledge Agreement and become effective with respect thereto without the consent of or any other action on the part of any Person. This Pledge Agreement shall be binding upon the successors and assigns of the Pledgor and shall inure to the benefit of the Controlling Collateral Agent, the Note Collateral Agent and the holders of the Note Obligations and their respective successors and assigns.

18. GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

19. Notices. Notices by the Note Collateral Agent to the Pledgor or any Issuer may be given by mail, hand delivery or by facsimile transmission, addressed or transmitted to the Pledgor, Note Collateral Agent and to any Issuer, respectively, as follows:

if to the Pledgor:

625 Madison Avenue
New York, New York 10022
Attention: Senior Vice President and General Counsel
Facsimile: 212-527-5693;

if to the Note Collateral Agent:

Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, DE 19890
Attention: Corporate Trust Administration
Facsimile: 302-651-7772; and

if to the Issuer at its address or transmission number set forth under its signature on the Acknowledgement and Consent attached hereto and shall be effective (a) in the case of mail or hand delivery, when delivered, and (b) in the case of facsimile notices, when sent. The Pledgor and any Issuer may change their respective addresses and transmission numbers by written notice to the Note Collateral Agent.

20. Irrevocable Authorization and Instruction to Issuers. The Pledgor hereby authorizes and instructs any Issuer to comply with any instruction received by it from the Controlling Collateral Agent in writing that (a) states that a Notice of an Actionable Event has been given and is outstanding and (b) is otherwise in accordance with the terms of this Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor, and the Pledgor agrees that any Issuer shall be fully protected in so complying.

21. Authority of Administrative Agent. The Pledgor acknowledges that the rights and responsibilities of the Note Collateral Agent under this Pledge Agreement with respect to any action taken by the Note Collateral Agent or the exercise or non-exercise by the Note Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Note Collateral Agent and the holders of the Note Obligations, be governed by the Indenture and by the Collateral Agency Agreement, but, as between the Note Collateral Agent and the Pledgor, the Note Collateral Agent shall be conclusively presumed to be acting with full and valid authority so to act or refrain from acting, and neither the Pledgor nor any Issuer shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

22. Release of Collateral and Termination. The Collateral shall be released from the Lien created hereby, and this Pledge Agreement and all obligations of the Note Collateral Agent and the Pledgor hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to be duly executed and delivered as of the date first above written.

PPI TWO CORPORATION

By: /s/ Michael T. Sheehan
    --------------------------------
    Name:  Michael Sheehan
    Title: Assistant Secretary

WILMINGTON TRUST COMPANY,
as Note Collateral Agent

By: /s/ James P. Lawler
    --------------------------------
    Name:  James P. Lawler
    Title: Vice President

                                                     Stock
                                   Class of           Cert.           No. of
           Issuer                    Stock             No.            Shares
           ------                    -----             ---            ------

Revlon (Cayman) Limited             Common              5               726

ACKNOWLEDGEMENT AND CONSENT

The undersigned, being one of the Issuers referred to in the foregoing Pledge Agreement, hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to it. The undersigned agrees to notify the Controlling Collateral Agent and the Note Collateral Agent promptly in writing of the occurrence of any of the events described in paragraph 5(a) of the Pledge Agreement. The undersigned further agrees that the terms of paragraph 9(c) of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of paragraph 9 of the Pledge Agreement.

The undersigned will comply with any instruction received by it from the Controlling Collateral Agent that (a) states that a Notice of an Actionable Event has been given and remains outstanding and (b) is otherwise in accordance with the terms of the applicable Pledge Agreement and the Collateral Agency Agreement, without any other or further instructions from the Pledgor of its capital stock. Compliance with such instructions shall include, if so requested, without limitation, making any dividend or other payments with respect to the Pledged Stock of the undersigned directly to the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations).

REVLON (CAYMAN) LIMITED

By: /s/ Michael T. Sheehan
    ------------------------------------
    Name: Michael Sheehan
    Title: Assistant Secretary

Address for Notices:

c/o Revlon Consumer Products Corporation
625 Madison Avenue
New York, New York 10022
Attn: Senior Vice President and
General Counsel
Facsimile: (212) 527-5693

EXHIBIT 4.11

COMPANY SECURITY AGREEMENT

(Note Obligations)

SECURITY AGREEMENT, dated as of November 30, 2001, made by REVLON CONSUMER PRODUCTS CORPORATION (the "Grantor") in favor of Wilmington Trust Company, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent") for holders of the Note Obligations (as hereinafter defined).

WHEREAS, the Grantor and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), are parties to the Indenture dated as of November 26, 2001 (as amended, supplemented or otherwise modified from time to time, the "Indenture") among the Grantor, the Guarantors identified on the signature pages thereto and the Trustee, providing for the issuance of the Grantor's 12% Senior Secured Notes Due 2005 (the "Notes"); and

WHEREAS, the Grantor is party to the Second Amended and Restated Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among the Grantor, the local borrowing subsidiaries party thereto, the financial institutions party thereto, JPMorgan Chase Bank ("Chase"), as administrative agent (in such capacity, the "Bank Agent"), the other agents party thereto and the arranger party thereto; and

WHEREAS, (i) to secure the Bank Obligations (as defined below), the Grantor has granted to the Administrative Agent, for the benefit of the holders of the Bank Obligations, a first priority security interest in the Collateral (as defined below), and (ii) to secure the Note Obligations, the Grantor now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein).

NOW, THEREFORE, the Grantor agrees with the Note Collateral Agent, for the benefit of the holders of the Note Obligations, as follows:

1. Defined Terms.

(a) Definitions. (i) The following terms which are defined in the Uniform Commercial Code in effect in the State of New York on the date hereof are used herein as so defined: Accounts, Chattel Paper, Documents, Equipment, Farm Products, General Intangibles, Instruments, Inventory and Proceeds (other than
(i) those rights or assets which are not located in or created by, and do not arise or exist under, the laws of the United States or any State or any political subdivision thereof, with it being understood that Accounts and General Intangibles shall be deemed to be located in the jurisdiction of the filing office in which a secured party would be required to file a financing statement under the UCC in order to perfect its security interest therein and
(ii) any interest in any Excluded Entity).

(ii) The following terms shall have the following meanings:

"Actionable Event": as defined in the Collateral Agency Agreement.

"Administrative Agent": as defined in the Collateral Agency Agreement.

"Agreement": this Security Agreement, as the same may be amended, modified or otherwise supplemented from time to time.

"Bank Agent": as defined in the Recitals hereto.

"Bank Obligations": as defined in the Collateral Agency Agreement.

"Collateral": as defined in Section 2(a) of this Agreement.

"Collateral Account": as defined in the Collateral Agency Agreement.

"Collateral Agency Agreement": the Amended and Restated Collateral Agency Agreement, dated as of May 30, 1997 and as further amended and restated as of the date hereof, among the Grantor, the Bank Agent, the Administrative Agent, the Trustee and the Note Collateral Agent, as the same may be amended, supplemented or otherwise modified from time to time.

"Contracts": with respect to the Grantor, the license agreements listed in Schedule 1 attached hereto to which the Grantor has any rights, as the same may be amended, modified or otherwise supplemented from time to time, including, without limitation, (a) all rights of the Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (b) all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guarantee with respect thereto, (c) all rights of the Grantor to damages arising out of or for breach or default in respect thereof and (d) all rights of the Grantor to exercise all remedies thereunder.

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

"Controlling Collateral Agent": (i) with respect to Collateral that is also subject to Liens granted under any First Lien Document: at all times prior to the First Lien Termination Date, the Administrative Agent and, thereafter, the Note Collateral Agent; and (ii) with respect to Collateral that is not subject to any Lien granted under any First Lien Document: at all times, the Note Collateral Agent.

"Copyrights": with respect to the Grantor, (a) all copyrights, whether registered or unregistered, and whether or not the underlying works of authorship have been published, and all works of authorship and other rights therein or derived therefrom, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative

works based upon or adopted from works covered by such copyright and all copyright registrations and copyright applications, and any renewals or extensions thereof, including without limitation, each copyright registration and copyright application, if any, identified in Schedule 4 hereto, and including, without limitation, (a) the right to print, publish and distribute any of the foregoing, (b) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (c) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof) and (d) all rights of the Grantor corresponding thereto throughout the United States and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; provided that, for purposes hereof, the term "Copyrights" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof.

"Copyright Licenses": with respect to the Grantor, all license agreements with any other Person in connection with any of the Copyrights of the Grantor, or such other Person's copyrights, whether the Grantor is a licensor or licensee under any such license agreement, including, without limitation, the license agreements listed on Schedule 4 hereto, subject in each case to the terms of such license agreements, including, without limitation, terms requiring consent to a grant of a security interest; provided that, for purposes hereof, the term "Copyright Licenses" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof.

"Credit Documents": as defined in the Collateral Agency Agreement.

"Excluded Entities" means Madison (Services) Pty. Ltd.; Revlon (Aust.) Services Pty. Ltd.; Revlon Professional Holding Company LLC; Revlon Pension Trustee Company (U.K.) Limited; and Revlon (Maesteg) Pension Trustee Company Limited.

"First Lien Documents": as defined in the Collateral Agency Agreement.

"First Lien Termination Date": as defined in the Collateral Agency Agreement.

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

"Intellectual Property Security Agreements": a collective reference to each Company Copyright Security Agreement, Company Patent Security Agreement and Company Trademark Security Agreement, made by the Grantor in favor of the Note Collateral Agent.

"Liens": as defined in the Indenture.

"Note Collateral Agent": Wilmington Trust Company and any successors thereof appointed in accordance with the terms of the Collateral Agency Agreement, in each case as collateral agent for the holders of the Note Obligations.

"Note Obligation Documents": as defined in the Collateral Agency Agreement.

"Note Obligations": as defined in the Collateral Agency Agreement.

"Notice of an Actionable Event": as defined in the Collateral Agency Agreement.

"Patents": with respect to the Grantor, all patents, patent applications and patentable inventions, including, without limitation, each patent and patent application identified in Schedule 2 attached hereto and made a part hereof, and including without limitation (i) all inventions and improvements described and claimed therein, (ii) the right to sue or otherwise recover for any misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past and future infringements thereof), and (iv) all rights corresponding thereto throughout the United States and all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all improvements thereon and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto; provided that, for purposes hereof, the term "Patents" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof.

"Patent Licenses": with respect to the Grantor, all license agreements with any other Person in connection with any of the Patents of the Grantor, or such other Person's patents, whether the Grantor is a licensor or licensee under any such license agreement, including, without limitation, the license agreements listed on Schedule 2 hereto, subject, in each case, to the terms of such license agreements, including, without limitation, terms requiring consent to the grant of a security interest; provided that, for purposes hereof, the term "Patent Licenses" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof.

"Permitted Liens": as defined in the Indenture.

"Person": as defined in the Indenture.

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

"Secured Obligations": as defined in the Collateral Agency Agreement.

"Trademarks": with respect to the Grantor, all trademarks, service marks, trade names, trade dress or other indicia of trade origin, trademark and service mark registrations, and applications for trademark or service mark registrations and any renewals thereof, including, without limitation, each registration and application identified in Schedule 3 attached hereto and made a part hereof, and including without limitation (i) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof,
(ii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof), and (iii) all rights corresponding thereto throughout the United States and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each such trademark, service mark, trade name, trade dress or other indicia of trade origin; provided that, for purposes hereof, the term "Trademarks" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof.

"Trademark Licenses": with respect to the Grantor, all license agreements with any other Person in connection with any of the Trademarks of the Grantor, or such other Person's trademarks, whether the Grantor is a licensor or licensee under any such license agreement, including, without limitation, the license agreements listed on Schedule 3 hereto, subject, in each case, to the terms of such license agreements, including, without limitation, terms requiring consent to the grant of a security interest; provided that, for purposes hereof, the term "Trademark Licenses" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof.

"UCC": the Uniform Commercial Code as from time to time in effect in the State of New York.

(b) Other Definitional Provisions. (i) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and paragraph references are to this Agreement unless otherwise specified.

(ii) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

2. Grant of Security Interest; Collateral Agency Agreement Controls.

(a) Grant. As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Note Obligations, the Grantor hereby grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a security interest in all of the following property now owned or at any

time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interest, which is located in or exists under the laws of the United States or any State thereof (collectively, the "Collateral"):

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Contracts;

(iv) all Copyrights;

(v) all Copyright Licenses;

(vi) all Documents;

(vii) all Equipment;

(viii) all General Intangibles;

(ix) all Instruments;

(x) all Inventory;

(xi) all Patents;

(xii) all Patent Licenses;

(xiii) all Trademarks;

(xiv) all Trademark Licenses;

(xv) all books and records pertaining to the Collateral; and

(xvi) to the extent not otherwise included, all Proceeds (including, to the extent not otherwise included therein, all (a) payments under insurance (whether or not the Note Collateral Agent is the loss payee thereunder) or any indemnity, warranty or guarantee payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (b) cash) and products of any and all of the foregoing.

Notwithstanding anything to the contrary contained herein, the Collateral described herein shall constitute collateral security only for those Note Obligations with respect to which the Proceeds of such Collateral are applied pursuant to Section 4.2(b) (or, if applicable, 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Collateral only to the extent of such Note Obligations.

(b) Collateral Agency Agreement Controls. Notwithstanding anything to the contrary contained in this Agreement but subject to the last sentence of this
Section 2(b), all of the rights and obligations of the parties hereto set forth herein are subject to the terms of the

Collateral Agency Agreement, which shall be controlling. Without limiting the generality of the foregoing, the rights of the Note Collateral Agent and the holders of the Note Obligations set forth herein relating to (i) the release of or realization upon Collateral that is subject to Liens granted under the First Lien Documents, (ii) amendments to or waivers in respect of this Agreement or any other Note Obligation Document, (iii) the exercise of remedies with respect to Collateral that is subject to Liens granted under the First Lien Documents,
(iv) the right to receive, hold and apply Proceeds that are subject to Liens granted under the First Lien Documents and (v) all other matters addressed herein are granted subject to, and shall be exercised in accordance with, the terms of the Collateral Agency Agreement. The terms of this Section 2(b) shall not prevent the Note Collateral Agent from taking such actions or reasonably requesting the Grantor to take such actions as are necessary to perfect or maintain the perfection of the Note Collateral Agent's security interest in the Collateral, nor shall such terms mitigate the Grantor's obligations hereunder to take such actions, provide such information and deliver such documents, instruments and certificates as may be necessary to perfect or maintain the perfection of such security interest.

3. Representations and Warranties. The Grantor hereby represents and warrants that:

(a) Enforceable Obligation; Perfected, Second Priority Security Interests. This Agreement constitutes a legal, valid and binding obligation of the Grantor, enforceable in accordance with its terms. Upon the "timely" (as defined in a manner consistent with the provisions of Section 205 of 17 U.S.C., Section 1060 of 15 U.S.C. and Section 261 of 35 U.S.C.) filing from time to time of the relevant Intellectual Property Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office and the filing of all necessary UCC financing statements with the appropriate Governmental Authorities, the security interests (other than those in Proceeds, to the extent that such security interests may be perfected under the UCC only by possession) granted pursuant to this Agreement (i) will constitute second priority, perfected security interests in the Collateral in favor of the Note Collateral Agent, for the benefit of the holders of the Note Obligations, subject to Permitted Liens, and (ii) will be enforceable as such against all creditors of and purchasers from the Grantor (except purchasers of Inventory in the ordinary course of business), in each case subject to the Collateral Agency Agreement, and except as enforceability is affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(b) Inventory. All Inventory which constitutes Collateral has been produced in accordance with all requirements of the Fair Labor Standards Act.

(c) Chief Executive Office. On the date hereof, the chief executive office and chief place of business of the Grantor hereunder is set forth on Schedule 5.

(d) Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products.

4. Covenants. The Grantor covenants and agrees with the Note Collateral Agent for the benefit of the holders of Note Obligations that, from and after the date of this Agreement until this Agreement is terminated and the security interests created hereby are released:

(a) Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Instrument or Chattel Paper shall be immediately delivered to the Controlling Collateral Agent, duly indorsed in a manner satisfactory to the Controlling Collateral Agent, to be held as Collateral pursuant to this Agreement and the Collateral Agency Agreement.

(b) Maintenance of Property. The Grantor will keep its Inventory in good saleable order and condition in accordance with its past practice.

(c) Inspection of Property; Books and Records; Discussions. The Grantor will keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to the Collateral. Upon reasonable advance notice and during normal business hours, the Grantor will permit representatives of the Note Collateral Agent to visit and inspect any of the Grantor's properties where any of such Collateral or any of the Grantor's books and records relating to such Collateral are located and to inspect such Collateral and to examine and make abstracts from any of its books and records as often as may reasonably be desired and to discuss the condition and operation of such Collateral with officers and employees of the Grantor and with its independent certified public accountants.

(d) Marking of Records. To the extent necessary to provide the Note Collateral Agent with a perfected security interest in the Collateral, the Grantor will mark its books and records pertaining to the Collateral granted by it to evidence this Agreement and the security interests created hereby.

(e) Maintenance of Insurance. The Grantor will maintain, with financially sound and reputable companies, insurance on its property and against such liabilities in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business. All such insurance shall (A) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Controlling Collateral Agent of written notice thereof, (B) name the Administrative Agent, for the benefit of the holders of the Bank Obligations, and the Note Collateral Agent, for the benefit of the holders of the Note Obligations, as insured parties, as their interests may appear (without any representation or warranty by, or obligation upon, the Administrative Agent, any holder of the Bank Obligations, the Note Collateral Agent or any holder of the Note Obligations) and (C) be reasonably satisfactory in all other respects to the Controlling Collateral Agent. The Grantor shall at any time and from time to time upon the reasonable request of the Note Collateral Agent promptly deliver to the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance maintained by it.

(f) Payment of Obligations. The Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies (other than maintenance payments for Patents, to the extent that the Grantor is permitted to abandon such Patent in accordance with the terms of the Credit Documents imposed upon the Collateral granted by it or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to such Collateral, except that no such tax, assessment, charge or levy need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves (if required) in conformity with GAAP with respect thereto have been provided on the books of the Grantor and such proceedings do not involve any material danger of the sale, forfeiture or loss of any of such Collateral or any interest therein.

(g) Limitation on Dispositions and Liens; Further Documentation.

(i) The Grantor will not sell, transfer, lease or otherwise dispose of any of the Collateral granted by it in violation of the terms of the Indenture.

(ii) The Grantor (A) will not create, incur or permit to exist any Lien or claim on or to the Collateral granted by it, other than the Liens created hereby and Permitted Liens, (B) will maintain the security interest created by this Agreement as a second priority, perfected security interest, subject to Permitted Liens and (C) will defend such security interest against claims and demands of all Persons whomsoever, other than in the case of Permitted Liens.

(iii) At any time and from time to time, upon the written request of the Note Collateral Agent, and at the sole expense of the Grantor, the Grantor will promptly and duly execute and deliver such further instruments and documents and take such further action as the Note Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the security interests created hereby and the filing of the relevant Intellectual Property Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office (which financing statements have been delivered to the Note Collateral Agent in form suitable for filing prior to or on the date hereof).

(iv) Nothing contained herein shall obligate the Grantor to pay any maintenance fee, renewal fee, annuity or take any steps to maintain any Patent, Trademark or Copyright which the Grantor reasonably determines is of no or negligible value to the Grantor and its Subsidiaries.

(h) Change of Name, etc. The Grantor will not change its name, identity or corporate structure, or the jurisdiction of its incorporation or organization to such an extent that any financing statement filed by the Note Collateral Agent in connection with this Agreement would become seriously misleading, unless it shall have given the Note Collateral Agent at least 30 days' prior written notice of such change.

(i) Further Identification of Collateral. The Grantor will furnish to the Note Collateral Agent from time to time statements and schedules further identifying and describing the Collateral granted by it and such other reports in connection with such Collateral as the Note Collateral Agent may reasonably request, all in reasonable detail.

(j) Notices. The Grantor will advise the Note Collateral Agent promptly, in reasonable detail, at the Note Collateral Agent's address set forth in the Collateral Agency Agreement or at such other address as the Note Collateral Agent may provide to the Grantor by notice as provided in Section 13, of:

(i) any Lien (other than Liens created hereby and Permitted Liens) on, or claim (other than claims arising in the ordinary course of business which are not reasonably likely to have a material adverse effect on the value of the Collateral granted by the Grantor) asserted against, any of the Collateral granted by it; and

(ii) of the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral granted by it or on the security interests created hereby.

(k) Indemnification. The Grantor agrees to pay, and to save the Note Collateral Agent and the holders of the Note Obligations from, any and all liabilities, costs and expenses (including, without limitation, reasonable and documented legal fees, charges and expenses) (A) with respect to, or resulting from any delay by the Grantor in paying, any and all excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral granted by it, (B) with respect to, or resulting from, any delay by the Grantor in complying with any Requirement of Law applicable to any of the Collateral granted by it and (C) in connection with any of the transactions contemplated by this Agreement (including, without limitation, the enforcement of this Agreement in accordance with the Collateral Agency Agreement).

5. Provisions Relating to Accounts.

(a) Grantor Remains Liable under Accounts. Anything herein to the contrary notwithstanding, the Grantor shall remain liable under each of the Accounts to which it is a party 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 to each such Account. Neither the Note Collateral Agent nor any holder of the Note Obligations shall have any obligation or liability under any such Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Note Collateral Agent or such holder of the Note Obligations of any payment relating to such Account pursuant hereto, nor shall the Note Collateral Agent or any holder of the Note Obligations be obligated in any manner to perform any of the obligations of the Grantor under or pursuant to any Account to which the Grantor is a party (or any agreement giving rise thereto), 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 under any such Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment

of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

(b) Analysis of Accounts. After the First Lien Termination Date, the Note Collateral Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Grantor shall furnish all such assistance and information as the Note Collateral Agent reasonably may require in connection with such test verifications. At any time and from time to time, upon the Note Collateral Agent's request (at reasonable intervals) and at the expense of the Grantor, the Grantor shall furnish to the Note Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts to which the Grantor is a party. After the First Lien Termination Date, the Note Collateral Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Note Collateral Agent's reasonable satisfaction the existence, amount and terms of any Accounts; provided that, during such time as no Notice of an Actionable Event has been given and remains outstanding, the Note Collateral Agent may communicate with any such account debtors only in coordination with the Grantor and the Grantor hereby agrees to coordinate and effectuate any such communication which reasonably is requested by the Note Collateral Agent within 15 days following the Note Collateral Agent's request therefor.

(c) Collections on Accounts. (i) The Grantor is authorized to collect the Accounts to which the Grantor is a party, subject to the Controlling Collateral Agent's direction and control, and the Controlling Collateral Agent may curtail or terminate said authority at any time after a Notice of an Actionable Event has been given and remains outstanding and may direct that payments on the Accounts be made directly to the Controlling Collateral Agent in accordance with the provisions of Section 8(a). If required by the Controlling Collateral Agent at any time after a Notice of an Actionable Event has been given and remains outstanding, any payments of Accounts, when collected by the Grantor, (A) shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly indorsed by the Grantor to the Controlling Collateral Agent, if required, in the Collateral Account, subject to withdrawal by the Controlling Collateral Agent only as provided in subsection
8(c), and (B) until so turned over, shall be held by the Grantor in trust for the Controlling Collateral Agent and the other holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), segregated from other funds of the Grantor.

(ii) Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(iii) At the Controlling Collateral Agent's request at any time when a Notice of an Actionable Event has been given and remains outstanding, the Grantor shall deliver to the Controlling Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts to which the Grantor is a party, including, without limitation, all original orders, invoices and shipping receipts.

(d) Representations and Warranties. The Grantor hereby represents and warrants that:

(i) No amount payable to the Grantor under or in connection with any Account is evidenced by any Instrument or Chattel Paper which has not been delivered to the Controlling Collateral Agent.

(ii) The place where the Grantor keeps its records concerning the Accounts on the date hereof is the location set forth on Schedule 5 hereto with respect to the Grantor.

(iii) None of the obligors on any Accounts to which the Grantor is a party on the date hereof is a Governmental Authority, other than as set forth on Schedule 7.

(e) Covenants. The Grantor covenants and agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations that, from and after the date of this Agreement until this Agreement is terminated and the security interests created hereby are released:

(i) The amount represented by the Grantor to the Controlling Collateral Agent from time to time in any report required to be delivered hereunder by each account debtor or by all account debtors in respect of the Accounts to which the Grantor is a party will at such time be the correct amount actually owing by such account debtor or debtors thereunder.

(ii) The Grantor will not amend, modify, terminate or waive any agreement giving rise to an Account to which it is a party in any manner which could reasonably be expected to materially adversely affect the value of such Account as Collateral.

(iii) The Grantor will not fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an Account to which it is a party (other than any right of termination and other than such rights as the Grantor might reasonably elect to forego in the ordinary course of business in accordance with past practice when all such failures to exercise such rights would not, in the aggregate, be reasonably likely to materially impair the value of the Collateral provided by the Grantor hereunder).

(iv) The Grantor will not fail to deliver to the Controlling Collateral Agent a copy of each material demand, notice or document received by it relating in any way to any agreement giving rise to an Account to which the Grantor is a party, except to the extent that the matters contained in such demand, notice or document would not be reasonably likely to have a material adverse effect on the Collateral provided by the Grantor hereunder.

(v) Other than in the ordinary course of business as generally conducted by the Grantor over a period of time, the Grantor will not grant any extension of the time of payment of any of the Accounts to which it is a party, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon.

(vi) The Grantor will not remove its books and records from the location specified in paragraph 5(d)(ii), unless the Grantor shall have provided 30 days' prior written notice to the Note Collateral Agent and duly completed UCC financing statements shall have been filed in any filing offices necessary to provide the Note Collateral Agent with a second priority, perfected security interest, subject to Permitted Liens, in such books and records in the jurisdiction to which they have been removed.

(vii) In any suit, proceeding or action brought by the Note Collateral Agent pursuant to Section 8 or 9 hereof under any Account to which the Grantor is a party for any sum owing thereunder, or to enforce any provisions of any Contract to which it is a party, the Grantor will save, indemnify and keep the Note Collateral Agent and the holders of the Note Obligations harmless from and against all expense (including, without limitation, the reasonable and documented fees, charges and expenses of counsel), loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction or liability whatsoever of the account debtor thereunder, arising out of a breach by the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or its successors from the Grantor.

6. Provisions Relating to Contracts.

(a) Grantor Remains Liable under Contracts. Anything herein to the contrary notwithstanding, the Grantor shall remain liable under each of the Contracts to which it is a party to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with and pursuant to the terms and provisions of each such Contract. Neither the Note Collateral Agent nor any holder of the Note Obligations shall have any obligation or liability under any Contract by reason of or arising out of this Agreement or the receipt by the Note Collateral Agent or any such holder of the Note Obligations of any payment relating to such Contract pursuant hereto, nor shall the Note Collateral Agent or any holder of the Note Obligations be obligated in any manner to perform any of the obligations of the Grantor under or pursuant to any such Contract, 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 under any such Contract, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

(b) Communication With Contracting Parties. After the First Lien Termination Date, the Note Collateral Agent in its own name or in the name of others may communicate with parties to the Contracts to verify with them to the Note Collateral Agent's satisfaction the existence, amount and terms of any Contracts; provided that, during such time after the First Lien Termination Date as no Notice of an Actionable Event has been given and remains outstanding, the Note Collateral Agent may communicate with any such parties only in coordination with the Grantor party to such Contract and the Grantor hereby agrees to coordinate and effectuate any such communication which reasonably is requested by the Note Collateral Agent within 15 days following the Note Collateral Agent's request therefor.

(c) Representations and Warranties. The Grantor hereby represents and warrants that:

(i) No consent of any party (other than the Grantor) to any Contract to which the Grantor is a party is required, or purports to be required, in connection with the execution, delivery and performance of this Agreement.

(ii) Except to the extent permitted pursuant to Section 6(d)(ii), each Contract to which the Grantor is a party is in full force and effect and constitutes a valid and legally enforceable obligation of the Grantor and (to the knowledge of the Grantor) the other parties thereto, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(iii) No consent or authorization of, filing with or other act by or in respect of any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of any of the Contracts to which the Grantor is a party by the Grantor or (to the knowledge of the Grantor) any other party thereto other than those which have been duly obtained, made or performed, are in full force and effect and do not subject the scope of any such Contract to any material adverse limitation, either specific or general in nature.

(iv) Neither the Grantor nor (to the best of its knowledge) any other party to any Contract to which the Grantor is a party is in default or is reasonably likely to become in default in the performance or observance of any of the terms thereof, except to the extent that such default would not be reasonably likely to have a material adverse effect on the Collateral provided by the Grantor hereunder.

(v) The Grantor has performed in all material respects in accordance with the terms thereof all obligations of the Grantor under each Contract to which it is a party.

(vi) The right, title and interest of the Grantor in, to and under each Contract to which the Grantor is a party are not subject to any defense, offset, counterclaim or claim which would materially adversely affect the value of the Collateral provided by the Grantor hereunder.

(vii) No amount payable to the Grantor under or in connection with any Contract to which the Grantor is a party is evidenced by any Instrument or Chattel Paper which has not been delivered to the Controlling Collateral Agent.

(viii) None of the parties to any Contracts to which the Grantor is a party is a Governmental Authority.

(d) Covenants. The Grantor covenants and agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations that, from and after the date of this Agreement until this Agreement is terminated and the security interests created hereby are released:

(i) The Grantor will perform and comply in all material respects with all its obligations under the Contracts to which it is a party and all its other Contractual Obligations relating to the Collateral.

(ii) Except in the ordinary course of its business in accordance with past practice, the Grantor will not amend, modify, terminate or waive any provision of any Contract to which it is a party in any manner which could reasonably be expected to materially adversely affect the value of such Contract as Collateral.

(iii) The Grantor will not fail to exercise promptly and diligently each and every material right which it may have under each Contract to which it is a party (other than any right of termination and other than such rights as the Grantor might reasonably elect to forego in the ordinary course of business in accordance with past practice when all such failures to exercise such rights would not, in the aggregate, be reasonably likely to materially impair the value of the Collateral provided by the Grantor hereunder).

(iv) The Grantor will not fail to deliver to the Controlling Collateral Agent a copy of (A) each Contract of which the Controlling Collateral Agent reasonably has so requested, including all amendments, supplements and other modifications thereto (subject to any confidentiality or other similar restrictions contained therein) and (B) each material demand, notice or document received by it relating in any way to any Contract to which it is a party, except (in the case of this clause (B) only) to the extent that the matters contained in such demand, notice or document would not be reasonably likely to have a material adverse effect on the Collateral provided by the Grantor hereunder.

(v) In any suit, proceeding or action brought by the Note Collateral Agent pursuant to Section 8 or 9 hereof under any Contract to which the Grantor is a party for any sum owing thereunder, or to enforce any provisions of any such Contract, the Grantor will save, indemnify and keep the Note Collateral Agent and the holders of the Note Obligations harmless from and against all expense (including, without limitation, the reasonable and documented fees, charges and expenses of counsel), loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction or liability whatsoever of the obligor thereunder, arising out of a breach by the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such obligor or its successors from the Grantor.

7. Provisions Relating to Patents, Trademarks and Copyrights.

(a) Representations and Warranties. The Grantor hereby represents and warrants that:

(i) Schedule 2 hereto includes all registered Patents and Patent applications, and all Patent Licenses, owned by the Grantor in its own name as of the date hereof. The Grantor has made all necessary filings and recordations to protect and maintain its interest in the Patents set forth in Schedule 2, including, without limitation, all necessary

filings and recordings, and payment of all maintenance fees, in the United States Patent and Trademark Office.

(ii) Schedule 3 hereto includes all registered Trademarks, Trademark applications, and Trademark Licenses, owned by the Grantor in its own name as of the date hereof (other than the registered Trademarks and Trademark applications which have been abandoned as of the date hereof). The Grantor has made all necessary filings and recordations to protect and maintain its interest in the Trademarks set forth in Schedule 3, including, without limitation, all necessary filings and recordings in the United States Patent and Trademark Office.

(iii) Schedule 4 hereto includes all Copyright registrations owned by the Grantor in its own name as of the date hereof which are in use on the date hereof or have been in use at any time during the immediately preceding four years. The Grantor has made all necessary filings and recordations to protect and maintain its interest in the Copyrights set forth in Schedule 4, including, without limitation, all necessary filings and recordings in the United States Copyright Office.

(iv) Except to the extent disclosed in Schedule 2, 3 or 4, respectively, as of the date hereof, each such Patent, Trademark and Copyright set forth in Schedule 2, 3, or 4, respectively (but other than any applications listed on such Schedules), is subsisting and has not been abandoned, and, to the best of the Grantor's knowledge, is valid and enforceable.

(v) As of the date hereof, except for the Patent Licenses, Trademark Licenses and Copyright Licenses set forth in Schedule 2, 3, or 4, respectively, the Grantor has not made a previous assignment, license, sale, transfer or agreement constituting a present or future assignment or encumbrance of any of or on any of the Patents, Trademarks or Copyrights, except for Permitted Liens. Except to the extent disclosed in Schedule 2, 3 or 4, respectively, the Grantor has not granted any release, covenant not to sue, or non-assertion assurance to any Person with respect to any material Patent, Patent License, Trademark, Trademark License, Copyright or Copyright License.

(vi) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity, registrability or enforceability of any material Patent, Trademark or Copyright.

(vii) The Grantor has no knowledge of the existence of any right or any claim that is likely to be made under or against any material Patent, Trademark or Copyright set forth in Schedule 2, 3 or 4.

(viii) To the best knowledge of the Grantor, no claim has been made and is continuing or threatened that the use by the Grantor of any material Patent, Trademark or Copyright is invalid or unenforceable or that the use by the Grantor of any Patent, or any Trademark or Copyright which constitutes a material portion of the Collateral of the Grantor, does or may violate the rights of any Person. To the best of the Grantor's knowledge, there is currently no infringement or unauthorized use of any material Patent,

Trademark or Copyright set forth in Schedule 2, 3 or 4, other than any such infringement or unauthorized use which is set forth in Schedule 2, 3 or 4.

(ix) No action or proceeding is pending (A) seeking to limit, cancel or question the validity of any such material Patent, Trademark or Copyright set forth in Schedule 2, 3 or 4, or (B) which, if adversely determined, would be reasonably likely to have a material adverse effect on the value of any such Patent, Trademark or Copyright.

(b) Covenants. The Grantor covenants and agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations that, from and after the date of this Agreement until this Agreement is terminated and the security interests created hereby are released:

(i) The Grantor (either itself or through licensees) will, except with respect to any Trademark that the Grantor shall reasonably determine is of negligible economic value to it or (during such time as no Notice of an Actionable Event has been given and remains outstanding) to the extent consistent with its ordinary course of business in accordance with past practice, (A) continue to use each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with any appropriate notice of registration, (D) not adopt or use any mark in the United States which is confusingly similar or a colorable imitation of such Trademark unless the Note Collateral Agent, for the benefit of the holders of the Note Obligations, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (E) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark would be reasonably likely to become invalid or unenforceable.

(ii) The Grantor will not, except with respect to any Patent that the Grantor shall reasonably determine is of negligible economic value to it, do any act, or omit to do any act, whereby any Patent may become invalid, unenforceable, abandoned or dedicated.

(iii) The Grantor will not, except with respect to any registered Copyright that the Grantor shall reasonably determine is of negligible economic value to it, do any act, or omit to do any act, whereby any registered Copyright may become invalid, unenforceable, abandoned or dedicated.

(iv) The Grantor will notify the Note Collateral Agent promptly if it knows, or has reason to know, that any application or registration relating to any material Patent, Trademark or Copyright may become abandoned or dedicated, and of any adverse determination or material adverse development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal) regarding the Grantor's ownership of any Patent, Trademark or Copyright or its right to register the same or to keep and maintain the same.

(v) The Grantor agrees that, in the event that it shall at any time and from time to time obtain an ownership interest in any Patent, Trademark or Copyright, the provisions of Section 2 shall automatically apply thereto and any such Patent, Trademark or Copyright, as the case may be, shall automatically become part of the Collateral.

(vi) Whenever (i) the Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, or for the registration of any Copyright with the United States Copyright Office, or shall acquire any Patent, Trademark or Copyright, and (ii) if the First Lien Termination Date has not occurred, the Grantor executes and delivers any agreements, instruments, documents or papers to evidence the Administrative Agent's security interest in any such application, Patent, Trademark or Copyright, the Grantor shall report such filing or acquisition to the Note Collateral Agent within twenty Business Days after the last day of the fiscal quarter in which such filing or acquisition occurs and shall execute and deliver any and all agreements, instruments, documents, and papers as may be necessary (or as the Note Collateral Agent otherwise may reasonably request) to evidence the Note Collateral Agent's security interest in any Patent, Trademark or Copyright, and the goodwill and general intangibles of the Grantor relating thereto or represented thereby, which security interest shall be subject to the terms of the Collateral Agency Agreement.

(vii) Except with respect to any Patent, Trademark or Copyright which the Grantor reasonably determines is of negligible economic value, the Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, or any court or tribunal, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Patents, Trademarks and Copyrights, including, without limitation, the filing of responses to office actions issued by the United States Patent and Trademark Office, the filing of applications for renewal, reissue or extension, affidavits of use and affidavits of incontestability and the participation in opposition, cancellation, interference, reexamination, infringement and misappropriation proceedings, and the payment of maintenance fees.

(viii) In the event that any material Patent, Trademark or Copyright included in the Collateral is infringed or misappropriated by a third party, the Grantor shall promptly notify the Note Collateral Agent of such infringement or misappropriation and shall, unless the Grantor shall reasonably determine that such Patent, Trademark or Copyright is of negligible economic value to the Grantor (which determination the Grantor shall promptly report to the Note Collateral Agent), promptly sue for infringement or misappropriation, to seek injunctive relief where appropriate and seek to recover any and all damages for such infringement or misappropriation, or take such other actions as the Grantor shall reasonably deem appropriate under the circumstances to protect such Patent, or Trademark or Copyright.

(ix) Notwithstanding anything to the contrary contained in this
Section 7(b), the Grantor shall have the right to license its Patents and Trademarks to third parties on an arms' length basis (and, during such time as no Notice of an Actionable Event has

been given and remains outstanding, to retain the proceeds thereof); provided, except with respect to Trademarks and Patents which constitute an asset permitted to be sold, transferred or otherwise disposed of pursuant to the Credit Documents or with respect to which the only substantial use by the Grantor and its Subsidiaries is in connection with a business permitted to be sold, transferred or otherwise disposed of pursuant to the Credit Documents, that any such license of (i) a Trademark shall be for use with respect to products which are not reasonably likely to be competitive with those produced and/or marketed by the Grantor and its Subsidiaries and
(ii) a Patent shall be for applications which would not be reasonably likely to diminish the value of any product line of the Grantor and its Subsidiaries. The Note Collateral Agent and each holder of a Note Obligation by its acceptance of such Note Obligation acknowledges and agrees that any security interest held by the Note Collateral Agent hereunder in any Patent or Trademark which is licensed in accordance with the provisions of this clause (ix) shall be subordinate to such license agreement.

8. Remedies.

(a) Notice to Account Debtors and Contract Parties. Upon the request of the Controlling Collateral Agent at any time after a Notice of an Actionable Event has been given and remains outstanding, the Grantor shall notify account debtors on the Accounts to which the Grantor is a party and parties to the Contracts to which the Grantor is a party that such Accounts and Contracts have been assigned to the Controlling Collateral Agent and that payments in respect thereof shall be made directly to the Controlling Collateral Agent.

(b) Proceeds to be Turned Over To Controlling Collateral Agent. In addition to the rights specified in subsection (c) with respect to payments of Accounts, if a Notice of an Actionable Event shall have been given and remain outstanding all Proceeds consisting of cash, checks and other near-cash items received by the Grantor on account of any Collateral shall be held by the Grantor in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), segregated from other funds of the Grantor, and shall, forthwith upon receipt by the Grantor, be turned over to the Controlling Collateral Agent in the exact form received by the Grantor (duly indorsed by the Grantor to the Controlling Collateral Agent, if required) and held by the Controlling Collateral Agent in the Collateral Account. All Proceeds while held by the Controlling Collateral Agent in the Collateral Account (or by the Grantor in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations)) shall continue to be held as collateral security for all the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations) and shall not constitute payment thereof until applied as provided in subsection 8(c).

(c) Application of Proceeds. The application of Proceeds held in the Collateral Account shall be made in accordance with and governed by the terms of the Collateral Agency Agreement.

(d) UCC Remedies. If a Notice of an Actionable Event has been given and remains outstanding, the Controlling Collateral Agent, on behalf of the holders of the Secured

Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Note Obligations, but subject to the terms of the Collateral Agency Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Controlling 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 the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), when Notice of an Actionable Event has been given and remains outstanding, subject to the terms of the Collateral Agency Agreement, forthwith may collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (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 Controlling Collateral Agent 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. The Controlling Collateral Agent or any other holder of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Agent, the Note Obligations) shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in the Grantor, which right or equity is hereby waived or released. The Grantor further agrees, at the Controlling Collateral Agent's request, to assemble the Collateral and make it available to the Controlling Collateral Agent at places which the Controlling Collateral Agent shall reasonably select, whether at the Grantor's premises or elsewhere. The Controlling Collateral Agent shall apply the proceeds of any such collection, recovery, receipt, appropriation, realization or sale in accordance with the Collateral Agency Agreement. To the extent permitted by applicable law, the Grantor waives all claims, damages and demands it may acquire against the Controlling Collateral Agent arising out of the exercise by them of any rights hereunder, except to the extent arising out of the gross negligence or willful misconduct of the Controlling Collateral Agent. 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. All waivers by the Grantor of rights (including rights to notice), and all rights and remedies afforded the Controlling Collateral Agent herein, and all other provisions of this Agreement, are expressly made subject to any applicable mandatory provisions of law limiting, or imposing conditions (including conditions as to reasonableness) upon, such waivers or the effectiveness thereof or any such rights and remedies.

(e) Intellectual Property. In the event of any sale, assignment or other disposition of any of the Patents, Patent Licenses, Trademarks, Trademark Licenses, Copyrights or Copyright Licenses of the Grantor pursuant to this
Section 8, the goodwill of the business connected with and symbolized by any Trademarks subject to such disposition shall be included, and the Grantor shall supply to the Controlling Collateral Agent or its designee the Grantor's know-how and expertise, and any documents and things embodying the same, relating to the manufacture, distribution, advertising and sale of products or the provision of services relating to any Patent, Patent License, Trademark, Trademark License, Copyright or Copyright License subject to such disposition, and the Grantor's customer lists and other records and documents

relating to such Patent, Patent License, Trademark, Trademark License, Copyright or Copyright License and to the manufacture, distribution, advertising and sale of such products and services.

(f) Deficiency. The Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral granted by it are insufficient to pay the Note Obligations and the reasonable and documented fees, charges and disbursements of any attorneys employed by the Note Collateral Agent to collect such deficiency.

9. Note Collateral Agent's Appointment as Attorney-in-Fact; Note Collateral Agent's Performance of Grantor's Obligations.

(a) Powers. The Grantor hereby irrevocably constitutes and appoints the Note 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 the Grantor and in the name of the Grantor or in its own name, from time to time in the Note Collateral Agent's reasonable 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, and, without limiting the generality of the foregoing, the Grantor hereby gives the Note Collateral Agent the power and right, on behalf of the Grantor, without notice to or assent by the Grantor, to do the following, subject to the terms of the Collateral Agency Agreement:

(i) at any time when a Notice of an Actionable Event has been given and remains outstanding, in the name of the Grantor or its own name, or otherwise, to take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account, Instrument, General Intangible or Contract or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise reasonably deemed appropriate by the Note Collateral Agent for the purpose of collecting any and all such moneys due under any Account, Instrument, General Intangible or Contract or with respect to any other Collateral whenever payable;

(ii) in the case of any Patents, Trademarks or Copyrights, to execute and deliver any and all agreements, instruments, documents, and papers as the Note Collateral Agent reasonably may request to evidence the Note Collateral Agent's security interest in any Patent, Trademark or Copyright and the goodwill and general intangibles of the Grantor relating thereto or represented thereby;

(iii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral granted by the Grantor, to effect any repairs or any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof;

(iv) to execute, in connection with the sale provided for in Section
(d) hereof, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral granted by the Grantor; and

(v) at any time when a Notice of an Actionable Event has been given and remains outstanding, (A) to direct any party liable for any payment under any of the Collateral granted by the Grantor to make payment of any and all moneys due or to become due thereunder directly to the Note Collateral Agent or as the Note Collateral Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral granted by the Grantor; (C) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral granted by the Grantor; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral granted by the Grantor or any thereof and to enforce any other right in respect of any such Collateral; (E) to defend any suit, action or proceeding brought against the Grantor with respect to any Collateral granted by it; (F) to settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the Note Collateral Agent may deem appropriate; (G) to assign any Patent, Trademark or Copyright (along with the goodwill of the business to which any such Patent, Trademark or Copyright pertains), for such term or terms, on such conditions, and in such manner, as the Note Collateral Agent shall in its sole discretion determine; and (H) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral granted by the Grantor as fully and completely as though the Note Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Note Collateral Agent's option and the Grantor's expense, at any time, or from time to time, all acts and things which the Note Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral granted by the Grantor and the Note Collateral Agent's security interests therein and to effect the intent of this Agreement, all as fully and effectively as the Grantor might do.

(b) Performance by Note Collateral Agent of Grantor's Obligations. If the Grantor fails to perform or comply with any of its agreements contained herein, the Note Collateral Agent, at its option, but without any obligation so to do and subject to the terms of the Collateral Agency Agreement, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) Grantor's Reimbursement Obligation. The reasonable and documented expenses of the Note Collateral Agent incurred in connection with actions undertaken as provided in this Section, together with interest thereon at a rate per annum equal to 5-3/4% above the Alternate Base Rate (as defined in the Credit Agreement) (or, if the Credit Agreement is not in effect, 12%) from the date of payment by the Note Collateral Agent to the date reimbursed by the Grantor shall be payable by the Grantor to the Note Collateral Agent on demand.

(d) Ratification; Power Coupled With An Interest. The 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.

10. Duty of Note Collateral Agent. The Note Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Note Collateral Agent deals with similar property for its own account. Neither the Note Collateral Agent, any holder of the Note Obligations nor any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the 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 the Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Note Collateral Agent and the holders of the Note Obligations hereunder are solely to protect the Note Collateral Agent's and the holders of the Note Obligations' interests in the Collateral and shall not impose any duty upon the Note Collateral Agent or any holder of the Note Obligations to exercise any such powers. The Note Collateral Agent and the holders of the Note Obligations 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 officers, directors, employees or agents shall be responsible to the Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

11. Execution of Financing Statements. Pursuant to Section 9-509 of the UCC, the Grantor authorizes the Note Collateral Agent to file financing statements and continuations thereof with respect to the Collateral granted by the Grantor without the signature of the Grantor in such form and in such filing offices as the Note Collateral Agent reasonably determines appropriate to perfect the security interests of the Note Collateral Agent under this Agreement. A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement for filing in any jurisdiction. During such time as no Notice of an Actionable Event has been given and remains outstanding, the Note Collateral Agent shall provide to the Grantor a file-stamped copy of such financing statement or continuation thereof promptly following its return to the Note Collateral Agent by the relevant filing officer; provided that the failure to provide such financing statement or continuation thereof shall not impair the validity thereof and shall not subject the Note Collateral Agent to any liability to the Grantor.

12. Authority of Note Collateral Agent. The Grantor acknowledges that the rights and responsibilities of the Note Collateral Agent under this Agreement with respect to any action taken by the Note Collateral Agent or the exercise or non-exercise by the Note 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 holders of the Note Obligations, be governed by the Indenture, the Collateral Agency Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Note Collateral Agent and the Grantor, the Note Collateral Agent shall be conclusively presumed to be acting as agent for the holders of the Note Obligations 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.

13. Notices. All notices, consents, requests and demands to or upon the Note Collateral Agent or the Grantor to be effective shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand or by

mail, or, in the case of telecopy notice, when sent, addressed to the Note Collateral Agent or the Grantor, as the case may be, as follows:

if to the Grantor:
625 Madison Avenue
New York, New York 10022
Attention: Senior Vice President and

General Counsel

if to the Note Collateral Agent:
Wilmington Trust Company

Rodney Square North
1100 N. Market Street
Wilmington, DE 19890
Attention: Corporate Trust Administration Facsimile: 302-651-7772

The Note Collateral Agent and the Grantor may change their addresses and transmission numbers for notices by notifying the other parties hereto of such change in the manner provided in this Section.

14. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

15. Amendments; No Waiver; Cumulative Remedies. (a) Amendments. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with the terms of the Indenture and the Collateral Agency Agreement. Without limiting the generality of the foregoing, amendments, waivers and consents effected in respect of certain provisions of the First Lien Documents shall, upon their effectiveness but only to the extent provided in the Collateral Agency Agreement, apply with equal force to the comparable provisions of this Agreement and become effective with respect thereto without the consent of or any other action on the part of any Person.

(b) No Waiver by Course of Conduct. Neither the Note Collateral Agent nor any other holder of the Note Obligations shall by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Actionable Event or in any breach of any of the terms and conditions hereof, except as otherwise provided in subsection 15(a) hereof. No failure to exercise, nor any delay in exercising, on the part of the Note Collateral Agent or any holder of the Note Obligations, 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 Note Collateral Agent or any other holder of the Note Obligations of any right or remedy hereunder on any one occasion shall not be

construed as a bar to any right or remedy which the Note Collateral Agent or such holder of the Note Obligations would otherwise have on any future occasion.

(c) Remedies Cumulative. 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.

16. Section Headings. The section and subsection headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

17. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of the Grantor and shall inure to the benefit of the Controlling Collateral Agent, the Note Collateral Agent and the holders of the Note Obligations and their successors and assigns.

18. Release of Collateral and Termination. Collateral shall be released from the Lien created hereby, and this Security Agreement and all obligations of the Note Collateral Agent and the Grantor hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

19. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to be duly executed and delivered as of the date first above written.

REVLON CONSUMER PRODUCTS CORPORATION

By: /s/ Michael T. Sheehan
   -----------------------------------------
Name: Michael Sheehan

Title: Vice President

WILMINGTON TRUST COMPANY,as Note Collateral Agent

By: /s/ James P. Lawler
   -----------------------------------------
Name: James P. Lawler

Title: Vice President

EXHIBIT 4.12

SUBSIDIARY SECURITY AGREEMENT

(Note Obligations)

SECURITY AGREEMENT, dated as of November 30, 2001, made by each corporation signatory hereto (each such corporation, a "Grantor"; collectively, the "Grantors") in favor of Wilmington Trust Company, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent") for holders of the Note Obligations (as hereinafter defined).

WHEREAS, each Grantor has guaranteed (the "Indenture Guarantee") the obligations of Revlon Consumer Products Corporation (the "Company") under the Indenture, dated as of November 26, 2001, among the Company, the Guarantors identified on the signature pages thereto and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), providing for the issuance of 12% Senior Secured Notes Due 2005 of the Company; and

WHEREAS, each Grantor is a party to a Subsidiaries Guarantee (the "Bank Guarantee") referred to in the Second Amended and Restated Credit Agreement entered into by the Company on the date hereof; and

WHEREAS, (i) to secure each Grantor's guarantee of the Bank Obligations (as defined below) pursuant to the Bank Guarantee, each Grantor has granted to the Administrative Agent (as defined below), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Collateral (as defined below), and (ii) to secure each Grantor's guarantee of the Note Obligations pursuant to the Indenture Guarantee, each Grantor now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein).

NOW, THEREFORE, each Grantor agrees with the Note Collateral Agent, for the benefit of the holders of the Note Obligations, as follows:

1. Defined Terms.

(a) Definitions.

(i) The following terms which are defined in the Uniform Commercial Code in effect in the State of New York on the date hereof are used herein as so defined: Accounts, Chattel Paper, Documents, Equipment, Farm Products, General Intangibles, Instruments, Inventory and Proceeds (other than
(i) those rights or assets which are not located in or created by, and do not arise or exist under, the laws of the United States or any State or any political subdivision thereof, with it being understood that Accounts and General Intangibles shall be deemed to be located in the jurisdiction of the filing office in which a secured party

would be required to file a financing statement under the UCC in order to perfect its security interest therein, and (ii) any interest in any Excluded Entity).

(ii) The following terms shall have the following meanings:

"Actionable Event": as defined in the Collateral Agency Agreement.

"Administrative Agent": as defined in the Collateral Agency Agreement.

"Agreement": this Security Agreement, as the same may be amended, modified or otherwise supplemented from time to time.

"Bank Obligations": as defined in the Collateral Agency Agreement.

"Collateral": as defined in Section 2(a) of this Agreement.

"Collateral Account": as defined in the Collateral Agency Agreement.

"Collateral Agency Agreement": the Amended and Restated Collateral Agency Agreement , dated as of May 30, 1997 and as further amended and restated as of the date hereof, between the Company, JPMorgan Chase Bank, as bank agent, the Administrative Agent, the Trustee and the Note Collateral Agent, as the same may be amended, supplemented or otherwise modified from time to time.

"Contracts": with respect to each Grantor, the license agreements listed in Schedule 1 attached hereto to which such Grantor has any rights, as the same may be amended, modified or otherwise supplemented from time to time, including, without limitation, (a) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (b) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guarantee with respect thereto, (c) all rights of such Grantor to damages arising out of or for breach or default in respect thereof and (d) all rights of such Grantor to exercise all remedies thereunder.

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

"Controlling Collateral Agent": (i) with respect to Collateral that is also subject to Liens granted under any First Lien Document: at all times prior to the First Lien Termination Date, the Administrative Agent and, thereafter, the Note Collateral Agent; and (ii) with respect to Collateral that is not subject to any Lien granted under any First Lien Document: at all times, the Note Collateral Agent.

"Copyrights": with respect to each Grantor, (a) all copyrights, whether registered or unregistered, and whether or not the underlying works of authorship have been published, and all works of authorship and other rights therein or derived therefrom, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all

right, title and interest to make and exploit all derivative works based upon or adopted from works covered by such copyright and all copyright registrations and copyright applications, and any renewals or extensions thereof, including without limitation, each copyright registration and copyright application, if any, identified in Schedule 4 hereto, and including, without limitation, (a) the right to print, publish and distribute any of the foregoing, (b) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (c) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof) and (d) all rights of each Grantor corresponding thereto throughout the United States and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; provided that, for purposes hereof, the term "Copyrights" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof.

"Copyright Licenses": with respect to each Grantor, all license agreements with any other Person in connection with any of the Copyrights of such Grantor, or such other Person's copyrights, whether such Grantor is a licensor or licensee under any such license agreement, including, without limitation, the license agreements listed on Schedule 4 hereto, subject in each case to the terms of such license agreements, including, without limitation, terms requiring consent to a grant of a security interest; provided that, for purposes hereof, the term "Copyright Licenses" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof.

"Credit Documents": as defined in the Collateral Agency Agreement.

"Excluded Entities": Madison (Services) Pty. Ltd.; Revlon (Aust.) Services Pty. Ltd.; Revlon Professional Holding Company LLC; Revlon Pension Trustee Company (U.K.) Limited; and Revlon (Maesteg) Pension Trustee Company Limited.

"First Lien Documents": as defined in the Collateral Agency Agreement.

"First Lien Termination Date": as defined in the Collateral Agency Agreement.

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

"Guarantee Obligations": with respect to each Grantor, the obligations of such Grantor under its Indenture Guarantee.

"Intellectual Property Security Agreements": a collective reference to each Subsidiary Copyright Security Agreement, Subsidiary Patent Security Agreement and Subsidiary

Trademark Security Agreement, as applicable, made by certain of the Grantors in favor of the Note Collateral Agent.

"Liens": as defined in the Indenture.

"Note Collateral Agent": Wilmington Trust Company and any successors thereof appointed in accordance with the terms of the Collateral Agency Agreement, in each case as collateral agent for the holders of the Note Obligations.

"Note Obligation Documents": as defined in the Collateral Agency Agreement.

"Note Obligations": as defined in the Collateral Agency Agreement.

"Notice of an Actionable Event": as defined in the Collateral Agency Agreement.

"Patents": with respect to each Grantor, all patents, patent applications and patentable inventions, including, without limitation, each patent and patent application identified in Schedule 2 attached hereto and made a part hereof, and including without limitation (i) all inventions and improvements described and claimed therein, (ii) the right to sue or otherwise recover for any misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past and future infringements thereof), and (iv) all rights corresponding thereto throughout the United States and all reissues, divisions, continuations, continuations-part, substitutes, renewals, and extensions thereof, all improvements thereon and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto; provided that, for purposes hereof, the term "Patents" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof.

"Patent Licenses": with respect to each Grantor, all license agreements with any other Person in connection with any of the Patents of such Grantor, or such other Person's patents, whether such Grantor is a licensor or licensee under any such license agreement, including, without limitation, the license agreements listed on Schedule 2 hereto, subject, in each case, to the terms of such license agreements, including, without limitation, terms requiring consent to the grant of a security interest; provided that, for purposes hereof, the term "Patent Licenses" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof.

"Permitted Liens": as defined in the Indenture.

"Person": as defined in the Indenture.

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

"Secured Obligations": as defined in the Collateral Agency Agreement.

"Subsidiaries Guarantee (Bank Obligations)": as defined in the recitals hereto.

"Subsidiary": as defined in the Indenture.

"Trademarks": with respect to each Grantor, all trademarks, service marks, trade names, trade dress or other indicia of trade origin, trademark and service mark registrations, and applications for trademark or service mark registrations and any renewals thereof, including, without limitation, each registration and application identified in Schedule 3 attached hereto and made a part hereof, and including without limitation (i) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (ii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof), and (iii) all rights corresponding thereto throughout the United States and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each such trademark, service mark, trade name, trade dress or other indicia of trade origin; provided that, for purposes hereof, the term "Trademarks" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof.

"Trademark Licenses": with respect to each Grantor, all license agreements with any other Person in connection with any of the Trademarks of such Grantor, or such other Person's trademarks, whether such Grantor is a licensor or licensee under any such license agreement, including, without limitation, the license agreements listed on Schedule 3 hereto, subject, in each case, to the terms of such license agreements, including, without limitation, terms requiring consent to the grant of a security interest; provided that, for purposes hereof, the term "Trademark Licenses" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof.

"UCC": the Uniform Commercial Code as from time to time in effect in the State of New York.

(b) Other Definitional Provisions.

(i) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and paragraph references are to this Agreement unless otherwise specified.

(ii) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

2. Grant of Security Interest; Collateral Agency Agreement Controls.

(a) As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantee Obligations, each Grantor hereby grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a security interest in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, which is located in or exists under the laws of the United States or any State thereof (collectively, the "Collateral"):

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Contracts;

(iv) all Copyrights;

(v) all Copyright Licenses;

(vi) all Documents;

(vii) all Equipment;

(viii) all General Intangibles;

(ix) all Instruments;

(x) all Inventory;

(xi) all Patents;

(xii) all Patent Licenses;

(xiii) all Trademarks;

(xiv) all Trademark Licenses;

(xv) all books and records pertaining to the Collateral; and

(xvi) to the extent not otherwise included, all Proceeds (including, to the extent not otherwise included therein, all (a) payments under insurance (whether or not the Note Collateral Agent is the loss payee thereunder) or any indemnity, warranty or guarantee payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (b) cash) and products of any and all of the foregoing.

Notwithstanding anything to the contrary contained herein, the Collateral described herein shall constitute collateral security only for those Guarantee Obligations with respect to which the Proceeds of such Collateral are applied pursuant to Section 4.2(b) (or, if applicable, 4.8) and

4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Collateral only to the extent of such Guarantee Obligations.

(b) Collateral Agency Agreement Controls. Notwithstanding anything to the contrary contained in this Agreement but subject to the last sentence of this Section 2(b), all of the rights and obligations of the parties hereto set forth herein are subject to the terms of the Collateral Agency Agreement, which shall be controlling. Without limiting the generality of the foregoing, the rights of the Note Collateral Agent and the holders of the Note Obligations set forth herein relating to (i) the release of or realization upon Collateral that is subject to Liens granted under the First Lien Documents, (ii) amendments to or waivers in respect of this Agreement or any other Note Obligation Document, (iii) the exercise of remedies with respect to Collateral that is subject to Liens granted under the First Lien Documents, (iv) the right to receive, hold and apply Proceeds that are subject to Liens granted under the First Lien Documents and (v) all other matters addressed herein are granted subject to, and shall be exercised in accordance with the terms of the Collateral Agency Agreement. The terms of this Section 2(b) shall not prevent the Note Collateral Agent from taking such actions or reasonably requesting any Grantor to take such actions as are necessary to perfect or maintain the perfection of the Note Collateral Agent's security interest in the Collateral, nor shall such terms mitigate such Grantor's obligations hereunder to take such actions, provide such information and deliver such documents, instruments and certificates as may be necessary to perfect or maintain the perfection of such security interest.

3. Representations and Warranties. Each Grantor hereby represents and warrants that:

(a) Power and Authority. Such Grantor has the corporate or other power and authority and the legal right to execute and deliver, to perform its obligations under, and to grant the security interest in the Collateral pursuant to, this Agreement and has taken all necessary corporate or other action to authorize its execution, delivery and performance of, and grant of the security interest in the Collateral pursuant to, this Agreement.

(b) Title; No Other Liens. Except for (i) the security interest granted to the Note Collateral Agent pursuant to this Agreement and
(ii) Permitted Liens, such Grantor owns the legal and beneficial interest in each item of the Collateral free and clear of any and all Liens or claims of others. No security agreement, financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office (including, without limitation, the United States Copyright Office or the United States Patent and Trademark Office), except such as have been filed in favor of the Note Collateral Agent pursuant to this Agreement or such as relate to Permitted Liens.

(c) Enforceable Obligation; Perfected, Second Priority Security Interests. This Agreement constitutes a legal, valid and binding obligation of such Grantor, enforceable in accordance with its terms. Upon the "timely" (as defined in a manner consistent with the provisions of Section 205 of 17 U.S.C., Section 1060 of 15 U.S.C. and Section 261 of 35 U.S.C.) filing from time to time of the relevant Intellectual Property Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office and the filing of all necessary UCC financing statements with the appropriate Governmental

Authorities, the security interests (other than those in Proceeds, to the extent that such security interests may be perfected under the UCC only by possession) granted pursuant to this Agreement (i) will constitute second priority, perfected security interests in the Collateral in favor of the Note Collateral Agent, for the benefit of the holders of the Note Obligations, subject to Permitted Liens, and (ii) will be enforceable as such against all creditors of and purchasers from such Grantor (except purchasers of Inventory in the ordinary course of business), in each case subject to the Collateral Agency Agreement, and except as enforceability is affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(d) No Violation. The execution, delivery and performance of this Agreement will not violate any provision of any material Requirement of Law or Contractual Obligation of such Grantor and will not result in the creation or imposition of any Lien on any of the properties or revenues of such Grantor pursuant to any material Requirement of Law or Contractual Obligation of such Grantor, except the security interests created hereby and Permitted Liens.

(e) No Consents Required. No consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of such Grantor), is required (i) in connection with the execution, delivery, performance, validity or enforceability of this Agreement or (ii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (w) the timely filing of the relevant Intellectual Property Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, (x) the filing of all necessary UCC financing statements with the appropriate Governmental Authorities, (y) any such consents the absence of which, in the aggregate, would not be reasonably likely to have a material adverse effect on the Collateral and
(z) any consents, licenses, permits, approvals or authorizations, exemptions, registrations, filings or declarations which have already been obtained and remain in full force and effect.

(f) No Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Grantor, threatened by or against it or against any of its properties or revenues with respect to this Agreement or any of the transactions contemplated hereby.

(g) Inventory. All Inventory that constitutes Collateral that is owned by such Grantor has been produced in accordance with all requirements of the Fair Labor Standards Act.

(h) Chief Executive Office. On the date hereof, the chief executive office and chief place of business of each Grantor hereunder is set forth on Schedule 5 hereto.

(i) Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products.

4. Covenants. Each Grantor covenants and agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations that, from and after the date of this Agreement until this Agreement is terminated and the security interests created hereby are released:

(a) Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Instrument or Chattel Paper shall be immediately delivered to the Controlling Collateral Agent, duly indorsed in a manner satisfactory to the Controlling Collateral Agent, to be held as Collateral pursuant to this Agreement and the Collateral Agency Agreement.

(b) Maintenance of Property. Such Grantor will keep its Inventory in good saleable order and condition in accordance with its past practice.

(c) Inspection of Property; Books and Records; Discussions. Such Grantor will keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to the Collateral. Upon reasonable advance notice and during normal business hours, such Grantor will permit representatives of the Note Collateral Agent to visit and inspect any of such Grantor's properties where any of such Collateral or any of such Grantor's books and records relating to such Collateral are located and to inspect such Collateral and to examine and make abstracts from any of its books and records as often as may reasonably be desired and to discuss the condition and operation of such Collateral with officers and employees of such Grantor and with its independent certified public accountants.

(d) Marking of Records. To the extent necessary to provide the Note Collateral Agent with a perfected security interest in the Collateral, such Grantor will mark its books and records pertaining to the Collateral granted by it to evidence this Agreement and the security interests created hereby.

(e) Maintenance of Insurance. Such Grantor will maintain, with financially sound and reputable companies, insurance on its property and against such liabilities in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business. All such insurance shall (A) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Controlling Collateral Agent of written notice thereof, (B) name the Administrative Agent, for the benefit of the holders of the Bank Obligations, and the Note Collateral Agent, for the benefit of the holders of the Note Obligations, as insured parties as their interests may appear (without any representation or warranty by, or obligation upon, the Administrative Agent, any holder of the Bank Obligations, the Note Collateral Agent or any holder of the Note Obligations) and (C) be reasonably satisfactory in all other respects to the Controlling Collateral Agent. Such Grantor shall at any time and from time to time upon the reasonable request of the Note Collateral Agent promptly deliver to the Note Collateral Agent a report of a reputable insurance broker with respect to such insurance maintained by it.

(f) Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and 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 Credit Documents) imposed upon the Collateral granted by it or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to such Collateral, except that no such tax, assessment, charge or levy need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves (if required) in conformity with GAAP with respect thereto have been provided on the books of such Grantor and such proceedings do not involve any material danger of the sale, forfeiture or loss of any of such Collateral or any interest therein.

(g) Limitation on Dispositions and Liens; Further Documentation.

(i) Such Grantor will not sell, transfer, lease or otherwise dispose of any of the Collateral granted by it in violation of the terms of the Indenture.

(ii) Such Grantor (A) will not create, incur or permit to exist any Lien or claim on or to the Collateral granted by it, other than the Liens created hereby and Permitted Liens, (B) will maintain the security interest created by this Agreement as a second priority, perfected security interest, subject to Permitted Liens and (C) will defend such security interest against claims and demands of all Persons whomsoever, other than in the case of Permitted Liens.

(iii) At any time and from time to time, upon the written request of the Note Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver such further instruments and documents and take such further action as the Note Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the security interests created hereby and the filing of the relevant Intellectual Property Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office (which financing statements have been delivered to the Note Collateral Agent in form suitable for filing prior to or on the date hereof).

(iv) Nothing contained herein shall obligate such Grantor to pay any maintenance fee, renewal fee, annuity or take any steps to maintain any Patent, Trademark or Copyright which such Grantor reasonably determines is of no or negligible value to the Company and its Subsidiaries.

(h) Change of Name, etc. Such Grantor will not change its name, identity or corporate structure or the jurisdiction of its incorporation or organization to such an extent that any financing statement filed by the Note Collateral Agent in connection with this Agreement would become seriously misleading, unless it shall have given the Note Collateral Agent at least 30 days' prior written notice of such change.

(i) Further Identification of Collateral. Such Grantor will furnish to the Note Collateral Agent from time to time statements and schedules further identifying and describing the Collateral granted by it and such other reports in connection with such Collateral as the Note Collateral Agent may reasonably request, all in reasonable detail.

(j) Notices. Such Grantor will advise the Note Collateral Agent promptly, in reasonable detail, at the Note Collateral Agent's address set forth in the Collateral Agency Agreement, or at such other address as the Note Collateral Agent may provide to such Grantor by notice as provided in Section 13, of:

(i) any Lien (other than Liens created hereby and any Permitted Liens) on, or claim (other than claims arising in the ordinary course of business which are not reasonably likely to have a material adverse effect on the value of the Collateral granted by such Grantor) asserted against, any of the Collateral granted by it; and

(ii) the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral granted by it or on the security interests created hereby.

(k) Indemnification. Such Grantor agrees to pay, and to save the Note Collateral Agent and the holders of the Note Obligations from, any and all liabilities, costs and expenses (including, without limitation, reasonable and documented legal fees, charges and expenses) (A) with respect to, or resulting from any delay by such Grantor in paying, any and all excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral granted by it, (B) with respect to, or resulting from, any delay by such Grantor in complying with any Requirement of Law applicable to any of the Collateral granted by it and (C) in connection with any of the transactions contemplated by this Agreement (including, without limitation, the enforcement of this Agreement in accordance with the Collateral Agency Agreement).

5. Provisions Relating to Accounts.

(a) Grantor Remains Liable under Accounts. Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts to which it is a party 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 to each such Account. Neither the Note Collateral Agent nor any holder of the Note Obligations shall have any obligation or liability under any such Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Note Collateral Agent or such holder of the Note Obligations of any payment relating to such Account pursuant hereto, nor shall the Note Collateral Agent or any holder of the Note Obligations be obligated in any manner to perform any of the obligations of such Grantor under or pursuant to any Account to which such Grantor is a party (or any agreement giving rise thereto), 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 under any such Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the

payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

(b) Analysis of Accounts. After the First Lien Termination Date, the Note Collateral Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Note Collateral Agent reasonably may require in connection with such test verifications. At any time and from time to time, upon the Note Collateral Agent's request (at reasonable intervals) and at the expense of such Grantor, each Grantor shall furnish to the Note Collateral Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts to which such Grantor is a party. After the First Lien Termination Date, the Note Collateral Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Note Collateral Agent's reasonable satisfaction the existence, amount and terms of any Accounts; provided that, during such time as no Notice of an Actionable Event has been given and remains outstanding, the Note Collateral Agent may communicate with any such account debtors only in coordination with the relevant Grantor (or the Company as its agent) and such Grantor hereby agrees to coordinate and effectuate any such communication which reasonably is requested by the Note Collateral Agent within 15 days following the Note Collateral Agent's request therefor.

(c) Collections on Accounts.

(i) The Grantor is authorized to collect the Accounts to which such Grantor is a party, subject to the Controlling Collateral Agent's direction and control, and the Controlling Collateral Agent may curtail or terminate said authority at any time after a Notice of an Actionable Event has been given and remains outstanding and may direct that payments on the Accounts be made directly to the Controlling Collateral Agent in accordance with the provisions of Section 8(a) hereof. If required by the Controlling Collateral Agent at any time after a Notice of an Actionable Event has been given and remains outstanding, any payments of Accounts, when collected by a Grantor, (A) 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 Controlling Collateral Agent, if required, in the Collateral Account, subject to withdrawal by the Controlling Collateral Agent only as provided in subsection 8
(c), and (B) until so turned over, shall be held by such Grantor in trust for the Controlling Collateral Agent and the other holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), segregated from other funds of such Grantor.

(ii) Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(iii) At the Controlling Collateral Agent's request at any time when a Notice of an Actionable Event has been given and remains outstanding, each Grantor shall deliver to the Controlling Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts to which such

Grantor is a party, including, without limitation, all original orders, invoices and shipping receipts.

(d) Representations and Warranties. Each Grantor hereby represents and warrants that:

(i) No amount payable to such Grantor under or in connection with any Account is evidenced by any Instrument or Chattel Paper which has not been delivered to the Controlling Collateral Agent.

(ii) The place where such Grantor keeps its records concerning the Accounts on the date hereof is the location set forth on Schedule 5 hereto with respect to such Grantor.

(iii) None of the obligors on any Accounts to which such Grantor is a party is a Governmental Authority, other than as set forth on Schedule 7.

(e) Covenants. Each Grantor covenants and agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations that, from and after the date of this Agreement until this Agreement is terminated and the security interests created hereby are released:

(i) The amount represented by such Grantor to the Controlling Collateral Agent from time to time in any report required to be delivered hereunder by each account debtor or by all account debtors in respect of the Accounts to which such Grantor is a party will at such time be the correct amount actually owing by such account debtor or debtors thereunder.

(ii) Such Grantor will not amend, modify, terminate or waive any agreement giving rise to an Account to which it is a party in any manner which could reasonably be expected to materially adversely affect the value of such Account as Collateral.

(iii) Such Grantor will not fail to exercise promptly and diligently each and every material right which it may have under each agreement giving rise to an Account to which it is a party (other than any right of termination and other than such rights as such Grantor might reasonably elect to forego in the ordinary course of business in accordance with past practice when all such failures to exercise such rights would not, in the aggregate, be reasonably likely to materially impair the value of the Collateral provided by such Grantor hereunder).

(iv) Such Grantor will not fail to deliver to the Controlling Collateral Agent a copy of each material demand, notice or document received by it relating in any way to any agreement giving rise to an Account to which such Grantor is a party, except to the extent that the matters contained in such demand, notice or document would not be reasonably likely to have a material adverse effect on the Collateral provided by such Grantor hereunder.

(v) Other than in the ordinary course of business as generally conducted by such Grantor over a period of time, such Grantor will not grant any extension of the time of payment of any of the Accounts to which it is a party, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon.

(vi) Such Grantor will not remove its books and records from the location specified in paragraph 5(d)(ii), unless such Grantor shall have provided 30 days' prior written notice to the Note Collateral Agent and duly completed UCC financing statements shall have been filed in any filing offices necessary to provide the Note Collateral Agent with a second priority, perfected security interest, subject to Permitted Liens, in such books and records in the jurisdiction to which they have been removed.

(vii) In any suit, proceeding or action brought by the Note Collateral Agent pursuant to Section 8 or 9 hereof under any Account to which such Grantor is a party for any sum owing thereunder, or to enforce any provisions of any Contract to which it is a party, such Grantor will save, indemnify and keep the Note Collateral Agent and the holders of the Note Obligations harmless from and against all expense (including, without limitation, the reasonable and documented fees, charges and expenses of counsel), loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction or liability whatsoever of the account debtor thereunder, arising out of a breach by such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or its successors from such Grantor.

6. Provisions Relating to Contracts.

(a) Grantor Remains Liable under Contracts. Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Contracts to which it is a party to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with and pursuant to the terms and provisions of each such Contract. Neither the Note Collateral Agent nor any holder of the Note Obligations shall have any obligation or liability under any Contract by reason of or arising out of this Agreement or the receipt by the Note Collateral Agent or any such holder of the Note Obligations of any payment relating to such Contract pursuant hereto, nor shall the Note Collateral Agent or any holder of the Note Obligations be obligated in any manner to perform any of the obligations of such Grantor under or pursuant to any such Contract, 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 under any such Contract, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

(b) Communication With Contracting Parties. After the First Lien Termination Date, the Note Collateral Agent in its own name or in the name of others may communicate with parties to the Contracts to verify with them to the Note Collateral Agent's satisfaction the existence, amount and terms of any Contracts; provided that, during such time after the First Lien, Termination Date as no Notice of an Actionable Event has been given and remains outstanding, the Note Collateral Agent may communicate with any such parties only in

coordination with the Grantor party to such Contract and such Grantor hereby agrees to coordinate and effectuate any such communication which reasonably is requested by the Note Collateral Agent within 15 days following the Note Collateral Agent's request therefor.

(c) Representations and Warranties. Each Grantor hereby represents and warrants that:

(i) No consent of any party (other than such Grantor) to any Contract to which such Grantor is a party is required, or purports to be required, in connection with the execution, delivery and performance of this Agreement.

(ii) Except to the extent permitted pursuant to Section
6(d)(ii), each Contract to which such Grantor is a party is in full force and effect and constitutes a valid and legally enforceable obligation of such Grantor and (to the knowledge of such Grantor) the other parties thereto, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(iii) No consent or authorization of, filing with or other act by or in respect of any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of any of the Contracts to which such Grantor is a party by such Grantor or (to the knowledge of such Grantor) any other party thereto other than those which have been duly obtained, made or performed, are in full force and effect and do not subject the scope of any such Contract to any material adverse limitation, either specific or general in nature.

(iv) Neither such Grantor nor (to the best of its knowledge) any other party to any Contract to which such Grantor is a party is in default or is reasonably likely to become in default in the performance or observance of any of the terms thereof, except to the extent that such default would not be reasonably likely to have a material adverse effect on the Collateral provided by such Grantor hereunder.

(v) Such Grantor has performed in all material respects in accordance with the terms thereof all obligations of such Grantor under each Contract to which it is a party.

(vi) The right, title and interest of such Grantor in, to and under each Contract to which such Grantor is a party are not subject to any defense, offset, counterclaim or claim which would materially adversely affect the value of the Collateral provided by such Grantor hereunder.

(vii) No amount payable to such Grantor under or in connection with any Contract to which such Grantor is a party is evidenced by any Instrument or Chattel Paper which has not been delivered to the Controlling Collateral Agent.

(viii) None of the parties to any Contracts to which such Grantor is a party is a Governmental Authority.

(d) Covenants. Each Grantor covenants and agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations that, from and after the date of this Agreement until this Agreement is terminated and the security interests created hereby are released:

(i) Such Grantor will perform and comply in all material respects with all its obligations under the Contracts to which it is a party and all its other Contractual Obligations relating to the Collateral.

(ii) Except in the ordinary course of its business in accordance with past practice, such Grantor will not amend, modify, terminate or waive any provision of any Contract to which it is a party in any manner which could reasonably be expected to materially adversely affect the value of such Contract as Collateral.

(iii) Such Grantor will not fail to exercise promptly and diligently each and every material right which it may have under each Contract to which it is a party (other than any right of termination and other than such rights as such Grantor might reasonably elect to forego in the ordinary course of business in accordance with past practice when all such failures to exercise such rights would not, in the aggregate, be reasonably likely to materially impair the value of the Collateral provided by such Grantor hereunder).

(iv) Such Grantor will not fail to deliver to the Controlling Collateral Agent a copy of (A) each Contract of which the Controlling Collateral Agent reasonably has so requested, including all amendments, supplements and other modifications thereto (subject to any confidentiality or other similar restrictions contained therein) and (B) each material demand, notice or document received by it relating in any way to any Contract to which it is a party, except (in the case of this clause (B) only) to the extent that the matters contained in such demand, notice or document would not be reasonably likely to have a material adverse effect on the Collateral provided by such Grantor hereunder.

(v) In any suit, proceeding or action brought by the Note Collateral Agent pursuant to Section 8 or 9 hereof under any Contract to which such Grantor is a party for any sum owing thereunder, or to enforce any provisions of any such Contract, such Grantor will save, indemnify and keep the Note Collateral Agent and the holders of the Note Obligations harmless from and against all expense (including, without limitation, the reasonable and documented fees, charges and expenses of counsel), loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction or liability whatsoever of the obligor thereunder, arising out of a breach by such Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such obligor or its successors from such Grantor.

7. Provisions Relating to Patents, Trademarks and Copyrights.

(a) Representations and Warranties. Each Grantor hereby represents and warrants that:

(i) Schedule 2 hereto includes all registered Patents and Patent applications, and all Patent Licenses, owned by such Grantor in its own name as of the date

hereof. Such Grantor has made all necessary filings and recordations to protect and maintain its interest in the Patents set forth in Schedule 2, including, without limitation, all necessary filings and recordings, and payment of all maintenance fees, in the United States Patent and Trademark Office.

(ii) Schedule 3 hereto includes all registered Trademarks, Trademark applications, and Trademark Licenses, owned by such Grantor in its own name as of the date hereof (other than the registered Trademarks and Trademark applications which have been abandoned as of the date hereof). Such Grantor has made all necessary filings and recordations to protect and maintain its interest in the Trademarks set forth in Schedule 3, including, without limitation, all necessary filings and recordings in the United States Patent and Trademark Office.

(iii) Schedule 4 hereto includes all Copyright registrations owned by such Grantor in its own name as of the date hereof which are in use on the date hereof or have been in use at any time during the immediately preceding four years. Such Grantor has made all necessary filings and recordations to protect and maintain its interest in the Copyrights set forth in Schedule 4, including, without limitation, all necessary filings and recordings in the United States Copyright Office.

(iv) Except to the extent disclosed in Schedules 2, 3 or 4, respectively, as of the date hereof, each such Patent, Trademark and Copyright set forth in Schedule 2, 3, or 4, respectively (but other than any applications listed on such Schedules), is subsisting and has not been abandoned, and, to the best of such Grantor's knowledge, is valid and enforceable.

(v) As of the date hereof, except for the Patent Licenses, Trademark Licenses and Copyright Licenses set forth in Schedule 2, 3, or 4, respectively, such Grantor has not made a previous assignment, license, sale, transfer or agreement constituting a present or future assignment or encumbrance of any of or on any of the Patents, Trademarks or Copyrights, except for Permitted Liens. Except to the extent disclosed in Schedule 2, 3, or 4, respectively, such Grantor has not granted any release, covenant not to sue, or non-assertion assurance to any Person with respect to any material Patent, Patent License, Trademark, Trademark License, Copyright or Copyright License.

(vi) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity, registrability or enforceability of any material Patent, Trademark or Copyright.

(vii) Such Grantor has no knowledge of the existence of any right or any claim that is likely to be made under or against any material Patent, Trademark or Copyright set forth in Schedule 2, 3 or 4.

(viii) To the best knowledge of such Grantor, no claim has been made and is continuing or threatened that the use by such Grantor of any material Patent, Trademark or Copyright is invalid or unenforceable or that the use by such Grantor of any Patent, or any Trademark or Copyright which constitutes a material portion of the Collateral of

such Grantor, does or may violate the rights of any Person. To the best of such Grantor's knowledge, there is currently no infringement or unauthorized use of any material Patent, Trademark or Copyright set forth in Schedule 2, 3 or 4, other than any such infringement or unauthorized use which is set forth in Schedule 2, 3 or 4.

(ix) No action or proceeding is pending (A) seeking to limit, cancel or question the validity of any such material Patent, Trademark or Copyright set forth in Schedule 2, 3 or 4, or (B) which, if adversely determined, would be reasonably likely to have a material adverse effect on the value of any such Patent, Trademark or Copyright.

(b) Covenants. Each Grantor covenants and agrees with the Note Collateral Agent for the benefit of the holders of the Note Obligations that, from and after the date of this Agreement until this Agreement is terminated and the security interests created hereby are released:

(i) Such Grantor (either itself or through licensees) will, except with respect to any Trademark that such Grantor shall reasonably determine is of negligible economic value to it or (during such time as no Notice of an Actionable Event has been given and remains outstanding) to the extent consistent with its ordinary course of business in accordance with past practice, (A) continue to use each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with any appropriate notice of registration, (D) not adopt or use any mark in the United States which is confusingly similar or a colorable imitation of such Trademark unless the Note Collateral Agent, for the benefit of the holders of the Note Obligations, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (E) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark would be reasonably likely to become invalid or unenforceable.

(ii) Such Grantor will not, except with respect to any Patent that such Grantor shall reasonably determine is of negligible economic value to it, do any act, or omit to do any act, whereby any Patent may become invalid, unenforceable, abandoned or dedicated.

(iii) Such Grantor will not, except with respect to any registered Copyright that such Grantor shall reasonably determine is of negligible economic value to it, do any act, or omit to do any act, whereby any registered Copyright may become invalid, unenforceable, abandoned or dedicated.

(iv) Such Grantor will notify the Note Collateral Agent promptly if it knows, or has reason to know, that any application or registration relating to any material Patent, Trademark or Copyright may become abandoned or dedicated, and of any adverse determination or material adverse development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal)

regarding such Grantor's ownership of any Patent, Trademark or Copyright or its right to register the same or to keep and maintain the same.

(v) Such Grantor agrees that, in the event that it shall at any time and from time to time obtain an ownership interest in any Patent, Trademark or Copyright, the provisions of Section 2 shall automatically apply thereto and any such Patent, Trademark or Copyright, as the case may be, shall automatically become part of the Collateral.

(vi) Whenever (A) such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, or for the registration of any Copyright with the United States Copyright Office, or shall acquire any Patent, Trademark or Copyright, and (B) if the First Lien Termination Date has not occurred, the Grantor executes and delivers any agreements, instruments, documents or papers to evidence the Administrative Agent's security interest in any such application, Patent, Trademark or Copyright, such Grantor shall report such filing or acquisition to the Note Collateral Agent within 20 Business Days after the last day of the fiscal quarter in which such filing or acquisition occurs and shall execute and deliver any and all agreements, instruments, documents, and papers as may be necessary (or as the Note Collateral Agent otherwise may reasonably request) to evidence the Note Collateral Agent's security interest in any Patent, Trademark or Copyright, and the goodwill and general intangibles of such Grantor relating thereto or represented thereby, which security interest shall be subject to the terms of the Collateral Agency Agreement.

(vii) Except with respect to any Patent, Trademark or Copyright which such Grantor reasonably determines is of negligible economic value, such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, or any court or tribunal, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Patents, Trademarks and Copyrights, including, without limitation, the filing of responses to office actions issued by the United States Patent and Trademark Office, the filing of applications for renewal, reissue or extension, affidavits of use and affidavits of incontestability and the participation in opposition, cancellation, interference, reexamination, infringement and misappropriation proceedings, and the payment of maintenance fees.

(viii) In the event that any material Patent, Trademark or Copyright included in the Collateral is infringed or misappropriated by a third party, such Grantor shall promptly notify the Note Collateral Agent of such infringement or misappropriation and shall, unless such Grantor shall reasonably determine that such Patent, Trademark or Copyright is of negligible economic value to such Grantor (which determination such Grantor shall promptly report to the Note Collateral Agent), promptly sue for infringement or misappropriation, to seek injunctive relief where appropriate and seek to recover any and all damages for such infringement or misappropriation, or take such other actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Patent, or Trademark or Copyright.

(ix) Notwithstanding anything to the contrary contained in this Section 7(b), each Grantor shall have the right to license its Patents and Trademarks to third parties on an arms' length basis (and, during such time as no Notice of an Actionable Event has been given and remains outstanding, to retain the proceeds thereof); provided, except with respect to Trademarks and Patents which constitute an asset permitted to be sold, transferred or otherwise disposed of pursuant to the Credit Documents or with respect to which the only substantial use by such Grantor and its Subsidiaries is in connection with a business permitted to be sold, transferred or otherwise disposed of pursuant to the Credit Documents, that any such license of (i) a Trademark shall be for use with respect to products which are not reasonably likely to be competitive with those produced and/or marketed by the Company and its Subsidiaries and (ii) a Patent shall be for applications which would not be reasonably likely to diminish the value of any product line of the Company and its Subsidiaries. The Note Collateral Agent and each holder of a Note Obligation by its acceptance of such Note Obligation acknowledges and agrees that any security interest held by the Note Collateral Agent hereunder in any Patent or Trademark which is licensed in accordance with the provisions of this clause (ix) shall be subordinate to such license agreement.

8. Remedies.

(a) Notice to Account Debtors and Contract Parties. Upon the request of the Controlling Collateral Agent at any time after a Notice of an Actionable Event has been given and remains outstanding, each Grantor shall notify account debtors on the Accounts to which such Grantor is a party and parties to the Contracts to which such Grantor is a party that such Accounts and Contracts have been assigned to the Controlling Collateral Agent and that payments in respect thereof shall be made directly to the Controlling Collateral Agent.

(b) Proceeds to be Turned Over To Controlling Collateral Agent. In addition to the rights specified in subsection 5(c) with respect to payments of Accounts, if a Notice of an Actionable Event shall have been given and remain outstanding, all Proceeds consisting of cash, checks and other near-cash items received by each Grantor on account of any Collateral shall be held by such Grantor in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Controlling Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Controlling Collateral Agent, if required) and held by the Controlling Collateral Agent in the Collateral Account. All Proceeds while held by the Controlling Collateral Agent in the Collateral Account (or by such Grantor in trust for the Controlling Collateral Agent and the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations)) shall continue to be held as collateral security for all the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations) and shall not constitute payment thereof until applied as provided in subsection 8(c).

(c) Application of Proceeds. The application of Proceeds held in the Collateral Account shall be made in accordance with and governed by the terms of the Collateral Agency Agreement.

(d) UCC Remedies. If a Notice of an Actionable Event has been given and remains outstanding, the Controlling Collateral Agent, on behalf of the holders of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Guarantee Obligations, but subject to the terms of the Collateral Agency Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Controlling 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), when a Notice of an Actionable Event has been given and remains outstanding, subject to the terms of the Collateral Agency Agreement, forthwith may collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (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 Controlling Collateral Agent 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. The Controlling Collateral Agent or any holder of the Secured Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations) shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived or released. Each Grantor further agrees, at the Controlling Collateral Agent's request, to assemble the Collateral and make it available to the Controlling Collateral Agent at places which the Controlling Collateral Agent shall reasonably select, whether at a Grantor's premises or elsewhere. The Controlling Collateral Agent shall apply the proceeds of any such collection, recovery, receipt, appropriation, realization or sale in accordance with the Collateral Agency Agreement. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Controlling Collateral Agent arising out of the exercise by them of any rights hereunder, except to the extent arising out of the gross negligence or willful misconduct of the Controlling Collateral Agent. 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. All waivers by any Grantor of rights (including rights to notice), and all rights and remedies afforded the Controlling Collateral Agent herein, and all other provisions of this Agreement, are expressly made subject to any applicable mandatory provisions of law limiting, or imposing conditions (including conditions as to reasonableness) upon, such waivers or the effectiveness thereof or any such rights and remedies.

(e) Intellectual Property. In the event of any sale, assignment or other disposition of any of the Patents, Patent Licenses, Trademarks, Trademark Licenses, Copyrights or Copyright Licenses of any Grantor pursuant to this Section 8, the goodwill of the business connected with and symbolized by any Trademarks subject to such disposition shall be included, and such Grantor shall supply to the Controlling Collateral Agent or its designee such Grantor's know-how and expertise, and any documents and things embodying the same, relating to the manufacture, distribution, advertising and sale of products or the provision of services relating to

any Patent, Patent License, Trademark, Trademark License, Copyright or Copyright License subject to such disposition, and such Grantor's customer lists and other records and documents relating to such Patent, Patent License, Trademark, Trademark License, Copyright or Copyright License and to the manufacture, distribution, advertising and sale of such products and services.

(f) Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral granted by it are insufficient to pay its Guarantee Obligations and the reasonable and documented fees, charges and disbursements of any attorneys employed by the Note Collateral Agent to collect such deficiency.

9. Note Collateral Agent's Appointment as Attorney-in-Fact; Note Collateral Agent's Performance of Grantor's Obligations.

(a) Powers. Each Grantor hereby irrevocably constitutes and appoints the Note 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, from time to time in the Note Collateral Agent's reasonable 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, and, without limiting the generality of the foregoing, each Grantor hereby gives the Note Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do the following, subject to the terms of the Collateral Agency Agreement:

(i) at any time when a Notice of an Actionable Event has been given and remains outstanding, in the name of such Grantor or its own name, or otherwise, to take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account, Instrument, General Intangible or Contract or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise reasonably deemed appropriate by the Note Collateral Agent for the purpose of collecting any and all such moneys due under any Account, Instrument, General Intangible or Contract or with respect to any other Collateral whenever payable;

(ii) in the case of any Patents, Trademarks or Copyrights, to execute and deliver any and all agreements, instruments, documents, and papers as the Note Collateral Agent reasonably may request to evidence the Note Collateral Agent's security interest in any Patent, Trademark or Copyright and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral granted by such Grantor, to effect any repairs or any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof;

(iv) to execute, in connection with the sale provided for in Section 8(d) hereof, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral granted by such Grantor; and

(v) at any time when a Notice of an Actionable Event has been given and remains outstanding, (A) to direct any party liable for any payment under any of the Collateral granted by such Grantor to make payment of any and all moneys due or to become due thereunder directly to the Note Collateral Agent or as the Note Collateral Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral granted by such Grantor; (C) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral granted by such Grantor; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral granted by such Grantor or any thereof and to enforce any other right in respect of any such Collateral; (E) to defend any suit, action or proceeding brought against such Grantor with respect to any Collateral granted by it; (F) to settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, to give such discharges or releases as the Note Collateral Agent may deem appropriate; (G) to assign any Patent, Trademark or Copyright (along with the goodwill of the business to which any such Patent, Trademark or Copyright pertains), for such term or terms, on such conditions, and in such manner, as the Note Collateral Agent shall in its sole discretion determine; and (H) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral granted by such Grantor as fully and completely as though the Note Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Note Collateral Agent's option and such Grantor's expense, at any time, or from time to time, all acts and things which the Note Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral granted by such Grantor and the Note Collateral Agent's security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

(b) Performance by Note Collateral Agent of Grantor's Obligations. If any Grantor fails to perform or comply with any of its agreements contained herein, the Note Collateral Agent, at its option, but without any obligation so to do and subject to the terms of the Collateral Agency Agreement, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) Grantor's Reimbursement Obligation. The reasonable and documented expenses of the Note Collateral Agent incurred in connection with actions undertaken as provided in this Section, together with interest thereon at a rate per annum equal to 5-3/4% above the Alternate Base Rate (as defined in the Credit Agreement) (or, if the Credit Agreement is not in effect, 12%), from the date of payment by the Note Collateral Agent to the date reimbursed by a Grantor, shall be payable by the Grantors to the Note Collateral Agent on demand.

(d) Ratification; Power Coupled With An Interest. 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.

10. Duty of Note Collateral Agent. The Note Collateral Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Note Collateral Agent deals with similar property for its own account. Neither the Note Collateral Agent, any holder of the Note Obligations nor any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the 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 the Collateral or any part thereof. The powers conferred on the Note Collateral Agent and the holders of the Note Obligations hereunder are solely to protect the Note Collateral Agent's and the holders of the Note Obligations' interests in the Collateral and shall not impose any duty upon the Note Collateral Agent or any holder of the Note Obligations to exercise any such powers. The Note Collateral Agent and the holders of the Note Obligations 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 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.

11. Execution of Financing Statements. Pursuant to Section 9-509 of the UCC, each Grantor authorizes the Note Collateral Agent to file financing statements and continuations thereof with respect to the Collateral granted by such Grantor without the signature of such Grantor in such form and in such filing offices as the Note Collateral Agent reasonably determines appropriate to perfect the security interests of the Note Collateral Agent under this Agreement. A carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement for filing in any jurisdiction. During such time as no Notice of an Actionable Event has been given and remains outstanding, the Note Collateral Agent shall provide to such Grantor a file-stamped copy of such financing statement or continuation thereof promptly following its return to the Note Collateral Agent by the relevant filing officer; provided that the failure to provide such financing statement or continuation thereof shall not impair the validity thereof and shall not subject the Note Collateral Agent to any liability to such Grantor.

12. Authority of Note Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Note Collateral Agent under this Agreement with respect to any action taken by the Note Collateral Agent or the exercise or non-exercise by the Note 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 holders of the Note Obligations, be governed by the Indenture, the Collateral Agency Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Note Collateral Agent and the Grantors, the Note Collateral Agent shall be conclusively presumed to be acting as agent for the holders of the Note Obligations with full and valid authority so to act or refrain from acting, and such Grantor shall be under no obligation, or entitlement, to make any inquiry respecting such authority.

13. Notices. All notices, consents, requests and demands to or upon the Note Collateral Agent or any Grantor to be effective shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand or by mail, or, in the case of telecopy notice, when sent, addressed to the Note Collateral Agent or the Grantor, as the case may be, as follows:

if to any Grantor:

at its address or facsimile number set forth on the signature page to this Agreement;

if to the Note Collateral Agent:

Wilmington Trust Company

Rodney Square North
1100 North Market Street Wilmington, Delaware 19890 Attention: Corporate Trust Administration Facsimile: 302-651-7772

The Note Collateral Agent and the Grantors may change their addresses and transmission numbers for notices by notifying the other parties hereto of such change in the manner provided in this Section.

14. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

15. Amendments; No Waiver; Cumulative Remedies.

(a) Amendments. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with the terms of the Indenture and the Collateral Agency Agreement. Without limiting the generality of the foregoing, amendments, waivers and consents effected in respect of certain provisions of the First Lien Documents shall, upon their effectiveness but only to the extent provided in the Collateral Agency Agreement, apply with equal force to the comparable provisions of this Agreement and become effective with respect thereto without the consent of or any other action on the part of any Person.

(b) No Waiver by Course of Conduct. Neither the Note Collateral Agent nor any holder of the Note Obligations shall by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Actionable Event or in any breach of any of the terms and conditions hereof, except as otherwise provided in subsection 15(a) hereof. No failure to exercise, nor any delay in exercising, on the part of the Note Collateral Agent or any holder of the Note Obligations, 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 Note Collateral Agent or any holder of the Note Obligations of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Note Collateral Agent or such holder of the Note Obligations would otherwise have on any future occasion.

(c) Remedies Cumulative. 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.

16. Section Headings. The section and subsection headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

17. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Controlling Collateral Agent, the Note Collateral Agent and the holders of the Note Obligations and their successors and assigns.

18. SUBMISSION TO JURISDICTION; WAIVERS.

(A) EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(I) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT HEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(II) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(III) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH THE NOTE COLLATERAL AGENT SHALL HAVE BEEN NOTIFIED PURSUANT TO PARAGRAPH 13 HEREOF;

(IV) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND

(V) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS PARAGRAPH ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

(B) EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN PARAGRAPH
(A) ABOVE.

19. Release of Collateral and Termination. Collateral shall be released from the Lien created hereby, and this Security Agreement and all obligations of the Note Collateral Agent and each of the Grantors hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

20. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, each of the undersigned has caused this Security Agreement to be duly executed and delivered as of the date first above written.

ALMAY, INC.
CARRINGTON PARFUMS, LTD.
CHARLES OF THE RITZ GROUP LTD.
CHARLES REVSON INC.
COSMETICS & MORE, INC.
NORTH AMERICA REVSALE INC.
PACIFIC FINANCE & DEVELOPMENT CORP.
PPI TWO CORPORATION
PRESTIGE FRAGRANCES, LTD.
REVLON CONSUMER CORP. (f/k/a Inspirations Inc.)
REVLON GOVERNMENT SALES, INC.
REVLON INTERNATIONAL CORPORATION
REVLON PRODUCTS CORP.
REVLON REAL ESTATE CORPORATION
RIROS CORPORATION
RIROS GROUP INC.
RIT INC.

By: /s/ Michael T. Sheehan
    ----------------------
    Name:    Michael Sheehan
    Title:   Assistant Secretary

WILMINGTON TRUST COMPANY,
as Collateral Agent

By: /s/ James P. Lawler
    -------------------
    Name:    James P. Lawler
    Title:   Vice President

Exhibit 4.13

COMPANY COPYRIGHT SECURITY AGREEMENT

COPYRIGHT SECURITY AGREEMENT, dated as of November 30, 2001, made by REVLON CONSUMER PRODUCTS CORPORATION (the "Grantor"), in favor of Wilmington Trust Company, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent") for holders of the Note Obligations.

WHEREAS, the Grantor and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), are parties to the Indenture dated as of November 26, 2001 among the Company, the guarantors identified on the signature pages thereto and Wilmington Trust Company, as Trustee (as amended, supplemented or otherwise modified from time to time, the "Indenture"), providing for the issuance of the Grantor's 12% Senior Secured Notes Due 2005 (the "Notes");

WHEREAS, the Grantor is a party to the Second Amended and Restated Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among the Grantor, the local borrowing subsidiaries party thereto, the financial institutions party thereto, JPMorgan Chase Bank ("Chase"), as administrative agent (in such capacity, the "Bank Agent"), the other agents party thereto and the arranger party thereto;

WHEREAS, (i) to secure the Bank Obligations (as defined below), the Pledgor has granted to the Administrative Agent (as defined below), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Collateral (as defined below) (the "First Pledge Lien") and (ii) to secure the Note Obligations (as defined below) the Pledgor now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein); and

WHEREAS, the Grantor has executed and delivered a Security Agreement, dated as of the date hereof, in favor of the Note Collateral Agent, for the benefit of the holders of the Note Obligations (as amended, supplemented or otherwise modified from time to time, the "Company Security Agreement").

NOW, THEREFORE, the Grantor agrees for the benefit of the holders of the Note Obligations as follows:

1. Defined Terms

(a) Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Company Security Agreement.

(b) Other Definitional Provisions. (i) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and paragraph references are to this Agreement unless otherwise specified.

(ii) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

2. Grant of Security Interest. As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Note Obligations, the Grantor hereby grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a security interest in all of the following property now owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the "Copyright Collateral"):

(a) all copyrights, whether registered or unregistered, and whether or not the underlying works of authorship have been published, and all works of authorship and other rights therein or derived therefrom, all copyrights of works based on, incorporated in, derived from or relating to works covered by such copyrights, all right, title and interest to make and exploit all derivative works based upon or adopted from works covered by such copyright and all copyright registrations and copyright applications, and any renewals or extensions thereof, including without limitation, each copyright registration and copyright application, if any, identified in Schedule I hereto, and including, without limitation, (a) the right to print, publish and distribute any of the foregoing, (b) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (c) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof) and (d) all rights of the Grantor corresponding thereto throughout the United States and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto (the "Copyrights"); provided that for purposes hereof, the term "Copyrights" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof;

(b) all license agreements with any other Person in connection with any of the Copyrights of the Grantor, or such other Person's copyrights, whether the Grantor is a licensor or licensee under any such license agreement, including, without limitation, the license agreements listed on Schedule 4 to the Company Security Agreement, subject in each case to the terms of such license agreements, including, without limitation, terms requiring consent to a grant of a security interest (the "Copyright Licenses"); provided that, for purposes hereof, the term "Copyright Licenses" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof; and

(c) to the extent not otherwise included, all Proceeds (including, to the extent not otherwise included therein, cash) and products of any and all of the foregoing.

Notwithstanding anything to the contrary contained herein, the Copyright Collateral described herein shall constitute collateral security only for those Note Obligations with respect to which the Proceeds of such Copyright Collateral are applied pursuant to Section 4.2(b) (or, if applicable, 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Copyright Collateral only to the extent of such Note Obligations.

3. Security Agreement. This Agreement has been executed and delivered by the Grantor for the purpose of recording the security interest of the Note Collateral Agent in the Copyright Collateral with the United States Copyright Office. The security interest granted hereby has been granted as a supplement to, and not in limitation of, the security interest granted to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, under the Company Security Agreement. The Company Security Agreement (and all rights and remedies of the Note Collateral Agent and the holders of the Note Obligations thereunder) shall remain in full force and effect in accordance with its terms.

4. Release of Collateral and Termination. The Note Collateral Agent shall release the Copyright Collateral from the Lien created hereby, and this Agreement and all obligations of the Note Collateral Agent and the Grantor hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

5. Acknowledgment. The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Note Collateral Agent with respect to the security interest in the Copyright Collateral granted hereby are more fully set forth in the Company Security Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein.

6. Note Obligation Document, etc. This Agreement is a Note Obligation Document executed pursuant to the Indenture and shall (unless otherwise expressly indicated

herein) be construed, administered and applied in accordance with the terms and provisions of the Indenture.

7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

REVLON CONSUMER PRODUCTS CORPORATION

By:    /s/ Michael T. Sheehan
   ---------------------------------
Title: Vice-President

A. Copyright Registrations

Reg. No.: VA787-093
Reg. Date: 3/25/96
Title: REVLAW & DESIGN
Author: Revlon Consumer Products Corporation Owner: Revlon Consumer Products Corporation

Reg. No.: VA720-048
Reg. Date: 3/15/95
Title: PERFUME BOTTLE AND LID
Author: Revlon Consumer Products Corporation Owner: Revlon Consumer Products Corporation

Reg. No.: TX 156291
Reg. Date: 12/12/78
Title: ALMAY INC. SALES TRAINING, Part I
Author: Almay, Inc.
Owner: Revlon Consumer Products Corporation

B. Copyright Application

Application Date: 2/16/01
Title: ALMAY SKIN KINETIN SKINCARE Package
Author: Revlon Consumer Products Corporation Owner: Revlon Consumer Products Corporation

Exhibit 4.14

COMPANY PATENT SECURITY AGREEMENT

PATENT SECURITY AGREEMENT, dated as of November 30, 2001, made by REVLON CONSUMER PRODUCTS CORPORATION (the "Grantor"), in favor of Wilmington Trust Company, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent") for holders of the Note Obligations.

WHEREAS, the Grantor and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), are parties to the Indenture dated as of November 26, 2001 among the Company, the guarantors identified on the signature pages thereto and Wilmington Trust Company, as Trustee (as amended, supplemented or otherwise modified from time to time, the "Indenture"), providing for the issuance of the Grantor's 12% Senior Secured Notes Due 2005 (the "Notes");

WHEREAS, the Grantor is a party to the Second Amended and Restated Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among the Grantor, the local borrowing subsidiaries party thereto, the financial institutions party thereto, JPMorgan Chase Bank ("Chase"), as administrative agent (in such capacity, the "Bank Agent"), the other agents party thereto and the arranger party thereto;

WHEREAS, (i) to secure the Bank Obligations (as defined below), the Pledgor has granted to the Administrative Agent (as defined below), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Collateral (as defined below) (the "First Pledge Lien") and (ii) to secure the Note Obligations (as defined below) the Pledgor now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein); and

WHEREAS, the Grantor has executed and delivered a Security Agreement, dated as of the date hereof, in favor of the Note Collateral Agent, for the benefit of the holders of the Note Obligations (as amended, supplemented or otherwise modified from time to time, the "Company Security Agreement").

NOW, THEREFORE, the Grantor agrees for the benefit of the holders of the Note Obligations as follows:

1. Defined Terms

(a) Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Company Security Agreement.

(b) Other Definitional Provisions. (i) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and paragraph references are to this Agreement unless otherwise specified.

(ii) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

2. Grant of Security Interest. As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Note Obligations, the Grantor hereby grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a security interest in all of the following property now owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the "Patent Collateral"):

(a) all patents, patent applications and patentable inventions, including, without limitation, each patent and patent application identified in Schedule 1 attached hereto and made a part hereof, and including without limitation (i) all inventions and improvements described and claimed therein, (ii) the right to sue or otherwise recover for any misappropriations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past and future infringements thereof), and (iv) all rights corresponding thereto throughout the United States and all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all improvements thereon and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto (the "Patents"); provided that, for purposes hereof, the term "Patents" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof;

(b) all license agreements with any other Person in connection with any of the Patents of the Grantor, or such other Person's patents, whether the Grantor is a licensor or licensee under any such license agreement, including, without limitation, the license agreements listed on Schedule 2 to the Company Security Agreement, subject, in each case, to the terms of such license agreements, including, without limitation, terms requiring consent to the grant of a security interest (the "Patent Licenses"); provided that,

for purposes hereof, the term "Patent Licenses" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof; and

(c) to the extent not otherwise included, all Proceeds (including, to the extent not otherwise included therein, cash) and products of any and all of the foregoing.

Notwithstanding anything to the contrary contained herein, the Patent Collateral described herein shall constitute collateral security only for those Note Obligations with respect to which the Proceeds of such Patent Collateral are applied pursuant to Section 4.2(b) (or, if applicable, 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Patent Collateral only to the extent of such Note Obligations.

3. Security Agreement. This Agreement has been executed and delivered by the Grantor for the purpose of recording the security interest of the Note Collateral Agent in the Patent Collateral with the United States Patent and Trademark Office. The security interest granted hereby has been granted as a supplement to, and not in limitation of, the security interest granted to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, under the Company Security Agreement. The Company Security Agreement (and all rights and remedies of the Note Collateral Agent and the holders of the Note Obligations thereunder) shall remain in full force and effect in accordance with its terms.

4. Release of Collateral and Termination. The Note Collateral Agent shall release the Patent Collateral from the Lien created hereby, and this Agreement and all obligations of the Note Collateral Agent and the Grantor hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

5. Acknowledgment. The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Note Collateral Agent with respect to the security interest in the Patent Collateral granted hereby are more fully set forth in the Company Security Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein.

6. Note Obligation Document, etc. This Agreement is a Note Obligation Document executed pursuant to the Indenture and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions of the Indenture.

7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

REVLON CONSUMER PRODUCTS CORPORATION

By:      /s/ Michael T. Sheehan
   ----------------------------
Title: Vice-President

1.       Patents

  Docket      Patent No.         Grant Date    Title
  ------      ----------         ----------    -----
99-24A        6,315,989           11/13/01     Water in Oil Microemulsion
                                               Peroxide Compositions

99-44         6,306,182           10/23/01     Polymeric Dye Compounds

99-36         6,299,890            10/9/01     Make-up Compositions

97-30         6,277,358            8/21/01     Cosmetic Compositions Containing
                                               Cross Linkable Polymers

94-18D5       6,274,152            8/14/01     Cosmetic compositions


99-9          6,241,411             6/5/01     Mascara Brush, Container and
                                               Method

98-11         6,235,297            5/22/01     Methods for Treating Skin With 3-
                                               Hydroxy Benzoic Acid

99-24B        6,238,653            5/29/01     Liquid Crystalline Peroxide
                                               Compositions

99-6          6,214,329            4/10/01     Mascara Composition & Method for
                                               Curling Lashes

00-1          6,199,559            3/13/01     Hermetic Compact


97-24         6,197,319             3/6/01     Cosmetic Compositions Containing
                                               Polysaccharide/Protein Complexes

98-48         6,174,099            1/16/01     Device for Applying Liquid
                                               Cosmetic Products

98-51cip      6,171,581             1/9/01     Water and Oil Emulsion Solid
                                               Antiperspirant/Deodorant
                                               Composition

Docket       Patent No.     Grant Date   Title
------       ----------     ----------   -----
99-34        6,168,024         1/2/01    Cosmetic Pencil and Case

97-23        6,162,421       12/19/00    Pigmented Water in Oil Emulsion
                                         Cosmetic Sticks

96-3A        6,153,206       11/28/00    Cosmetic Compositions

94-23d2      6,143,283        11/7/00    Glossy Transfer Resistant Cosmetic
                                         Compositions

98-4         6,143,286        11/7/00    Method for Improving the Fade
                                         Resistance of Hair and Related
                                         Compositions

98-16d1      6,139,880       10/31/00    Gel Cosmetic Compositions

97-25        6,132,737       10/17/00    Method for Reducing Sunburn Cell
                                         Formation With Cosmetic
                                         Compositions Containing Ascorbic
                                         Acid

97-50        6,116,801        9/12/00    Product Dispenser & Holder

99-20        6,103,250        8/15/00    Anhydrous Compositions Containing
                                         Emulsifying Siloxane Elastomer

98-17        6,106,818        8/22/00    Method for Removing Dead Surface
                                         Cells, Dirt, Oil, and Blackheads from
                                         Skin and Related Compositions and
                                         Articles

97-41        6,086,859        7/11/00    Method for Treating Chapped Lips

96-20        6,080,390        6/27/00    Moisturizing Cosmetic Stick
                                         Compositions

96-3C        6,066,313        5/23/00    Cosmetic Compositions

97-40        6,047,710        4/11/00    Hermetic Compact Case

                                                                               7
Docket       Patent No.     Grant Date   Title
------       ----------     ----------   -----
95-35d2      6,045,782          4/4/00   Transfer Resistant Cosmetic
                                         Compositions With Semi-Matte Finish

98-23        6,042,815         3/28/00   Water and Oil Solid Cosmetic
                                         Compositions

96-15 d1     6,036,947         3/21/00   Transfer Resistant High Lustre
                                         Cosmetic Compositions

94-23 d1     6,033,650          3/7/00   Glossy Transfer Resistant Cosmetic
                                         Compositions

98-16        6,033,651          3/7/00   Gel Cosmetic Compositions


97-29        5,993,837        11/30/99   Compositions for Application to
                                         Keratinous Substrates and a Method
                                         For Strengthening Such Substrates

97-4         5,989,533        11/23/99   Hair Conditioning Compositions
                                         Containing Alpha or Beta Hydroxy
                                         Acid Esters

94-18 div 3  5,985,298        11/16/99   Cosmetic Compositions

98-21        5,970,990        10/21/99   Cosmetic Container With Applicator
                                         and Comb (jointly owned by Revlon
                                         Consumer Products Corporation and
                                         Bridgeport Metal Goods
                                         Manufacturing Corporation)

96-26        5,970,989        10/26/99   Makeup Kit

94-18 div 1  5,965,112        10/12/99   Cosmetic Compositions

95-35 div 1  5,945,092         8/31/99   Transfer Resistant Cosmetic
                                         Compositions With Semi-Matte Finish

96-11 div 1  5,925,366         7/20/99   Nail Strengthening Compositions and
                                         Method For Strengthening Nails

Docket       Patent No.     Grant Date   Title
------       ----------     ----------   -----
94-18d2      5,911,974         6/15/99   Cosmetic Compositions

94-23        5,849,275        12/15/98   Glossy Transfer Resistant Cosmetic
                                         Compositions

96-10        5,843,193         12/1/98   Hair Dye Compositions and Process

96-15        5,837,223        11/17/98   Transfer Resistant High Lustre
                                         Cosmetic Stick Compositions

97-13A       5,829,901         11/3/98   Container For Cosmetic Stick

97-13B       5,829,900         11/3/98   Container For Cosmetic Stick (jointly
                                         owned by RCPC and Monroe Adler
                                         Cochran

94-18        5,800,816          9/1/98   Cosmetic Compositions

96-11        5,785,959         7/28/98   Nail Strengthening Compositions and
                                         a Method For Strengthening Nails

95-8         5,772,988         6/30/98   Nail Enamel Compositions From
                                         Acetoacetoxy Methacrylate
                                         Copolymer

95-35         5,725,845        3/10/98   Transfer Resistant Cosmetic Stick
                                         Compositions With Semi-Matte Finish

95-5          5,611,361        3/18/97   Mascara Application System

94-21         5,607,665         3/4/97   Nail Enamel Compositions Containing
                                         Silicone Glycol Copolymers

94-14         5,599,530         2/4/97   Surface Treated Pigments

92-16         5,505,937         4/9/96   Cosmetic Compositions With
                                         Improved Transfer Resistance

Docket       Patent No.     Grant Date   Title
------       ----------     ----------   -----
94-4          5,449,519      9/12/95     Cosmetic Compositions Having
                                         Keratolytic and Anti-Acne Activity

91-3cip       5,443,855      8/22/95     Cosmetics and Pharmaceuticals
                                         Containing Extensins and Related
                                         Methods

93-6          5,407,668      4/18/95     Clear Deodorant Stick Compositions

93-8          5,391,368      2/21/95     Hair Styling Shampoos

93-2          5,389,363      2/14/95     Cosmetic Compositions For
                                         Lengthening, Coloring and Curling
                                         Eyelashes

92-15         5,374,420     12/20/94     Hair Setting Compositions

89-10         5,360,281      11/1/94     Cosmetic Pencil and Method for
                                         Making Same

92-7          5,306,489      4/26/94     Hair Care Compositions Containing
                                         N-Alkoxyalkylamides

90-30 d1      5,271,934     12/21/93     Encapsulated Antiperspirant Salts and
                                         Deodorant Antiperspirants

89-59D        5,227,155      7/13/93     Nail Enamels Containing Glyceryl,
                                         Glycol, or Citrate Esters

89-59C        5,225,185       7/6/93     Nail Enamels Containing Glyceryl,
                                         Glycol, or Citrate Esters

90-30         5,194,262      3/16/93     Encapsulated Antiperspirant Salts and
                                         Deodorant Antiperspirants

89-68         5,176,903       1/5/93     Antiperspirant/Deodorant Containing
                                         Microcapsules

89-59B        5,145,671       9/8/92     Nail Enamels Containing Glyceryl,
                                         Glycol, or Citrate Esters

Docket       Patent No.     Grant Date   Title
------       ----------     ----------   -----
89-59A       5,145,670         9/8/92    Nail Enamels Containing Glyceryl,
                                         Glycol, or Citrate Esters

85-12        5,143,722         9/1/92    Cosmetic Makeup Compositions
                                         Comprising Water-In-Oil Emulsions
                                         Containing Pigments

90-19        5,106,838        4/21/92    Cosmetic Powder Compositions

88-35        5,139,570        8/18/92    Nail Stain Remover

88-25A       5,093,110         3/3/92    Polymer Supported Cosmetic Products
                                         and Methods

86-10A       5,084,270        1/28/92    Cosmetic Compositions Containing
                                         N-alkoxyalkylamides

89-14        5,073,364       12/17/91    Pressed Powder Cosmetic Product

88-1         5,069,898        12/3/91    Hair Enrichment Composition &
                                         Method of Use

88-25B       5,066,486       11/19/91    Method For Preparing Cosmetic
                                         Products and the Products Obtained
                                         Thereby

86-12        5,066,485       11/19/91    Cosmetic Compositions Comprising
                                         Oil-In-Water Emulsion Containing
                                         Pigment

89-59        5,066,484       11/19/91    Nail Enamels Containing Glyceryl,
                                         Glycol or Citrate Esters

89-55        5,065,875       11/19/91    Composite Containers

88-33        5,063,050        11/5/91    Tabletted Powder Cosmetics

88-14        5,049,376        9/17/91    Cosmetic Powder Bar Composition
                                         and Process For Making Same

Docket       Patent No.     Grant Date   Title
------       ----------     ----------   -----
89-19        5,034,216         7/23/91   Anhydrous Cosmetic Products
                                         Containing a Particular Gel Phase

89-12        5,030,446          7/9/91   Oil and Talc Free Cosmetic Powder
                                         Composition

88-31        5,023,075         6/11/91   Microfine Cosmetic Powder
                                         Comprising Polymers, Silicone, and
                                         Lecithin

89-71        4,988,503         1/29/91   Oil-In-Water Emulsions For
                                         Foundation Makeup Compositions

88-24        4,978,524        12/18/90   Glossy Cosmetic Product and Method
                                         of Producing Same

88-25        4,938,952          7/3/90   Polymer Supported Cosmetic Products
                                         and Methods

83-24B       4,867,965         9/19/89   Fatty Acid Diesters

83-8         4,832,944         5/23/89   Nail Enamel Containing Silicone
                                         Coated Pigments

83-3B        4,578,266         3/25/86   Silicone Based Cosmetic Products
                                         Containing Pigment

83-3A        4,574,082          3/4/86   One Phase Silicone Based Cosmetic
                                         Products Containing Wax

83-24        4,567,037         1/28/86   Fatty Acid Diesters

84-4         4,526,781          7/2/85   Hair Care Compositions

99-D-16      D447,867          9/18/01   Cosmetic Bag

00-D-3       D448,121          9/18/01   Lipstick Case

99-D-6       D443,104          5/29/01   Cosmetic Pencil & Case

99-D-10      D441,199           5/1/01   Mascara Brush

99-D-2       D434,656          12/5/00   Lid for Cosmetic Container

Docket       Patent No.     Grant Date   Title
------       ----------     ----------   -----
99-D-12       D436,225       1/9/01      Cosmetic Applicator

99-D-17       D438,375       3/6/01      Cosmetic Bag

00-D-1        D434,184     11/21/00      Hair Accessory

99-D-5        D431,323      9/26/00      Cosmetic Container with Mirror

97-D-7          H1,855       8/1/00      Compact Case (Statutory Invention
                                         Registration)

95-38         D428,737       8/1/00      Cosmetic Display and Tester

99-D-3        D427,059      6/27/00      Cosmetic Container

98-D-18       D426,028      5/30/00      Mascara Container

98-D-16       D425,668      5/23/00      Mascara Container

99-D-4        D425,257      5/16/00      Cosmetic Container

98-D-15       D423,145      4/18/00      Cosmetic Container

98-D-11       D423,140      4/18/00      Pore Cleansing Strip

99-D-1        D422,215       4/4/00      Lid for Cosmetic Container

98-D-13A      D421,156      2/22/00      Cosmetic Container With Color Chip

98-D-13B      D420,767      2/18/00      Cosmetic Container With Color Chip

98-D-14B      D420,766      2/15/00      Cosmetic Container With Color Chip

98-D-17       D420,768      2/15/00      Cosmetic Container

98-D-14B      D420,466       2/8/00      Cosmetic Container With Color Chip

98-D-19A      D420,171       2/1/00      Nail Buffer With Side Panels

99-D-19B      D418,632       1/4/00      Nail Buffer With Numbered Side
                                         Panels

Docket       Patent No.     Grant Date   Title
------       ----------     ----------   -----
96-D-19       D409,800         5/11/99   Mascara Container

97-D-9        D408,591         4/20/99   Compact Case

97-D-4        D408,590         4/20/99   Compact Case

96-24         D408,592         4/20/99   Cosmetic Dispenser

98-D-10B      D405,716         2/16/99   Star Ornament

98-D-10A      D405,717         2/16/99   Star Ornament

98-12         D405,614         2/16/99   Brush For Applying Hair Products

97-D-8        D403,470         12/19/98  Compact Case

97-D-2        D398,079           9/8/98  Compact Case

97-D-5        D396,329          7/21/98  Compact Case

95-D-14       D394,131           5/5/98  Compact Case

96-D-9        D394,129           5/5/98  Nail File

96-D-4        D393,932          4/28/98  Toenail Clipper

95-D-15       D392,773          3/24/98  Compact Case

96-D-17       D392,419          3/17/98  Fingernail Clipper

96-D-5        D391,678           3/3/98  Clipper Catcher

97-D-1        D390,117           2/3/98  Combined Fragrance Container and Cap

96-D-8        D383,959          9/23/97  Scissor

95-D-18       D387,257          12/9/97  Scissor

95-D-19       D386,808         11/25/97  Tweezer

96-D-6        D386,054         11/11/97  Cuticle Nipper

Docket       Patent No.     Grant Date   Title
------       ----------     ----------   -----
96-D-3        D385,793         11/4/97   Combined Container and Cap

96-D-1        D385,195        10/21/97   Container

95-D-13       D382,669         8/19/97   Compact Case

95-D-16       D379,764         6/10/97   Container

95-D-1        D371,067         6/25/96   Perfume Bottle With Lid

              D364,006         11/7/95   Lipstick Container

93-D-4        D360,486         7/18/95   Mascara Container

94-D-2        D357,416         4/18/95   Container

92-D-3        D349,176         7/26/94   Makeup Container

91-D-1(a)     D341,257        11/16/93   Hairbrush Back and Handle Unit

              D341,255        11/16/93   Combined Nail Enamel Stem and Brush

91-D-3(b)     D339,292         9/14/93   Combined Bottle and Closure

91-D-3(a)     D339,294         9/14/93   Combined Bottle and Closure

91-D-1(b)     D337,437         7/20/93   Hairbrush Handle

91-D-1(c)     D334,844         4/20/93   Hairbrush Handle

89-D-13       D333,573          3/2/93   Nail Enamel Brush

90-D-17       D333,535         2/23/93   Cosmetic Compact

90-D-6        D331,644         12/8/92   Nail File

90-D-7        D331,643         12/8/92   Nail File

              D331,127        11/17/92   Cuticle Pushing Implement

90-D-10       D330,608        10/27/92   Cuticle Trimming and Scraping
                                         Implement

                                                                              15
Docket       Patent No.     Grant Date   Title
------       ----------     ----------   -----
90-D-8       D330,607         10/27/92   Cuticle Trimmer

             D330,598         10/27/92   Ampule

90-D-4       D328,653          8/11/92   Nail Buffer

90-D-5       D328,652          8/11/92   Nail Manicuring Implement

90-D-15      D325,340          4/14/92   Combined Bottle and Closures With
                                         Nested Vial

90-D-14      D325,341          4/14/92   Combined Bottle and Closures With
                                         Nested Ampule

90-D-22      D325,342         4/14/92    Combined Bottle and Cap With Nested
                                         Vial

89-D-1       D320,469         10/1/91    Combined Product and Transparent
                                         Container Therefor

88-D-7       D320,671         10/8/91    Cosmetic Mascara Product and
                                         Transparent Container Therefor

             D324,174         2/25/92    Combined Bottle and Closure

89-D-24      D319,180         8/20/91    Combined Bottle and Ampule

89-D-23      D319,181         8/20/91    Combined Bottle and Ampule

89-D-25      D319,182         8/20/91    Combined Bottle and Ampule

89-D-14      D318,794         8/6/91     Combined Bottle and Cap

87-D-4       D318,191         7/16/91    Test Sample Dispenser

89-D-26      D318,009         7/9/91     Combined Bottle and Closure

89-D-15      D317,863         7/2/91     Combined Bottle and Cap

87-D-2       D316,961         5/21/91    Combined Cosmetic Product and
                                         Container Therefor

                                                                              16
Docket       Patent No.     Grant Date   Title
------       ----------     ----------   -----
89-D-6       D316,667           5/7/91   Spray Dispenser

88-D-8       D314,450           2/5/91   Cosmetic Sampler Tear Tab

89-D-3       D314,447           2/5/91   Compact Case

89-D-4       D314,446           2/5/91   Compact Case

89-D-16      D314,134          1/29/91   Spray Bottle

87-D-6A      D313,746          1/15/91   Cosmetic Container

             D312,768         12/11/90   Bottle

87-D-8       D312,396         11/27/90   Combined Bottle and Cap

87-D-7       D312,570          12/4/90   Combined Bottle and Cap

88-D-1       D310,917          10/2/90   Combined Brush and Powder Dispenser

88-D-2       D310,918          10/2/90   Combined Brush and Powder Dispenser

87-D-8       D307,335          4/17/90   Cosmetic Cake

87-D-5       D307,331          4/17/90   Applicator For Cosmetic Product

89-D-5       D307,214          4/17/90   Combined Key Ring and Container

83-D-3A      D303,884         10/10/89   Display Stand

88-D-2A      D303,880         10/10/89   Combined Display and Dispenser Rack

86-D-1       D302,113          7/11/89   Combined Dispensing Container and Cap

86-D-2       D299,597          1/31/89   Combined Display and Dispenser Rack

             D294,804          3/22/88   Bottle


2.       Applications

94-18d4    09/334,844          6/16/99   Cosmetic Compositions

                                                                              17
Docket       Patent No.     Grant Date   Title
------       ----------     ----------   -----
96-3B         09/765,703       1/22/01   Cosmetic Compositions

96-9 div 1    09/768,819       1/25/01   Compositions Containing Stabilized
                                         Ascorbic Acid and Related Methods

96-14         09/277,157       3/26/99   Cosmetic Stick Compositions
                                         Containing Polyolefin Elastomers

98-19         09/086,462       5/29/98   Cosmetic Stick Compositions With
                                         Improved Application

98-22         09/768,485       1/25/01   Compositions and Methods For
                                         Coloring Hair

98-20         09/298,895       4/26/99   Color Cosmetic Compositions
                                         Containing Organic Oil and Silicone
                                         Mixture

99-10         09/332,863       6/15/99   One Step Method For Simultaneously
                                         Coloring and Highlighting Hair

99-39         09/534,436       3/24/00   Cosmetic Application and Mixing
                                         System

99-23         09/506,772       2/18/00   Dispenser For Fluid Materials

99-46         09/522,543       3/10/00   Method for Coloring Hair With
                                         Removable Hair Color

99-38         60/190,066       3/17/00   Article For Storing and Dispensing
                                         Cosmetic Product

              (09/810,136)     3/16/01

99-41         09/567,460        5/8/00   Mascara Brush, Container & Method

99-25         09/564,448        5/4/00   Cosmetic Compositions Containing
                                         Film Forming Polymers Plasticized
                                         with Esters of Malic Acid

98-25         60/202,106        5/4/00   Nail Enamel Compositions, Related
                                         Methods, and a Two

Docket       Patent No.     Grant Date   Title
------       ----------     ----------   -----
            (09/843,000)       4/26/01   Component Kit for Painting the Nails

99-40        09/571,941        5/16/00   Brush for Applying Liquid Cosmetic
                                         Products

00-25        60/212,269        6/19/00   Promelatonin

94-8         09/640,266         8/17/0   Gelled Remover Compositions

00-26        09/727,867        12/4/00   Lipstick Container

00-5         09/733,689       12/11/00   Cosmetic Applicator for Fluid
                                         Material

00-27        09/755,250         1/8/01   Method for Improving Integrity of
                                         Cosmetic Films

00-29        09/774,890         2/1/01   Silicone Based Hair Bleach

01-3         60/271,849        2/27/01   Method for Improving Properties of
                                         Transfer Resistant Lip Compositions

00-37        09/810,134        3/16/01   Cosmetic Compositions for Reducing
                                         Shiny Appearance of Oily Skin

00-38        09/852,982        5/10/01   Method and Compositions for
                                         Coloring Hair

01-2         09/860,749        5/18/01   Long Wearing Compositions for
                                         Making Eyes, Skin, and Lips

01-6         09/866,960        5/29/01   Long Wearing Emulsion
                                         Compositions for Making up Eyes and
                                         Skin

01-11        09/915,410        7/26/01   Stabilized Aqueous Acidic
                                         Antiperspirant Compositions

01-15        09/916,362        7/27/01   Long Wearing Makeup Compositions

Docket       Patent No.     Grant Date   Title
------       ----------     ----------   -----
97-30 div 1  09/907,559       5/10/01    Cosmetic Compositions Containing
                                         Cross-linkable Polymers

01-13        09/953,758       9/17/01    Anyhydrous Cosmetic Compositions
                                         Containing Mushroom Extract

00-D-2       29/120,519       3/20/00    Cosmetic Bag

EXHIBIT 4.15

COMPANY TRADEMARK SECURITY AGREEMENT

TRADEMARK SECURITY AGREEMENT, dated as of November 30, 2001, made by REVLON CONSUMER PRODUCTS CORPORATION (the "Grantor"), in favor of Wilmington Trust Company, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent") for holders of the Note Obligations.

WHEREAS, the Grantor and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), are parties to the Indenture dated as of November 26, 2001 among the Company, the guarantors identified on the signature pages thereto and Wilmington Trust Company, as Trustee (as amended, supplemented or otherwise modified from time to time, the "Indenture"), providing for the issuance of the Grantor's 12% Senior Secured Notes Due 2005 (the "Notes");

WHEREAS, the Grantor is a party to the Second Amended and Restated Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among the Grantor, the local borrowing subsidiaries party thereto, the financial institutions party thereto, JPMorgan Chase Bank ("Chase"), as administrative agent (in such capacity, the "Bank Agent"), the other agents party thereto and the arranger party thereto;

WHEREAS, (i) to secure the Bank Obligations (as defined below), the Pledgor has granted to the Administrative Agent (as defined below), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Collateral (as defined below) (the "First Pledge Lien") and (ii) to secure the Note Obligations (as defined below) the Pledgor now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein); and

WHEREAS, the Grantor has executed and delivered a Security Agreement, dated as of the date hereof, in favor of the Note Collateral Agent, for the benefit of the holders of the Note Obligations (as amended, supplemented or otherwise modified from time to time, the "Company Security Agreement").

NOW, THEREFORE, the Grantor agrees for the benefit of the holders of the Note Obligations as follows:

1. Defined Terms

(a) Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Company Security Agreement.

(b) Other Definitional Provisions. (i) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and paragraph references are to this Agreement unless otherwise specified.

(ii) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

2. Grant of Security Interest. As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Note Obligations, the Grantor hereby grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a security interest in all of the following property now owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the "Trademark Collateral"):

(a) all trademarks, service marks, trade names, trade dress or other indicia of trade origin, trademark and service mark registrations, and applications for trademark or service mark registrations and any renewals thereof, including, without limitation, each registration and application identified in Schedule 1 attached hereto and made a part hereof, and including without limitation (i) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (ii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof), and (iii) all rights corresponding thereto throughout the United States and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each such trademark, service mark, trade name, trade dress or other indicia of trade origin (the "Trademarks"); provided that, for purposes hereof, the term "Trademarks" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof;

(b) all license agreements with any other Person in connection with any of the Trademarks of the Grantor, or such other Person's trademarks, whether the Grantor is a licensor or licensee under any such license agreement, including, without limitation, the

license agreements listed on Schedule 3 to the Company Security Agreement, subject, in each case, to the terms of such license agreements, including, without limitation, terms requiring consent to the grant of a security interest (the "Trademark Licenses"); provided that, for purposes hereof, the term "Trademark Licenses" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof; and

(c) to the extent not otherwise included, all Proceeds (including, to the extent not otherwise included therein, cash) and products of any and all of the foregoing.

Notwithstanding anything to the contrary contained herein, the Trademark Collateral described herein shall constitute collateral security only for those Note Obligations with respect to which the Proceeds of such Trademark Collateral are applied pursuant to Section 4.2(b) (or, if applicable, 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Trademark Collateral only to the extent of such Note Obligations.

3. Security Agreement. This Agreement has been executed and delivered by the Grantor for the purpose of recording the security interest of the Note Collateral Agent in the Trademark Collateral with the United States Patent and Trademark Office. The security interest granted hereby has been granted as a supplement to, and not in limitation of, the security interest granted to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, under the Company Security Agreement. The Company Security Agreement (and all rights and remedies of the Note Collateral Agent and the holders of the Note Obligations thereunder) shall remain in full force and effect in accordance with its terms.

4. Release of Collateral and Termination. The Note Collateral Agent shall release the Trademark Collateral from the Lien created hereby, and this Agreement and all obligations of the Note Collateral Agent and the Grantor hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

5. Acknowledgment. The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Note Collateral Agent with respect to the security interest in the Trademark Collateral granted hereby are more fully set forth in the Company Security Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein.

6. Note Obligation Document, etc. This Agreement is a Note Obligation Document executed pursuant to the Indenture and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions of the Indenture.

7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

REVLON CONSUMER PRODUCTS CORPORATION

By:      /s/ Michael T. Sheehan
   ---------------------------------------
Title: Vice-President

         JEAN NATE (Stylized)

Reg. No.: 299,041                           Registered: 11/22/1932                               Renewed:
11/22/1992
Serial No.: 71-328446                       Filed: 06/30/1932                                    Published:
08/23/1932

         RAVEN RED

Reg. No.:   378,663                         Registered: 06/11/1940                               Renewed:
06/11/1980
Serial No.: 71-428625                       Filed: 02/16/1940                                    Published:
04/02/1940

         CHIFFON

Reg. No.:  433,443                          Registered: 10/14/1947                               Renewed:
10/14/1987
Serial No.: 71-503995                       Filed: 06/15/1946                                    Published:
07/22/1947

         JEAN NATE (Stylized)

Reg. No.: 537,288                           Registered: 02/06/1951                               Renewed:
02/06/1991
Serial No.: 71-574588                       Filed: 02/26/1949                                    Published:
09/19/1950

         AQUAMARINE

Reg. No.: 539,769                           Registered: 03/20/1951                               Renewed:
03/20/1991
Serial No.: 71-583617                       Filed: 08/17/1949                                    Published:
03/20/1951

         FIRE & ICE

Reg. No.:   576,344                         Registered: 06/23/1953                               Renewed:
06/23/1993
Serial No.: 71-630438                       Filed: 05/28/1952                                    Published:
03/17/1953

         MOON DROPS

Reg. No.:   581,938                         Registered: 11/03/1953                               Renewed:
11/03/1993
Serial No.: 71-636736                       Filed: 10/16/1952                                    Published:
07/07/1953

         LOVE-PAT

Reg. No.:   584,344                         Registered: 01/05/1954                               Renewed:
01/05/1994
Serial No.: 71-642421                       Filed: 02/18/1953                                    Published:
10/13/1953


         HOT CORAL (Block Form)

Reg. No.:   640,814                         Registered: 01/29/1957                               Renewed:
01/29/1997
Serial No.: 71-680415                       Filed: 01/24/1955                                    Published:
01/29/1957

         LOVE THAT PINK (Block Form)

Reg. No.:   640,182                         Registered: 01/15/1957                               Renewed:
01/15/1997
Serial No.: 71-685126                       Filed: 04/07/1955                                    Published:
01/15/1957

         REVLON

Reg. No.:   647,222                         Registered: 06/18/1957                               Renewed:
06/18/1997
Serial No.: 72-009892                       Filed: 06/08/1956                                    Published:
04/02/1957

         HI & DRI

Reg. No.:   659,132                         Registered: 03/04/1958                               Renewed:
03/04/1998
Serial No.: 72-003455                       Filed: 02/27/1956                                    Published:
12/17/1957

                                                                                                                  7
         TOP BRASS

Reg. No.:   670,734                         Registered: 12/02/1958                               Renewed:
12/02/1998
Serial No.: 72-003456                       Filed: 02/27/1956                                    Published:
09/16/1958

         AQUAMARINE

Reg. No.:   686,043                         Registered: 09/29/1959                               Renewed:
09/29/1979
Serial No.: 72-054560                       Filed: 06/30/1958                                    Published:
07/14/1959

         REVEAL (Stylized)

Reg. No.:   724,319                         Registered: 11/21/1961                               Renewed:
11/21/1981
Serial No.: 72-109600                       Filed: 12/05/1960                                    Published:
09/05/1961

         JEAN NATE FRICTION POUR LE BAIN (Stylized)   (BATH LOTION)

Reg. No.:   727,098                         Registered: 01/30/1962                               Renewed:
01/30/1982
Serial No.: 72-112558                       Filed: 01/26/1961                                    Published:
11/14/1961

         ETERNA 27

Reg. No.:   746,341                         Registered: 03/05/1963                               Renewed:
03/05/1983
Serial No.: 72-128295                       Filed: 09/20/1961                                    Published:
                                                                                                 12/18/1962
         PROGENITIN

Reg. No.:   756,209                         Registered: 09/03/1963                               Renewed:
09/03/1983
Serial No.: 72-128296                       Filed: 09/20/1961                                    Published:
06/18/1963

         WONDER-COVER

Reg. No.:   747,035                         Registered: 03/19/1963                               Renewed:
03/19/1983

                                                                                                                  8
Serial No.: 72-130654                       Filed: 10/25/1961                                    Published:
01/01/1963

         EMERYL

Reg. No.:   745,546                         Registered: 02/19/1963                               Renewed:
02/19/1983
Serial No.: 72-134567                       Filed: 12/22/1961                                    Published:
12/04/1962

         BLUSH-ON

Reg. No.:   759,832                         Registered: 11/05/1963                               Renewed:
11/05/1983
Serial No.: 72-149772                       Filed: 07/25/1962                                    Published:
11/05/1963

         PERFECTWEEZE

Reg. No.:   772,430                         Registered: 06/30/1964                               Renewed:
06/30/1984
Serial No.: 72-169389                       Filed: 05/21/1963                                    Published:
04/14/1964

         FABULASH

Reg. No.:   768,501                         Registered: 04/21/1964                               Renewed:
04/21/1984
Serial No.: 72-171573                       Filed: 06/21/1963                                    Published:
02/04/1964

         JEAN NATE (Stylized)

Reg. No.:   786,930                         Registered: 03/16/1965                               Renewed:
03/16/1985
Serial No.: 72-180113                       Filed: 10/30/1963                                    Published:
12/29/1964

         Miscellaneous Design (Cupid in Oval)

Reg. No.:   798,164                         Registered: 10/26/1965                               Renewed:
10/26/1985
Serial No.: 72-181411                       Filed: 11/18/1963                                    Published:
08/10/1965

                                                                                                                  9
         FLEX

Reg. No.:   787,922                         Registered: 04/06/1965                               Renewed:
04/06/1985
Serial No.: 72-195714                       Filed: 06/15/1964                                    Published:
01/19/1965

         COLORSILK

Reg. No.:   802,848                         Registered: 01/25/1966                               Renewed:
01/25/1986
Serial No.: 72-211382                       Filed: 02/04/1965                                    Published:
11/09/1965

         DEEP MIST

Reg. No.:   878,845                         Registered: 10/14/1969                               Renewed:
10/14/1989
Serial No.: 72-284738                       Filed: 11/13/1967                                    Published:
06/10/1969

         BUFFETTE

Reg. No.:   901,954                         Registered: 11/03/1970                               Renewed:
11/03/1990
Serial No.: 72-327410                       Filed: 05/15/1969                                    Published:
11/03/1970

         GOLDILOCK

Reg. No.:   897,426                         Registered: 08/25/1970                               Renewed:
08/25/1990
Serial No.: 72-327411                       Filed: 05/15/1969                                    Published:
06/09/1970

         MOON DROPS

Reg. No.:   945,360                         Registered: 10/17/1972                               Renewed:
10/17/1992
Serial No.: 72-382301                       Filed: 01/28/1971                                    Published:
08/01/1972

                                                                                                                 10
         ALMAY

Reg. No.:   980,494                         Registered: 03/12/1974                               Renewed:
03/12/1994
Serial No.: 72-437396                       Filed: 10/03/1972                                    Published:
12/18/1973

         MITCHUM (Stylized)

Reg. No.:   1,022,316                       Registered: 10/07/1975                               Renewed:
10/07/1995
Serial No.: 72-441858                       Filed: 11/21/1972                                    Published:
07/15/1975

         CHARLIE and Design

Reg. No.:   981,697                         Registered: 04/02/1974                               Renewed:
04/02/1994
Serial No.: 72-446923                       Filed: 01/26/1973                                    Published:
08/14/1973

         FIRMA NAIL

Reg. No.:   975,253                         Registered: 12/18/1973                               Renewed:
12/18/1993
Serial No.: 72-460257                       Filed: 06/14/1973                                    Published:
12/18/1973

         CHARLIE and Design

Reg. No.:   1,001,330                       Registered: 01/07/1975                               Renewed:
01/07/1995
Serial No.: 72-463261                       Filed: 07/18/1973                                    Published:
10/15/1974

         JONTUE (Stylized)

Reg. No.:   1,043,237                       Registered: 07/13/1976                               Renewed:
07/13/96
Serial No.: 73-059354                       Filed: 08/01/1975                                    Published:
04/20/1976

                                                                                                                 11
         FABU-NAIL

Reg. No.:   1,046,629                       Registered: 08/24/1976                               Renewed:
08/24/1996
Serial No.: 73-076222                       Filed: 02/04/1976                                    Published:
06/01/1976

         Miscellaneous Design (Curl Design in Square)

Reg. No.:   1,277,657                       Registered: 05/15/1984
Serial No.: 73-174577                       Filed: 06/15/1978                                    Published:
04/21/1981

         FLEX

Reg. No.:   1,140,186                       Registered: 10/07/1980
Serial No.: 73-218898                       Filed: 06/08/1979                                    Published:
04/22/1980

         REVLON (Stylized)

Reg. No.:   1,152,080                       Registered: 04/28/1981
Serial No.: 73-233170                       Filed: 09/28/1979                                    Published:
02/03/1981

         ENJOLI

Reg. No.:   1,189,694                       Registered: 02/16/1982
Serial No.: 73-275722                       Filed: 08/26/1980                                    Published:
11/24/1981

         ETERNAGEN

Reg. No.:   1,220,498                       Registered: 12/21/1982
Serial No.: 73-290654                       Filed: 12/22/1980                                    Published:
06/15/1982

         PROLON

Reg. No.:   1,221,371                       Registered: 12/28/1982
Serial No.: 73-309498                       Filed: 05/11/1981                                    Published:
10/05/1982

                                                                                                                 12
         SKINLIGHT

Reg. No.:   1,250,823                       Registered: 09/13/1983
Serial No.: 73-312014                       Filed: 05/26/1981                                    Published:
06/21/1983

         EUROPEAN COLLAGEN COMPLEX

Reg. No.:   1,267,550                       Registered: 02/21/1984
Serial No.: 73-321928                       Filed: 08/03/1981                                    Published:
11/08/1983

         WONDER STICK

Reg. No.:   1,211,326                       Registered: 10/05/1982
Serial No.: 73-332918                       Filed: 10/16/1981                                    Published:
07/13/1982

         PURE RADIANCE

Reg. No.:   1,240,788                       Registered: 06/07/1983
Serial No.: 73-338583                       Filed: 11/23/1981                                    Published:
11/02/1982

         COLORPLUS

Reg. No.:   1,255,750                       Registered: 11/01/1983
Serial No.: 73-380181                       Filed: 08/16/1982                                    Published:
08/09/1983

         SUPER SHAPER

Reg. No.:   1,300,213                       Registered: 10/16/1984
Serial No.: 73-385053                       Filed: 09/13/1982                                    Published:
08/07/1984

         CUSTOM EYES

Reg. No.:   1,357,493                       Registered: 09/03/1985
Serial No.: 73-415595                       Filed: 05/03/1983                                    Published:
06/25/1985

                                                                                                                 13
         LUMINESQUE

Reg. No.:   1,542,156                       Registered: 06/06/1989
Serial No.: 73-467236                       Filed: 02/24/1984                                    Published:
03/14/1989

         SUPERSHAPERS

Reg. No.:   1,320,292                       Registered: 02/19/1985
Serial No.: 73-470116                       Filed: 03/14/1984                                    Published:
12/11/1984

         KEEP BLUSHING

Reg. No.:   1,320,293                       Registered: 02/19/1985
Serial No.: 73-470118                       Filed: 03/14/1984                                    Published:
12/11/1984

         NIP 'N FOLD

Reg. No.:   1,366,360                       Registered: 10/22/1985
Serial No.: 73-470119                       Filed: 03/14/1984                                    Published:
08/13/1985

         ACTION-LASH

Reg. No.: 1,320,295                         Registered: 02/19/1985
Serial No.: 73-470217                       Filed: 03/14/1984                                    Published:
12/11/1984

         ACCU-TWEEZE

Reg. No.:   1,331,738                       Registered: 04/23/1985
Serial No.: 73-478235                       Filed: 05/01/1984                                    Published:
02/12/1985

         NAIL SUPPORT

Reg. No.:   1,369,724                       Registered: 11/12/1985
Serial No.: 73-498749                       Filed: 09/10/1984                                    Published:
09/03/1985

                                                                                                                 14
         ELIMINA

Reg. No.:   1,341,927                       Registered: 06/18/1985
Serial No.: 73-504859                       Filed: 10/22/1984                                    Published:
04/09/1985

         COLOR MEMORY

Reg. No.:   1,364,018                       Registered: 10/08/1985
Serial No.: 73-524053                       Filed: 02/25/1985                                    Published:
07/30/1985

         SUPER LUSTROUS

Reg. No.:   1,417,120                       Registered: 11/18/1986
Serial No.: 73-554654                       Filed: 08/21/1985                                    Published:
08/26/1986

         PROTECTIVES

Reg. No.:   1,446,950                       Registered: 07/07/1987
Serial No.: 73-567315                       Filed: 11/07/1985                                    Published:
07/07/1987

         AQUAMARINE

Reg. No.:   1,477,290                       Registered: 02/23/1988
Serial No.: 73-602121                       Filed: 05/23/1986                                    Published:
12/01/1987

         CDC

Reg. No.:   1,467,888                       Registered: 12/08/1987
Serial No.: 73-627767                       Filed: 10/30/1986                                    Published:
09/15/1987

         NEAT-TOUCH

Reg. No.:   1,510,621                       Registered: 11/01/1988
Serial No.: 73-717886                       Filed: 03/21/1988                                    Published:
08/09/1988

                                                                                                                 15
         TROUBLE

Reg.No.:  1,518,620                         Registered:01/03/1989ss.8&15                         ss.8&15 Accepted
Serial No.: 73-730108                       Filed: 05/23/1988                                    Published:
10/11/1988


         LADY MITCHUM (Stylized)

Reg. No.:   1,582,152                       Registered: 02/13/1990                               ss.8&15:
ACCEPTED
Serial No.: 73-783384                       Filed: 02/27/1989                                    Published:
11/21/1989

         Miscellaneous Design (FLEX "D" Bottle)

Reg. No.:   1,608,590                       Registered: 07/31/1990                               ss.8&15:
ACCEPTED
Serial No.: 73-795105                            Filed: 04/24/1989                               Published:
                                                        07/31/1990

         REVLON

Reg. No.:   1,625,545                       Registered: 12/04/1990                               ss.8 & 15 Filed

Serial No.: 74-019465                       Filed: 01/16/1990                                    Published:
09/11/1990

         QUICK THICK

Reg. No.:   1,709,086                       Registered: 08/18/1992                               ss.8 & 15 Filed
Serial No.: 74-061067                            Filed: 05/21/1990                               Published:
                                                        07/16/1991

         LONG DISTANCE

Reg. No.:   1,692,305                       Registered: 06/09/1992                               ss.8 & 15 Filed
Serial No.: 74-061072                       Filed: 05/21/1990                                    Published:
12/18/1990

         CHARLIE

Reg. No.:   1,638,832                       Registered: 03/26/1991                               ss.8&15 Filed
Serial No.: 74-063383                       Filed: 05/29/1990                                    Published:
01/01/1991

                                                                                                                 16
         REVLON

Reg. No.:   1,660,540                       Registered: 10/15/1991
Serial No.: 74-100878                       Filed: 09/27/1990                                    Published:
07/23/1991

         WONDER-BUFF

Reg. No.:   1,674,816                       Registered: 02/11/1992                               ss.8 & 15 Filed
Serial No.: 74-127215                       Filed: 12/31/1990                                    First Use:
05/00/1987

         ULTRA BLONDES

Reg. No.:   1,756,002                       Registered: 03/02/1993                               ss.8 & 15 Filed
Serial No.: 74-134135                       Filed: 01/28/1991                                    Published:
10/29/1991

         JUST ENOUGH

Reg. No.:   1,722,894                       Registered: 10/06/1992                               ss. 8 & 15 Filed
Serial No.: 74-137136                       Filed: 02/07/1991                                    First Use:
03/29/1991

         EASY EYES

Reg. No.:   1,722,895                       Registered: 10/06/1992                               ss. 8 & 15 Filed
Serial No.: 74-143059                       Filed: 02/28/1991                                    First Use:
07/31/1991

         PROBLEM SOLUTION

Reg. No.:   1,709,123                       Registered: 08/18/1992                               ss. 8 & 15 Filed
Serial No.: 74-157357                            Filed: 04/15/1991                               First Use:
                                                        11/18/1991

         SUPER SPORT

Reg. No.:   1,707,687                       Registered: 08/18/1992                               ss.8 & 15 Filed
Serial No.: 74-200040                       Filed: 09/03/1991                                    Published:
05/26/1992

                                                                                                                 17
         FLEX & GO (Stylized)

Reg. No.:   1,681,583                       Registered: 03/31/1992
Serial No.: 74-800303                       Filed: 05/11/1990                                    Published:
03/05/1991

         UNFORGETTABLE

Reg. No.:   1,822,047                       Registered: 02/15/1994
Serial No.: 74-245633                       Filed: 02/12/1992                                    Published:
07/14/1992

         REVLON

Reg. No.:   1,886,476                       Registered:03/28/1995
Serial No.: 74-265102                       Filed: 04/13/1992                                    Published:
05/04/1993

         COLOR PROTECTIVE

Reg. No.:   1,802,521                       Registered: 11/02/1993                               Not. of All.:
01/12/1993
Serial No.: 74-276433                       Filed: 05/18/1992                                    Published:
10/20/1992

         OUTRAGEOUS

Reg. No.:   2,068,182                       Registered: 06/10/1997                               First Use:
12/31/1991
Serial No.: 74-276809                            Filed: 05/18/1992
                                                 Published:  03/18/1997

         COLOR STYLE

Reg. No. 2,027,328                          Registered: 12/31/1996                               First Use:
07/29/1992
Serial No.: 74-293608                       Filed: 07/13/1992                                    Published:
11/30/1993
                                                                                        Not. of All.: 05/07/1996

         CHARLIE

Reg. No. 2,027,329                          Registered: 12/31/1996                               First Use:
12/31/1995
Serial No.: 74-293614                            Filed: 07/13/1992                               Published:
08/24/1993

                                                                                                                 18
         PERFECT DEFINITION

Reg. No.:   1,820,384                       Registered: 02/08/1994
Serial No.: 74-311924                       Filed: 09/08/1992                                    Published:
04/27/1993

         JETLINER

Reg. No.:   1,866,167                       Registered: 12/06/1994
Serial No.: 74-319430                       Filed: 10/02/1992                                    Published:
11/02/1993

         REVLON

Reg. No.:   1,856,240                       Registered: 09/27/1994
Serial No.: 74-324209                       Filed: 10/21/1992                                    Published:
07/13/1993

         SENSITIVE CARE

Reg. No.:  1,987,401                        Registered:  07/16/1996                              First Use:
07/13/1993
Serial No.: 74-364999                       Filed: 03/05/1993                                    Published:
08/16/1994
                                                                                        Not. of All.: 08/01/1995

         OUTRAGEOUS

Reg. No.: 2,066,082                         Registered: 06/03/1997                               Published:
03/11/1997
Serial No.: 74-415749                       Filed: 07/23/1993

         SPEED BUFF

Reg. No.: 1,872,257                         Registered: 01/10/95
Serial No.: 74-418440                       Filed: 07/27/1993                                    Published:
10/18/1994

         LENGTHWISE

Reg. No.: 1,870,291                         Registered: 12/27/199
Serial No.: 74-418441                       Filed: 07/27/1993                                    Published:
02/15/1994

                                                                                                                 19
         MOISTURE TINT

Reg. No.:   1,850,505                       Registered: 08/23/1994
Serial No.: 74-439025                       Filed: 09/23/1993                                    Published:
05/31/1994

         TIMELINER

Reg. No. 1,869,182                          Registered: 12/27/1994
Serial No.: 74-452078                       Filed: 10/26/1993                                    Published:
10/04/1994

         TIME-OFF

Reg. No.    1,904,881                       Registered 07/11/1995
Serial No.: 74-454051                       Filed: 11/03/1993                                    Published:
07/26/1994


         COLORSTAY

Reg. No.:  1,912,134                        Registered:08/15/1995
Serial No.: 74-456292                       Filed: 11/03/1993                                    Published:
09/06/1994

         TERRIFICALLY THICK

Reg. No. 1,904,883                          Registered: 07/11/1995                               Published:
Serial No.: 74-462551                       Filed: 11/24/1993
Published: 08/23/1994

         FLEX LIGHT & FREE

Reg. No. 1,912,138                          Registered: 08/15/1995
Serial No.: 74-466621                       Filed: 12/02/1993                                    Published:
09/13/1994

         NATURALLY GLAMOROUS

Reg. No.: 1,873,519                         Registered: 01/17/95
Serial No.: 74-466951                       Filed: 12/01/1993                                    Published:
10/25/1994

                                                                                                                 20
         ALL POINTS

Reg. No.:  1,932,216                        Registered:  10/31/1995
Serial No.: 74-479306                       Filed: 01/13/1994                                    Published:
11/15/1994

         EASY TO WEAR

Reg. No.:   1,850,182                       Registered: 08/16/1994
Serial No.: 74-801659                       Filed: 03/30/1992                                    Published:
03/23/1993

         FLEX LIGHT & FREE

Reg. No.:   1,863,442                       Registered: 11/22/1994
Serial No.: 74-486762                       Filed: 02/04/1994                                    Published:
08/30/1994

         LASHFULL CURVACEOUS

Reg. No.:  1,941,659                        Registered:  12/12/1995
Serial No.: 74-495780                       Filed: 03/01/1994                                    Published:
03/07/1995

         ALMAY

Reg. No.:  1,937,529                        Registered:  11/21/1995
Serial No.: 74-526165                       Filed: 05/18/1994                                    Published:
03/07/1995

         AMAZING LASH

Reg. No.: 1,974,202                         Registered: 05/14/1996                               Not. of All.:
08/22/1995
Serial No.: 74-530238                       Filed: 05/27/1994                                    Published:
05/30/1995

         COLOR LOCK

Reg. No. 1,911,006                          Registered:08/15/1995                                First Use:
02/1990
Serial No.: 74-557977                       Filed: 08/08/1994                                    Published:
05/23/1995

                                                                                                                 21
         DEMI-SHEER

Reg. No.: 1,967,403                         Registered: 04/09/96                                 Not. of All.:
08/08/1995
Serial No.: 74-559244                       Filed: 08/10/1994                                    Published:
05/16/95

         LIGHTZONES

Reg. No. 2,027,524                          Registered: 12/31/1996                               First Use:
04/03/1996
Serial No.: 74-562970                            Filed: 08/19/1994                               Published:
10/17/1995
                                                                                        Not. of All.: 03/19/1996

         I-LINER

Reg. No. 1,970,653                          Registered: 04/23/1996                               First Use:
11/29/1997
Serial No. 74-573285                             Filed: 09/14/1994                               Published:
04/23/1996

         DOUBLE TWIST

Reg. No. 1,914,460                          Registered: 08/29/1995                               First Use: 1989
Serial No. 74-574672                        Filed: 09/16/1994                                    Published:
06/06/1995

         SMOOTH TAKE-OFF

Reg. No. 1,973,474                          Registered: 05/07/1996                               First Use:
03/15/1995
Serial No. 74-583194                        Filed: 10/07/1994                                    Published:
06/20/1995
                                                                                        Not. of All.: 09/19/1995

         COLORSTAY

Reg. No. 1,987,641                          Registered:  07/16/1996                              First Use:
02/1996
Serial No. 74-588368                        Filed: 10/07/1994                                    Published:
06/13/1995
                                                                                        Not. of All.: 09/05/1995

                                                                                                                 22
         TOP SPEED & Design

Reg. No. 1,925,005                          Registered: 10/10/1995                               First Use:
09/00/1992
Serial No. 74-594320                        Filed: 10/12/1994                                    Published:
                                                   07/18/1995

         REVLON

Reg. No.: 2,091,640                         Registered: 08/26/1997                               First Use:
10/14/1996
Serial No.: 74-586399                       Filed: 10/17/1994                                    Published:
07/11/1995
                                                                                        Not. of All.: 10/03/1995

         REVLON THE WORLD'S LEADING COLOR AUTHORITY

Reg. No. 1,983,525                          Registered: 07/02/1996                               First Use:
12/31/1982
Serial No. 74-603224                        Filed: 10/24/1994                                    Published:
04/09/1996

         CHARLIE WHITE

Reg. No.: 1,984,728                         Registered:  07/02/1996                              First Use:
05/02/1995
Serial No. 74-611508                        Filed: 12/15/1994                                    Published:
07/07/1996
                                                                                        Not. of All.: 10/31/1995
         COLORSTAY

Reg. No.: 2,103,818                         Registered:  10/07/1997                              First Use:
05/02/1995
Serial No. 74-636315                        Filed: 02/21/1995


         EASY TO WEAR

Reg. No.: 2,024,588                         Registered 12/17/1996                                First Use:
07/31/1992
Serial No.: 74-663969                       Filed: 04/20/1995                                    Published:
11/21/1995
                                                                                        Not. of All.: 02/13/1996

                                                                                                                 23
         FIRE & ICE AND FLAME DESIGN

Reg. No. 1,959,096                          Registered: 02/27/1996                      First Use: 08/01/1994
Serial No.: 74-675488                       Filed: 05/17/1995                           Published: 12/05/1995

         CLEAN NATE ... CLEAN NEVER FELT SO FRESH

Reg. No. 2039534                            Registered: 02/18/1997                      Div of Ser. No. 74-680824
Serial No. 75-975620                        Filed: 05/26/1995

         THE SENSITIVE WAY TO SUNCARE

Reg. No.:   2,077,948                       Registered: 07/08/1997                      First Use: 03/29/1996
Serial No.: 74-692269                            Filed: 06/19/1995                      Published: 01/09/1996
                                                                                Not. of All.: 04/02/1996

         LASTING

Reg. No.: 2,070,894                         Registered: 06/10/1997                      First Use: 09/25/1995
Part. Serial No.: 75-976046                 Filed: 07/12/1995                           Published: 04/02/1996
                                                                                Not. of All.: 06/25/1996

         AMAZING I-LINER

Reg. No. 2,014,606                          Registered: 11/05/1996                      First Use: 12/24/1995
Serial No.: 74-702346                       Filed: 07/17/1995


         AMAZING LASTING

Reg. No. 2,031,168                          Registered: 01/14/1997                      First Use: 12/24/1995
Serial No.: 74-702347                       Filed: 07/17/1995                           Published: 03/19/1996
                                                                                Not. of All.: 06/11/1996

         REVLON LASTING

Reg. No.: 2,068,080                         Registered: 06/03/1997                      First Use: 09/25/1995
Part. Serial No.: 75-976028                 Filed: 07/21/1995                           Published: 03/19/1996
                                                                                Not. of All.: 06/11/1996

                                                                                                                 24
         OIL CHECK

Reg. No.:  2,064,029                        Registered: 05/20/1997                      First Use: 12/22/1995
Serial No.: 74-736649                       Filed:09/11/1995                            Published: 05/21/1996
                                                                                Not. of All.: 08/13/1996

         FIRE & ICE

Reg. No.: 1,920,660                         Registered: 09/19/1995                      First Use:  08/11/1994
Serial No.: 74-802561                       Filed: 11/24/1993                           Published:  10/25/1994

         COLOR LOCK

Reg. No. 2,035,298                          Registered: 02/04/1997                      First Use: 01/01/1995
Serial No. 75-034140                        Filed: 12/18/1995                           Published: 11/12/1996


         CERTAINLY RED

Reg. No. 2,035,577                          Registered: 02/04/1997                      First Use: 07/16/1946
Serial No.: 75-068564                       Filed: 03/06/1996                           Published: 11/12/1996

         REVLON

Reg. No. 2,022,195                          Registered: 12/10/1996                      First Use:  01/04/1996
Serial No. 75-052716                        Filed: 02/02/96                             Published: 09/17/1996


         REVLON

Reg. No. 2,025,709                          Registered: 12/24/1996                      First Use:  11/13/1993
Serial No. 75-061876                        Filed: 02/20/96                             Published:  10/01/1996

         TOUCHSTONE

Reg. No.: 2,135,239                         Registered: 02/10/1998                      First Use: 10/31/1993
Serial No.: 75-067179                       Filed: 03/04/1996                           Published: 11/18/1997


         PINK FOIL

Reg. No. 2,035,704                          Registered: 02/04/1997                      First Use: 12/13/1966
Serial No.: 75-076838                       Filed: 03/22/96                             Published: 11/12/1996

                                                                                                                 25
         REVLON

Reg. No.: 2,100,320                         Registered: 09/23/1997
Serial No.: 75-092558                       Filed: 04/22/1996                           Published: 02/18/1997
                                                                                        Not. of All.: 05/13/1997

         STREETWEAR

Reg. No.: 2,111,351                         Registered: 11/04/1997                      First Use: 06/05/1996
Serial No.: 75-098984                       Filed: 05/06/96                             Published: 12/10/1996
                                                                                        Not. of All.: 03/04/1997

         MISCELLANEOUS DESIGN (FLEX Bottle Design)

Reg. No.: 2,110,475                         Registered: 11/04/1997                      First Use: 02/08/1989
Serial No.: 75-110932                       Filed: 05/28/1996                           Published: 08/12/1997

         WONDER WEAR

Reg. No. 2,043,870                          Registered: 03/11/1997                      First Use: 01/01/1969
Serial No.: 75-119360                       Filed: 06/14/1996                           Published: 12/17/1996

         NEW COMPLEXION

Reg. No.: 2,111,393                         Registered: 11/04/1997                      First Use: 05/27/1987
Serial No.: 75-118682                       Filed: 06/13/96                             Published: 12/27/1996
                                                                                        Not. of All.: 04/22/1997

         SUPER LUSTROUS

Reg. No.: 2,240,977                         Registered: 04/20/1999                      Not. of All.: 10/07/1997
Serial No.: 75-122722                       Filed: 06/20/96                             Published: 07/15/1997

         WETPROOF

Reg. No. 2,057,482                          Registered: 04/29/1997                      First Use: 11/30/1990
Serial No.: 75-125705                       Filed: 06/26/1996                           Published: 02/04/1997

         COLORSTAY

Reg. No. 2,102,325                          Registered: 09/30/1997                      First Use: 06/28/1997
Serial No.: 75-127605                       Filed:  07/01/1996                          Published: 02/18/1997

                                                                                                                 26

         COLOR MEMORY

Reg. No. 2,057,494                          Registered: 04/29/1997
Serial No.: 75-127600                       Filed:  07/01/1996                          Published: 02/04/1997

         OUTRAGEOUS

Reg. No. 2,067,224                          Registered: 06/03/1997                      First Use: 01/17/1985
Serial No.: 75-133773                       Filed: 07/15/1996                           Published: 03/11/1997

         SOFTSTROKE

Reg. No.:  2,207,922                        Registered:  12/08/1998                     First Use: 02/01/1993
Serial No.:  75-144008                      Filed:  08/02/96                            Published: 09/15/1998


         WONDERWEAR

Reg. No. 2,081,654                          Registered: 07/22/1997                      First Use: 06/07/1995
Serial No.:  75-161543                      Filed:  09/06/1996                          Published: 04/29/1997

         REVLON NAIL BUILDERS

Reg. No.: 2,164,631                         Registered: 06/09/1998                      First Use: 02/01/1997
Serial No. 75-173977                        Filed: 09/30/1996                           Published: 05/13/1997
                                                                                        Not. of All.: 08/05/1997

         REVLON NAIL ENHANCERS

Reg. No. 2,186,535                          Registered: 09/01/1998                      First Use: 02/26/1998
Serial No. 75-174470                        Filed: 09/30/1996                           Published: 05/20/1997
                                                                                        Not. of All.: 08/12/1997

         FIRE & ICE COOL and Flame Design

Reg. No. 2,213,332                          Registered: 12/22/1998                      Published: 07/08/1997
Serial No. 75-202797                        Filed: 11/21/1996                           Not. of All.: 09/30/1997


         REVLON NAIL ENHANCERS

Reg. No. 2,175,769                          Registered: 7/21/98                         First Use: 05/06/1997
Serial No. 75,977,248                       Files: 09/30/96                             Not. of All.: 08/12/1997

                                                                                                                 27
         REVLON RESPONSE

Reg. No. 2,211,663                          Registered: 12/15/1998                      First Use: 05/19/1997
Serial No. 75-229552                        Filed: 01/23/1997                           Published: 11/04/1997
                                                                                        Not. of All.: 01/27/1998

         GOLD RUSH

Reg. No.: 2,237,355                         Registered: 04/06/1999
Serial No. 75-229551                        Filed: 01/23/1997                           Not. of All.: 05/12/1998
                                                                                        Published: 02/17/1998

         JEAN NATE (ACCENT OVER E STYLIZED)

Reg. No.: 2,150,713                         Registered: 04/14/1998                      First Use: 02/11/1997
Serial No. 75-263320                        Filed: 03/06/1997                           Published: 01/20/1998

         CHARLIE RED

Reg. No.: 2,167,732                         Registered: 06/23/1998                      First Use: 09/01/1994
Serial No.: 75-335477                       Filed: 08/04/1997                           Published: 03/31/1998

         JEAN NATE (ACCENT OVER E)

Reg. No.: 2,165,977                         Registered: 06/16/1998                      First Use: 12/31/1965
Serial No.: 75-337806                       Filed: 08/08/1997                           Published: 03/24/1998

         JEAN NATE (ACCENT OVER E STYLIZED)

Reg. No.: 2,164,157                         Registered: 06/09/1998                      First Use: 12/31/1965
Serial No.: 75-337805                       Filed: 08/08/1997                           Published: 03/17/1998

         LINE & SHINE

Reg. No.: 2,266,330                         Registered: 09/03/1999                      First Use: 03/24/1997
Serial No.: 75-380844                       Filed: 10/28/1997                           Published: 05/11/1999

         REVLON

Reg. No.: 1,978,991                         Registered: 06/04/1996                      First Use: 04/21/1995
Serial No.: 75-975122                       Filed: 07/20/1992                           Div. of Ser. No. 74-
295342

                                                                                                                 28
         STREET WEAR (STYLIZED)

Reg. No.: 2,143,619                         Registered: 03/10/1998                      First Use: 06/05/1996
Serial No.: 75-976822                       Filed: 05/31/1996                           Div. of Ser. No. 75-
112495

         LIP DEFENSE

Reg. No.: 1,847,537                         Registered: 08/02/1994                      Published: 05/10/1994
Serial No.: 74-411019                       Filed: 07/12/1993


         CHARLIE SUNSHINE

Reg. No.: 2,168,661                         Registered: 06/23/1998                      First Use: 12/28/1996
Serial No.: 75-977295                       Filed: 10/15/1996                           Published: 05/27/1997
                                                                                        Not. of All.: 08/19/97

         REVLON MOISTURESTAY

Reg. No. 2,188,597                          Registered: 09/08/1998                      First Use: 12/23/1997
Serial No.: 75-977554                       Filed: 02/25/1997                           Published: 01/27/1998

         VIXEN

Reg. No.: 2,185,166                         Registered: 08/25/1998                      First Use: 04/21/1995
Serial No.: 75-977487                       Filed: 06/13/1996                           Div. of Serial No.: 75-
118681

         NATE NATURALS (ACCENT OVER' E)

Reg. No.: 2,278,496                         Registered: 09/14/1999                      First Use: 06/30/1998
Serial No.: 75-435990                       Filed: 02/18/1998                           Published: 09/22/1998

         JONTUE MOONLIGHT

Reg. No.: 2,174,036                         Registered: 07/14/1998                      First Use: 12/27/1995
Serial No.: 75-977294                       Filed: 06/16/1995                           Div. of Serial No.: 74-
689933
                                                                                        Not. of All.: 09/02/97

Published: 11/10/1999

                                                                                                                 29
         EYE OPENER

Reg. No.: 2,256,951                         Registered: 06/29/99
Serial No.: 75-461152                       Filed: 04/02/1998                           First Use: 09/27/1995

         LOVE PAT

Reg. No.: 2,246,209                         Registered: 05/18/99
Serial No.: 75-507388                       Filed: 06/23/1998                           First Use: 12/31/1959

         SHE

Reg. No.: 2,185,153                         Registered: 08/25/1998                      Div. of Serial No.: 75-
129904
Serial No.: 75-977260                       Filed: 07/03/1996                           First Use: 07/31/1997

         ALMAY STAY SMOOTH

Reg. No.: 2,224,449                         Registered: 02/16/99                        Published: 11/24/98
Serial No.: 75-977586                       Filed: 11/13/1997                           Div. of Serial No.: 75-
389294

         STREETWEAR

Reg. No.: 2,267,443                         Registered: 08/03/1999                      Published: 05/11/1999
Serial No.: 75-978023                       Filed: 09/30/1998                           First Use: 05/08/1998

         STREET WEAR (Stylized)

Reg. No.: 2,269,258                         Registered: 08/10/1999                      First Use: 05/08/98
Serial No.: 75-585190                       Filed: 11/06/1998                           Published:  05/18/1999

         10 BEAUTIFUL HOURS
         OF FRAGRANCE IN EVERY
         DROP

Reg. No. 2,074,568                          Registered: 06/24/97
Serial No. 75-975889                        Filed: 04/26/95

         ALMAY STAY SMOOTH

Reg. No. 2,393,472                          Registered: 10/10/00
Serial No. 75-829759                        Filed: 10/22/99

                                                                                                                 30
         ANTI-CHAP LIPCOLOR

Reg. No. 2,354,240                          Registered: 05/30/00
Serial No. 75-724491                        Filed: 06/09/99

         CHARLIE (FANCIFUL DESIGN) CARTON

Reg. No. 1,397,302                          Registered: 06/17/86
Serial No. 73-557948                        Filed: 09/12/85

         CHARLIE (FANCIFUL)

Reg. No.: 1,389,634                         Registered: 4/15/86
Serial No.: 73/557939                       Filed: 9/12/85

         CHERISH

Reg. No.: 2,410,909                         Registered: 12/5/00
Serial No.: 74/714558                       Filed: 8/11/95

         COLOR BASICS LIPSTICK

Reg. No.: 2,394,728                         Registered: 10/17/00
Serial No.: 75/560340                       Filed: 9/25/98


         COLORSTAY LIPSHINE

Reg. No.: 2,449,970                         Registered: 5/8/01
Serial No.: 75/738592                       Filed: 6/28/99

         COLORSTAY NATURALS

Reg. No.: 2,454,187                         Registered: 5/22/01
Serial No.: 75/980039                       Filed: 6/23/98

         COOL DRY

Reg. No.: 2,472,093                         Registered: 7/24/01
Serial No.: 75/651579                       Filed: 3/3/99

         EVERY LAST LASH

Reg. No.: 2,131,365                         Registered: 1/20/98
Serial No.: 75/180275                       Filed: 10/11/96

                                                                                                                 31
         EVERYLASH

Reg. No.: 2,412,922                         Registered: 12/12/00
Serial No.: 75/560338                       Filed: 9/25/98

         FROST&GLOW

Reg. No.: 1,749,747                         Registered: 2/2/93
Serial No.: 74/264772                       Filed: 4/13/92

         LINE & MATTE

Reg. No.: 2,439,780                         Registered: 4/3/01
Serial No.: 75/432931                       Filed: 2/12/98

         MIDNIGHT MARBLE

Reg. No.: 2,461,855                         Registered: 6/19/01
Serial No.: 76/090779                       Filed: 7/18/00

         MITCHUM

Reg. No.: 1,427,105                         Registered: 2/3/87
Serial No.: 73-599006                       Filed: 5/15/86

         NIGHT NOURISHER

Reg. No.: 1,410,050                         Registered: 9/23/86
Serial No.:  73-553674                      Filed: 8/15/85

         PERFECT FINISH

Reg. No.: 2,211,498                         Registered: 12/15/98
Serial No.: 75/141107                       Filed: 7/29/96

         REVLON EVERYLASH MASCARA

Reg. No.: 2,372,886                         Registered: 8/11/00
Serial No.: 75/798581                       Filed: 9/13/99

         SCOUNDREL

Reg. No.: 1,194,587                         Registered: 5/4/82
Serial No.:  73-251652                      Filed: 2/26/80

                                                                                                                 32
         SCOUNDREL

Reg. No.: 1,197,611                         Registered: 6/15/82
Serial No.: 73-256491                       Filed: 4/2/80

         SCOUNDREL

Reg. No.: 1,229,151                         Registered: 3/8/83
Serial No.: 73-332,437                      Filed: 10/13/81

         SCOUNDREL (SCRIPT)

Reg. No.: 1,186,335                         Registered: 1/19/82
Serial No.: 73-280355                       Filed: 10/3/80

         SO EFFECTIVE YOU COULD SKIP A DAY

Reg. No.: 2,490,705                         Registered: 9/18/01
Serial No.: 76/138596                       Filed: 9/29/00

         STREETWEAR

Reg. No.: 2,418,104                         Registered: 1/2/01
Serial No.: 75/562326                       Filed: 9/30/98

         STRONG WEAR

Reg. No.: 1,750,700                         Registered: 2/2/93
Serial No.: 74/220593                       Filed: 11/12/91

         SUPER LUSTROUS

Reg. No.: 2,322,391                         Registered: 2/22/00
Serial No.: 75/480976                       Filed: 5/7/98

         SUPERCARE

Reg. No.: 1,502,750                         Registered: 9/6/88
Serial No.: 73/662635                       Filed: 5/22/87

         SURE GRIP

Reg. No.: 2,246,371                         Registered: 5/18/99
Serial No.: 75/121200                       Filed: 6/10/01

                                                                              33
         REVLON SHADINGS

Reg. No.: 1,949,589                         Registered: 1/16/96
Serial No.: 74/513771                       Filed: 4/18/94

         THE WORLD'S LEADING COLOR AUTHORITY

Reg. No.: 1,955,921                         Registered: 2/13/96
Serial No.: 74/591478                       Filed: 10/27/94

         REV UP

Reg. No.: 1,970,548                         Registered: 4/23/96
Serial No.: 74/560578                       Filed: 8/12/94

         REVLON SKINLIGHTS

Reg. No.: 2,503,121                         Registered: 10/30/01
Serial No.: 75/980999                       Filed: 2/25/00

         SKINLIGHTS

Reg. No.: 2,503,122                         Registered: 10/30/01
Serial No.: 75/981000                       Filed: 2/25/00

         ADRIFT

Reg. No.: 1,983,112                         Registered: 6/25/96
Serial No.: 75/975125                       Filed: 11/14/94

         COLORSTYLE

Reg. No.:2,060,797                          Registered 5/13/97
Serial No.: 75/053747                       Filed 2/5/96

                                                                              34
         REVLON EVERYLASH MASCARA

Serial No.: 75-798581                       Filed: 09/13/99
Reg. No.: 2,372,886                         Date Reg.: 08/11/00
Renewal Date: 08/11/10  First Use Date: 12/31/98


         EVEN OUT

Reg. No.:  2,258,131                        Registered: 6/29/99
Serial No. 75-448023                        Filed: 03/11/98



         B.       Trademark Applications


         FIX-IT

Serial No.: 75-607836                       Filed:  12/18/98

         ONE COAT LIGHT & EASY

Serial No.:  75-819066                      Filed:  10/8/99

         CHERRY CRUSH

Serial No.:  75-784720                      Filed:  08/24/99

        COLOR LOCK

Serial No.: 75-778158                       Filed:  08/17/99

        REVLON MOISTURESTAY

Serial No.:  75-751618                      Filed:   7/16/99

        MOISTURESTAY

Serial No.:  75-751617                      Filed:   7/16/99

         HYDROSOLID

Serial No.:  75-724494                      Filed:    6/9/99

                                                                              35


         FEEL LIKE A WOMAN

Serial No.:  75-838268                      Filed:  06/11/99


         PERHAPS THE TOUGHEST TOOLS IN THE HOUSE

Serial No.:  75-834143                      Filed:  10/27/99

         CURL RECALL

Serial No.:  75-834495                      Filed:  10/26/99

         REVLON

Serial No.:  75-841602                      Filed:  11/04/99

         REVLON

Serial No.:  75-841601                      Filed:  11/04/99

         PINK ME UP

Serial No.:  75-847086                      Filed:  11/12/99

         THE MOST UNFORGETTABLE WOMEN IN THE WORLD WEAR REVLON

Serial No.:  75-847087                      Filed:  11/11/99

         GET QUIET

Serial No.:  76-028064                      Filed:  04/14/00

         REVLON SKIN LIGHTS

Serial No.: 75-928206                       Filed:  02/25/00

         REVLON STUDIO

Serial No.: 75-941275                       Filed:  03/10/00

         SKINLIGHTS

Serial No.: 75-928207                       Filed:  02/25/00

                                                                              36

         AGE DEFYING SMOOTHER

Serial No.: 76-045268                       Filed: 05/10/00

         ALMAY MILK PLUS

Serial No.: 76-074179                       Filed: 06/20/00


         CITY EDGE

Serial No.: 76-071164                       Filed: 06/15/00

         FAB FELINE

Serial No.: 76-073011                       Filed: 06/19/00

         LASHFULL

Serial No.: 76-068027                       Filed: 06/12/00

         LIP TO GO

Serial No.: 76-077696                       Filed: 06/26/00

         MOISTURE BALANCE

Serial No.: 76-071160                       Filed: 06/15/00

         REVLON ABSOLUTES

Serial No.: 76-042489                       Filed: 05/05/00

         REVLON EXTRAS

Serial No.: 76-078175                       Filed: 06/26/00

         STYLE TO GO

Serial No.: 76-038048                       Filed: 05/01/00

         SUPERCOLOR

Serial No.: 76-077825                       Filed: 06/26/00

                                                                              37

         SUPERGENTLE

Serial No.: 76-077828                       Filed: 06/26/00

         SUPERGLOSS

Serial No.: 76-068026                       Filed: 06/12/00

         SUPERGROW

Serial No.: 76-077695                       Filed: 06/26/00

         SUPERSHIELD

Serial No.: 76-071163                       Filed: 06/15/00

         SUPERSMOOTH

Serial No.: 76-077826                       Filed: 06/26/00

         THE SOCIALITE

Serial No.: 76-068029                       Filed: 06/12/00

         UNDER WRAPS

Serial No.: 76-068028                       Filed: 06/12/00

         A BETTER TOOL...A MORE BEAUTIFUL YOU

Serial No.: 76-111772                       Filed: 08/17/00

         ABSOLUTELY FABULOUS

Serial No.: 76-126669                       Filed: 09/12/00

         DAILY DOSE FLUORIDE

Serial No.: 76-116112                       Filed: 08/24/00

         DOUBLE BOND

Serial No.: 76-116109                       Filed: 08/24/00

                                                                              38

         FROSTED FEEL

Serial No.: 76-105979                       Filed: 08/08/00

         GROW HEALTHY

Serial No.: 76-116110                       Filed: 08/24/00

         MASSAGE & GROW

Serial No.: 76-116111                       Filed: 08/24/00

         MOISTURESTAY

Serial No.: 76-088804                       Filed: 07/13/00


         NATURALIST EYE DEFINING PENCIL

Serial No.: 76-105977                       Filed: 08/08/00

         NOBODY DOES COLOR LIKE REVLON

Serial No.:  75-914984                      Filed: 01/25/00

         NEW COMPLEXION WET/DRY SLIP ON FOUNDATION

Serial No.: 76-092229                       Filed: 07/19/00

         RAPID SHINE

Serial No.: 76-121603                       Filed: 08/31/00

         SKIN LIGHTS

Serial No.: 76-087497                       Filed: 07/13/00

         5 DAYS TO GROW

Serial No.:  78-052064                      Filed: 03/08/01

         AGE INTERCEPTING COMPLEX

Serial No.:  78-054589                      Filed: 03/22/01

                                                                              39

         ALMAY

Serial No.:  78-088155                      Filed: 10/12/01

         ALMAY KINETIN skincare with Leaf Design

Serial No.: 78-78047532                     Filed:   2/09/01

         ALMAY KINETIN with Clock Design

Serial No.: 78-047561                       Filed:  02/09/01

         BEAUTY SHAPERS

Serial No.: 76-105978                       Filed:  08/08/00

         BEYOND POWDER

Serial No.: 76-155607                       Filed:  10/27/00


         BOTANICAL PLUS

Serial No.: 78-047934                       Filed:  02/12/01

         BRAVO

Serial No.: 78-055158                       Filed:  03/27/01

         BROWMAKER

Serial No.: 78-051858                       Filed:  03/07/01

         CAPTURE THE LIGHT CAPTURE THE GLOW

Serial No.: 76-261827                       Filed:  05/23/01

         CHEAT TIME

Serial No.: 78-047536                       Filed:  02/09/01

         FOUND IN NATURE PROVEN BY SCIENCE

Serial No.: 78-047564                       Filed:  02/09/01

                                                                              40

         FX EYES

Serial No.: 76-294834                       Filed:  08/03/01

         FX LIP

Serial No.: 76-294835                       Filed:  08/03/01

         FX LIQUID SHIMMER

Serial No.: 76-147723                       Filed:  10/16/00

         FX SWIRL EYES

Serial No.: 76-147720                       Filed:  10/16/00

         GIRL MAGIC

Serial No.: 76-147722                       Filed: 10/16/00

         HIGH DIMENSION

Serial No.: 76-145748                       Filed:  10/12/00


         HIGH DIMENSION

Serial No.: 78-042204                       Filed:  01/08/01

         ILLUMINANCE

Serial No.: 78-048073                       Filed:  02/13/01

         IT'S FABULOUS BEING A WOMAN

Serial No.: 78-079258                       Filed:  08/15/01

         LASH MEMORY

Serial No.: 78-078944                       Filed:  08/13/01

         LIPGLIDE

Serial No.: 78-072220                       Filed:  07/03/01

                                                                              41

         LIQUID LIPS

Serial No.: 75-726138                       Filed:  06/07/99

         MAKE BEAUTY HAPPEN

Serial No.: 76-105980                       Filed:  08/08/00

         MINI VACATION

Serial No.: 78-081651                       Filed:  08/29/01

         OVERTIME SHADOW

Serial No.: 75-940908                       Filed:  03/10/00

         POWER TO GO

Serial No.: 76-034386                       Filed:  04/25/00

         POWER HYDROXY

Serial No.: 78-061791                       Filed:  05/03/01

         PURE DAZZLE

Serial No.:  76-155606                      Filed:  10/27/00


         PURE TINTS

Serial No.: 78-067233                       Filed:  06/04/01

         RE FUTURE

Serial No.:  78-052546                      Filed:  03/12/01

         REVEAL

Serial No.: 78-054592                       Filed:  03/22/01

         REVLON

Serial No.: 74-554476                       Filed:  07/28/94

                                                                              42

         REVLON

Serial No.: 78-090312                       Filed:  10/26/01

         REVLON

Serial No.: 74-295338                       Filed:  07/20/92

         REVLON INTIMATES

Serial No.: 74-708810                       Filed:  07/31/95

         REVLON WET/DRY

Serial No.: 76-147724                       Filed:  10/16/00

         SKINLIGHTS COLOR LIGHTING

Serial No.: 78-081672                       Filed:  08/29/01

         SKINLIGHTS DIFFUSING TINTS

Serial No.: 78-081661                       Filed:  08/29/01

         SKINLIGHTS GLOSSLIGHTS

Serial No.: 78-081701                       Filed:  08/29/01

         SKINLIGHTS ILLUSION WAND

Serial No.: 78-081684                       Filed:  08/29/01

         SO FABULOUS

Serial No.: 76-125668                       Filed: 09/11/00

         STREET WEAR

Serial No.: 76-136675                       Filed: 09/27/00

         SUPER TOP SPEED

Serial No.: 76-116108                       Filed: 08/24/00

                                                                              43

         SUPERSTICK

Serial No.: 76-088803                       Filed: 07/13/00

         UNFORGETTABLE

Serial No.: 76-116412                       Filed: 08/24/00

         WAKEUP CALL

Serial No.: 76-111773                       Filed: 08/17/00

         WELL-CONDITIONED

Serial No.: 76-121602                       Filed: 08/31/00

         WELL-GROOMED

Serial No.: 76-121604                       Filed: 08/31/00

         SLEEK CHEEKS

Serial No.: 76-145747                       Filed: 10/12/00

         SO DREAMY

Serial No.: 78-058995                       Filed:  4/18/01

         STAY CLEAN

Serial No.: 75-536544                       Filed:  8/13/98

         STAYCLEAN

Serial No.: 75-521371                       Filed:  7/20/98

         STREET WEAR SWIRL

Serial No.: 76-147721                       Filed: 10/16/00

         SUPER TOP SPEED CHROME

Serial No.: 78-092788                       Filed: 11/12/01

                                                                             44


            SUPERWEAR


  Serial No.: 76-209674                    Filed:  2/13/01


         THE PURE SOURCE FOR BEAUTIFUL

Serial No.: 78-071912                      Filed:  7/2/01

         THERMATHERAPY

Serial No.: 78-048649                      Filed: 2/15/01

         TRIPLE ACTION

Serial No.: 75-355328                      Filed: 9/11/97

         TRIPLE ACTION FLEX

Serial No.: 75-355329                      Filed: 9/11/97

         TRIPLE ACTION LIP DEFENSE

Serial No.: 75-310273                      Filed: 6/17/97

         VITAMIN C ABSOLUTES

Serial No.: 76-138595                      Filed: 9/29/00

         VIXEN

Serial No.: 75-461154                      Filed: 4/2/98

         WAKE-UP-CALL!

Serial No.: 78-055768                      Filed: 3/29/01

         YOUR PURE SOURCE FOR BEAUTIFUL

Serial No.: 78-070885                      Filed: 6/25/01

         ALMAY KINETIN CHEAT TIME with Clock Design

Serial No.: 78-047563                      Filed:  2/9/01

                                                                             45
         ALMAY PURE TINTS

Serial No.: 78-066531                       Filed: 5/31/01

         ALMAY RETREAT

Serial No.: 78-081635                       Filed: 8/29/01

         REVLON

Serial No.: 76-246776                       Filed: 4/24/01

         REVLON

Serial No.: 78-090320                       Filed: 10/26/01

         MOISTURESTAY

Serial No.: 75-511565                       Filed: 07/01/98

         FASIONISTA

Serial No.: 76-170425                       Filed: 11/22/00

EXHIBIT 4.16

SUBSIDIARY TRADEMARK SECURITY AGREEMENT

TRADEMARK SECURITY AGREEMENT, dated as of November 30, 2001, made by the corporation signatory hereto (the "Grantor") in favor of Wilmington Trust Company, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent") for holders of the Note Obligations (as hereinafter defined).

WHEREAS, the Grantor has guaranteed (the "Indenture Guarantee") the obligations of Revlon Consumer Products Corporation (the "Company") under the Indenture, dated as of November 26, 2001 among the Company, the guarantors identified on the signature pages thereto and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), providing for the issuance of 12% Senior Secured Notes Due 2005 of the Company;

WHEREAS, the Grantor is a party to a Subsidiaries Guarantee (the "Bank Guarantee") referred to in the Second Amended and Restated Credit Agreement, entered into by the Company on the date hereof;

WHEREAS, (i) to secure the Pledgor's guarantee of the Bank Obligations (as defined below) pursuant to the Bank Guarantee, the Pledgor has granted to the Administrative Agent (as defined below), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Collateral (as defined below) (the "First Pledge Lien") and (ii) to secure the Pledgor's guarantee of the Note Obligations pursuant to the Indenture Guarantee, the Pledgor now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein); and

WHEREAS, the Grantor has executed and delivered a Security Agreement, dated as of the date hereof, in favor of the Note Collateral Agent, for the benefit of the holders of the Note Obligations (as amended, supplemented or otherwise modified from time to time, the "Subsidiary Security Agreement").

NOW, THEREFORE, the Grantor agrees for the benefit of the holders of the Note Obligations as follows:

(a) Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Subsidiary Security Agreement.

(b) Other Definitional Provisions. (i) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and paragraph references are to this Agreement unless otherwise specified.

(ii) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

2. Grant of Security Interest. As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantee Obligations, the Grantor hereby grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a security interest in all of the following property now owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the "Trademark Collateral"):

(a) all trademarks, service marks, trade names, trade dress or other indicia of trade origin, trademark and service mark registrations, and applications for trademark or service mark registrations and any renewals thereof, including, without limitation, each registration and application identified in Schedule 1 attached hereto and made a part hereof, and including without limitation (i) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (ii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof), and (iii) all rights corresponding thereto throughout the United States and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each such trademark, service mark, trade name, trade dress or other indicia of trade origin (the "Trademarks"); provided that, for purposes hereof, the term "Trademarks" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof;

(b) all license agreements with any other Person in connection with any of the Trademarks of the Grantor, or such other Person*s trademarks, whether the Grantor is a licensor or licensee under any such license agreement, including, without limitation, the license agreements listed on Schedule 3 to the Subsidiary Security Agreement, subject, in each case, to the terms of such license agreements, including, without limitation, terms requiring consent to the grant of a security interest (the "Trademark Licenses"); provided that, for purposes hereof, the term "Trademark Licenses" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof; and

(c) to the extent not otherwise included, all Proceeds (including, to the extent not otherwise included therein, cash) and products of any and all of the foregoing.

Notwithstanding anything to the contrary contained herein, the Trademark Collateral described herein shall constitute collateral security only for those Guarantee Obligations with respect to which the Proceeds of such Trademark Collateral are applied pursuant to Section 4.2(b) (or, if applicable 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Trademark Collateral only to the extent of such Guarantee Obligations.

3. Security Agreement. This Agreement has been executed and delivered by the Grantor for the purpose of recording the security interest of the Note Collateral Agent in the Trademark Collateral with the United States Patent and Trademark Office. The security interest granted hereby has been granted as a supplement to, and not in limitation of, the security interest granted to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, under the Subsidiary Security Agreement. The Subsidiary Security Agreement (and all rights and remedies of the Note Collateral Agent and the holders of the Note Obligations thereunder) shall remain in full force and effect in accordance with its terms.

4. Release of Collateral and Termination. The Note Collateral Agent shall release the Trademark Collateral from the Lien created hereby, and this Agreement and all obligations of the Note Collateral Agent and the Grantor hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

5. Acknowledgment. The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Note Collateral Agent with respect to the security interest in the Trademark Collateral granted hereby are more fully set forth in the Subsidiary Security Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein.

6. Note Obligation, etc. This Agreement is a Note Obligation Document executed pursuant to the Indenture and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions of the Indenture.

7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

CHARLES REVSON, INC.

By: /s/ Michael T. Sheehan
    --------------------------------
Title: Assistant Secretary

SCHEDULE I

A. Trademark Registrations

SUPER LUSCIOUS LIPSTICK

Reg. No.: 989,731 Registered: 07/30/1974 Renewed: 07/30/1994 Serial No.: 72-449825 Filed: 02/26/1973 Published: 05/07/1974

Reg. No.: 984,761             Registered: 05/21/1974     Renewed: 05/21/1994
Serial No.: 72-453740         Filed: 04/06/1973          Published: 05/21/1974


   BRONZE UMBER

Reg. No.: 984,762             Registered: 05/21/1974     Renewed: 05/21/1994
Serial No.: 72-453768         Filed: 04/06/1973          Published: 05/21/1974


   C.H.R.

Reg. No.:   976,988           Registered: 01/15/1974     Renewed: 01/15/1994
Serial No.: 72-455387         Filed: 04/23/1973          Published: 10/23/1973


   CIARA (Stylized)

Reg. No.: 994,239             Registered: 10/01/1974     Renewed: 10/01/1994
Serial No.: 73-008679         Filed: 12/12/1973          Published: 07/09/1974


   'LIPOPHYTE'

Reg. No.:   1,099,178         Registered: 08/15/1978
Serial No.: 73-148735         Filed: 11/16/1977          Published: 05/23/1978


   'ULTIMA' II

Reg. No.:   1,148,585         Registered: 03/24/1981
Serial No.: 73-180274         Filed: 07/31/1978          Published: 01/22/1980

ULTIMA II

Reg. No.: 1,407,258 Registered: 09/02/1986 Serial No.: 73-306379 Filed: 04/17/1981 Published: 06/10/1986

MAROC and Design

Reg. No.: 1,387,189 Registered: 03/25/1986 Serial No.: 73-543925 Filed: 06/19/1985 Published: 12/31/1985

MAROC (Stylized)

Reg. No.: 1,381,988 Registered: 02/11/1986 Serial No.: 73-543927 Filed: 06/19/1985 Published: 11/19/1985

Reg. No.:   1,410,049         Registered: 09/23/1986
Serial No.: 73-553673         Filed: 08/15/1985          Published: 07/01/1986


   MEGADOSE

Reg. No.:   1,520,449         Registered: 01/17/1989
Serial No.: 73-730019         Filed: 05/19/1988          Published: 10/25/1988


   LIPCHROME

Reg. No.:   1,592,696         Registered: 04/24/1990
Serial No.: 73-821295         Filed: 08/24/1989          Published: 01/30/1990

Reg. No.: 1,891,597           Registered: 04/25/1995
Seral No.: 74-433025          Filed: 09/07/1993          Published: 03/22/1994


   ALPHA 15

Reg. No.: 1,978,700           Registered: 06/04/1996
Serial No.: 74-455625         Filed: 11/09/1993          Published: 08/09/1994

Reg. No.:  1,929,055          Registered:  10/24/1995
Serial No.: 74-464878         Filed: 12/02/1993          Published: 10/04/1994


BRIGHTEN UP, TIGHTEN UP

Reg. No. 1,869,187            Registered: 12/27/94
Serial No.: 74-484961         Filed: 01/31/1994          Published: 10/04/1994


   BALMSHELL

Reg. No.: 1,975,309           Registered: 05/21/1996
Serial No.: 74-527098         Filed: 05/10/1994          Published: 01/17/1995


   WONDERWEAR

Registration No. 2,029,152    Registered: 01/07/1997     First Use: 06/07/1995
Serial No.: 74-568827         Filed: 09/01/1994          Publication: 06/27/1995


   GLOWTION

Reg. No.:  1,928,248          Registered:  10/17/1995
Serial No.: 75-597790         Filed: 11/14/1994          Published: 07/25/1995

Reg. No.: 1,996,162           Registered:  08/20/1996
Serial No.: 74-607150         Filed: 12/05/1994          Published: 07/25/1995


   CIARA FEMME FATALE

Reg. No.: 2,180,900           Registered: 08/11/1998     First Use: 09/30/1997
Serial No. 74-609109          Filed: 12/09/1994          Published: 10/03/1995


   NEVER WETTER

Reg. No.  2,021,368           Registered: 12/03/1996
Serial No. 74-641220          Filed: 03/02/1995          Published: 12/19/1995


   GOING, GOING, GONE

Reg. No.   2,079,718          Registered: 07/15/1997     First Use: 08/18/1995
Serial No. 74-643090          Filed: 03/06/1995          Published:  01/16/1996


   MADLY

Reg. No.  2,026,048           Registered: 12/24/1996     First Use: 09/14/1995
Serial No. 74-663968          Filed: 04/20/1995          Published: 11/21/1995


   BALANCED STATE

Reg. No.  2,026,108           Registered: 12/24/1996
Serial No. 74-697020          Filed: 07/03/1995          Published: 03/12/1996


   BOOSTER SHOT

Reg. No. 2,044,905            Registered: 03/11/1997     First Use: 12/22/1995
Serial No. 74-697021          Filed: 07/03/1995          Published: 03/12/1996


   CLEAN TEAM

Reg. No. 2,026,107            Registered: 12/24/1996
Serial No. 74-697019          Filed: 07/03/1995          Published: 04/09/1996

Reg. No. 2,034,502            Registered: 01/28/1997     First Use: 12/23/1995
Serial No. 74-702349          Filed: 07/17/1995          Published:  03/19/1996


   THIRST BUSTER

Reg. No. 2,034,503            Registered: 01/28/1997     First Use: 12/23/1995
Serial No. 74-702350          Filed: 07/17/1995          Published: 03/19/1996


   EYE SITE

Reg. No.: 2,112,940           Registered: 11/11/1997     First Use: 07/23/1996
Serial No. 75-078439          Filed:  03/25/1996         Published: 11/26/1996


   BROWSEXXXY BROWLINER

Reg. No.: 2,081,454           Registered: 07/22/1997     First Use: 09/28/1995
Serial No.:  75-144121        Filed:  07/18/1996         Published: 04/29/1997


   PROCOLLAGEN

Reg. No.: 2,128,930           Registered: 01/13/1998     Published: 10/21/1997
Serial No.: 75-227331         Filed: 01/17/1997          First Use: 12/15/1984


   VITAL RADIANCE

Reg. No.: 2,177,561           Registered: 07/28/1998     First Use: 09/28/1997
Serial No.: 75-237754         Filed: 02/03/1997          Published: 12/02/1997


   BEAUTIFUL NUTRIENT

Reg. No. 2248694              Registered: 6/1/99         First Use:  10/13/1974
Serial No.  75-308086         Filed: 06/12/1997


   SKINDICATOR

Reg. No.: 2322230             Registered: 2/22/00        First Use:  10/23/1997

Serial No.: 75-378278         Filed: 10/22/1997          Published:  03/02/1999


   UII

Reg. No.:  2,274,662          Registered:  08/31/1999    First Use:  11/30/1989
Serial No.: 75-976844         Filed: 11/01/1996          Published: 07/21/1998


   BALMSHELL

Reg. No.: 2226136             Registered: 2/23/99        First Use:  09/7/1994
Serial No.: 75-443186         Filed: 03/02/1998          Published:  02/09/1999


   UNDER IT ALL

Reg. No.: 2425501             Registered: 1/30/01
Serial No.: 75-453049         Filed: 03/19/1998


   CIARA FEMME FATALE

Reg. No.: 2,170,481           Registered: 06/30/1998     Published:10/3/95
Serial No.: 75-977322         Filed: 09/12/1994          First Use: 05/02/1995


   DOUBLE ACTION

Reg. No.: 2336768             Registered: 3/28/00
Serial No.: 75-527315         Filed: 07/29/1998

FADE NOT, CREASE NOT

Reg. No.: 2385745 Registered: 9/12/00 Serial No.: 75-847027 Filed: 11/12/1999

B. Trademark Applications

Serial No.: 75-191285         Filed:  11/01/1996     Published: 05/05/1998
                                                     Amendment to Allege
                                                     Use Filed


   USE WONDERWEAR SMUDGE
      NOT MASCARA

    Serial No.: 75-834496     Filed: 10/28/99


   BIOFEELING

Serial No.: 78-070401         Filed: 6/21/01


   CHARLES REVSON

Serial No.: 76-070288         Filed: 6/14/00

Serial No.: 76-071343                       Filed: 6/15/00


    GLOWTION

Serial No.: 76-206350                       Filed: 2/7/01


    GLOWTION HIGHLIGHTING SOUFFLE

Serial No.: 76-105976                       Filed: 8/8/00


    GOTTA BLUSH

Serial No.: 78-088752                       Filed: 10/17/01


    LASHFINDER

Serial No.: 78-070857                       Filed: 6/25/01


    LIGHTCAPTOR-C

Serial No.:                                 Filed: 10/16/01


    PEEPERS

Serial No.: 78-086398                       Filed: 10/1/01


    PUCKER & POUT

Serial No.: 76-089073                       Filed: 7/13/00


    RE-FLEKTIVE

Serial No.: 78-088764                       Filed: 10/17/01

Serial No.: 78-086394                       Filed: 10/1/01


    SHEER SCENT

Serial No.: 76-183300                       Filed: 12/19/00


    SWIRLSATIONAL

Serial No.: 78-088774                       Filed: 10/17/01


    ULTIMA TOO

Serial No.: 78-068645                       Filed: 6/12/01


    ULTIMATE EDITION

Serial No.: 78-074942                       Filed: 7/20/01


    ULTIMATELY U

Serial No.: 78-070800                       Filed: 6/25/01

EXHIBIT 4.17

SUBSIDIARY TRADEMARK SECURITY AGREEMENT

TRADEMARK SECURITY AGREEMENT, dated as of November 30, 2001, made by the corporation signatory hereto (the "Grantor") in favor of Wilmington Trust Company, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent") for holders of the Note Obligations (as hereinafter defined).

WHEREAS, the Grantor has guaranteed (the "Indenture Guarantee") the obligations of Revlon Consumer Products Corporation (the "Company") under the Indenture, dated as of November 26, 2001 among the Company, the guarantors identified on the signature pages thereto and Wilmington Trust Company, as trustee (in such capacity, the "Trustee"), providing for the issuance of 12% Senior Secured Notes Due 2005 of the Company;

WHEREAS, the Grantor is a party to a Subsidiaries Guarantee (the "Bank Guarantee") referred to in the Second Amended and Restated Credit Agreement, entered into by the Company on the date hereof;

WHEREAS, (i) to secure the Pledgor's guarantee of the Bank Obligations (as defined below) pursuant to the Bank Guarantee, the Pledgor has granted to the Administrative Agent (as defined below), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Collateral (as defined below) (the "First Pledge Lien") and (ii) to secure the Pledgor's guarantee of the Note Obligations pursuant to the Indenture Guarantee, the Pledgor now intends hereby to grant to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority security interest in the Collateral (it being understood that the relative rights and priorities of the grantees in respect of the Collateral are governed by the Collateral Agency Agreement referred to herein); and

WHEREAS, the Grantor has executed and delivered a Security Agreement, dated as of the date hereof, in favor of the Note Collateral Agent, for the benefit of the holders of the Note Obligations (as amended, supplemented or otherwise modified from time to time, the "Subsidiary Security Agreement").

NOW, THEREFORE, the Grantor agrees for the benefit of the holders of the Note Obligations as follows:

(a) Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Subsidiary Security Agreement.

(b) Other Definitional Provisions. (i) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and paragraph references are to this Agreement unless otherwise specified.

(ii) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

2. Grant of Security Interest. As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantee Obligations, the Grantor hereby grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a security interest in all of the following property now owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the "Trademark Collateral"):

(a) all trademarks, service marks, trade names, trade dress or other indicia of trade origin, trademark and service mark registrations, and applications for trademark or service mark registrations and any renewals thereof, including, without limitation, each registration and application identified in Schedule 1 attached hereto and made a part hereof, and including without limitation (i) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (ii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof), and (iii) all rights corresponding thereto throughout the United States and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each such trademark, service mark, trade name, trade dress or other indicia of trade origin (the "Trademarks"); provided that, for purposes hereof, the term "Trademarks" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof;

(b) all license agreements with any other Person in connection with any of the Trademarks of the Grantor, or such other Person*s trademarks, whether the Grantor is a licensor or licensee under any such license agreement, including, without limitation, the license agreements listed on Schedule 3 to the Subsidiary Security Agreement, subject, in each case, to the terms of such license agreements, including, without limitation, terms requiring consent to the grant of a security interest (the "Trademark Licenses"); provided that, for purposes hereof, the term "Trademark Licenses" shall not include those rights which are not created by, or do not arise or exist under, the laws of the United States or any State or political subdivision thereof; and

(c) to the extent not otherwise included, all Proceeds (including, to the extent not otherwise included therein, cash) and products of any and all of the foregoing.

Notwithstanding anything to the contrary contained herein, the Trademark Collateral described herein shall constitute collateral security only for those Guarantee Obligations with respect to which the Proceeds of such Trademark Collateral are applied pursuant to Section 4.2(b) (or, if applicable 4.8) and 4.2(e) of the Collateral Agency Agreement and the Lien and security interest provided hereby shall encumber the Trademark Collateral only to the extent of such Guarantee Obligations.

3. Security Agreement. This Agreement has been executed and delivered by the Grantor for the purpose of recording the security interest of the Note Collateral Agent in the Trademark Collateral with the United States Patent and Trademark Office. The security interest granted hereby has been granted as a supplement to, and not in limitation of, the security interest granted to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, under the Subsidiary Security Agreement. The Subsidiary Security Agreement (and all rights and remedies of the Note Collateral Agent and the holders of the Note Obligations thereunder) shall remain in full force and effect in accordance with its terms.

4. Release of Collateral and Termination. The Note Collateral Agent shall release the Trademark Collateral from the Lien created hereby, and this Agreement and all obligations of the Note Collateral Agent and the Grantor hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

5. Acknowledgment. The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Note Collateral Agent with respect to the security interest in the Trademark Collateral granted hereby are more fully set forth in the Subsidiary Security Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein.

6. Note Obligation Document, etc. This Agreement is a Note Obligation Document executed pursuant to the Indenture and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions of the Indenture.

7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

CHARLES OF THE RITZ GROUP LTD.

By: /s/ Michael T. Sheehan
    ----------------------------------
    Title: Assistant Secretary

A. Trademark Registrations

AKIMBO

Reg. No.: 411,257 Registered: 01/09/1945 Renewed: 01/09/1985 Serial No.: 71-472446 Filed: 07/21/1944 Published: 10/31/1944

CHARLES OF THE RITZ (Stylized)

Reg. No.: 419,641 Registered: 02/26/1946 Renewed: 02/26/1986 Serial No.: 71-485756 Filed: 07/13/1945 Published: 12/04/1945

Reg. No.: 420,719           Registered: 04/30/1946         Renewed: 04/30/1986
Serial No.: 71-485757       Filed: 07/13/1945              Published: 02/12/1946


     CR (Stylized)

Reg. No.: 590,893           Registered: 06/08/1954         Renewed: 06/08/1994
Serial No.: 71-652601       Filed: 09/01/1953              Published: 03/16/1954


     REVENESCENCE

Reg. No.: 632,844           Registered: 08/14/1956         Renewed: 08/14/1996
Serial No.: 71-694475       Filed: 09/12/1955              Published: 05/29/1956


     RITZ (Block Form)

Reg. No.: 634,468           Registered: 09/11/1956         Renewed:  09/11/1996
Serial No.: 71-696120       Filed: 10/10/1955              Published: 06/26/1956


     MIDNIGHT

Reg. No.: 748,177           Registered: 04/16/1963         Renewed: 04/16/1983
Serial No.: 72-129374       Filed: 10/06/1961              Published: 01/29/1963


     VEILESSCENCE

Reg. No.: 761,471           Registered: 12/10/1963         Renewed: 12/10/1983
Serial No.: 72-141251       Filed: 04/02/1962              Published: 05/14/1963


     RAFFIA

Reg. No.: 757,493           Registered: 09/24/1963         Renewed: 09/24/1983
Serial No.: 72-153287       Filed: 09/17/1962              Published: 07/09/1963


     MIDNIGHT

Reg. No.: 813,618           Registered: 08/23/1966         Renewed: 08/23/1986
Serial No.: 72-232003       Filed: 11/02/1965              Published: 06/07/1966


     REVENESCENCE

Reg. No.: 1,232,432         Registered: 03/29/1983
Serial No.: 73-282611       Filed: 10/20/1980              Published: 01/04/1983

Reg. No.: 1,441,696         Registered: 06/09/87
Serial No.: 73-578028       Filed: 01/16/1986              Published: 12/02/86


     CHARLES OF THE RITZ

Reg. No.: 1,752,133         Registered: 02/16/1993         ss.8 & 15
Serial No.: 74-229204       Filed: 12/11/1991              Published: 11/24/1992


     TIMELESS DIFFERENCE

Reg. No.:  2003328          Registered:  09/24/1996
Serial No.: 74-327861       Filed: 11/02/1992              Published: 03/23/1993


     LINE REFINE

Reg. No.: 1,859,295         Registered: 10/18/1994
Serial No.: 74-439006       Filed: 09/22/1993              Published: 10/18/1994

                                       2

     PERFECT FINISH

Reg. No.: 1,994,391         Registered:  08/20/1996
Serial No.: 74-528488       Filed: 05/23/1994


     COMPLETE COVER

Reg. No.:  1,998,617        Registered:  09/03/1996
Serial No.: 74-528496       Filed: 05/23/1994


     FACE FINISHER

Reg. No.:  1,986,210        Registered:  07/09/1996
Serial No.: 74-561705       Filed: 08/16/1994


     FIRMESSENCE 770

Reg. No.:  1,959,951        Registered:  03/05/96
Serial No.: 74-604270       Filed: 11/7/1994

Reg. No.:  1,987,688        Registered:  07/16/1996
Serial No. 74-624730        Filed: 01/23/1995             Published:  10/10/1995


     MOISTUREFUL

Reg. No.  2,007,218         Registered: 10/08/1996
Serial No. 74-666173        Filed: 04/24/1995


     BIOCHANGE CLEANSER

Reg. No. 2,027,811          Registered: 12/31/1996        First Use: 10/23/1995
Serial No. 74-665614        Filed: 04/12/1995             Published: 04/09/1996

Serial No. 75-034139        Filed: 12/18/95               Published: 11/05/1996


     FEATHER TOUCH CLEANSER

Reg. No. 2037036            Registered: 02/11/1997        First Use: 02/1991
Serial No. 75-065707        Filed: 02/29/96               Published: 11/19/1996


     ANY AGE

Reg. No.: 2,056,263         Registered: 04/22/1997
Serial No.: 74-729979       Filed: 09/15/1995

MOISTUREFUL LINE DEFYING MAKEUP

Reg. No. 2,092,205 Registered: 08/26/1997 First Use: 10/28/1996 Serial No. 75-082293 Filed: 04/01/1996 Published: 12/17/1996

Reg. No.: 2,135,809         Registered: 02/10/1998         First Use: 10/18/1995
Serial No. 75-246483        Filed: 02/24/1997              Published: 11/18/1997


     RITZ CLASSIC

Reg. No.: 2,135,810         Registered: 02/10/1998         First Use: 10/17/1995
Serial No. 75-246484        Filed: 02/24/1997              Published: 11/18/1997

B. Trademark Applications

None

EXHIBIT 4.18

DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES

AND SECURITY AGREEMENT

from

REVLON CONSUMER PRODUCTS CORPORATION,

Grantor

to

FIRST AMERICAN TITLE INSURANCE COMPANY,

Trustee

for the use and benefit of

WILMINGTON TRUST COMPANY, AS COLLATERAL AGENT
for holders of the Note Obligations,

Beneficiary

(COLLATERAL IS OR INCLUDES FIXTURES)

DATED AS OF NOVEMBER 30, 2001

This Deed of Trust has been prepared by and after recording, please return to:

Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019-7474 Attention: Joyce Law, Esq.

North Carolina

(COLLATERAL IS OR INCLUDES FIXTURES)

DEED OF TRUST, ASSIGNMENT OF RENTS
AND LEASES AND SECURITY AGREEMENT

THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES AND
SECURITY AGREEMENT, dated as of November 30, 2001, is made by Revlon Consumer Products Corporation, a Delaware corporation ("Grantor"), whose address is c/o Revlon, Inc., 625 Madison Avenue, New York, New York 10022, Attention: Vice President and Deputy General Counsel, to First American Title Insurance Company, a North Carolina corporation ("Trustee"), whose address is 101 North Elm Street, Suite 100, Greensboro, North Carolina 27401, for the use and benefit of Wilmington Trust Company, whose address is Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890, as collateral agent for holders of the Note Obligations (in such capacity, "Beneficiary", which term shall be deemed to include the successors and assigns of Beneficiary). References to this "Deed of Trust" shall mean this instrument and any and all renewals, modifications, amendments, supplements, extensions, consolidations, substitutions, spreaders and replacements of this instrument.

Background

Grantor and Beneficiary, as trustee (in such capacity, the "Indenture Trustee"), are parties to the Indenture dated November 26, 2001 (as amended, supplemented or otherwise modified from time to time, the "Indenture") among the Grantor, the Guarantors identified on the signature pages thereto and the Trustee, providing for the issuance of Grantor's 12% Senior Secured Notes Due 2005 (the "Notes"); and

A. Grantor is party to the Second Amended and Restated Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Grantor, the local borrowing subsidiaries party thereto, the financial institutions party thereto, JPMorgan Chase Bank ("Chase"), as administrative agent (in such capacity, the "Bank Agent"), the other agents party thereto and the arranger party thereto; and

B. (i) To secure the Bank Obligations (as defined in the Collateral Agency Agreement referred to herein), Grantor has granted to the Administrative Agent (as defined in the Collateral Agency Agreement), for the benefit of the holders of the Bank Obligations, a first priority security interest in the Trust Property (the "First Deed Lien"), and (ii) to secure the Note Obligations (as defined in the Collateral Agency Agreement), the Grantor now intends hereby to grant to Beneficiary, for the benefit of the holders of the Note Obligations (as defined in the Collateral Agency Agreement), a second priority security interest in the Trust Property (it being understood that the relative rights and priorities of the grantees in respect of the Trust Property are governed by the Collateral Agency Agreement); and

C. Grantor (i) is the owner of the fee simple estate in the parcel(s) of real property described on Schedule A attached hereto (the "Land") and (ii) owns 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").

Granting Clauses

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor agrees that to secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Note Obligations;

GRANTOR HEREBY CONVEYS TO TRUSTEE AND HEREBY GRANTS, ASSIGNS, TRANSFERS AND SETS OVER TO TRUSTEE, IN TRUST WITH POWER OF SALE FOR THE USE AND BENEFIT OF BENEFICIARY, AND GRANTS BENEFICIARY AND TRUSTEE A SECURITY INTEREST IN:

(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 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 (hereinafter defined) (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;

(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;

(All of the foregoing property and rights and interests now owned or held or subsequently acquired by Grantor and described in the foregoing clauses (A) through (E) are collectively referred to as the "Premises", and those described in the foregoing clauses (A) through (K) are collectively referred to as the "Trust Property").

TO HAVE AND TO HOLD the Trust Property and the rights and privileges hereby granted unto Beneficiary, its successors and assigns for the uses and purposes set forth, until the Note Obligations are paid and performed in full.

Collateral Agency Agreement Controls; Priority

Notwithstanding anything to the contrary contained in this Deed of Trust but subject to the next sentence of this paragraph, all of the rights and obligations of the parties hereto set forth herein are subject to the terms of the Collateral Agency Agreement, which shall be controlling. Without limiting the generality of the foregoing, the rights of Beneficiary and the holders of the Note Obligations set forth herein relating to (i) the release of or realization upon Trust Property that is subject to Liens granted under the First Lien Documents, (ii) amendments to or waivers in respect of this Deed of Trust or any other Note Obligation Document, (iii) the exercise of remedies with respect to Trust Property that is subject to Liens granted under the First Lien Documents, (iv) the right to receive, hold and apply Proceeds that are subject to Liens granted under the First Lien Documents and (v) all other matters addressed herein are granted subject to, and shall be exercised in accordance with, the terms of the Collateral Agency Agreement. The terms of this paragraph shall not prevent Beneficiary from taking such actions or reasonably requesting the Grantor to take such actions as are necessary to perfect or maintain the perfection of Beneficiary's security interest in the Trust Property, nor shall such terms mitigate the Grantor's obligations hereunder to take such actions, provide such information and deliver such documents, instruments and certificates as may be necessary to perfect or maintain the perfection of such security interest. Notwithstanding anything to the contrary contained in this Deed of Trust, all proceeds of the Trust Property, including without limitation insurance proceeds, received by the Controlling Collateral Agent pursuant to the provisions of this Deed of Trust shall be held and applied by the Collateral Agent in accordance with the provisions of the Collateral Agency Agreement. This Deed of Trust shall constitute a second deed of trust. The security interest granted pursuant to this Deed of Trust shall constitute a second priority security interest in the Trust Property in favor of Beneficiary for the benefit of the holders of the Note Obligations.

Definitions

(a) The following terms shall have the following meanings:

"Actionable Event": as defined in the Collateral Agency Agreement.

"Administrative Agent": as defined in the Collateral Agency Agreement.

"Bank Agent": as defined in the Recitals hereto.

"Bank Obligations": as defined in the Collateral
Agency Agreement.

"Beneficiary": Wilmington Trust Company and any successors thereof appointed in accordance with the terms of the Collateral Agency Agreement, in each case as collateral agent for the holders of the Note Obligations.

"Code": as defined in Section 21(a).

"Collateral Account": as defined in the Collateral Agency Agreement.

"Collateral Agency Agreement": the Amended and Restated Collateral Agency Agreement, dated as of May 30, 1997 and as further amended and restated as of the date hereof, among the Grantor, the Bank Agent, the Administrative Agent, the Indenture Trustee and Beneficiary, as the same may be amended, supplemented or otherwise modified from time to time.

"Controlling Collateral Agent": at all times prior to the First Deed Lien Termination Date, the Administrative Agent and, thereafter, Beneficiary.

"Deed of Trust": this Deed of Trust, as the same may be amended, modified or otherwise supplemented from time to time.

"Default Rate": as defined in Exhibit A to the Indenture.

"First Deed Lien": as defined in the recitals hereto.

"First Deed Lien Termination Date": either (a) the date on which the First Deed Lien is released in accordance with the terms of the Collateral Agency Agreement or (b) the date on which all Bank Obligations are Fully Satisfied (as defined in the Collateral Agency Agreement), whichever shall first occur; provided, however, that if a First Lien Termination Date is deemed not to have occurred under
Section 5.2(f) of the Collateral Agency Agreement, any First Deed Lien Termination Date that has occurred shall likewise be deemed not to have occurred, and such event shall be governed by the terms and provisions of Section 5.2(f) of the Collateral Agency Agreement.

"First Lien Documents": as defined in the Collateral Agency Agreement.

"First Lien Termination Date": as defined in the Collateral Agency Agreement.

"Governmental Authority": as defined in Section 3 hereof.

"Legal Requirement": as defined in Section 3 hereof.

"Liens": as defined in the Indenture.

"Material Adverse Effect": a material adverse effect upon (i) the business, condition (financial or otherwise), operations, performance, properties or

prospects of (A) Revlon, Inc. or (B) the Grantor and its Subsidiaries taken as a whole or (ii) the ability of Grantor and its Subsidiaries taken as a whole to perform the obligations of Grantor under the Note Obligation Documents.

"Note Obligation Documents": as defined in the Collateral Agency Agreement.

"Note Obligations": as defined in the Collateral Agency Agreement.

"Notice of an Actionable Event": as defined in the Collateral Agency Agreement.

"Permitted Liens": as defined in the Indenture.

"Person": as defined in the Indenture.

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

"Secured Obligations": as defined in the Collateral Agency Agreement.

"Subsidiary": as defined in the Indenture.

"Trust Property": as defined in the Granting Clauses.

(b) Other Definitional Provisions. (i) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Deed of Trust shall refer to this Deed of Trust as a whole and not to any particular provision of this Deed of Trust, and section and paragraph references are to this Deed of Trust unless otherwise specified.

(ii) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

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, marketable 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 to 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 Note Obligations. Grantor shall pay and perform the Note Obligations.

3. Requirements. (a) 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 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 the Controlling Collateral Agent'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 the Controlling Collateral Agent with good and sufficient bond or other security reasonably satisfactory to the Controlling Collateral Agent 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 the Controlling Collateral Agent, 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 the Controlling Collateral Agent 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) 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 the 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 Note Obligations the amount so paid, together with interest from the time of payment at the Default Rate. Any sums paid by 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 Beneficiary, 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) Subject to the terms of the Indenture, 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 the Controlling Collateral Agent of Grantor's intent so to contest or object to an Imposition, (ii) Grantor shall demonstrate to the Controlling Collateral Agent'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 the Controlling Collateral Agent 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 subsection 4.04 of the Indenture.

(e) At any time after a Notice of an Actionable Event has been given and remains outstanding, the Controlling Collateral Agent shall be entitled to require Grantor to pay

monthly in advance to the Controlling Collateral Agent, on behalf of the holders of the Secured Obligations (or, if Beneficiary is the Controlling Collateral Agent, the Note Obligations), the equivalent of 1/12th of the estimated annual Impositions. The Controlling Collateral Agent may commingle such funds with its own funds and Grantor shall not be entitled to interest thereon.

5. Insurance. (a) 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 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 the Controlling Collateral Agent shall reasonably request from time to time;

(iii) when and to the extent reasonably required by the Controlling Collateral Agent, 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 the Controlling Collateral Agent;

(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 the Controlling Collateral Agent, 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 the Controlling Collateral Agent, 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 the Controlling Collateral Agent may reasonably request from time to time.

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 the Controlling Collateral Agent, and (ii) with respect to all property insurance, provide for 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 the Controlling Collateral Agent), with loss payable to the Administrative Agent, for the benefit of the holders of the Bank Obligations, and Beneficiary, for the benefit of the holders of the Note Obligations, as their interests may appear (modified, if necessary, and to the extent available under such policy, to provide that proceeds in the amount of replacement cost may be retained by the Controlling Collateral Agent, for the benefit of the holders of the Secured Obligations (of, if Beneficiary is the Controlling Collateral Agent, the Note Obligations), without the obligation to rebuild) when a Notice of Actionable Event has been given and is outstanding; if no Notice of Actionable Event has been given and is outstanding, with loss in excess of $1,000,000 payable to the Administrative Agent, for the benefit of the holders of the Bank Obligations, and Beneficiary, for the benefit of the holders of the Note Obligations, as their interests may appear (modified, if necessary, to provide that proceeds shall be applied by the Controlling Collateral Agent toward the cost of rebuilding the Improvements), without contribution, under a "standard" or "New York" mortgagee clause reasonably acceptable to the Controlling Collateral Agent 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 the Controlling Collateral Agent. Liability insurance policies shall name the Administrative Agent, for the benefit of the holders of the Bank Obligations, and Beneficiary, for the benefit of the holders of the Note Obligations (and Trustee, if Trustee shall so request), as additional insureds as their interests may appear, and contain a waiver of subrogation against the Administrative Agent and Beneficiary (and Trustee, if Trustee shall so request); all such policies shall indemnify and hold the Administrative Agent and 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 solely 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 the Controlling Collateral Agent, Grantor shall promptly obtain new or additional insurance reasonably satisfactory to the Controlling Collateral Agent. 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 the Controlling Collateral Agent in all respects.

(b) Grantor shall deliver to Beneficiary an original of each insurance policy required to be maintained, or a certificate of such insurance reasonably acceptable to Beneficiary, together with a copy of the declaration page for each such policy. 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 to be furnished pursuant to the provisions of this Section, deliver a renewed policy or policies, or certificates of insurance, or duplicate original or originals thereof, and, if requested by Beneficiary, accompanied by evidence of payment satisfactory to Beneficiary with standard non-contributory mortgage clauses in favor of and acceptable to Beneficiary. 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 the Controlling Collateral Agent, 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 the Controlling Collateral Agent on demand such premium or premiums so paid by the Controlling Collateral Agent 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 Note 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 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 Notice of Actionable Event has been given and is outstanding, but subject to the Collateral Agency Agreement, 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 a Notice of Actionable Event has been given and is outstanding, then Grantor authorizes and empowers the Controlling Collateral Agent, on behalf of the holders of the Secured Obligations (or, if Beneficiary is the Controlling Collateral Agent, the Note Obligations), at the Controlling Collateral Agent's option and in the Controlling Collateral Agent'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 the Controlling Collateral Agent'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 the Controlling Collateral Agent. The Controlling Collateral Agent shall have the right to require Grantor to repair or restore the Trust Property, and Grantor hereby designates the Controlling Collateral Agent 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 the Controlling Collateral Agent may be applied by the Controlling Collateral Agent toward reimbursement of all costs and expenses of the Controlling Collateral Agent in collecting such proceeds, and the balance, at the Controlling Collateral Agent's option in its sole and absolute discretion if a Notice of Actionable Event has been given and is outstanding, to the payment of the Secured Obligations (or, if Beneficiary is the Controlling Collateral Agent, the Note Obligations), to fulfill any of the Secured Obligations (or, if Beneficiary is the Controlling Collateral Agent, the Note Obligations), to the restoration or repair of the property damaged, or released to Grantor. In the event the Controlling Collateral Agent elects to release such proceeds to Grantor, Grantor shall be obligated to use such proceeds to restore or repair the Trust Property. If no Notice of Actionable Event has been given and is outstanding, then the insurance proceeds or any part thereof received by the Controlling Collateral Agent shall be applied by the Controlling Collateral Agent toward reimbursement of all costs and expenses of the Controlling Collateral Agent in collecting such proceeds and the balance, if any, shall be applied in accordance with the Collateral Agency Agreement.

(g) Upon written notice to Grantor, the Controlling Collateral Agent after a Notice of Actionable Event has been given and remains outstanding shall be entitled to require Grantor to pay monthly in advance to the Controlling Collateral Agent, on behalf of the holders of the Secured Obligations (or, if Beneficiary is the Controlling Collateral Agent, the Note

Obligations), the equivalent of 1/12th of the estimated annual premiums due on such insurance. The Controlling Collateral Agent 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, Permitted Exceptions and Permitted Liens, 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. 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 in violation of the terms of the Indenture.

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. 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 the Controlling Collateral Agent which consent shall not be unreasonably withheld.

(b) The Controlling Collateral Agent and any persons authorized by the Controlling Collateral Agent 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 the Controlling Collateral Agent, on behalf of the holders of the Secured Obligations (or, if Beneficiary is the Controlling Collateral Agent, the Note Obligations), at the Controlling Collateral Agent's option and in the Controlling Collateral Agent's sole discretion, to commence, appear in and participate, in the Controlling Collateral Agent's or Grantor's name, in any action

or proceeding relating to any condemnation of the Trust Property, or any portion thereof. If the Controlling Collateral Agent elects not to participate in such condemnation proceeding, then Grantor shall, at its expense, diligently prosecute any such proceeding and shall consult with the Controlling Collateral Agent, 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 the Controlling Collateral Agent 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 the Controlling Collateral Agent may reasonably request.

10. Restoration. If the Controlling Collateral Agent is required to release funds to 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:

(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 the Controlling Collateral Agent;

(ii) prior to making any advance of restoration funds, the Controlling Collateral Agent 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 (hereinafter defined) 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 the Controlling Collateral Agent ;

(v) with respect to each advance of restoration funds, the Controlling Collateral Agent 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;

(vii) the Controlling Collateral Agent 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 the Controlling Collateral Agent and shall be applied by the Controlling Collateral Agent, in accordance with the provisions of the Collateral Agency Agreement.

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 the Controlling Collateral Agent, on behalf of the holders of the Secured Obligations (or, if Beneficiary is the Controlling Collateral Agent, the Note Obligations), or (ii) without the prior written consent of the Controlling Collateral Agent, which Consent shall not be deemed effective with respect to any Lease the execution or existence of which would violate the provisions of the Indenture, execute or permit to exist any Lease.

(b) As to any Lease consented to by the Controlling Collateral Agent, 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 the Controlling Collateral Agent, 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 Grantor's interest under such Lease, provided that, if the First Deed Lien Termination Date has not occurred, such delivery shall be required only if the Grantor assigns such lease, on a first priority basis, to the Administrative Agent.

(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 (i) the Controlling Collateral Agent shall otherwise elect

in writing in respect of both the First Deed Lien and the lien of this Deed of Trust and (ii) such election does not violate the Indenture.

(e) As to any Lease now in existence or subsequently consented to by the Controlling Collateral Agent, 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 the Controlling Collateral Agent of any remedy under this Deed of Trust, the lessee under each Lease shall, if requested by the Controlling Collateral Agent or any other person succeeding to the interest of the Controlling Collateral Agent as a result of such enforcement, attorn to the Controlling Collateral Agent or to such person and shall recognize the Controlling Collateral Agent or such successor in interest as lessor under the Lease without change in the provisions thereof; provided however, that the Controlling Collateral Agent 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 the Controlling Collateral Agent (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 the Controlling Collateral Agent or such successor in interest. Each lessee or other occupant, upon request by the Controlling Collateral Agent 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 rights under this Deed of Trust, Grantor agrees promptly upon written request of Beneficiary 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 to confirm the rights or benefits conferred on Beneficiary by this Deed of Trust.

13. Grantor's Existence, etc. Grantor represents and warrants that Grantor is a duly organized and validly existing corporation or general or limited partnership, as the case may be, in good standing, and this Deed of Trust has been executed by a duly authorized partner or officer thereof, as applicable. 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 Materials. The existence of, and Grantor's obligations with respect to, any Hazardous Materials (hereinafter defined) which may exist at the Premises shall be as provided in this Article 14.

(a) Definitions. For the purposes of this Article 14, the following terms will have the meanings set forth below:

"Hazardous Materials" shall mean any hazardous materials, hazardous wastes, hazardous or toxic substances, defined or regulated as such in or under any Environmental Law (hereinafter defined), including without limitation asbestos, Petroleum Products (hereinafter defined)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;

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

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

(b) Covenants. Grantor will, and will cause each of its Subsidiaries to:

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

(ii) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities respecting Environmental Laws, except (i) to the extent

that

the failure to perform any of the obligations contained in this clause
(b) would not be reasonably likely to have a material adverse effect or
(ii) to the extent that such obligations are being contested in good faith by appropriate proceedings and the pendency of such proceedings would not be reasonably likely to have a material adverse effect; and

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

15. Reserved.

16. Remedies. (a) If a Notice of an Actionable Event has been given and remains outstanding, the Controlling Collateral Agent may immediately take such action, without notice or demand, as it deems advisable to protect and enforce the rights of the holders of the Secured Obligations (or, if Beneficiary is the Controlling Collateral Agent, the Note Obligations) 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 the Controlling Collateral Agent may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of the Controlling Collateral Agent :

(i) The Controlling Collateral Agent 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 the Controlling Collateral Agent, 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 county 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 the Controlling Collateral Agent 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 Secured Obligations (or, if Beneficiary is the Controlling Agent, the Note Obligations) secured hereby and advancements and other sums expended by the Controlling Collateral Agent 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 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 Controlling Collateral Agent with respect to the Secured Obligations (or, if Beneficiary is the Controlling Collateral Agent, the Note 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) The Controlling Collateral Agent 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 Secured Obligations (or, if Beneficiary is the Controlling Collateral Agent, the Note Obligations), or (C) take such other action at law or in equity for the enforcement of this Deed of Trust or the Secured Obligations (or, if Beneficiary is the Controlling Collateral Agent, the Note Obligations) as the law may allow. The Controlling Collateral Agent 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) The Controlling Collateral Agent 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 Secured Obligations (or, if Beneficiary is the Controlling Collateral Agent, the Note 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 the Controlling Collateral Agent 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, the Controlling Collateral Agent 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 the Controlling Collateral Agent 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 the Controlling Collateral Agent shall deem appropriate as fully as Grantor might do.

(b) The Controlling Collateral Agent, 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 the Controlling Collateral Agent's election, in one parcel or in more than one parcel and the Controlling Collateral Agent 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, but subject to the provisions of the Collateral Agency Agreement, 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.

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 (in accordance with the provisions of the Collateral Agency Agreement) upon the Note Obligations 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 and the other Note Obligation 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 Note 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 the Controlling Collateral Agent.

(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 the 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 the 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 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 Indebtedness 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 a Notice of an Actionable Event has been given and remains outstanding, the Controlling Collateral Agent 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 Secured

Obligations (or, if Beneficiary is the Controlling Collateral Agent, the Note 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 Secured Obligations (or, if Beneficiary is the Controlling Collateral Agent, the Note 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 the Controlling Collateral Agent 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 Note Obligations, Beneficiary may, from time to time and without notice, agree to (i) release any person liable for the Note Obligations, (ii) extend the maturity or alter any of the terms of the Note Obligations 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 Note Obligations, it is expressly agreed that any repayments of the Note 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 Note Obligations outstanding.

(b) No recovery of any judgment by the Controlling Collateral Agent 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 the Controlling Collateral Agent, Beneficiary or Trustee hereunder, and such liens, rights, powers and remedies shall continue unimpaired.

(c) If the Controlling Collateral Agent shall have the right to foreclose this Deed of Trust or to direct the Trustee to exercise its power of sale, Grantor authorizes the Controlling Collateral Agent 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 the Controlling Collateral Agent or Beneficiary to collect the Note 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 a Notice of Actionable Event has been given and remains outstanding, then in addition to having any other right or remedy available at law or in equity, the Controlling Collateral Agent 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 the Controlling Collateral Agent's rights, powers and remedies with respect to the real property (in which event the default provisions of the Code shall not apply). If the Controlling Collateral Agent 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 the Controlling Collateral Agent shall include, but not be limited to, reasonable attorneys' fees and legal expenses. At the Controlling Collateral Agent's request, Grantor shall assemble the personal property and make it available to the Controlling Collateral Agent at a place designated by the Controlling Collateral Agent 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; (ii) 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; (iii) Grantor is the record owner of the Real Estate; and (iv) the addresses of Grantor and Beneficiary are as set forth on the first page of this Deed of Trust.

(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. Subject to Permitted Liens, 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 Note Obligations, and Grantor grants to Beneficiary the right, after the First Deed Lien Termination Date, 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 Note Obligations. The foregoing assignment and grant is present and absolute and shall continue in effect until the Note Obligations are paid and performed 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 any period when a Notice of Actionable Event has been given and remains outstanding; such right of Grantor to collect, receive, use and retain the Rents may be revoked by Beneficiary upon the occurrence and during any period when a Notice of Actionable Event has been given and remains outstanding; by giving not less than five days' written notice of such revocation to Grantor; in the event such notice is given, Grantor shall, after the First Deed Lien Termination Date, 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, after the First Deed Lien Termination Date, 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 the Controlling Collateral Agent, 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 the Controlling Collateral Agent, 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. If a Notice of Actionable Event has been given and remains outstanding,

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 Note Obligations in accordance with the provisions of the Collateral Agency Agreement. Any such application shall not be construed to cure or waive any Actionable Event or invalidate any act taken by Beneficiary on account of such Actionable Event.

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 Note 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 the Grantor shall assume as a Note Obligation the payment of any tax so imposed until the Note 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. Amendments and Modifications. This Deed of Trust may not be changed or terminated orally, but may be waived, altered, modified or amended only in accordance with the terms of the Indenture and the Collateral Agency Agreement. Without limiting the generality of the foregoing, amendments, waivers and consents effected in respect of certain provisions of the First Lien Documents shall, upon their effectiveness but only to the extent provided in the Collateral Agency Agreement, apply with equal force to the comparable provisions of this Deed of Trust and become effective with respect thereto without the consent of or any other action on the part of any Person.

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 anything to the contrary contained in this Deed of Trust or in any provisions of any document evidencing the Note Obligations, the obligations of Grantor and of any other obligor in respect of the Note Obligations 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.

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 Indebtedness 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 and performance of the Note Obligations and to exercise all rights and powers under this Deed of Trust, any other Note Obligation Document, or other agreement or any laws now or hereafter in force, notwithstanding some or all of the Note 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, subject to the provisions of the Collateral Agency 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 document evidencing the Note Obligations 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 Note 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, after the First Deed Lien Termination Date, 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 Note 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, on behalf of the holders of the Note Obligations, to enter into the transactions contemplated by the Indenture, 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 Note 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 in accordance with the provisions of the Collateral Agency Agreement 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 in accordance with the provisions of the Collateral Agency Agreement 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 Note 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 but in accordance with the provisions of the Collateral Agency Agreement, Beneficiary may, at its election, 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 Indebtedness (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 Indebtedness), 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 Note 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 Note 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 the Controlling Collateral Agent, 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 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. Grantor acknowledges that the rights and responsibilities of Beneficiary under this Deed of Trust with respect to any action taken by Beneficiary or the exercise or non-exercise by Beneficiary of any right or remedy provided for herein or resulting or arising out of this Deed of Trust shall, as between Beneficiary and the holders of the Note Obligations, be governed by the Indenture, but, as between Beneficiary and Grantor, Beneficiary shall be conclusively presumed to be acting with full and valid authority so to act or refrain from acting, and 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 Indenture and the Notes 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.

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 holders of the Note Obligations pursuant to the Collateral Agency Agreement," the word "Trustee" shall mean "Trustee and any successor trustee hereunder," the words "Controlling Collateral Agent" shall mean "Controlling Collateral Agent and any subsequent collateral agent for the holders of the Secured Obligations," 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. Release of Trust Property and Termination. Trust Property shall be released from the Lien created hereby, and this Deed of Trust and all obligations of Beneficiary and Grantor hereunder shall terminate, in accordance with the provisions of Sections 8 and 10.6 of the Collateral Agency Agreement.

IN WITNESS WHEREOF, Grantor has caused this instrument to be signed in its corporate name by its duly authorized officer by authority of its Board of Directors on November 29, 2001, to be effective the day and year first above written.

REVLON CONSUMER PRODUCTS CORPORATION

By: /s/ Michael T. Sheehan
-------------------------------------------
    Printed Name: Michael Sheehan
    Title: Vice President

STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )

I, the undersigned, a Notary Public of the state and county aforesaid, certify that Michael Sheehan personally came before me this day and acknowledged that he is Vice President of REVLON CONSUMER PRODUCTS CORPORATION, a corporation, and that (s)he, in that capacity, being authorized to do so, executed the foregoing on behalf of the corporation.

WITNESS my hand and Notarial Seal this 29th day of November, 2001.

[NOTARY SEAL]

/s/ Amy Jedlicka
---------------------------------
Notary Public

My Commission Expires:

Schedule A

Description of the Premises

[Attach Legal Description of all parcels]

SCHEDULE A

All that certain tract or parcel of land lying and being in Granville County, North Carolina and being more particularly described as follows:

Tract 1:

BEGINNING at a steel axle shaft set on a buried iron pipe in the North margin of the right-of-way of U.S. Highway 158, the southeast corner of property now or formerly owned by C. C. Speed, and run thence with Speed's line, North 10(degree)40'45" East 349.92 feet to an iron pipe, and North 79(degree)17'08" West 425.00 feet to an axle marking the southeast corner of the property of Robert D. Hancock; thence with the eastern property line of Robert D. Hancock North 07(degree)12'46" West 768.84 feet to an iron pipe, Robert D. Hancock's northeast corner; thence by new lines across the lands of Franklin Wills Hancock, III, et al., Trustees, North 07(degree)12'46" West 329.19 feet to a steel axle, North 79(degree)46'45" East 500.73 feet to a steel axle, North 10(degree)13'15" West 30.00 feet to a steel axle, and North 79(degree)46'45" East 1340.00 feet to a steel axle in the West property line of the Hester Estate; thence with the West property line of the Hester Estate, South 10(degree)13'15" East 1890.00 feet to a steel axle set in the North margin of the right-of-way of U.S. Highway 158; thence with the North Margin of the right-of-way of U.S. Highway 58, South 72(degree)54'26" West 220.03 feet to an iron pin, South 80(degree)35'12" West 259.95 feet to an iron pin, South 88(degree)28'12" West 251.14 feet to an iron pin, North 83(degree)19'59" West 272.10 feet to an iron pin, North 79(degree)20'10" West 91.00 feet to a steel axle, South 10(degree)39'53" West 50.00 feet to a steel axle, and North 79(degree)20'08" West 574.10 feet to the point and place of BEGINNING, containing 73.677 acres, more or less, according to plat and survey made by Precision Surveys, Inc., and being that portion of the property shown on plat recorded in Plat Book 8, Page 25, which lies outside of the right-of-way of U.S. Highway 158.

Tract 2:

BEGINNING at a steel axle shaft set on a buried iron pipe in the North margin of U.S. Highway 158, said Beginning point being the southeast corner of the property now or formerly owned by C. C. Speed (said Beginning point being also the identical Beginning point for Tract 1 above described), and run thence from said Beginning point within the right-of-way of U.S. Highway 158, South 10(degree)40'45" West 50.00 feet to a point in the centerline of the paved portion of U.S. Highway 158; thence along and with the centerline of the paved portion of U.S. Highway 158, South 79(degree)20'08" East 574.11 feet to a point, South 79(degree)20'10" East 94.49 feet to a point, South 83(degree)19'59" East 282.75 feet to a point, North 88(degree)28'12" East 265.20 feet to a point, North 80(degree)35'12" East 273.55 feet to a point, and North 72(degree)54'15" East 154.26 feet to a point in the center of the paved portion of U.S. Highway 158 near its intersection with N.C.S.R. #1602; thence continuing within the right-of-way of U.S. Highway 158, North 10(degree)13'15" West 100.72 feet to a point in the North margin of the right-of-way of U.S. Highway 158; thence with the North margin of the right-of-way of U.S. Highway 158, South 72(degree)54'26" West 159.60 feet to an iron pin, South 80(degree)35'12" West 259.95 feet to an iron pin, South 88(degree)28'12" West 251.14 feet to an iron pin, North 83(degree)19'59" West 272.10 feet to an iron pin, North 79(degree)20'10" West 91.00 feet to a steel axle, South 10(degree)39'53" West 50.00 feet to a steel axle, and North 79(degree)20'08" West 574.10 feet to the point and place of BEGINNING, containing 3.074 acres, more or less, according to

plat and survey made by Precision Surveys, Inc., and being that portion of the property shown on plat recorded in Plat Book 8, Page 25, Granville County Registry, which lies within the right-of-way of U.S. Highway 158.

Tract 3:

BEGINNING at an iron pin set located in the northeast corner of property now or formerly Max Factor Oxford Properties Company (DB 240, Page 331; PB 8, Page 25); said iron pin set being in the western margin of the right-of-way of N.C.S.R. 1195 and being North 65(degree)57'42" West 3628.88 feet from N.C. Grid Station "PASS" (NAD 27 Grid Coordinates, N=933,655.061', and E=2,134,544.882'); and from said beginning along the northern margin of properties now or formerly Max Factor Oxford Properties Company and along the northern margin of a 30 foot Wake Electric Membership Cooperation Easement South 79(degree)46'45" West 1270.10 feet to an existing iron pin; thence South 10(degree)20'47" East 30.00 feet to an existing iron pin; thence South 79(degree)46'39" West 500.73 feet to an existing iron pin in the northeast corner of Lot 2; thence along the northern margin of Lot 2 South 78(degree)51'30" West 979.47 feet to an iron pin set in the east bank of Fishing Creek; thence along the meandering of Fishing Creek along a traverse line along the east bank of Fishing Creek as follows: North 51(degree)52'12" West 61.62 feet to an iron pin set, North 79(degree)23'07" West 108.96 feet to an iron pin set, and North 26(degree)36'42" West 105.46 feet to an iron pin set; thence along the meandering of the east prong of Fishing Creek along traverse lines as follows: North 63(degree)09'50" East 46.29 feet to an iron pin set, North 11(degree)21'32" West 81.35 feet to an iron pin set, North 14(degree)40'34" East 204.72 feet to an iron pin set, North 19(degree)15'47" East 173.29 feet to an iron pin set, North 49(degree)10'08" East 88.76 feet to an iron pin set, North 81(degree)21'29" East 80.47 feet to an iron pin set, South 88(degree)53'22" East 442.66 feet to an iron pin set, South 68(degree)35'06" East 97.23 feet to an iron pin set, North 46(degree)37'28" East 75.27 feet to an iron pin set, North 35(degree)09'31" East 400.70 feet to an iron pin set, and North 36(degree)58'08" East 287.41 feet to an iron pin set in the line now or formerly Charles L. Easton, et al (DB 265, Page 228) Tract 7 (PB 3, Page 86); thence along the southern margin of Easton, et al, South 89(degree)15'23" East 1299.58 feet to an iron pin set located in the western margin of the right-of-way of N.C.S.R. 1195; thence along the western margin of the right-of-way of N.C.S.R. 1195 as follows: South 16(degree)30'10" East 22.05 feet to a right-of-way disk, South 34(degree)46'33" East 342.98 feet to a right-of-way disk and along a curve bearing South 17(degree)47'40" East 416.83 feet, A= 417.22 feet and R= 2799.79 feet to the point and place of beginning, containing 49.559 acres, computed to the centerline of Fishing Creek and the east prong of Fishing Creek which are the actual property lines and being designated as Tract 1 as per plat and survey of Precision Surveys, Inc., dated January 30, 1995. For further reference see Deed Book 156, Page 594, Granville County Registry.

THE FOREGOING THREE DESCRIPTIONS OF TRACTS 1, 2 AND 3 ARE ALSO MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEING all the property conveyed by Max Factor & Co., a Delaware Corporation to Max Factor Oxford Properties Co., a Delaware Corporation as recorded in Deed Book 240 Page 331 (see plat recorded in Map Book 8 Page 25), saving and excepting the property conveyed by Almay, Inc., a North Carolina Corporation to the Department of Transportation, an agency of the state of North Carolina in Deed Book 585 Page 751. Also all the property conveyed by Franklin Wills Hancock, III, et al to Revlon Consumer Products Corporation, a Delaware Corporation in Deed Book 666 Page 541 (see plat recorded in Map Book 17 Page 25), said property lying in Salem

Township, Granville County, North Carolina. BEGINNING for the same at an existing iron pipe (EIP), said EIP being on the western right of way of U.S. Route 158 Oxford Loop, said EIP also being located S 84(degree)27'02" W 3040.53 feet from the North Carolina Geodetic Survey Station "PASS", thence with the said western right of way; S 21(degree)22'28" W 138.68 feet to an EIP on the northern right of way of U.S. Route 158 Business, thence with said northern right of way; N 72(degree)11'07" E 114.20 feet to a point, thence leaving said right of way S 10(degree)11'31" E 100.72 feet to a point on the centerline of U.S. Route 158 Business, thence along said centerline; S 72(degree)55'59" W 154.26 feet to a point, thence; S 80(degree)36'56" W 273.55 feet to a point, thence; S 88(degree)29'56" W 266.20 feet to a point, thence; N 83(degree)17'15" W 282.75 feet to a point, thence; N 79(degree)18'26" W 94.49 feet to a point, thence; N 79(degree)18'00" W 573.54 feet to a point, thence; leaving said centerline; N 10(degree)40'12" E 50.00 feet to an EIP on the northerly right of way of U.S. Route 158 Business, thence along the line of John W. Speed, III and N/F Helane Speed N 10(degree)40'12" E 350.05 feet to an EIP, thence continuing along the line of Speed and William L. Burwell (Deed Book 661 Page 597); N 79(degree)17'07" W 424.86 feet to an EIP at the common corner of said Burwell property, William L. Burwell (Deed Book 208 Page 816) and Robert D. Hancock (Deed Book 557 Page 393), thence with the said Hancock line; N 07(degree)13'14" W 768.91 feet to an EIP marking the common corner of said Hancock and Robert D. Hancock (Deed Book 666 Page 550, Map Book 17 Page 25) property, thence; with said Hancock property; N 07(degree)10'03" W 329.16 feet to an EIP, thence; S 78(degree)52'43" W 979.41 feet to an EIP on the eastern bank of Fishing Creek, thence leaving said Hancock property and following a traverse line on the easterly and southerly bank of Fishing Creek and the East Prong of Fishing Creek and the properties of John W. Watson, Jr. (Deed Book 800 Page 321) and Charles L. Easton, et al (Deed Book 265 Page 228, Map Book 3 Page 86); N 51(degree)50'28" W 61.62 feet to a point, thence; N 79(degree)21'23" W 108.96 feet to a point, thence; N 26(degree)34'58" W 105.46 feet to a point, thence; N 63(degree)11'34" E 46.29 feet to a point, thence; N 11(degree)19'48" W 81.35 feet to a point, thence; N 14(degree)42'18" E 204.72 feet to a point, thence; N 19(degree)17'31" E 173.29 feet to a point, thence; N 49(degree)11'52" E 88.76 feet to a point, thence; N 81(degree)23'13" E 80.47 feet to a point, thence; S 88(degree)51'38" E 442.66 feet to a point, thence; S 68(degree)33'22" E 97.23 feet to a point, thence; N 46(degree)39'12" E 75.27 feet to a point, thence; N 35(degree)09'56" E 400.60 feet to an EIP, thence; N 36(degree)59'25" E 287.42 feet to an EIP on the easterly bank of the East Prong of Fishing Creek, said EIP also in the line of said Easton property, thence with the said Easton property; S 89(degree)13'39" E 1299.52 feet to an EIP on the western right of way of U.S. Route 158 Oxford Loop, thence with said western right of way; S 16(degree)38'02" E 21.99 feet to an EIP, thence ; S 34(degree)43'52" E 342.93 feet to an EIP, thence; along a curve deflecting to the right having a radius of 2799.79 feet, an arc length of 477.91 feet and a chord bearing and chord of S 17(degree)10'11" E 477.33 feet to an EIP, thence; S 05(degree)03'26" E 201.09 feet to an EIP, thence; S 23(degree)10'33" E 111.24 feet to an EIP, thence; S 10(degree)09'54" E 799.99 feet to an EIP, thence; S 08(degree)51'55" E 200.06 feet to an EIP, thence; S 03(degree)04'54" W 154.06 feet to an EIP, thence; S 10(degree)09'52" E 275.00 feet to the point of BEGINNING, containing 122.9627 acres of land as computed to the centerline of the said creeks. Bearings are referenced to North Carolina Grid, North American Datum 1983.

EXHIBIT 4.19

REVLON CONSUMER PRODUCTS CORPORATION

AMENDED AND RESTATED
COLLATERAL AGENCY AGREEMENT

dated as of May 30, 1997
and further amended and restated
as of November 30, 2001

JPMORGAN CHASE BANK,
as Bank Agent

JPMORGAN CHASE BANK,
as Administrative Agent

WILMINGTON TRUST COMPANY,
as Trustee

and

WILMINGTON TRUST COMPANY,
as Note Collateral Agent

TABLE OF CONTENTS

                                                                                                                PAGE
                                                                                                                ----
1.       DEFINITIONS AND OTHER MATTERS............................................................................2

         1.1      Definitions.....................................................................................2

         1.2      Construction of References.....................................................................15

         1.3      Acts by Holders of Secured Obligations.........................................................15

         1.4      Determination of Amounts of Secured Obligations................................................16

2.       AUTHORITY OF ADMINISTRATIVE AGENT.......................................................................17

         2.1      General Authority of the Administrative Agent under the First Lien Documents...................17

         2.2      Right to Initiate Judicial Proceedings.........................................................17

         2.3      Right to Appoint a Receiver....................................................................18

         2.4      Exercise of Powers.............................................................................18

         2.5      Remedies Not Exclusive.........................................................................18

         2.6      Limitation on Administrative Agent's Duty in Respect of Collateral.............................19

         2.7      Limitations on Powers..........................................................................19

3.       AUTHORITY OF NOTE COLLATERAL AGENT......................................................................19

         3.1      General Authority of the Note Collateral Agent under the Second Lien Documents.................19

         3.2      Right to Initiate Judicial Proceedings.........................................................20

         3.3      Right to Appoint a Receiver....................................................................20

         3.4      Exercise of Powers.............................................................................21

         3.5      Remedies Not Exclusive.........................................................................21

         3.6      Limitation on Note Collateral Agent's Duty in Respect of Collateral............................21

         3.7      Limitations on Powers..........................................................................22

4.       PROCEEDS; PAYMENTS BY ADMINISTRATIVE AGENT..............................................................22

         4.1      Collateral Account.............................................................................22


                                      i

                                                                                                                PAGE
                                                                                                                ----
         4.2      Application of Proceeds........................................................................23

         4.3      Amounts of Secured Obligations.................................................................26

         4.4      Time and Manner of Making Payments.............................................................27

         4.5      Investment of Monies...........................................................................27

         4.6      Obligation of Holders of the Secured Obligations...............................................27

         4.7      Contingent Obligations.........................................................................27

         4.8      Additional Collateral Account..................................................................28

         4.9      Temporary Investment Account...................................................................28

5.       ACKNOWLEDGEMENTS........................................................................................29

         5.1      Priority of Liens..............................................................................29

         5.2      Rights in Collateral...........................................................................30

         5.3      Obligations Unconditional......................................................................33

         5.4      Waiver of Claims...............................................................................33

         5.5      Waiver and Estoppel............................................................................33

         5.6      Limitation by Law..............................................................................34

         5.7      Rights of Parties in Respect of Secured Obligations............................................34

         5.8      Provisions Define Relative Rights..............................................................34

         5.9      Powers Coupled With An Interest................................................................35

6.       AGREEMENTS WITH ADMINISTRATIVE AGENT AND NOTE COLLATERAL AGENT..........................................35

         6.1      Delivery of Sharing Acknowledgements...........................................................35

         6.2      Information as to Bank Agent, Trustee and Other Holders of Secured Obligations.................35

         6.3      Compensation and Expenses......................................................................36

         6.4      Stamp and Other Similar Taxes..................................................................36

         6.5      Filing Fees, Excise Taxes, Etc.................................................................36

         6.6      Indemnification................................................................................36


                                      ii

                                                                                                                PAGE
                                                                                                                ----
         6.7      Liens for Collateral Fees......................................................................37

         6.8      Further Assurances.............................................................................37

7.       CONCERNING THE ADMINISTRATIVE AGENT AND THE NOTE COLLATERAL AGENT.......................................38

         7.1      Acceptance of Duties...........................................................................38

         7.2      Exculpatory Provisions.........................................................................38

         7.3      Delegation of Duties...........................................................................39

         7.4      Reliance by Agents; etc........................................................................39

         7.5      Limitations on Duties of Agents................................................................40

         7.6      Monies to be Held Hereunder....................................................................41

         7.7      Resignation and Removal of the Agents..........................................................41

         7.8      Status of Successor Agents.....................................................................43

         7.9      Merger of the Agents...........................................................................44

         7.10     Co-Agents; Separate Agents.....................................................................44

         7.11     Treatment of Payee or Indorsee by Administrative Agent; Representatives of Holders of Secured
                  Obligations....................................................................................47

8.       AMENDMENTS, RELEASES AND OTHER ACTIONS..................................................................48

         8.1      Directions and Consents by Controlling Party...................................................48

         8.2      No Individual Action, etc......................................................................49

         8.3      Condition on Duty to Act.......................................................................49

         8.4      Release of First Liens on Collateral...........................................................49

         8.5      Release of Second Liens on Collateral..........................................................50

9.       NOTICES.................................................................................................52

         9.1      Manner and Method of Giving Notices............................................................52

         9.2      Copies of Notices to be Sent by Agents.........................................................52

10.      MISCELLANEOUS...........................................................................................53


                                     iii

                                                                                                                PAGE
                                                                                                                ----
         10.1     Binding Effect.................................................................................53

         10.2     No Waivers.....................................................................................53

         10.3     Amendments, Supplements, Waivers and Consents..................................................53

         10.4     Headings.......................................................................................55

         10.5     Severability...................................................................................55

         10.6     Termination....................................................................................55

         10.7     No Effect on Terms of Credit Agreement or Indenture............................................56

         10.8     Successors and Assigns.........................................................................56

         10.9     Counterparts...................................................................................56

         10.10    GOVERNING LAW..................................................................................56

Schedule and Exhibit

Schedule I Comparable Second Lien Documents

Exhibit A Form of Amendment Certificate

AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT

AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of May 30, 1997 and as further amended and restated as of November 30, 2001, among REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the "Company"); JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as administrative agent (in such capacity and as further defined below, the "Bank Agent") under the Credit Agreement (as hereinafter defined) for the Lenders (as hereinafter defined); JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as administrative agent (in such capacity and as further defined below, the "Administrative Agent") under the First Lien Documents (as hereinafter defined) for the holders of the Bank Obligations (as hereinafter defined); WILMINGTON TRUST COMPANY, as trustee (in such capacity and as further defined below, the "Trustee") for the holders of the Notes (as hereinafter defined); and WILMINGTON TRUST COMPANY, as collateral agent (in such capacity and as further defined below, the "Note Collateral Agent") under the Second Lien Documents for the holders of the Note Obligations (as hereinafter defined).

WHEREAS, in connection with the Amended and Restated Credit Agreement, dated as of May 30, 1997 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), among the Company, certain of its subsidiaries, the lenders parties thereto and the Bank Agent, (a) the Company has executed and delivered the Amended and Restated Collateral Agency Agreement (Bank Obligations), dated as of May 30, 1997 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the "Existing Collateral Agency Agreement"), with the Administrative Agent and (b) the Company, certain of its subsidiaries and Revlon, Inc., a Delaware corporation and the immediate parent company of the Company ("Revlon"), have executed and delivered mortgage, pledge and security documents pursuant to which they granted to the Administrative Agent, for the benefit of the holders of the Bank Obligations (as defined in the Existing Collateral Agency Agreement), a first priority lien on the Collateral (as hereinafter defined);

WHEREAS, in connection with the Indenture, dated as of November 30, 2001 (as amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (and whether or not with the original trustee and noteholders or another trustee or trustee or other noteholders and whether provided under such indenture, any other indenture or any other agreement and whether for a greater or lesser amount), the "Indenture"), between the Company and the Trustee relating to the Company's 12% Senior Secured Notes due 2005 (together with any successor or replacement notes that refinance such notes in whole or in part or any additional notes issued pursuant to the Indenture, the "Notes"), the Company, certain of its subsidiaries and Revlon have executed and delivered mortgage, pledge and security documents pursuant to which they granted to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a second priority lien on the Collateral;

WHEREAS, the Existing Credit Agreement has been amended and restated pursuant to the Second Amended and Restated Credit Agreement, dated as of the date hereof (as

amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents or other lenders and whether provided under such credit agreement, any other credit agreement, any indenture or any other agreement and whether for a greater or lesser amount), the "Credit Agreement"), among the Company, certain of its subsidiaries (the "Local Borrowing Subsidiaries"), the Lenders and the Bank Agent;

WHEREAS, in connection with the Indenture and such amendment and restatement of the Existing Credit Agreement, the Company has requested that the Existing Collateral Agency Agreement be amended and restated upon the terms set forth herein;

WHEREAS, each party hereto is agreeable to such requested amendment and restatement, but only upon the terms and subject to the conditions set forth herein; and

WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective loans and other extensions of credit to the Company and the Local Borrowing Subsidiaries (collectively, and together with any other future borrowers under the Credit Agreement, the "Borrowers") under the Credit Agreement, and to the obligation of the Indenture Noteholders (as hereinafter defined) to purchase the Notes or, as the case may be, to the right of the Company to a release of the proceeds of the Notes from escrow, that the Company (for itself and the other Grantors), the Administrative Agent, the Trustee and the Note Collateral Agent shall have executed this Agreement;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration receipt of which is hereby acknowledged, the parties hereby agree that the Existing Collateral Agency Agreement shall be and hereby is amended and restated in its entirety as follows:

1. DEFINITIONS AND OTHER MATTERS.

1.1 Definitions. Unless otherwise defined herein, the following terms shall have the meanings set forth below:

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

"Act" shall have the meaning set forth in Section 1.3 hereof;

"Actionable Event" shall mean the failure by the Company or any other Borrower to pay the Principal Amount due on any Secured Obligations on the stated maturity thereof or on any other date when the Principal Amount of any Secured Obligations shall have been declared or become due and payable;

"Additional Collateral Account" shall have the meaning set forth in Section 4.8 hereof;

"Additional Temporary Investment Account" shall have the meaning set forth in Section 4.9(f) hereof;

"Administrative Agent" shall mean (a) JPMorgan Chase Bank and any successors thereof appointed in accordance with the terms of this Agreement, in each case as administrative agent for the holders of the Bank Obligations, or (b) under the circumstances set forth in Section 5.2(e), the Note Collateral Agent, provided that, notwithstanding the foregoing clause (b), the Note Collateral Agent shall not be deemed to be the "Administrative Agent" for purposes of the recitals hereto, Sections 2 and 7 hereof (other than Section 7.11) or any Guarantees (as defined in the Credit Agreement);

"Agreement" shall mean this Collateral Agency Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time;

"Asset Disposition Covenant" shall have the meaning set forth in
Section 4.9(b) hereof;

"Bank Agent" shall mean JPMorgan Chase Bank and any successors thereof appointed in accordance with the terms of the Credit Agreement, in each case as administrative agent for the Lenders;

"Bank Obligation Documents" shall mean, collectively, the documents and instruments governing or evidencing the Bank Obligations and shall include, without limitation, the Credit Agreement, the First Lien Documents, this Agreement and the other Credit Documents;

"Bank Obligations" shall mean all present and future:

(a) unpaid principal of, premium, if any, and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Grantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of any Grantor to the Administrative Agent, to the Bank Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, any other Credit Document, the Letters of Credit or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, premium, interest, reimbursement obligations,

fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent, to the Bank Agent or to any Lender that are required to be paid by any Grantor pursuant to the Credit Agreement) or otherwise (all of the obligations and Indebtedness referred to in this clause (a), the "Credit Agreement Obligations");

(b) Eligible Obligations of the Company owing to one or more Lenders (or affiliates thereof) or other Eligible Institutions and guarantees by the Company of Eligible Obligations of its Subsidiaries; and

(c) Eligible Obligations of the Company owing to any other Persons and Eligible Obligations of the Company's Subsidiaries that are not guaranteed by the Company, provided that, for so long as any Credit Agreement is in effect, no Eligible Obligations referred to in this clause (c) shall constitute Bank Obligations unless the Bank Agent has consented thereto;

"Bankruptcy Event of Default" shall mean any of the following:

(a) Revlon, the Company or any of its Subsidiaries shall commence any case, proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets; or

(b) there shall be commenced against Revlon, the Company or any of its Subsidiaries any such case, proceeding or other action referred to in clause (a) which results in the entry of an order for relief or any such adjudication or appointment remains undismissed, undischarged or unbonded for a period of 60 days; or

(c) there shall be commenced against Revlon, the Company or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof;

"Borrowing Subsidiaries" shall have the meaning set forth in the recitals hereto;

"Borrowers" shall have the meaning set forth in the recitals hereto;

"Business Day" shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or Wilmington, Delaware are authorized or required by law to close;

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

"Collateral" shall mean, collectively, the collateral from time to time pledged pursuant to either the First Lien Documents or the Second Lien Documents, whether such collateral is in existence on the date hereof or is hereafter acquired or created;

"Collateral Account" shall have the meaning set forth in Section 4.1 hereof;

"Collateral Document" shall mean, collectively, the First Lien Documents and the Second Lien Documents;

"Collateral Estate" shall mean, collectively, the First Collateral Estate and the Second Collateral Estate;

"Collateral Fees" shall mean all fees, costs and expenses of the types described in Sections 6.3, 6.4, 6.5 and 6.6 hereof;

"Collateral Proceeds" shall have the meaning set forth in Section 4.2(b) hereof;

"Company" shall have the meaning set forth in the preamble hereto;

"Comparable Second Lien Document" means, in relation to any Collateral subject to any First Lien Document, that Second Lien Document which creates a security interest in the same Collateral, granted by the same Grantor. For the avoidance of doubt with respect to the First Lien Documents and Second Lien Documents in effect on the date hereof, the Comparable Second Lien Document in relation to the relevant First Lien Document is identified in Schedule I hereto;

"Controlling Party" shall mean, at the time when any action is taken or is required to be taken by the Controlling Party, (a) at any time when the Credit Agreement is in effect, (i) with respect to Collateral subject to the lien of the First Lien Documents (whether or not also subject to the lien of the Second Lien Documents), the Bank Agent, and (ii) with respect to Collateral not subject to the lien of the First Lien Documents, the Trustee, (b) at any time when there are documents or instruments governing or evidencing Eligible Obligations in effect and no Credit Agreement is in effect, (i) with respect to Collateral subject to the lien of the First Lien Documents (whether or not also subject to the lien of the Second Lien Documents), the Administrative Agent or such other Person as may be selected by the holders of a majority in Principal Amount of such Eligible Obligations, acting as provided in Section 1.3, and (ii) with respect to Collateral not subject to the lien of the First Lien Documents, the Trustee, (c) at any time when the Indenture is in effect and neither the Credit Agreement nor any of the other documents or instruments referred to in clause (b) are in effect, the Trustee and (d) at any time when there are documents or instruments governing or evidencing Other Second Lien Obligations in effect and no Credit Agreement, Indenture or other document or instrument referred to in clause (b) is in effect, the Person selected by the holders of a majority in Principal Amount of such Other Second Lien Obligations, acting as provided in Section 1.3;

"Credit Agreement" shall have the meaning set forth in the recitals hereto; provided, however, that the term "Credit Agreement" shall not include any agreement governing the obligations referred to in the proviso to the definition of "Credit Agreement Obligations";

"Credit Agreement Obligations" shall have the meaning assigned to such term in clause (a) of the definition of the term "Bank Obligations"; provided, however, that the term "Credit Agreement Obligations" shall not include (a) any Eligible Obligations referred to in clause (f) of the definition thereof or (b) any Other Second Lien Obligations referred to in clause (a) of the definition thereof;

"Credit Documents" shall mean the collective reference to the Credit Agreement, any promissory notes issued thereunder, any applications for Letters of Credit issued thereunder, any bankers' acceptances created and/or discounted thereunder, any guarantees of the obligations thereunder, any Affiliate Subordination Letters referred to therein, the First Lien Documents, this Agreement and any other document or instrument defined in the Credit Agreement as a "Credit Document" (or, in the case of any successor or replacement agreement, such term or any other defined term having a similar purpose);

"Eligible Institution" shall mean (a) a commercial bank organized under the laws of the United States, or any State thereof, having total assets in excess of $1,000,000,000 and having an Acceptable Assignee Rating or (b) a commercial bank organized under the laws of any other country having total assets in excess of $1,000,000,000 (provided that such commercial bank shall not be an Eligible Institution if it or its holding company has a credit rating from S&P or Moody's for the type of debt described in clause (X), (Y) or (Z) of the definition of the term "Acceptable Assignee Rating" and it or its holding company, as the case may be, does not have an Acceptable Assignee Rating);

"Eligible Obligation" shall mean, as to the Company or any Subsidiary of the Company, any obligations and Indebtedness of such Person which constitutes (a) Existing Working Capital Indebtedness, (b) New Working Capital Indebtedness, (c) Lender Hedging Obligations, (d) Other Hedging Obligations, (e) Lender Cash Management Obligations, (f) any portion of the obligations or Indebtedness in respect of any successor or replacement Credit Agreement that has been designated by the Company pursuant to Section 5.2(f) as an "Eligible Obligation" or
(g) any other obligations or Indebtedness of such Person permitted by the terms of the Credit Agreement to be designated by the Company as an "Eligible Obligation" so long as such designation does not violate the Indenture ("Other Permitted First Lien Obligations"), including, in each such case and without limitation, all obligations to pay principal and interest on indebtedness for borrowed money, unpaid reimbursement obligations in respect of letters of credit and like instruments, obligations under interest rate, currency, commodity and similar swap and exchange agreements and in respect of foreign exchange transactions, and all obligations to pay commitment fees, agents' fees, letter of credit commissions, costs, expenses and other charges and amounts relating thereto; provided, however, that "Eligible Obligations" shall not include:

(x) any obligations and Indebtedness existing on the date hereof of the Company or any of its Subsidiaries to any Lender, or under any facility existing on the date hereof which is provided by a Lender, in respect of which such Lender shall as of the date hereof or at any time hereafter have entered into an agreement with the Company or any of its Subsidiaries to the effect that such obligations and Indebtedness are not "Bank Obligations" or "Eligible Obligations" for purposes of this Agreement (or any predecessor hereto); or

(y) any obligations and Indebtedness existing on the date hereof of the Company and its Subsidiaries to any Person who is not a Lender (or an affiliate thereof), or under any facility existing on the date hereof which is provided by a Person who is not a Lender (or an affiliate thereof), or created after the date hereof which is provided by any Person (whether or not a Lender), unless such obligations and Indebtedness are designated as "Eligible Obligations" in accordance with Section 6.1; provided, however, that the requirements of this clause (y) shall not apply to Lender Hedging Obligations and Lender Cash Management Obligations (it being understood and agreed that Lender Hedging Obligations and Lender Cash Management Obligations shall in any event constitute "Eligible Obligations");

"Existing Credit Agreement" shall have the meaning set forth in the recitals hereto;

"Existing Collateral Agency Agreement" shall have the meaning set forth in the recitals hereto;

"Existing Working Capital Indebtedness" shall mean Indebtedness and obligations of the Company or any of its Subsidiaries, in each case
(a) in such amounts as were available to the Company and its Subsidiaries as of September 30, 2001 and which

were secured by the Existing Collateral Agency Agreement as of such date, (b) which were incurred for working capital purposes and (c) which are, or under any facility which was, in existence as of September 30, 2001 (it being understood that a global commitment or line of credit extended to the Company and/or any of its Subsidiaries constitutes a single facility and that all Indebtedness incurred thereunder by the Company and its Subsidiaries from time to time after the date hereof shall constitute "Existing Working Capital Indebtedness" for purposes of this Agreement), and any refinancings, refundings, replacements, renewals or extensions in whole or in part from time to time thereof (without increasing, or shortening the maturity of, the principal amount thereof);

"First Collateral Estate" shall have the meaning set forth in
Section 2.1(c) hereof;

"First Lien Documents" shall mean, collectively, all documents, now existing or hereafter arising, that create or purport to create in favor of the Administrative Agent, for the benefit of the holders of the Bank Obligations, a security interest in property to secure payment or performance of the Bank Obligations, in each case other than any security documents that secure only the obligations owing to a particular Local Fronting Lender or that secure only the obligations owing in respect of any Eligible Obligations; it being understood that the term "First Lien Documents" shall include (a) all Security Documents
(as defined in the Credit Agreement as in effect on the date hereof)
other than the Guarantees (as defined therein) and (b) with respect only to the liens granted to the Administrative Agent in Sections 4.1, 4.9 and 6.7 hereof, this Agreement;

"First Lien Termination Date" shall mean, except to the extent otherwise provided in Section 5.2(f), either (a) the release of all liens under the First Lien Documents in accordance with the terms of this Agreement or (b) all Bank Obligations having been Fully Satisfied, whichever shall first occur;

"Fully Satisfied" shall mean:

(a) with respect to the Credit Agreement Obligations as of any date, that, on or before such date, (i) the principal of and interest accrued to such date on such Credit Agreement Obligations (other than the Undrawn L/C Obligations) shall have been paid in full in cash, (ii) all fees, expenses and other amounts then due and payable which constituted Credit Agreement Obligations (other than the Undrawn L/C Obligations) shall have been paid in full in cash, (iii) the commitments under the Credit Agreement shall have expired or irrevocably been terminated and (iv) the Undrawn L/C Obligations shall have been Fully Secured; provided, however, that, on such date, none of the Bank Agent, any -------- ------- other agent under the Credit Agreement or the Lenders shall have made any claims in respect of Credit Agreement Obligations against any Borrower or any guarantor under any provision of any of the Credit Documents that has not been cash collateralized by an amount sufficient in the reasonable judgment of the Bank Agent and such Lender to secure such claim,

(b) with respect to any Bank Obligations (other than the Credit Agreement Obligations) as of any date, that, on or before such date, each of the

following (to the extent applicable) shall have occurred: (i) the principal of and interest accrued to such date on such Bank Obligations shall have been paid in full in cash, (ii) all fees, expenses and other amounts then due and payable which constituted such Bank Obligations shall have been paid in full in cash, (iii) the commitments under any documents governing such Bank Obligations shall have expired or irrevocably been terminated,
(iv) any letters of credit issued by the holder of such Bank Obligations and secured by the First Lien Documents shall have terminated, expired or been cash collateralized to the satisfaction of such holder and (v) the obligations of the Company and its Subsidiaries (other than customary indemnification and expense obligations that are expressly stated to survive such termination) under the documents and instruments evidencing or governing such Bank Obligations shall have terminated, and

(c) with respect to the Indenture Obligations as of any date, that, on or before such date, either (i) (A) the principal of and interest accrued to such date on such Indenture Obligations shall have been paid in full in cash and (B) all fees, expenses and other amounts then due and payable which constituted Indenture Obligations shall have been paid in full in cash; provided, however, that, on such date, none of the Trustee or the Indenture Noteholders shall have made any claims in respect of Indenture Obligations against the Company or any guarantor under any provision of any of the Indenture or the Notes that has not been cash collateralized by an amount sufficient in the reasonable judgment of the Trustee and such Indenture Noteholder to secure such claim; or (ii) the Trustee shall have acknowledged satisfaction and discharge of the Indenture pursuant to Section 8.01(a) of the Indenture (or any comparable provision of any successor or replacement Indenture); or (iii) the Trustee shall have acknowledged the discharge of the obligations of the Company and the Grantors under Article XI of the Indenture (or any comparable provision of any successor or replacement Indenture) in connection with the exercise of the Company's legal or covenant defeasance option pursuant to Section 8.01(b) of the Indenture (or any comparable provision of any successor or replacement Indenture);

"Fully Secured" shall mean, with respect to any Undrawn L/C Obligations as of any date, that, on or before such date, such Undrawn L/C Obligations shall have been secured by the grant to the relevant issuing lender by the Company of a first priority, perfected security interest in, and lien on, (a) cash or Cash Equivalents in an amount at least equal to the excess of the amount of such Undrawn L/C Obligations over the amount equal to the maximum commitment to issue Letters of Credit under the Credit Agreement on such date or (b) other collateral security which is acceptable to such issuing lender and the Required Lenders;

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

"Grantors" shall mean, collectively, Revlon, the Company and each Subsidiary of the Company that has executed and delivered a Collateral Document;

"Hedging Agreements" shall mean (a) any interest rate swaps, options, caps, collar or insurance agreements or similar arrangements dealing with interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies, and (b) any other foreign exchange contracts dealing with hedging currency exposure or otherwise providing foreign exchange;

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

"Indenture" shall have the meaning set forth in the recitals hereto;

"Indenture Noteholders" shall mean the holders from time to time of the Indenture Obligations (other than the Trustee and the Note Collateral Agent);

"Indenture Obligations" shall have the meaning assigned to such term in clause (a) of the definition of the term "Note Obligations";

"Lender Cash Management Obligations" shall mean obligations of the Company or any of its Subsidiaries in respect of treasury, depository, overdraft and other cash management arrangements maintained with any Lender (or any affiliate thereof) or arising in connection with Automated Clearinghouse transfers of funds by any Lender (or any affiliate thereof);

"Lender Hedging Obligations" shall mean Indebtedness and obligations of the Company or any of its Subsidiaries to a Lender (or any affiliate thereof) in respect of any Hedging Agreement;

"Lenders" shall mean the banks and other Persons from time to time party to the Credit Agreement as lenders;

"Letter of Credit" shall mean any letter of credit issued under the Credit Agreement;

"Loan" shall mean any loan (including, without limitation, term loans, revolving credit loans and swing line loans) made under (and any bankers' acceptances created or discounted under) the Credit Agreement;

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

"New Working Capital Indebtedness" shall mean Indebtedness and obligations of the Company or any of its Subsidiaries, in each case incurred for working capital purposes and which are not in existence on the date hereof (it being understood that a global commitment or line of credit extended to the Company and/or any of its Subsidiaries constitutes a single facility and that all Indebtedness incurred thereunder by the Company and its Subsidiaries from time to time after the date hereof shall constitute "New Working Capital Indebtedness" for purposes of this Agreement);

"Note Collateral Agent" shall mean Wilmington Trust Company and any successors thereof appointed in accordance with the terms of this Agreement, in each case as collateral agent for the holders of the Note Obligations;

"Note Obligation Documents" shall mean, collectively, the documents and instruments governing or evidencing the Note Obligations and shall include, without limitation, the Indenture, the Notes, the Second Lien Documents and this Agreement;

"Note Obligations" shall mean all present and future:

(a) unpaid principal of, premium, if any, and interest on, the Notes (including, without limitation, interest accruing at the then applicable rate provided in the instruments governing the Notes after the maturity of the Notes and interest accruing at the then applicable rate provided in such instruments after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Grantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other obligations and liabilities of any Grantor to the Trustee, to the Note Collateral

Agent or to any Indenture Noteholder, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, the Indenture, the Notes, any Second Lien Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, premium, interest, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Trustee, to the Note Collateral Agent or to any Indenture Noteholder that are required to be paid by any Grantor pursuant to the Indenture) or otherwise (all of the obligations and Indebtedness referred to in this clause (a), the "Indenture Obligations"); and

(b) any Other Second Lien Obligations;

"Notes" shall have the meaning set forth in the recitals hereto;

"Notice of an Actionable Event" shall mean (a) a certificate delivered to the Administrative Agent by the Controlling Party which states that an Actionable Event has occurred with respect to the Secured Obligations represented by such Controlling Party or (b) whether or not any certificate or notice thereof shall have been delivered to the Administrative Agent, a Bankruptcy Event of Default. A Notice of an Actionable Event has been "given" (i) in the case of a Bankruptcy Event of Default, when such Bankruptcy Event of Default occurs or (ii) in the case of any other Notice of an Actionable Event, when the certificate referred to in clause (a) of the immediately preceding sentence has actually been received by the Administrative Agent. A Notice of an Actionable Event has been "rescinded" when, after a Notice of an Actionable Event (other than a Bankruptcy Event of Default) has been given, the Administrative Agent determines that there exists no Actionable Event or when, after a Bankruptcy Event of Default, such Bankruptcy Event of Default is no longer continuing. A Notice of an Actionable Event is "outstanding" at all times after such Notice of an Actionable Event has been given until such time, if any, as such Notice of an Actionable Event has been rescinded. For purposes of this definition of "Notice of Actionable Event," (w) when the Controlling Party is the Bank Agent, the Secured Obligations represented by the Controlling Party are the Credit Agreement Obligations, (x) when the Controlling Party is the Trustee, the Secured Obligations represented by the Controlling Party are the Indenture Obligations, (y) when the Controlling Party is the Person selected pursuant to clause (b)(i) of the definition thereof, the Secured Obligations represented by the Controlling Party are the Eligible Obligations, and (z) when the Controlling Party is the Person selected pursuant to clause (d) of the definition thereof, the Secured Obligations represented by the Controlling Party are the Other Second Lien Obligations. Any Notice of Actionable Event given by the Trustee when it is the Controlling Party with respect to certain Collateral pursuant to clause (a)(ii) or (b)(ii) of the definition of "Controlling Party" shall be effective only in respect of Collateral not subject to the lien of the First Lien Documents;

"Officers' Certificate" shall mean a certificate signed by (a) the Chief Executive Officer, President or any Vice President of the Company and (b) the Chief Financial Officer, Treasurer or Controller of the Company;

"Other Hedging Obligations" shall mean Indebtedness and obligations of the Company or any of its Subsidiaries in respect of any Hedging Agreement, in each case which are owing to a Person which is not a Lender (or an affiliate thereof) on the date hereof and which Indebtedness and obligations are in existence on the date hereof;

"Other Permitted First Lien Obligations" shall have the meaning assigned to such term in clause (g) of the definition of the term "Eligible Obligation";

"Other Permitted Second Lien Obligations" shall have the meaning assigned to such term in clause (b) of the definition of the term "Other Second Lien Obligation";

"Other Second Lien Obligation" shall mean shall mean, as to any Person, any obligations and Indebtedness of such Person which constitutes (a) any portion of the obligations or Indebtedness in respect of any successor or replacement Credit Agreement that has been designated by the Company pursuant to Section 5.2(f) as an "Other Second Lien Obligation" or (b) any other obligations or Indebtedness of such Person permitted by the terms of the Credit Agreement to be designated by the Company as an "Other Second Lien Obligation" so long as such designation does not violate the Indenture ("Other Permitted Second Lien Obligations"), including, in each such case and without limitation, all obligations to pay principal and interest on indebtedness for borrowed money, all obligations to pay principal and interest in respect of bonds, debentures, notes and similar instruments, unpaid reimbursement obligations in respect of letters of credit and like instruments, obligations under interest rate, currency, commodity and similar swap and exchange agreements and in respect of foreign exchange transactions, and all obligations to pay commitment fees, agents' fees, letter of credit commissions, costs, expenses and other charges and amounts relating thereto; provided, however, that "Other Second Lien Obligations" shall not include any obligations and Indebtedness of the Company and its Subsidiaries to any Person unless such obligations and Indebtedness are designated as "Other Second Lien Obligations" in accordance with Section 6.1;

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

"Principal Amount" shall mean at any time, without duplication,
(a) with respect to any Secured Obligations comprised of Indebtedness for borrowed money or evidenced by notes or similar instruments, the aggregate outstanding principal amount of such Indebtedness at such time (without regard to the amount of any related obligations for interest, fees or other amounts) and (b) with respect to any other Secured Obligations, the aggregate exposure at such time of the holder of such Secured Obligations that is equivalent to principal amount (as reasonably determined by (i) in the case of any such other Secured Obligations that are Eligible Obligations, the Administrative Agent or any other Person designated by the Administrative Agent and (ii) in the case of any such other Secured Obligations that are Other Second Lien Obligations, the Note Collateral Agent or any other Person designated by the Note Collateral Agent);

"Reimbursement Obligations" shall mean the obligation of the Company to reimburse the issuing lender pursuant to the Credit Agreement for amounts drawn under Letters of Credit issued by such issuing lender under the Credit Agreement;

"Required Lenders" shall have the meaning assigned to such term in the Credit Agreement (or, in the case of any successor or replacement agreement, the meaning assigned to such term or any other defined term having a similar purpose);

"Revlon" shall have the meaning set forth in the recitals hereto;

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

"Second Collateral Estate" shall have the meaning set forth in
Section 3.1(c) hereof;

"Second Lien Documents" shall mean, collectively, all documents, now existing or hereafter arising, that create or purport to create in favor of the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a security interest in property to secure payment or performance of the Note Obligations, in each case other than any security documents that secure only the obligations owing in respect of any Other Second Lien Obligations; it being understood that the term "Second Lien Documents" shall include (a) all Security Documents (as defined in the Indenture as in effect on the date hereof) but shall exclude the Indenture Guarantees (as defined in the Indenture) and (b) with respect only to the liens granted to the Note Collateral Agent in Sections 4.1, 4.9 and 6.7 hereof, this Agreement;

"Second Lien Termination Date" shall mean either (a) the release of all liens under the Second Lien Documents in accordance with the terms of this Agreement or (b) all Indenture Obligations having been Fully Satisfied, whichever shall first occur;

"Secured Obligations" shall mean, collectively, the Bank Obligations, the Note Obligations and the Collateral Fees;

"Sharing Acknowledgement" shall have the meaning set forth in
Section 6.1 hereof;

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

"Temporary Cash Investments" shall have the meaning assigned to such term in the Indenture (or, if there is no such defined term in the Indenture, shall mean Cash Equivalents).

"Temporary Disposition Proceeds" shall have the meaning set forth in Section 4.9(b) hereof;

"Temporary Investment Account" shall have the meaning set forth in
Section 4.9(a) hereof;

"Termination Date" shall mean either (a) the date of release of all liens under both the First Lien Documents and the Second Lien Documents in accordance with the terms of this Agreement or (b) the first date upon which both the Credit Agreement Obligations and the Indenture Obligations are Fully Satisfied (regardless of whether any other Secured Obligations remain outstanding), whichever shall first occur;

"Trustee" shall mean Wilmington Trust Company and any successors thereof appointed in accordance with the terms of the Indenture, in each case as trustee for the Indenture Noteholders;

"Undrawn L/C Obligations" shall mean the portion, if any, of the Credit Agreement Obligations constituting the contingent obligation of the Company to reimburse each issuing lender in respect of the then undrawn and unexpired portions of Letters of Credit issued by such issuing lender under the Credit Agreement;

"unpaid" shall have the meaning set forth in Section 4.3 hereof.

1.2 Construction of References. The terms defined in this Agreement shall, for purposes of this Agreement, have the meanings assigned to them and shall include the plural as well as the singular. All references in this Agreement to designated Sections and other subdivisions are to designated Sections and other subdivisions of this Agreement, and the words "herein," "hereof," and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision. Except as otherwise indicated, all the agreements or instruments herein defined or referred to shall mean such agreements or instruments as the same may from time to time be supplemented or amended or the terms thereof waived or modified to the extent permitted by, and in accordance with, the terms thereof. All references in this Agreement to "the date hereof" and other words of similar import refer to November 30, 2001.

1.3 Acts by Holders of Secured Obligations. Any request, demand, authorization, direction, notice or consent, waiver or other action permitted or required by this Agreement to be given or taken by holders of the Secured Obligations or by the Controlling Party may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Persons either in person or by one or more duly authorized agents and, except as otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Administrative Agent or the Note Collateral Agent, as applicable. The instrument or instruments evidencing such action (and the action embodied therein and evidenced thereby) are sometimes referred to herein as the "Act" of the Persons signing such instrument or instruments. The Administrative Agent or the Note Collateral Agent, as applicable, shall be entitled to rely absolutely upon an Act of the holders of the Secured Obligations or the Controlling Party, if such Act purports to be taken by or on behalf of the

Person in question, and nothing in this Section 1.3 or in this Agreement shall require or be construed to require the Administrative Agent or the Note Collateral Agent, as applicable, to demonstrate that such Person has been authorized by any holders of the Secured Obligations or the Controlling Party to take the action which such Person purports to be taking, the Administrative Agent or the Note Collateral Agent, as applicable, being entitled to rely conclusively, and shall be fully protected in relying, on an Act of such Person.

1.4 Determination of Amounts of Secured Obligations. (a) Whenever the Administrative Agent is required to determine the existence or amount (including, without limitation, the Principal Amount) of any of the Credit Agreement Obligations for any purpose of this Agreement, it shall (unless otherwise directed by a court of competent jurisdiction) be entitled to determine such amounts on the basis of a certification to it of such amounts by the Bank Agent.

(b) Whenever the Administrative Agent is required to determine the existence or amount (including, without limitation, the Principal Amount) of any of the Bank Obligations (other than any Credit Agreement Obligations) for any purpose of this Agreement, it shall (unless otherwise directed by a court of competent jurisdiction) be entitled to determine such amounts on the basis of a certification to it of such amounts by the Company; provided, however, that if, upon the request of the Administrative Agent, the Company shall fail to provide the certification as to the existence or amount of any Bank Obligation as contemplated above within a reasonable period of time, the Administrative Agent shall be entitled to determine such existence or amount by such method as the Administrative Agent may, in its sole discretion, determine. The Administrative Agent may rely conclusively, and shall be fully protected in relying, on any determination made by it in accordance with the provisions of the immediately preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any holder of any Bank Obligation or any other Person as a result of such determination.

(c) Whenever the Administrative Agent or the Note Collateral Agent is required to determine the existence or amount (including, without limitation, the Principal Amount) of any of the Indenture Obligations for any purpose of this Agreement, it shall (unless otherwise directed by a court of competent jurisdiction) be entitled to determine such amounts on the basis of a certification to it of such amounts by the Trustee.

(d) Whenever the Administrative Agent or the Note Collateral Agent is required to determine the existence or amount (including, without limitation, the Principal Amount) of any of the Other Second Lien Obligations for any purpose of this Agreement, it shall (unless otherwise directed by a court of competent jurisdiction) be entitled to determine such amounts on the basis of a certification to it of such amounts by the Company; provided, however, that if, upon the request of the Administrative Agent or the Note Collateral Agent, as applicable, the Company shall fail to provide the certification as to the existence or amount of any Other Second Lien Obligation as contemplated above within a reasonable period of time, the Administrative Agent or the Note Collateral Agent, as applicable, shall be entitled to determine such existence or amount by such method as the Administrative Agent or the Note Collateral Agent, as applicable, may, in its sole discretion, determine. Each of the Administrative Agent and the Note Collateral Agent may rely conclusively, and shall be fully protected in relying, on

any determination made by it in accordance with the provisions of the immediately preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any holder of any Other Second Lien Obligation or any other Person as a result of such determination.

(e) Upon any request of the Administrative Agent from time to time, the Company will furnish a certificate to the Administrative Agent as to the existence or amount of, and the holder of, any Secured Obligation and the representative, if any, of each class of Secured Obligations and, if so requested, such certificate shall set forth all the Secured Obligations. Any certificate by the Company under this Section 1.4 shall be in the form of an Officers' Certificate.

2. AUTHORITY OF ADMINISTRATIVE AGENT.

General Authority of the Administrative Agent under the First Lien Documents.
(a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in its or his own name, from time to time in the Administrative Agent's reasonable discretion to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Agreement and the First Lien Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Administrative Agent shall have all powers and remedies set forth in the First Lien Documents subject to the terms of this Agreement.

(b) By acceptance of the benefits of this Agreement and the First Lien Documents, the Bank Agent and each other holder of Bank Obligations shall be deemed irrevocably (i) to consent to the appointment of the Administrative Agent as its agent hereunder and under the First Lien Documents, (ii) to confirm that the Administrative Agent shall have the authority to act as the exclusive agent of such Person for enforcement of any provisions of this Agreement and the First Lien Documents against any Grantor or the exercise of remedies hereunder or thereunder subject to the terms of this Agreement, (iii) to agree that such Person shall not take any action to enforce any provisions of this Agreement or any First Lien Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the First Lien Documents.

(c) The Administrative Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the First Lien Documents and the Collateral granted to the Administrative Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the "First Collateral Estate") under and subject to the conditions set forth in this Agreement; and the Administrative Agent further agrees that it will hold such First Collateral Estate for the benefit of the holders of the Bank Obligations, as security for the payment and performance of all Bank Obligations, subject to the limits set forth in the First Lien Documents and this Agreement.

2.2 Right to Initiate Judicial Proceedings. The Administrative Agent, in accordance with the provisions of Sections 2.7 and 7, (a) shall have the right and power to institute and maintain such suits and proceedings as it may deem appropriate to protect and enforce the rights

vested in it by this Agreement and each First Lien Document and (b) may, either after entry, or without entry, proceed by suit or suits at law or in equity to enforce such rights and to foreclose upon the Collateral subject to the First Lien Documents and to sell all or, from time to time, any of such Collateral under the judgment or decree of a court of competent jurisdiction.

2.3 Right to Appoint a Receiver. Subject to Section 2.7, upon the filing of a bill in equity or other commencement of judicial proceedings to enforce the rights of the Administrative Agent under this Agreement or any First Lien Document, the Administrative Agent shall, to the extent permitted by law, with notice to the Company but without notice to any party claiming through the Grantors, without regard to the solvency or insolvency at the time of any Person then liable for the payment of any of the Bank Obligations, without regard to the then value of the First Collateral Estate, and without requiring any bond from any complainant in such proceedings, be entitled as a matter of right to the appointment of a receiver or receivers of the First Collateral Estate, or any part thereof, and of the rents, issues, tolls, profits, royalties, revenues and other income thereof, pending such proceedings, with such powers as the court making such appointment shall confer, and to the entry of an order directing that the rents, issues, tolls, profits, royalties, revenues and other income of the property constituting the whole or any part of the First Collateral Estate be segregated, sequestered and impounded for the benefit of the Administrative Agent and the holders of the Bank Obligations, and each Grantor irrevocably consents to the appointments of such receiver or receivers and to the entry of such order; provided that, notwithstanding the appointment of any receiver, the Administrative Agent shall be entitled to retain possession and control of all cash and Cash Equivalents held by or deposited with it pursuant to this Agreement or any First Lien Document (it being agreed, however, that all such cash and Cash Equivalents shall be deposited in to the Collateral Account and held by the Administrative Agent pursuant to Section 4.1 as part of the Collateral Estate).

2.4 Exercise of Powers. All of the powers, remedies and rights of the Administrative Agent as set forth in this Agreement may be exercised by the Administrative Agent in respect of any First Lien Document as though set forth in full therein and all of the powers, remedies and rights of the Administrative Agent as set forth in any First Lien Document may be exercised from time to time as herein and therein provided.

2.5 Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Administrative Agent herein or in the First Lien Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any First Lien Document or now or hereafter existing at law or in equity or by statute subject to Section 2.7.

(b) No delay or omission by the Administrative Agent to exercise any right, remedy or power hereunder or under any First Lien Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Agreement or any First Lien Document to the Administrative Agent may be exercised from time to time and as often as may be deemed expedient by the Administrative Agent.

(c) If the Administrative Agent shall have proceeded to enforce any right, remedy or power under this Agreement or any First Lien Document and the proceeding for the

enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Administrative Agent, then the Grantors, the Administrative Agent, the other parties hereto and the other holders of Secured Obligations shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Collateral Estate and in all other respects, and thereafter all rights, remedies and powers of the Administrative Agent shall continue as though no such proceeding had been taken.

(d) All rights of action and of asserting claims upon or under this Agreement and the First Lien Documents may be enforced by the Administrative Agent without the possession of any instrument evidencing any Bank Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Administrative Agent shall be, subject to Sections 7.5(c) and 7.10(b)(ii), brought in its name as Administrative Agent and any recovery of judgment shall be deposited into the Collateral Account and held by the Administrative Agent pursuant to Section 4.1 as part of the Collateral Estate.

2.6 Limitation on Administrative Agent's Duty in Respect of Collateral. Beyond its duties as to the custody thereof expressly provided herein or in any First Lien Document and to account to the holders of the Secured Obligations and the Grantors for moneys and other property received by it hereunder or under any First Lien Document, the Administrative Agent shall not have any duty to the Grantors, any other party hereto or to the holders of the Secured Obligations as to any Collateral in its possession or control or in the possession or control of any of its agents or nominees, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto unless arising from the gross negligence or willful misconduct of the Administrative Agent.

2.7 Limitations on Powers. Notwithstanding anything to the contrary contained herein or in any First Lien Document or any other Bank Obligation Document, each of the parties hereto acknowledges and agrees that (a) only the Administrative Agent is entitled to enforce the provisions of the First Lien Documents and exercise remedies thereunder, (b) only the Controlling Party is entitled to direct the actions of the Administrative Agent hereunder and under the First Lien Documents and (c) the Administrative Agent shall not be entitled to exercise remedies under the First Lien Documents unless a Notice of Actionable Event is outstanding.

3. AUTHORITY OF NOTE COLLATERAL AGENT.

3.1 General Authority of the Note Collateral Agent under the Second Lien Documents. (a) Each Grantor hereby irrevocably constitutes and appoints the Note Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in its or his own name, from time to time in the Note Collateral Agent's discretion to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Agreement and the Second Lien Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Note Collateral Agent shall have all powers and remedies set forth in the Second Lien Documents subject to the terms of this Agreement.

(b) By acceptance of the benefits of this Agreement and the Second Lien Documents, the Trustee and each other holder of Note Obligations shall be deemed irrevocably (i) to consent to the appointment of the Note Collateral Agent as its agent hereunder and under the Second Lien Documents, (ii) to confirm that the Note Collateral Agent shall have the authority to act as the exclusive agent of such Person for enforcement of any provisions of this Agreement and the Second Lien Documents against any Grantor or the exercise of remedies hereunder or thereunder subject to the terms of this Agreement, (iii) to agree that such Person shall not take any action to enforce any provisions of this Agreement or any Second Lien Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Second Lien Documents.

(c) The Note Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Second Lien Documents and the Collateral granted to the Note Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the "Second Collateral Estate") under and subject to the conditions set forth in this Agreement; and the Note Collateral Agent further agrees that it will hold such Second Collateral Estate for the benefit of the holders of the Note Obligations, as security for the payment and performance of all Note Obligations, subject to the limits set forth in the Second Lien Documents and this Agreement.

3.2 Right to Initiate Judicial Proceedings. The Note Collateral Agent, in accordance with the provisions of Sections 3.7 and 7, (a) shall have the right and power to institute and maintain such suits and proceedings as it may deem appropriate to protect and enforce the rights vested in it by this Agreement and each Second Lien Document and (b) may, either after entry, or without entry, proceed by suit or suits at law or in equity to enforce such rights and to foreclose upon the Collateral subject to the Second Lien Documents and to sell all or, from time to time, any of such Collateral under the judgment or decree of a court of competent jurisdiction.

3.3 Right to Appoint a Receiver. Subject to Section 3.7, upon the filing of a bill in equity or other commencement of judicial proceedings to enforce the rights of the Note Collateral Agent under this Agreement or any Second Lien Document, the Note Collateral Agent shall, to the extent permitted by law, with notice to the Company but without notice to any party claiming through the Grantors, without regard to the solvency or insolvency at the time of any Person then liable for the payment of any of the Note Obligations, without regard to the then value of the Second Collateral Estate, and without requiring any bond from any complainant in such proceedings, be entitled as a matter of right to the appointment of a receiver or receivers of the Second Collateral Estate, or any part thereof, and of the rents, issues, tolls, profits, royalties, revenues and other income thereof, pending such proceedings, with such powers as the court making such appointment shall confer, and to the entry of an order directing that the rents, issues, tolls, profits, royalties, revenues and other income of the property constituting the whole or any part of the Second Collateral Estate be segregated, sequestered and impounded for the benefit of the Note Collateral Agent and the holders of the Note Obligations, and each Grantor irrevocably consents to the appointments of such receiver or receivers and to the entry of such order; provided that, notwithstanding the appointment of any receiver, the Note Collateral Agent shall be entitled to retain possession and control of all cash and Cash Equivalents held by or deposited with it pursuant to this Agreement or any Second Lien Document (it being agreed, however, that all such cash and Cash Equivalents shall be delivered to the Administrative Agent

pursuant to Section 4.6 and held by the Administrative Agent pursuant to
Section 4.1 as part of the Collateral Estate).

3.4 Exercise of Powers. All of the powers, remedies and rights of the Note Collateral Agent as set forth in this Agreement may be exercised by the Note Collateral Agent in respect of any Second Lien Document as though set forth in full therein and all of the powers, remedies and rights of the Note Collateral Agent as set forth in any Second Lien Document may be exercised from time to time as herein and therein provided.

3.5 Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Note Collateral Agent herein or in the Second Lien Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Second Lien Document or now or hereafter existing at law or in equity or by statute subject to Section 3.7.

(b) No delay or omission by the Note Collateral Agent to exercise any right, remedy or power hereunder or under any Second Lien Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Agreement or any Second Lien Document to the Note Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Note Collateral Agent.

(c) If the Note Collateral Agent shall have proceeded to enforce any right, remedy or power under this Agreement or any Second Lien Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Note Collateral Agent, then the Grantors, the Note Collateral Agent, the other parties hereto and the other holders of Secured Obligations shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Collateral Estate and in all other respects, and thereafter all rights, remedies and powers of the Note Collateral Agent shall continue as though no such proceeding had been taken.

(d) All rights of action and of asserting claims upon or under this Agreement and the Second Lien Documents may be enforced by the Note Collateral Agent without the possession of any instrument evidencing any Note Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Note Collateral Agent shall be, subject to Sections 7.5(c) and 7.10(d)(ii), brought in its name as Note Collateral Agent and any recovery of judgment with respect to Collateral that is subject to the security interests granted under the First Lien Documents shall be delivered to the Administrative Agent pursuant to Section 4.6 and held by the Administrative Agent pursuant to Section 4.1 as part of the Collateral Estate.

3.6 Limitation on Note Collateral Agent's Duty in Respect of Collateral. Beyond its duties as to the custody thereof expressly provided herein or in any Second Lien Document and to account to the holders of the Secured Obligations and the Grantors for moneys and other property received by it hereunder or under any Second Lien Document, the Note Collateral Agent shall not have any duty to the Grantors, any other party hereto or to the holders of the

Secured Obligations as to any Collateral in its possession or control or in the possession or control of any of its agents or nominees, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto unless arising from the gross negligence or willful misconduct of the Note Collateral Agent.

3.7 Limitations on Powers. Notwithstanding anything to the contrary contained herein or in any Second Lien Document or any other Note Obligation Document, each of the parties hereto acknowledges and agrees that (a) only the Note Collateral Agent is entitled to enforce the provisions of the Second Lien Documents and exercise remedies thereunder, (b) with respect to Collateral that is subject to a security interest granted under both the First Lien Documents and the Second Lien Documents, only the Controlling Party is entitled to direct the actions of the Note Collateral Agent hereunder and under the Second Lien Documents, (c) with respect to Collateral that is subject to a security interest granted under both the First Lien Documents and the Second Lien Documents, the Note Collateral Agent shall not be entitled to exercise remedies under the Second Lien Documents unless a Notice of Actionable Event is outstanding and the First Lien Termination Date shall have occurred, (d) with respect to Collateral that is subject to a security interest granted only under the Second Lien Documents, only the Trustee (or the Person referred to in clause (d) of the definition of "Controlling Party" under the circumstances set forth therein) is entitled to direct the actions of the Note Collateral Agent hereunder and under the Second Lien Documents and
(e) with respect to Collateral that is subject to a security interest granted only under the Second Lien Documents, the Note Collateral Agent shall not be entitled to exercise remedies under the Second Lien Documents unless a Notice of Actionable Event relating to the Note Obligations or a Bankruptcy Event of Default is outstanding (whether or not the First Lien Termination Date has occurred); provided that this Section shall not impair the Note Collateral Agent from otherwise taking any action deemed proper by it to preserve the rights of the holders of the Note Obligations under the Second Lien Documents (including by way of filing proofs of claim or otherwise).

4. PROCEEDS; PAYMENTS BY ADMINISTRATIVE AGENT.

4.1 Collateral Account. Upon the execution hereof there shall be established and at all times thereafter, there shall be maintained by the Administrative Agent at its office at 270 Park Avenue, New York, New York 10017, or at such other office as the Administrative Agent may designate to the Company and the Note Collateral Agent in writing from time to time, an account (the "Collateral Account") into which all monies received by the Administrative Agent, the Note Collateral Agent or any agent or nominee of the Administrative Agent or of the Note Collateral Agent as a result of actions taken by it or the holders of the Secured Obligations while a Notice of an Actionable Event remains outstanding in respect of the Collateral Documents on account of the Secured Obligations, and any monies received as a result of investments made as contemplated by Section 4.5 hereof, shall be deposited and held by the Administrative Agent as part of the Collateral Estate. All right, title and interest in and to the Collateral Account shall vest exclusively in the Administrative Agent, for the benefit of the holders of the Secured Obligations, and shall be held by the Administrative Agent hereunder subject to the terms hereof. No Grantor shall have any rights with respect to the Collateral Account and the Administrative Agent shall have exclusive dominion and control over the Collateral Account and the monies deposited therein; provided that the Administrative Agent shall at all times act in accordance with the provisions of this Agreement. Monies deposited in the Collateral Account and all

certificates and instruments evidencing investments made with monies deposited in the Collateral Account pursuant to Section 4.5 hereof shall constitute security for the Secured Obligations and shall be applied or disbursed in accordance with the terms of this Agreement. Each Grantor hereby pledges and assigns to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a security interest in, all right, title or interest (if any) which such Grantor now has or may hereafter have or purport or claim to have in or to the Collateral Account, any monies deposited therein, any investments made with such monies and any certificates or instruments evidencing such investments (and all proceeds thereof), subject to the terms hereof.

4.2 Application of Proceeds.

(a) Collateral Fees. The Administrative Agent shall have the right at any time to apply moneys held by it in the Collateral Account to the payment of due and unpaid Collateral Fees.

(b) General Application. While a Notice of Actionable Event is outstanding, the cash proceeds of, or any other monies received in connection with, the Collateral Documents including, without limitation, the proceeds of any sales of, or collections on, any of the Collateral pledged thereby, which cash proceeds or other monies have been deposited in the Collateral Account pursuant to Section 4.1 hereof or earned therein (it being understood that the Administrative Agent may liquidate investments prior to maturity in order to make a distribution pursuant to this Section 4.2) (cash proceeds, other monies and earnings, the "Collateral Proceeds"), shall be applied (subject to the provisions of Sections 1.4, 4.2(d) and 7.2(b)) by the Administrative Agent in the following order of priority (with such distributions being made by the Administrative Agent as provided in Section 4.2(c), and with each of the Bank Agent and the Trustee being responsible for insuring that amounts distributed to it are distributed to the Lenders and the Indenture Noteholders, as applicable, in the order of priority set forth below):

First: to the Administrative Agent for any unpaid Collateral Fees and then to any holder of Bank Obligations which has theretofore advanced or paid any Collateral Fees constituting administrative expenses allowable under Section 503(b) of the Bankruptcy Code, an amount equal to the amount thereof so advanced or paid by such holder and for which such holder has not been reimbursed prior to the date of such distribution, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such holders in proportion to the amounts of such Collateral Fees advanced by the respective holders of Bank Obligations and remaining unpaid on such date;

Second: to any holder of Bank Obligations which has theretofore advanced or paid any Collateral Fees other than such administrative expenses, an amount equal to the amount thereof so advanced or paid by such holder and for which such holder has not been reimbursed prior to the date of such distribution, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such holders in proportion to the amounts of such Collateral Fees advanced by the respective holders of Bank Obligations and remaining unpaid on such date;

Third: to the holders of Bank Obligations in an amount equal to the unpaid principal and accrued interest, premium, fees and other charges in respect of such Bank Obligations then outstanding whether or not then due and payable, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to the holders of Bank Obligations in proportion to the unpaid amounts thereof on the date of such distribution;

Fourth: to the holders of Bank Obligations, amounts equal to all other sums which constitute Bank Obligations, including without limitation the costs and expenses of the holders of Bank Obligations and their representatives which are due and payable under the Credit Agreement and any other Bank Obligation Documents as of the date of such distribution, and, if such moneys shall be insufficient to pay such amounts in full, then ratably to the holders of Bank Obligations in proportion to the unpaid amounts thereof on such date;

Fifth: to the Note Collateral Agent for any unpaid Collateral Fees and then to any holder of Note Obligations which has theretofore advanced or paid any Collateral Fees constituting administrative expenses allowable under Section 503(b) of the Bankruptcy Code, an amount equal to the amount thereof so advanced or paid by such holder and for which such holder has not been reimbursed prior to the date of such distribution, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such holders in proportion to the amounts of such Collateral Fees advanced by the respective holders of Note Obligations and remaining unpaid on such date;

Sixth: to any holder of Note Obligations which has theretofore advanced or paid any Collateral Fees other than such administrative expenses, an amount equal to the amount thereof so advanced or paid by such holder and for which such holder has not been reimbursed prior to the date of such distribution, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such holders in proportion to the amounts of such Collateral Fees advanced by the respective holders of Note Obligations and remaining unpaid on such date;

Seventh: to the holders of Note Obligations in an amount equal to the unpaid principal and accrued interest, premium, fees and other charges in respect of such Note Obligations then outstanding whether or not then due and payable, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to the holders of Note Obligations in proportion to the unpaid amounts thereof on the date of such distribution;

Eighth: to the holders of Note Obligations, amounts equal to all other sums which constitute Note Obligations, including without limitation the costs and expenses of the holders of Note Obligations and their representatives which are due and payable as of the date of such distribution under the Indenture and any other Note Obligation Documents, and, if such moneys shall be insufficient to pay such amounts in full, then ratably to the holders of Note Obligations in proportion to the unpaid amounts thereof on such date; and

Ninth: any surplus then remaining shall be paid to the Company or its successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, subject, however, to the rights of the holders of any then existing liens thereon of which the Administrative Agent has actual notice.

(c) Payments to Representatives. The Administrative Agent shall make all payments and distributions under this Section: (i) on account of Credit Agreement Obligations to the Bank Agent, pursuant to directions of the Bank Agent, for re-distribution in accordance with the provisions of the Credit Agreement; (ii) on account of Bank Obligations (other than Credit Agreement Obligations) to the relevant holder of such Bank Obligations or representative thereof (as notified to the Administrative Agent pursuant to Section 1.4(e));
(iii) on account of Note Obligations (subject to Section 4.2(d)) to the Trustee, pursuant to directions of the Trustee, for re-distribution in accordance with the provisions of the Indenture; and (iv) on account of Other Second Lien Obligations to the relevant holder of such Other Second Lien Obligations or representative thereof (as notified to the Administrative Agent pursuant to Section 1.4(e)).

(d) Application of Moneys Distributable to Trustee. If at any time any moneys collected or received by the Administrative Agent pursuant to this Agreement are distributable pursuant to Section 4.2 to the Trustee, and if the Trustee shall notify the Administrative Agent in writing that no provision is made under the Indenture for the application by such Trustee of such moneys (whether because the Note Obligations under such Indenture have not become due and payable or otherwise) and that such Indenture does not effectively provide for the receipt and the holding by such Trustee of such moneys pending the application thereof, then the Administrative Agent, after receipt of such notification, shall, at the direction of the Trustee, invest such amounts in Temporary Cash Investments maturing within 90 days after they are acquired by the Administrative Agent or, in the absence of such direction, hold such moneys uninvested and shall hold all such amounts so distributable and all such investments and the net proceeds thereof in trust solely for such Trustee (in its capacity as trustee) and for no other purpose until such time as such Trustee shall request in writing the delivery thereof by the Administrative Agent for application pursuant to such Indenture.

(e) Application to Secured Obligations. (i) Any portion of Collateral Proceeds which is to be applied to a particular level of priority under clause Third or Fourth of Section 4.2(b) shall be applied to the Bank Obligations sharing such level of priority pro rata in accordance with the aggregate unpaid amounts of such obligations and without priority of one over any other, provided, however, that the order of priority as among the holders of Bank Obligations may be changed with the consent of the Bank Agent under any Credit Agreement then in effect (subject to the terms of subsection 14.1 of the Credit Agreement or any comparable provision of any successor or replacement Credit Agreement) but without the consent of the holders of any other Secured Obligations.

(ii) Any portion of Collateral Proceeds which is to be applied to a particular level of priority under clause Seventh or Eighth under
Section 4.2(b) shall be applied to the Note Obligations sharing such level of priority pro rata in accordance with the aggregate unpaid amounts of such obligations and without priority of one over any other, provided, however, that the order of priority as among the holders of Note Obligations may be changed with the consent of the Trustee under any Indenture then in effect

(subject to the terms of Article IX of the Indenture or any comparable provision of any successor or replacement Indenture) and the consent of a majority in interest of the holders of any Other Second Lien Obligations then included in Note Obligations but without the consent of the holders of any other Secured Obligations.

(iii) Notwithstanding anything to the contrary contained in this Agreement and so long as any of the Credit Agreement, the Indenture or any other credit agreements or indentures of the Company are in effect, (A) in no event shall any obligations be secured by a lien on the Collateral to the extent that any of the Credit Agreement, the Indenture or any such other credit agreements or indentures of the Company would be violated and (B) in no event shall any Collateral Proceeds received on account of any assets be applied to the payment of any Secured Obligations to the extent that such payment would violate any of the Credit Agreement, the Indenture or any such other credit agreements or indentures of the Company, provided that the foregoing provisions of this clause (iii) shall not apply to (v) Secured Obligations in respect of the Credit Agreement as in effect as of the date hereof and the other Credit Documents referred to therein, (w) the Indenture dated as of November 30, 2001 and the Notes issued thereunder on such date (or any replacement Notes issued thereunder), (x) Lender Hedging Obligations,
(y) Lender Cash Management Obligations and (z) any other Eligible Obligations listed on the Sharing Acknowledgement dated as of the date hereof. Notwithstanding anything to the contrary contained herein, the determinations of whether a particular obligation may not be secured and whether a particular application of Collateral Proceeds may not be made pursuant to this Section 4.2(e)(iii) shall be made exclusively by the Administrative Agent based on the certifications provided by the Company pursuant to Section 6.1, which determinations may be made at the time such Secured Obligations are designated as such under this Agreement, and the determinations thereof by the Administrative Agent shall (in the absence of gross negligence or willful misconduct) be binding upon all holders of the Secured Obligations. In addition, Lender Hedging Obligations shall not receive the benefit of being included in clause
(x) above unless they are either (I) foreign exchange contracts entered into in the ordinary course of business of the Company and its Subsidiaries for the purpose of providing foreign exchange for their respective operating requirements or of hedging currency exposure or
(II) other types of Hedging Agreements which are not leveraged and which have the sole purpose of netting the economic position and obligations of the Company and its Subsidiaries.

4.3 Amounts of Secured Obligations. Whenever a distribution pursuant to the provisions of Section 4.2 hereof is to be made, the Administrative Agent will make such distribution on the basis of the unpaid amounts thereof determined in accordance with the following two sentences. In the absence of a bankruptcy proceeding with respect to a Borrower at the time of such distribution, "unpaid" as used in this Agreement shall mean the amount of the Bank Obligations or Note Obligations, as the case may be, of such Borrower determined as provided in Section 1.4 hereof. During the pendency of a bankruptcy proceeding with respect to a Borrower at the time of such distribution, "unpaid" shall mean all amounts allowed by the bankruptcy court in respect of the Bank Obligations or Note Obligations, as the case may be, of such Borrower as a basis for distributions (including estimated amounts, if any, allowed in respect of contingent claims) but only to the extent that prior distributions have not been made in respect thereof.

4.4 Time and Manner of Making Payments. Unless the Administrative Agent shall have received specific instructions from the Controlling Party as to the date on which any monies included in the Collateral Account are to be distributed to the Persons entitled thereto under Section 4.2 hereof, in which case the Administrative Agent shall distribute such monies in accordance with such instructions (to the extent permitted by applicable law), all payments of such monies under this Section 4 shall be made at such time as the Administrative Agent may in its sole discretion determine. The Administrative Agent may enter into such foreign exchange transactions (including with itself or any of its affiliates) as may, in its discretion, be reasonably necessary to make any application provided for in Section 4.2 (but the Administrative Agent shall not be required to make any application on account of any Secured Obligations in the currency of such Secured Obligation) and to use such foreign exchange rates as it may determine are reasonable in the circumstances for the purpose of determining the allocation of any application provided for therein. With respect to Secured Obligations in the same priority of distribution that are in different currencies, the Administrative Agent may make applications thereto, to the extent reasonably appropriate so as to avoid foreign exchange transactions or calculations, in approximately ratable amounts.

4.5 Investment of Monies. Pending the disbursement thereof pursuant to the terms of this Agreement, all monies included in the Collateral Account shall (to the extent it is practical to do so) be invested by the Administrative Agent in Cash Equivalents (or, after the First Lien Termination Date, Temporary Cash Investments). The Administrative Agent shall not be responsible for any diminution in funds resulting from such investments or any liquidation prior to maturity.

4.6 Obligation of Holders of the Secured Obligations. By its acceptance of the benefits hereof and of the other Collateral Documents applicable to its Secured Obligations, the Note Collateral Agent and each other holder of Secured Obligations agrees to deliver to the Administrative Agent for deposit in the Collateral Account (and the Administrative Agent agrees to so deposit) (or, if applicable, to the Note Collateral Agent for deposit in the Additional Collateral Account (and the Note Collateral Agent agrees to so deposit)) any cash proceeds or any other monies received by it while a Notice of Actionable Event is outstanding pursuant to or under any Collateral Document, and prior to the delivery to the Administrative Agent (or, if applicable, to the Note Collateral Agent) of such cash proceeds or other monies received by it, to hold such cash proceeds or other monies in trust for the benefit of the Administrative Agent (or, if applicable, the Note Collateral Agent).

4.7 Contingent Obligations. (a) Notwithstanding anything to the contrary in Section 4.2(b) or 4.2(e)(i), any application of Collateral Proceeds that would otherwise be made pursuant to Section 4.2(b) on account of any unmatured or contingent unpaid Bank Obligations shall be set aside in the Collateral Account for the primary benefit of the holders of such Bank Obligations until and to the extent that (i) such Bank Obligations become matured and not contingent, at which time such application shall be made directly to the holders of such Bank Obligations or (ii) such Bank Obligations cease to exist, by virtue of the expiration thereof or otherwise, before becoming matured and not contingent, at which time such application shall be reapplied in accordance with Section 4.2(b). During any such period of such application being set aside as provided in the preceding sentence, the amount of any such application shall be invested as provided in Section 4.5 hereof.

(b) Notwithstanding anything to the contrary in Section 4.2(b) or 4.2(e)(ii), any application of Collateral Proceeds that would otherwise be made pursuant to Section 4.2(b) on account of any unmatured or contingent unpaid Note Obligations shall be set aside in the Collateral Account for the primary benefit of the holders of such Note Obligations until and to the extent that (i) such Note Obligations become matured and not contingent, at which time such application shall be made directly to the holders of such Note Obligations or (ii) such Note Obligations cease to exist, by virtue of the expiration thereof or otherwise, before becoming matured and not contingent, at which time such application shall be reapplied in accordance with Section
4.2(b). During any such period of such application being set aside as provided in the preceding sentence, the amount of any such application shall be invested as provided in Section 4.5 hereof.

4.8 Additional Collateral Account. Notwithstanding anything in this
Section 4 to the contrary, to the extent that any cash proceeds of, or other moneys received in connection with, the Collateral Documents arise from Collateral that is subject to liens of the Second Lien Documents but not of the First Lien Documents and would otherwise have been deposited in the Collateral Account, such proceeds shall instead be placed in a separate Collateral Account (the "Additional Collateral Account") maintained by the Note Collateral Agent. The Note Collateral Agent shall maintain and administer such Additional Collateral Account in accordance with the procedures established for the Collateral Account in this Agreement; provided that any distributions from such Additional Collateral Account shall be made without regard to clauses First, Second, Third and Fourth of Section 4.2(b).

4.9 Temporary Investment Account. (a) Upon the execution hereof there shall be established and at all times thereafter, there shall be maintained by the Administrative Agent at its office at 270 Park Avenue, New York, New York 10017, or at such other office as the Administrative Agent may designate to the Company and the Note Collateral Agent in writing from time to time, an account (the "Temporary Investment Account") into which the Grantors shall deposit any Temporary Disposition Proceeds (as defined below).

(b) The term "Temporary Disposition Proceeds" shall mean (i) in respect of any Asset Disposition (as defined in the Indenture or, in the case of any successor or replacement Indenture, the meaning assigned to such term or any other defined term having a similar purpose) of an asset that constitutes Collateral, any cash proceeds thereof which are required by the Indenture to be used for specified purposes and which, pending application of such cash proceeds for such purposes, the applicable Grantor has elected to invest in Temporary Cash Investments in accordance with the terms of Section 4.07 of the Indenture (or any comparable provision of any successor or replacement Indenture) (the "Asset Disposition Covenant") or (ii) upon the receipt thereof, any casualty insurance proceeds or condemnation awards payable in respect of any asset that constitutes Collateral which, if sold, would have been the subject of an Asset Disposition the proceeds of which would have been required by the Indenture to be used in accordance with the provisions of the Asset Disposition Covenant.

(c) Pending disbursement thereof pursuant to Section 4.9(e), all monies included in the Temporary Investment Account shall be invested by the Administrative Agent at the direction of the Company in Temporary Cash Investments, and any such Temporary Cash Investments may be liquidated or sold at the direction of the Company so long as the proceeds

thereof are deposited into the Temporary Investment Account until withdrawn in accordance with Section 4.9(e). The Administrative Agent shall not be responsible for any diminution in funds resulting from such investments or any liquidation prior to maturity.

(d) Each Grantor hereby pledges and assigns to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a security interest in, all right, title or interest (if any) which such Grantor now has or may hereafter have or purport or claim to have in or to the Temporary Investment Account, any monies deposited therein, any investments made with such monies and any certificates or instruments evidencing such investments (and all proceeds thereof), subject to the terms hereof.

(e) So long as no Notice of Actionable Event is outstanding, the Company shall have the right to withdraw funds from the Temporary Investment Account at any time and from time to time upon delivery to the Administrative Agent of an Officers' Certificate certifying that such funds shall be used at the time of such withdrawal by the Company or another Grantor for a purpose that is or would have been permitted by the Asset Disposition Covenant.

(f) Notwithstanding anything in this Section 4.9 to the contrary, to the extent that any Temporary Investment Proceeds arise from Collateral that is subject to liens of the Second Lien Documents but not of the First Lien Documents and would otherwise have been deposited in the Temporary Investment Account, such Temporary Investment Proceeds shall instead be placed in a separate account (the "Additional Temporary Investment Account") maintained by the Note Collateral Agent. The Note Collateral Agent shall maintain and administer such Additional Temporary Investment Account in accordance with the procedures established for the Temporary Investment Account in this Section 4.9 (including, without limitation, the Company's rights to direct the investment of funds in, and to withdraw funds from, such account); provided that any distributions from such Additional Temporary Investment Account shall be made without regard to clauses First, Second, Third and Fourth of Section 4.2(b).

5. ACKNOWLEDGEMENTS

5.1 Priority of Liens. Each of the Trustee and the Note Collateral Agent (a) acknowledges that each Grantor has granted a security interest in the Collateral owned by it on the date hereof under the First Lien Documents to the Administrative Agent, for the benefit of the holders of the Bank Obligations, to secure the Bank Obligations and that such security interest is prior in all respects to the second priority security interest in the Collateral granted to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, under the Second Lien Documents, (b) agrees that neither the Trustee, the Note Collateral Agent nor any holder of Note Obligations shall have any claim to or in respect of Collateral that is subject to the security interests granted under the First Lien Documents, or any proceeds of or realization on such Collateral, on a parity with or prior to the claim of the Bank Obligations and (c) agrees that notwithstanding such second priority security interest and any rights of the Trustee, the Note Collateral Agent and the holders of the Note Obligations in respect thereof under the Second Lien Documents or otherwise, so long (i) the First Lien Termination Date shall not have occurred and (ii) the applicable Collateral is subject to the security interests granted under the First Lien Documents, neither the Trustee, the Note Collateral Agent nor any holder of Note Obligations

shall have any right or claim in respect of the exercise of rights and remedies of the Administrative Agent and the Lenders, whether under the First Lien Documents or otherwise, in respect of the Collateral, nor shall the Administrative Agent or any Lender have any obligation regarding any such exercise or any other obligation or duty in respect of the interests of the Trustee, the Note Collateral Agent or the holders of the Note Obligations except as set forth in Section 5.2(e).

5.2 Rights in Collateral. (a) So long as the First Lien Termination Date shall not have occurred, the parties hereto agree that, after the date hereof, in no event shall the Note Collateral Agent, the Trustee or any holder of Note Obligations have a lien on or security interest in any collateral that is not subject to the first priority lien of the First Lien Documents, except to the extent that the Administrative Agent shall have released the lien of the First Lien Documents with respect to such collateral. Notwithstanding anything to the contrary contained in any Bank Obligation Document or any Note Obligation Document and irrespective of the time, order or method of attachment or perfection of the security interests created by the First Lien Documents or the Second Lien Documents, anything contained in any filing or agreement to which any party hereto, any Grantor, any Lender, any Indenture Noteholder or any other holder of Secured Obligations now or hereafter may be a party and the rules for determining priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to the First Lien Documents has and shall have priority, to the extent of any unpaid Bank Obligations, over any security interest in such Collateral pursuant to the Second Lien Documents.

(b) So long as the First Lien Termination Date shall not have occurred, whether or not any bankruptcy proceeding or similar event or proceeding has been commenced by or against any Grantor, (i) the Note Collateral Agent will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral that is subject to the security interests granted under the First Lien Documents, (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure, (C) contest, protest or object to any foreclosure proceeding or action brought by the Administrative Agent or any other exercise by the Administrative Agent of any rights and remedies under any Bank Obligation Documents relating to the Collateral that is subject to the security interests granted under the First Lien Documents or (D) object to the forbearance by the Administrative Agent from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral that is subject to the security interests granted under the First Lien Documents, and (ii) the Administrative Agent shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral that is subject to the security interests granted under the First Lien Documents; provided that this Section shall not impair the Note Collateral Agent from otherwise taking any action deemed proper by it to preserve the rights of the holders of the Note Obligations under the Second Lien Documents (including by way of filing proofs of claim or otherwise).

(c) In exercising rights and remedies with respect to the Collateral, the Administrative Agent may enforce the provisions of the First Lien Documents and exercise remedies thereunder and under any other Bank Obligation Documents, all in such order and in such manner as it may determine in the exercise of its sole business judgment, it being agreed that (i) any such exercise of remedies shall be subject to Section 2.7 and (ii) any Collateral

Proceeds shall be permanently applied in accordance with Section 4.2(b). Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition, to exercise rights and powers as a holder of the shares of stock included in the Collateral under the First Lien Documents or otherwise and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction.

(d) Upon any sale by the Administrative Agent of Collateral upon exercise of remedies under the Collateral Documents, the lien and security interest created pursuant to the First Lien Documents and the Second Lien Documents in such Collateral shall be automatically released, and upon any such sale the Note Collateral Agent shall, with respect to the Second Lien Documents, execute or cause to be executed such release documents and instruments and shall take such further actions as the Administrative Agent shall request. The Note Collateral Agent, for itself and on behalf of each holder of Note Obligations, hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent of the Administrative 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 Note Collateral Agent or such holder and in the name of the Note Collateral Agent or such holder or in the Administrative Agent's own name, from time to time in the Administrative Agent's discretion, for the purpose of carrying out the terms of this paragraph, 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 paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release.

(e) Subject to Section 5.2(f), in the event that the First Lien Termination Date shall have occurred, and at such time the Note Obligations are still outstanding and the Second Lien Documents are in effect, (A) the Note Collateral Agent shall automatically become the Administrative Agent hereunder with all the rights and powers of the Administrative Agent hereunder, and bound by the provisions hereof, without the need for any further action on the part of any party hereto, (B) if at such time the Collateral has been sold or otherwise disposed of and the Administrative Agent holds cash proceeds remaining after application as set forth in clauses First through Fourth of Section 4.2(b), the Administrative Agent shall turn over such remaining proceeds to the Note Collateral Agent for application as set forth in clauses Fifth through Ninth of Section 4.2(b) and (C) if at such time the Administrative Agent continues to hold any certificates representing shares of stock included in the Collateral or to hold any other Collateral, the Administrative Agent shall turn over such certificates and such other Collateral to the Note Collateral Agent to be held by it under the Second Lien Documents. In no event shall the Note Collateral Agent have any liability for the acts or omissions of the former Administrative Agent.

(f) In the event that, at any time (whether before or after the First Lien Termination Date), the Company enters into a new agreement which the Company (with the consent of the Bank Agent in the event that the Credit Agreement Obligations with respect to any then existing Credit Agreement have not been Fully Satisfied) designates as a "Credit Agreement" hereunder, (i) the administrative agent under such new agreement shall automatically become the Administrative Agent hereunder with all the rights and powers of the Administrative Agent hereunder, and bound by the provisions hereof, without the need for any

further action on the part of any party hereto and, in the event that a First Lien Termination Date has previously occurred, such First Lien Termination Date shall automatically be deemed not to have occurred (other than with respect to any actions taken prior to the date such agreement was designated as a "Credit Agreement" as a result of the occurrence of such First Lien Termination Date), (ii) such new agreement shall be deemed to be the Credit Agreement hereunder, the security documents securing the obligations under such new agreement shall be deemed to be the First Lien Documents hereunder and the obligations under such new agreement shall be deemed to be "Credit Agreement Obligations", (iii) such new administrative agent and lenders under such agreement shall, with respect to all such obligations under such new agreement as have been designated by the Company as "Credit Agreement Obligations" and "Eligible Obligations", have the same priority in respect of the Note Obligations and the rights of the Note Collateral Agent and the holders of the Note Obligations in respect of the Collateral as the security interest under the First Lien Documents and the Administrative Agent and the Lenders have as set forth herein, (iv) if at such time no Notice of Actionable Event is outstanding and the Note Collateral Agent or the prior Administrative Agent holds cash proceeds remaining after application as set forth in Section 4.2(b), the Note Collateral Agent or such Administrative Agent, as applicable, shall turn over such remaining proceeds to such new administrative agent for application as set forth in Section 4.2(b), (v) if at such time the Note Collateral Agent or the prior Administrative Agent continues to hold any certificates representing shares of stock included in the Collateral or to hold any other Collateral, in each case that is subject to the security interests granted under the First Lien Documents, the Note Collateral Agent or such Administrative Agent, as applicable, shall turn over such certificates and such other Collateral to such new administrative agent to be held by it under the First Lien Documents and (vi) the Trustee shall not be the Controlling Party until such time as (A) the First Lien Termination Date shall have occurred (or occurred again, as applicable) and (B) the Trustee becomes the Controlling Party in accordance with the definition thereof. If any Credit Agreement is refunded, replaced or refinanced in whole with a single new agreement, such agreement shall automatically be deemed to have been designated by the Company as a "Credit Agreement" hereunder for purposes of this Section 5.2(f). If any Credit Agreement is refunded, replaced or refinanced in whole with more than one new agreement, the Company may designate one of such new agreements as a "Credit Agreement" hereunder for purposes of this Section 5.2(f) and the others as either "Eligible Obligations" or "Other Second Lien Obligations" as the Company may determine. If any Credit Agreement is refunded, replaced or refinanced in part with one or more new agreements, the Company may designate the new agreement or agreements as either "Eligible Obligations" or "Other Second Lien Obligations" as the Company may determine.

(g) Each of the Trustee and the Note Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Note Obligation Document shall be deemed to restrict in any way the rights and remedies of the Administrative Agent with respect to the Collateral as set forth in this Agreement and the First Lien Documents.

(h) The Administrative Agent acknowledges that, to the extent that the Collateral under the First Lien Documents includes items (such as stock certificates and instruments) which are held in the possession of the Administrative Agent, or a third party on its behalf, pursuant to the First Lien Documents, the Administrative Agent is also holding such items in its possession as bailee of the Note Collateral Agent for purposes of perfecting the second priority security interest of the Note Collateral Agent in such items.

5.3 Obligations Unconditional. All rights, interests, agreements and obligations of the Administrative Agent and the Note Collateral Agent, respectively, hereunder shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any Bank Obligation Document, any Note Obligation Document or any document or instrument governing or evidencing any Other Second Lien Obligation;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Bank Obligations, Note Obligations or Other Second Lien Obligations, or any amendment or waiver or other modification, whether by course of conduct or otherwise, of the terms of the Credit Agreement or any other Bank Obligation Document or of the terms of the Indenture, any other Note Obligation Document or any document or instrument governing or evidencing any Other Second Lien Obligation;

(c) any exchange, release or nonperfection of any security interest in any Collateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Bank Obligations, Note Obligations, Other Second Lien Obligations or any guarantee thereof, except to the extent expressly provided herein;

(d) the commencement of any bankruptcy or similar proceeding in respect of any Grantor; or

(e) any other circumstances (except payment or discharge in full) which otherwise might constitute a defense available to, or a discharge of, any Grantor in respect of the Bank Obligations, the Note Obligations or the Other Second Lien Obligations or of the Trustee or the Note Collateral Agent in respect of this Agreement.

5.4 Waiver of Claims. To the maximum extent permitted by law, the Note Collateral Agent, for itself and each holder of Note Obligations, waives any claim it might have against the Administrative Agent or the Lenders with respect to, or arising out of, any action or failure to act or any error of judgment or negligence on the part of the Administrative Agent, the Lenders or their respective directors, officers, employees or agents with respect to any exercise of rights or remedies under the First Lien Documents or any transaction relating to the Collateral, other than the failure of the Administrative Agent to comply with Section 5.2(e). Neither the Administrative Agent, any Lender nor any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, except to the extent arising out of the gross negligence or willful misconduct of the Administrative Agent, any Lender or such other Person, or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor, the Note Collateral Agent or any holder of Note Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

5.5 Waiver and Estoppel. (a) Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim, or take the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any

law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any Collateral Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Administrative Agent or the Note Collateral Agent in this Agreement or any Collateral Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this Section 5.5(a) shall be construed as a waiver of any rights of the Grantors under any applicable federal bankruptcy law or state insolvency law.

(b) Each Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including without limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein or in any Collateral Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any Collateral Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety.

(c) Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder or under any Collateral Document) in connection with this Agreement and the Collateral Documents and any action taken by the Administrative Agent or the Note Collateral Agent with respect to the Collateral.

5.6 Limitation by Law. All rights, remedies and powers provided in this Agreement or any Collateral Document may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions hereof are intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable in whole or in part or not entitled to be recorded, registered or filed under the provisions of any applicable law.

5.7 Rights of Parties in Respect of Secured Obligations. Notwithstanding any other provision of this Agreement or any Collateral Document, the right of each holder of Secured Obligations to receive payment of the Secured Obligations held by it when due (whether at the stated maturity thereof, by acceleration or otherwise), as expressed in the instruments evidencing or agreements governing such Secured Obligations or to institute suit for the enforcement of such payment on or after such due date, shall not be impaired or affected without the consent of such holder given in the manner prescribed by the instruments evidencing or agreements governing such Secured Obligations.

5.8 Provisions Define Relative Rights. This Agreement is intended to define the relative rights of the Administrative Agent, on behalf of the holders of the Bank Obligations, on the one hand and the Note Collateral Agent, on behalf of the holders of the Note Obligations, on the other, and no other Person shall have any right, benefit or other interest under this Agreement. Notwithstanding anything to the contrary contained herein, this Agreement shall not modify or amend the rights and obligations of the Company, any of its Subsidiaries or any other Grantor under any Bank Obligation Document or any Note Obligation Document.

5.9 Powers Coupled With An Interest. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the Termination Date.

6. AGREEMENTS WITH ADMINISTRATIVE AGENT AND NOTE COLLATERAL AGENT.

6.1 Delivery of Sharing Acknowledgements. On the date hereof, the Company shall deliver to each of the Administrative Agent and the Note Collateral Agent an acknowledgement executed by the Company (each, a "Sharing Acknowledgement"), upon which each of the Administrative Agent and the Note Collateral Agent shall be entitled to rely, with respect to each Eligible Obligation as of the date hereof (other than any Lender Cash Management Obligations and any Lender Hedging Obligations), which acknowledgement shall
(a) designate such Eligible Obligation as an "Eligible Obligation", (b) set forth a description of such Eligible Obligation, including the maximum amount, if any, thereof and the relevant currency and the contact information for the holder thereof and (c) certify that the designation of such obligation as an "Eligible Obligation" is not prohibited by the Credit Agreement or the Indenture. Promptly after the designation thereof, the Company shall deliver to each of the Administrative Agent and the Note Collateral Agent, with respect to each Eligible Obligation and Other Second Lien Obligation designated as such after the date hereof (other than any Lender Cash Management Obligations and any Lender Hedging Obligations), a Sharing Acknowledgement, upon which each of the Administrative Agent and the Note Collateral Agent shall be entitled to rely, that (i) designates such Eligible Obligation or Other Second Lien Obligation as an "Eligible Obligation" or an "Other Second Lien Obligation", as applicable, (ii) sets forth a description of such Eligible Obligation or Other Second Lien Obligation, as applicable, including the maximum amount, if any, thereof and the relevant currency and the contact information for the holder thereof and (iii) certifies that the designation of such obligation as an "Eligible Obligation" or an "Other Second Lien Obligation", as the case may be, is not prohibited by the Credit Agreement or the Indenture.

6.2 Information as to Bank Agent, Trustee and Other Holders of Secured Obligations. The Company shall deliver to the Administrative Agent, from time to time upon the reasonable request of the Administrative Agent, a list setting forth as of a date not more than 30 days prior to the date of such delivery, (a) the aggregate unpaid Principal Amount of Credit Agreement Obligations outstanding (as notified to the Company by the Bank Agent) and the name and address of the applicable Bank Agent, provided that the Company shall not be required to deliver such information to the Administrative Agent if, at the time such information is required to be delivered, JPMorgan Chase Bank is the Administrative Agent hereunder and is the Bank Agent under the Credit Agreement, (b) the aggregate unpaid Principal Amount of Indenture Obligations outstanding (as notified to the Company by the Trustee) and the name and address of the Trustee and the Note Collateral Agent and (c) the aggregate unpaid Principal Amount of Eligible Obligations and of Other Second Lien Obligations outstanding and, with respect to each Eligible Obligation and Other Secured Lien Obligation, the name and address of the holder (and any representative) thereof. In addition, the Company will promptly inform the Administrative Agent of each change in the identity of the Bank Agent, the Trustee, the Note Collateral Agent, any holder (or representative) of Eligible Obligations or any holder (or representative) of Other Second Lien Obligations.

6.3 Compensation and Expenses. The Company agrees to pay to each of the Administrative Agent and the Note Collateral Agent, from time to time upon demand, (a) the fees separately agreed upon for its services hereunder and under the Collateral Documents and for administering the Collateral Estate and
(b) all of the costs and expenses of the Administrative Agent and of the Note Collateral Agent (including, in each case, without limitation, the reasonable and documented fees and disbursements of its counsel, advisors and agents) (i) arising in connection with the preparation, execution, delivery, modification, and termination of this Agreement and each Collateral Document or the enforcement of any of the provisions hereof or thereof, (ii) incurred or required to be advanced in connection with the administration of the Collateral Estate, the sale or other disposition of Collateral pursuant to any Collateral Document and the preservation, protection or defense of the rights of the Administrative Agent and the Note Collateral Agent, as the case may be, under this Agreement and the Collateral Documents and in and to the Collateral and the Collateral Estate or (iii) incurred by the Administrative Agent or the Note Collateral Agent in connection with the removal of the Administrative Agent or the Note Collateral Agent, as the case may be, pursuant to Section 7.7(a) or 7.7(c), as applicable. Such fees, costs and expenses are intended to constitute expenses of administration under any bankruptcy law relating to creditors rights generally. The obligations of the Company under this Section 6.3 shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Administrative Agent and the Note Collateral Agent hereunder with respect to such fees, costs and expenses incurred prior to such termination, resignation or removal.

6.4 Stamp and Other Similar Taxes. The Company agrees to indemnify and hold harmless the Administrative Agent, the Note Collateral Agent and each other holder of Secured Obligations from any present or future claim for liability for any stamp or any other similar tax, and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement, any Collateral Document, the Collateral Estate or any Collateral. The obligations of the Company under this Section 6.4 shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Administrative Agent and the Note Collateral Agent hereunder.

6.5 Filing Fees, Excise Taxes, Etc. The Company agrees to pay or to reimburse each of the Administrative Agent and the Note Collateral Agent for any and all payments made by the Administrative Agent or the Note Collateral Agent, as applicable, in respect of all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts which may be payable or determined to be payable in respect of the execution and delivery of this Agreement and each Collateral Document. The obligations of the Company under this Section 6.5 shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Administrative Agent and the Note Collateral Agent hereunder.

6.6 Indemnification. The Company agrees to pay, indemnify, and hold each of the Administrative Agent and the Note Collateral Agent (and their respective directors, officers, agents and employees) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, the reasonable fees and expenses of counsel, advisors and agents) or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the Collateral Documents, unless arising from the gross

negligence or willful misconduct of the indemnified party, including for taxes in any jurisdiction in which the Administrative Agent or the Note Collateral Agent, as the case may be, is subject to tax by reason of actions hereunder or under the Collateral Documents, unless such taxes are imposed on or measured by compensation paid to the Administrative Agent or the Note Collateral Agent, as applicable, under Section 6.3. In any suit, proceeding or action brought by the Administrative Agent or the Note Collateral Agent under or with respect to any contract, agreement, interest or obligation constituting part of the Collateral for any sum owing thereunder, or to enforce any provisions thereof, the Company will save, indemnify and keep the Administrative Agent, the Note Collateral Agent and the other holders of Secured Obligations (and their representatives) harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such obligor or its successors from any Grantor, and all such obligations of the Company shall be and remain enforceable against and only against the Company and shall not be enforceable against the Administrative Agent, the Note Collateral Agent or any other holder of Secured Obligations (and their representatives). The agreements in this Section 6.6 shall survive the termination of the other provisions of this Agreement and the resignation or removal of the Administrative Agent and the Note Collateral Agent hereunder.

6.7 Liens for Collateral Fees. Notwithstanding anything to the contrary in this Agreement, as security for the payment of Collateral Fees (a) the Administrative Agent is hereby granted a first priority lien upon all Collateral, and the Note Collateral Agent is hereby granted a second priority lien upon all Collateral, which liens are in each case subject to this Agreement, and (b) the Administrative Agent shall have the right to use and apply any of the funds held by the Administrative Agent in the Collateral Account to cover Collateral Fees in accordance with Section 4.2(b).

6.8 Further Assurances. At any time and from time to time, upon the written request of the Administrative Agent or the Note Collateral Agent, and at the expense of the Company, each Grantor will promptly execute and deliver any and all such further instruments and documents and take such further action as is necessary or reasonably requested further to perfect, or to protect the perfection of, the liens and security interests granted under the applicable Collateral Documents (to the extent that perfection is required thereunder), including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction. In addition to the foregoing, at any time and from time to time, upon the written request of the Administrative Agent or the Note Collateral Agent, and at the expense of the Company, each Grantor will promptly execute and deliver any and all such further instruments and documents and take such further action as the Administrative Agent or the Note Collateral Agent, as the case may be, determines is necessary or reasonably requested to obtain the full benefits of this Agreement and the Collateral Documents and of the rights and powers herein and therein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted by the Collateral Documents. Each Grantor also hereby authorizes each of the Administrative Agent and the Note Collateral Agent to sign and file any such financing or continuation statements without the signature of such Grantor to the extent permitted by applicable law. Notwithstanding the foregoing, in no event shall the

Administrative Agent or the Note Collateral Agent have any obligation to monitor the perfection or continuation of perfection or the sufficiency or validity of any security interest in or related to the Collateral.

7. CONCERNING THE ADMINISTRATIVE AGENT AND THE NOTE COLLATERAL AGENT.

7.1 Acceptance of Duties. The Administrative Agent, for itself and its successors, hereby accepts the designation and duties created by this Agreement and the First Lien Documents, upon the terms and conditions hereof and thereof, including the terms and conditions contained in this Section 7. The Note Collateral Agent, for itself and its successors, hereby accepts the designation and duties created by this Agreement and the Second Lien Documents, upon the terms and conditions hereof and thereof, including the terms and conditions contained in this Section 7.

7.2 Exculpatory Provisions.

(a) Not Responsible for Recitals, etc. Neither the Administrative Agent nor the Note Collateral Agent shall be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties contained herein or in any of the other Collateral Documents all of which are made solely by the Grantors. Neither the Administrative Agent nor the Note Collateral Agent makes any representations as to the value of any collateral held by it or held in the Collateral Account or any part thereof or as to the title of the Grantors thereto, or as to the security afforded by the Collateral Documents or this Agreement or as to the validity, execution (except its own execution), enforceability, legality or sufficiency of this Agreement or any of the other Collateral Documents or of the sufficiency of the Secured Obligations, and neither the Administrative Agent nor the Note Collateral Agent shall incur any liability or responsibility in respect of any such matters.

(b) No Duty to Inquire. Neither the Administrative Agent nor the Note Collateral Agent shall be required to ascertain or inquire as to the performance by any Grantor or any other Person, as the case may be, of any of the covenants or agreements contained herein or in any of the other Collateral Documents. Whenever it is necessary, or in the opinion of the Administrative Agent advisable, for the Administrative Agent to ascertain the amount of Secured Obligations then outstanding, the Administrative Agent may rely on a certificate of the relevant holder of Eligible Obligations, in the case of Eligible Obligations, or a certificate of the Bank Agent, in the case of Credit Agreement Obligations, or a certificate of the Trustee, in the case of Note Obligations, and, if such holder, Bank Agent or Trustee, as applicable, shall not give such information to the Administrative Agent, such Person shall not be entitled to receive distributions hereunder (in which case distributions to those Persons who have supplied such information to the Administrative Agent shall be calculated by the Administrative Agent using, for those Persons who have not supplied such information, the list then most recently delivered by the Company pursuant to Section 6.2), and the amount so calculated to be distributed to the Person who fails to give such information shall be held in trust for such Person until such Person does supply such information to the Administrative Agent, whereupon on the next date of distribution from the Collateral Account the amount distributable to such Person shall be recalculated using such information and distributed to it. Nothing in the preceding sentence shall prevent any

Grantor from contesting any amounts claimed by any holder of Secured Obligations (or their representatives) in any certificate so supplied.

(c) No Duty to Act. Neither the Administrative Agent nor the Note Collateral Agent shall be under any obligation or duty to take any action under this Agreement or any Collateral Document if taking such action (i) would subject it to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require it to qualify to do business in any jurisdiction where it is not then so qualified, unless it receives security or indemnity satisfactory to it against such tax (or equivalent liability), or any liability resulting from such qualification, in each case as results from the taking of such action under this Agreement or any Collateral Document.

(d) Rights as Holder of Secured Obligations. Each of the Administrative Agent and the Note Collateral Agent shall have the same rights with respect to any Secured Obligation held by it as any other holder of Secured Obligations and may exercise such rights as though it were not the Administrative Agent or the Note Collateral Agent, as the case may be, hereunder, and may accept deposits from, lend money to, and generally engage in any kind of banking or trust business with, any of the Grantors as if it were not the Administrative Agent or the Note Collateral Agent, as the case may be.

(e) No Liability. Neither the Administrative Agent, the Note Collateral Agent nor any officer, director, employee or agent, trustee, nominee or representative of either thereof shall be liable for any action taken or omitted to be taken by any such Person in accordance with this Agreement or any of the other Collateral Documents except for such Person's own gross negligence or willful misconduct.

7.3 Delegation of Duties. Each of the Administrative Agent and the Note Collateral Agent may execute any of the powers granted to it under this Agreement or any of the other Collateral Documents and perform any of its duties hereunder or thereunder either directly or by or through agents, trustees, nominees or attorneys-in-fact. The Administrative Agent and the Note Collateral Agent shall be entitled to advice of counsel concerning all matters pertaining to such powers and duties. Neither the Administrative Agent nor the Note Collateral Agent shall be responsible for the negligence or misconduct of any agents, trustees, nominees or attorneys-in-fact selected by it without gross negligence or willful misconduct.

7.4 Reliance by Agents; etc.

(a) Officers' Certificate. Whenever in the administration of its duties under this Agreement or in any of the other Collateral Documents, the Administrative Agent or the Note Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Grantor in connection with the taking, suffering or omitting of any action hereunder or under any of the other Collateral Documents by the Administrative Agent or the Note Collateral Agent, as the case may be, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved or established by an Officers' Certificate, and each of the Administrative Agent and the Note Collateral Agent shall be fully protected for any action taken, suffered or omitted in reliance thereon.

(b) Consultation with Counsel, etc. Each of the Administrative Agent and the Note Collateral Agent may consult with counsel, and it shall be fully protected in any action taken, suffered or omitted by it hereunder or under any of the other Collateral Documents in accordance with any opinion of such counsel. Each of the Administrative Agent and the Note Collateral Agent shall have the right but not the obligation at any time to seek instructions concerning the administration of and the duties created under each of this Agreement or in any of the other Collateral Documents, from any court of competent jurisdiction.

(c) Reliance on Documents, etc. Each of the Administrative Agent and the Note Collateral Agent may rely, and shall be fully protected in relying, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of telecopies and telexes, to have been sent by the proper party or parties. In the absence of its gross negligence or willful misconduct, each of the Administrative Agent and the Note Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to it in connection with this Agreement or any of the other Collateral Documents and conforming to the requirements thereof.

(d) Adequate Security. Neither the Administrative Agent nor the Note Collateral Agent shall be under any obligation to exercise any of the rights or powers vested in it by this Agreement and the Collateral Documents unless it shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it, including such reasonable advances as may be requested by it.

7.5 Limitations on Duties of Agents. (a) The Administrative Agent shall be obligated to perform such duties and only such duties as are specifically set forth in this Agreement and the First Lien Documents, and no implied covenants or obligations shall be read into this Agreement or any First Lien Document against the Administrative Agent. The Note Collateral Agent shall be obligated to perform such duties and only such duties as are specifically set forth in this Agreement and the Second Lien Documents, and no implied covenants or obligations shall be read into this Agreement or any Second Lien Document against the Note Collateral Agent. By acceptance of the benefits under this Agreement and the Collateral Documents, the parties hereto and the other holders of the Secured Obligations shall be deemed to have agreed that, except as set forth in Sections 8 and 10.3, only the Controlling Party (and no other Person) is entitled to (i) direct the actions of the Administrative Agent hereunder or under any First Lien Document, (ii) direct the actions of the Note Collateral Agent hereunder or under any Second Lien Document, (iii) have the right to consent to any amendment, supplement, waiver or other modification to this Agreement or any Collateral Document or to any release of Collateral, (iv) take any action, or commence any legal proceeding seeking, to require, compel or cause the Administrative Agent or the Note Collateral Agent, as applicable, to enforce any of the provisions of this Agreement or any Collateral Document against any Grantor or to exercise any remedy hereunder or thereunder, (v) take any action, or commence any legal proceeding seeking, to prevent or enjoin the Administrative Agent or the Note Collateral Agent from taking any action (including, without limitation, the enforcement of any provisions of this Agreement or any Collateral Document against any Grantor, the exercise of any remedy hereunder or thereunder, the release of any Collateral Document, the release of any Collateral,

the consent to any amendment or modification of this Agreement or any Collateral Document or the grant of any waiver hereunder or thereunder), or refraining from taking any such action, in accordance with this Agreement or any Collateral Document, as the case may be, or (vi) otherwise take any action, or commence any legal proceeding seeking, to delay, hinder or otherwise impair the Administrative Agent or the Note Collateral Agent in taking any such action in accordance with this Agreement or any Collateral Document. By acceptance of the benefits under this Agreement and the Collateral Documents, the holders of the Secured Obligations (other than the Credit Agreement Obligations), as secured parties, will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders and the Grantors to permit such Persons to be secured parties under this Agreement and under the Collateral Documents and are being relied upon by the Lenders and the Grantors as consideration therefor.

(b) Except as herein otherwise expressly provided, neither the Administrative Agent nor the Note Collateral Agent shall be under any obligation to take any action which is discretionary with the Administrative Agent or the Note Collateral Agent, as applicable, under the provisions hereof or of any Collateral Document. Each of the Bank Agent, the Trustee and the Note Collateral Agent shall make available for inspection and copying by the Administrative Agent each certificate or other paper furnished to it by any of the Grantors under or in respect of this Agreement or any of the Collateral.

(c) No provision of this Agreement or of any Collateral Document shall be deemed to impose any duty or obligation on the Administrative Agent or the Note Collateral Agent to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Administrative Agent or the Note Collateral Agent, as applicable, shall be unqualified or incompetent, to perform any such act or acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business by the Administrative Agent or the Note Collateral Agent, as applicable, in such jurisdiction or impose a tax on the Administrative Agent or the Note Collateral Agent, as applicable, by reason thereof or to risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder.

7.6 Monies to be Held Hereunder. While a Notice of Actionable Event is outstanding, all monies received under, or pursuant to, any provision of this Agreement or in any of the other Collateral Documents shall be invested to the extent provided in Section 4.5 hereof and shall be held in the Collateral Account (or the Additional Collateral Account, as applicable) in trust for the purposes for which they were paid or are held.

7.7 Resignation and Removal of the Agents. (a) The Administrative Agent may at any time, by giving written notice to the Company and the Controlling Party, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor Administrative Agent, (ii) the acceptance of such appointment by such successor Administrative Agent and (iii) the approval of such successor Administrative Agent evidenced by one or more instruments signed by the Company and the Controlling Party (which approval, in the case of the Company, shall not be unreasonably withheld). If no successor Administrative Agent shall be appointed and shall have accepted such appointment within 90 days after the Administrative Agent gives the aforesaid notice of resignation, the

Company, the Administrative Agent, or the Controlling Party may apply to any court of competent jurisdiction to appoint a successor Administrative Agent to act until such time, if any, as a successor Administrative Agent shall have been appointed as provided in this Section 7.7. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Administrative Agent appointed by the Controlling Party as provided in Section 7.7(b). The Controlling Party may, at any time upon giving 30 days' prior written notice thereof to the Administrative Agent and the Company, remove the Administrative Agent and appoint a successor Administrative Agent reasonably acceptable to the Company, such removal to be effective upon the acceptance of such appointment by the successor. The Administrative Agent shall be entitled to Collateral Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.

(b) If at any time the Administrative Agent shall resign or be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Administrative Agent for any other cause, a successor Administrative Agent may be appointed by the Controlling Party with the consent of the Company, which consent shall not be unreasonably withheld. The powers, duties, authority and title of the predecessor Administrative Agent shall be terminated and cancelled without procuring the resignation of such predecessor and without any other formality (except as be required by applicable law) than appointment and designation of a successor in writing duly acknowledged and delivered to the predecessor and the Company. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement and the First Lien Documents shall vest in such successor, without any further act, deed or conveyance, all the estates, properties, rights, powers, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Controlling Party, the Company, or the successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers, duties, authority and title of such predecessor hereunder and under the First Lien Documents and shall deliver all Collateral held by it or its agents to such successor. Should any deed, conveyance or other instrument in writing from any Grantor be required by any successor Administrative Agent for more fully and certainly vesting in such successor the estates, properties, rights, powers, duties, authority and title vested or intended to be vested in the predecessor Administrative Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor, be executed, acknowledged and delivered by such Grantor. If such Grantor shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it receives a written request from the successor Administrative Agent to do so, or if an Event of Default in respect of the Secured Obligations of the Controlling Party shall have occurred and be continuing, the predecessor Administrative Agent may execute the same on behalf of such Grantor. Such Grantor hereby appoints any predecessor Administrative Agent as its agent and attorney to act for it as provided in the next preceding sentence.

(c) The Note Collateral Agent may at any time, by giving written notice to the Company and the Controlling Party, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon
(i) the appointment of a successor Note Collateral Agent, (ii) the acceptance of such appointment by such successor Note Collateral Agent and (iii) the approval of such successor Note Collateral Agent evidenced by one or more instruments signed by the Company (which approval shall not be unreasonably withheld). If no

successor Note Collateral Agent shall be appointed and shall have accepted such appointment within 90 days after the Note Collateral Agent gives the aforesaid notice of resignation, the Company, the Note Collateral Agent, or the Trustee may apply to any court of competent jurisdiction to appoint a successor Note Collateral Agent to act until such time, if any, as a successor Note Collateral Agent shall have been appointed as provided in this Section
7.7. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Note Collateral Agent appointed by the Company as provided in Section 7.7(d). The Trustee may, at any time upon giving 30 days' prior written notice thereof to the Note Collateral Agent and the Company, remove the Note Collateral Agent and appoint a successor Note Collateral Agent reasonably acceptable to the Company, such removal to be effective upon the acceptance of such appointment by the successor. The Note Collateral Agent shall be entitled to Collateral Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.

(d) If at any time the Note Collateral Agent shall resign or be removed or otherwise become incapable of acting, or if at any time a vacancy shall occur in the office of the Note Collateral Agent for any other cause, a successor Note Collateral Agent may be appointed by the Company with the consent of the Trustee, which consent shall not be unreasonably withheld. The powers, duties, authority and title of the predecessor Note Collateral Agent shall be terminated and cancelled without procuring the resignation of such predecessor and without any other formality (except as be required by applicable law) than appointment and designation of a successor in writing duly acknowledged and delivered to the predecessor and the Company. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement and the Second Lien Documents shall vest in such successor, without any further act, deed or conveyance, all the estates, properties, rights, powers, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Trustee, the Company, or the successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers, duties, authority and title of such predecessor hereunder and under the Second Lien Documents and shall deliver all Collateral held by it or its agents to such successor. Should any deed, conveyance or other instrument in writing from any Grantor be required by any successor Note Collateral Agent for more fully and certainly vesting in such successor the estates, properties, rights, powers, duties, authority and title vested or intended to be vested in the predecessor Note Collateral Agent, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor, be executed, acknowledged and delivered by such Grantor. If such Grantor shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it receives a written request from the successor Note Collateral Agent to do so, or if an Event of Default in respect of the Secured Obligations of the Controlling Party shall have occurred and be continuing, the predecessor Note Collateral Agent may execute the same on behalf of such Grantor. Such Grantor hereby appoints any predecessor Note Collateral Agent as its agent and attorney to act for it as provided in the next preceding sentence.

7.8 Status of Successor Agents. Every successor Administrative Agent and Note Collateral Agent appointed pursuant to Section 7.7 shall be a bank or trust company in good standing and having power to act as Administrative Agent or Note Collateral Agent, as applicable, hereunder, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having its principal office within the 48 contiguous States

and shall also have capital, surplus and undivided profits of not less than $500,000,000, if there be such an institution with such capital, surplus and undivided profits willing, qualified and able to accept the powers and duties hereunder upon reasonable or customary terms.

7.9 Merger of the Agents. Any corporation into which the Administrative Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Administrative Agent shall be a party, shall be the Administrative Agent under this Agreement and the First Lien Documents without the execution or filing of any paper or any further act on the part of the parties hereto. Any corporation into which the Note Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Note Collateral Agent shall be a party, shall be the Note Collateral Agent under this Agreement and the Second Lien Documents without the execution or filing of any paper or any further act on the part of the parties hereto.

7.10 Co-Agents; Separate Agents. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of law or imposition on the Administrative Agent of taxes by such jurisdiction not otherwise imposed on the Administrative Agent, or the Administrative Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the holders of the Bank Obligations, or the Administrative Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any First Lien Document, the Administrative Agent and each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons approved by the Administrative Agent and the Grantors, either to act as co-administrative agent or co-administrative agents of all or any of the Collateral under any of the First Lien Documents, jointly with the Administrative Agent originally named herein or therein or any successor Administrative Agent, or to act as separate administrative agent or administrative agents of any of the Collateral. If any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Administrative Agent to do so, or if an Event of Default in respect of the Secured Obligations of the Controlling Party shall have occurred and be continuing, the Administrative Agent may act under the foregoing provisions of this
Section 7.10(a) without the concurrence of such Grantors and execute and deliver such instruments and agreements on behalf of such Grantors. Each of the Grantors hereby appoints the Administrative Agent as its agent and attorney to act for it under the foregoing provisions of this Section 7.10(a) in either of such contingencies.

(b) Every separate administrative agent and every co-administrative agent, other than any successor Administrative Agent appointed pursuant to Section 7.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred upon the Administrative Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Administrative Agent or any agent appointed by the Administrative Agent;

(ii) all rights, powers, duties and obligations conferred or imposed upon the Administrative Agent hereunder and under the relevant First Lien Documents shall be conferred or imposed and exercised or performed by the Administrative Agent and such separate administrative agent or separate administrative agents or co-administrative agent or co-administrative agents, jointly, as shall be provided in the instrument appointing such separate administrative agent or separate administrative agents or co-administrative agent or co-administrative agents, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Administrative Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Administrative Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate administrative agent or separate administrative agents or co-administrative agent or co-administrative agents;

(iii) no power given hereby or by the relevant First Lien Documents to, or which is provided herein or therein may be exercised by, any such co-administrative agent or co-administrative agents or separate administrative agent or separate administrative agents shall be exercised hereunder or thereunder by such co-administrative agent or co-administrative agents or separate administrative agent or separate administrative agents except jointly with, or with the consent in writing of, the Administrative Agent, anything contained herein to the contrary notwithstanding;

(iv) no administrative agent hereunder shall be personally liable by reason of any act or omission of any other administrative agent hereunder; and

(v) the Company and the Administrative Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate administrative agent or co-administrative agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate administrative agent or co-administrative agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Company shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Administrative Agent to do so, or if an Event of Default in respect of the Secured Obligations of the Controlling Party shall have occurred and be continuing, the Administrative Agent shall have the power to accept the resignation of or remove any such separate administrative agent or co-administrative agent and to appoint a successor without the concurrence of the Company, the Company hereby appointing the Administrative Agent its agent and attorney to act for it in such connection in such contingency. If the Administrative Agent shall have appointed a separate administrative agent or separate administrative agents or co-administrative agent or co-administrative agents as above provided, the Administrative Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate administrative agent or co-administrative agent and the successor to any such separate administrative agent or co-administrative agent shall be appointed by the Company and the Administrative Agent, or by the Administrative Agent alone pursuant to this Section 7.10(b).

(c) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of law or imposition on the Note Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Note Collateral Agent, or the Note Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the holders of the Note Obligations, or the Note Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any Second Lien Document, the Note Collateral Agent and each of the Grantors shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more Persons approved by the Note Collateral Agent and the Grantors, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral under any of the Second Lien Documents, jointly with the Note Collateral Agent originally named herein or therein or any successor Note Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral. If any of the Grantors shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Note Collateral Agent to do so, or if an Event of Default in respect of the Secured Obligations of the Controlling Party shall have occurred and be continuing, the Note Collateral Agent may act under the foregoing provisions of this Section 7.10(c) without the concurrence of such Grantors and execute and deliver such instruments and agreements on behalf of such Grantors. Each of the Grantors hereby appoints the Note Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this
Section 7.10(c) in either of such contingencies.

(d) Every separate collateral agent and every co-collateral agent, other than any successor Note Collateral Agent appointed pursuant to
Section 7.7, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred upon the Note Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Note Collateral Agent or any agent appointed by the Note Collateral Agent;

(ii) all rights, powers, duties and obligations conferred or imposed upon the Note Collateral Agent hereunder and under the relevant Second Lien Documents shall be conferred or imposed and exercised or performed by the Note Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Note Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Note Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;

(iii) no power given hereby or by the relevant Second Lien Documents to, or which is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Note Collateral Agent, anything contained herein to the contrary notwithstanding;

(iv) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and

(v) the Company and the Note Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate collateral agent or co-collateral agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Company shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Note Collateral Agent to do so, or if an Event of Default in respect of the Secured Obligations of the Controlling Party shall have occurred and be continuing, the Note Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor without the concurrence of the Company, the Company hereby appointing the Note Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Note Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Note Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and the successor to any such separate collateral agent or co-collateral agent shall be appointed by the Company and the Note Collateral Agent, or by the Note Collateral Agent alone pursuant to this Section 7.10(d).

7.11 Treatment of Payee or Indorsee by Administrative Agent; Representatives of Holders of Secured Obligations. (a) The Administrative Agent may treat the registered holder or, if none, the payee or indorsee of any promissory note or debenture evidencing a Secured Obligation as the absolute owner thereof for all purposes and shall not be affected by any notice to the contrary, whether such promissory note or debenture shall be past due or not.

(b) If requested by the Administrative Agent, any Person (other than the Bank Agent (in the case of the Credit Agreement Obligations) and the Trustee (in the case of the Note Obligations)) which shall be designated as the duly authorized representative of one or more holders of Secured Obligations to act as such in connection with any matters pertaining to this Agreement or the Collateral shall present to the Administrative Agent such documents, including, without limitation, opinions of counsel, as the Administrative Agent may reasonably require, in order to demonstrate to the Administrative Agent the authority of such Person to act as the representative of such holders (it being understood that the holders of Credit Agreement Obligations are represented hereunder by the Bank Agent and that the holders of the Note Obligations are represented hereunder by the Trustee). The authority of the Bank Agent and the

Trustee shall be demonstrated by their inclusion as such in the lists from time to time delivered pursuant to Section 6.2.

8. AMENDMENTS, RELEASES AND OTHER ACTIONS.

8.1 Directions and Consents by Controlling Party. (a) At the direction of the Controlling Party, the Administrative Agent shall, or with the consent of the Controlling Party, the Administrative Agent may, in either case without the consent of or notice to any other holders of Bank Obligations and subject to Sections 5.2(d), 8.4 and 10.3, consent to any amendments, modifications or supplements to, or waivers of, or releases of any or all of the collateral security granted under this Agreement or the other First Lien Documents, conduct any proceeding hereunder or thereunder, exercise any remedy available to the Administrative Agent hereunder or thereunder or exercise any right or power conferred upon the Administrative Agent hereunder or thereunder which is for the benefit of the holders of the Secured Obligations; provided, however, that (i) no such direction of the Controlling Party shall modify any provision which is intended to benefit the Administrative Agent without the prior written consent of the Administrative Agent, (ii) the Administrative Agent shall have the right to decline to follow any such direction of the Controlling Party if the Administrative Agent, being advised by counsel, determines that such action is not permitted by the terms of this Agreement, the Credit Agreement or any of the other Bank Obligation Documents or may not lawfully be taken (provided, however, that if the Administrative Agent has declined to follow any direction of the Controlling Party in reliance upon this clause (ii) and a holder of Secured Obligations that is represented by such Controlling Party has provided the Administrative Agent with written notice that it is willing to take such action, then the Administrative Agent shall resign from its capacity as Administrative Agent to the extent that such other holder is to be appointed Administrative Agent in accordance with the terms hereof and of the Credit Agreement), and (iii) the Administrative Agent may take any action deemed proper by the Administrative Agent which is not inconsistent with such direction of the Controlling Party. The Administrative Agent may rely on any direction or consent given to it by the Controlling Party and shall be fully protected, and shall under no circumstances be liable to any Grantor, any holder of Secured Obligations or any other Person, for taking or refraining from taking action in accordance with the directions of, or in reliance upon the consent of, the Controlling Party. The Administrative Agent shall not be under any obligation to exercise any of the rights or powers vested in it under or pursuant to this Agreement or any of the other First Lien Documents unless it shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction.

(b) At the direction of the Controlling Party, the Note Collateral Agent shall, or with the consent of the Controlling Party, the Note Collateral Agent may, in either case without the consent of or notice to any other holders of Note Obligations and subject to Sections 5.2(d), 8.5 and 10.3, consent to any amendments, modifications or supplements to, or waivers of, or releases of any or all of the collateral security granted under this Agreement or the other Second Lien Documents, conduct any proceeding hereunder or thereunder, exercise any remedy available to the Note Collateral Agent hereunder or thereunder or exercise any right or power conferred upon the Note Collateral Agent hereunder or thereunder which is for the benefit of the holders of the Note Obligations; provided, however, that (i) no such direction of the Controlling Party shall modify any provision which is intended to benefit the Note Collateral Agent without

the prior written consent of the Note Collateral Agent, (ii) the Note Collateral Agent shall have the right to decline to follow any such direction of the Controlling Party if the Note Collateral Agent, being advised by counsel, determines that such action is not permitted by the terms of this Agreement, the Indenture or any of the other Note Obligation Documents or may not lawfully be taken (provided, however, that if the Note Collateral Agent has declined to follow any direction of the Controlling Party in reliance upon this clause (ii) and a holder of Secured Obligations that is represented by such Controlling Party has provided the Note Collateral Agent with written notice that it is willing to take such action, then the Note Collateral Agent shall resign from its capacity as Note Collateral Agent to the extent that such other holder is to be appointed Note Collateral Agent in accordance with the terms hereof and of the Indenture), (iii) the Note Collateral Agent may take any action deemed proper by the Note Collateral Agent which is not inconsistent with such direction of the Controlling Party and (iv) if at any time the Controlling Party is a Person specified in clause (a)(i) or (b)(i) of the definition thereof, such Controlling Party shall not have any right to direct the Note Collateral Agent to release any Collateral from the lien of the Second Lien Documents, or to effect an amendment, waiver or consent to the Second Lien Documents that would have the effect of removing assets from the Second Collateral Estate, except to the extent provided in Section 8.5. The Note Collateral Agent may rely on any direction or consent given to it by the Controlling Party and shall be fully protected, and shall under no circumstances be liable to any Grantor, any holder of Secured Obligations or any other Person, for taking or refraining from taking action in accordance with the directions of, or in reliance upon the consent of, the Controlling Party. The Note Collateral Agent shall not be under any obligation to exercise any of the rights or powers vested in it under or pursuant to this Agreement or any of the other Second Lien Documents unless it shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction.

8.2 No Individual Action, etc. No holder of any Secured Obligations and no other Person may require the Administrative Agent or the Note Collateral Agent to take or refrain from taking any action hereunder or under any of the other Collateral Documents or with respect to any of the collateral security granted hereunder or thereunder except as and to the extent expressly set forth hereunder or thereunder.

8.3 Condition on Duty to Act. In acting or refraining from acting with respect to any matter hereunder or under any of the other Collateral Documents (including, without limitation, consenting to any amendments, modifications or supplements to, or waivers of, or releases of any collateral security granted under, this Agreement or any of the other Collateral Documents), (i) the Bank Agent shall be subject to the terms and conditions of the Credit Agreement (including subsections 14.1 and 14.2 thereof (or any comparable provisions in any successor or replacement Credit Agreement)) and
(ii) the Trustee shall be subject to the terms and conditions of the Indenture (including Article IX thereof (or any comparable provisions in any successor or replacement Indenture).

8.4 Release of First Liens on Collateral. Notwithstanding the provisions of Section 8.1(a) hereof, the Administrative Agent is authorized to and it shall, at the request and expense of the Company and without the consent of or notice to the Controlling Party or any holders of Secured Obligations, release any Collateral from any of the liens created by any of the First Lien Documents (a) to the extent necessary to effect any sale, transfer or other disposition of such

Collateral that is permitted in accordance with the terms of the Credit Agreement, (b) to the extent necessary to release from such liens all of the assets of a Subsidiary of the Company all of the stock of which is being released from such liens pursuant to clause (a), or (c) to the extent otherwise contemplated or permitted by subsection 14.1 or 14.2 of the Credit Agreement (or any comparable provision of any successor or replacement Credit Agreement).

8.5 Release of Second Liens on Collateral. (a) Notwithstanding the provisions of Section 8.1(b) hereof, the Note Collateral Agent is authorized to and it shall, at the request and expense of the Company and without the consent of or notice to the Controlling Party or any holders of Secured Obligations, release any Collateral from any of the liens created by any of the Second Lien Documents under any of the following circumstances:

(i) if the release is necessary to effect any sale, transfer or other disposition of such Collateral in a transaction that does not violate Section 4.07 of the Indenture (or any comparable provision of any successor or replacement Indenture), or

(ii) if the Company mails written notice of the proposed release to the Trustee and the Indenture Noteholders and either (x) the Company does not receive within 20 Business Days (as defined in the Indenture) after such mailing written objections to such release from Indenture Noteholders holding at least 25% of the aggregate Principal Amount of outstanding Notes as of the record date specified in such notice, or (y) Indenture Noteholders holding at least 66-2/3% of the aggregate Principal Amount of then outstanding Notes consent to such release in accordance with Article IX of the Indenture (or any comparable provision of any successor or replacement Indenture), or

(iii) if, after giving effect to the release, the aggregate fair value of the Collateral released from the liens of the Second Lien Documents pursuant to this clause (iii) as of the date of release would not exceed $5,000,000 in any calendar year (subject to a cumulative carryover for any amount not used in any prior calendar year), provided that this clause (iii) shall not be available for the release of any Collateral that is at the time subject to the liens of any of the First Lien Documents unless the Controlling Party consents to the release of such Collateral from such liens as well, or

(iv) if the Company grants to the Note Collateral Agent, for the benefit of the holders of the Note Obligations, a security interest in substitute additional collateral having a fair value (as determined in accordance with Section 8.5(e)) at least equal to the fair value (as determined in accordance with Section 8.5(e)) of the Collateral released from the liens of the Second Lien Documents pursuant to this clause (iv) as of the date of release (which additional collateral shall also be subject to the liens created by the First Lien Documents (unless the First Lien Termination Date shall have occurred)), provided that this clause (iv) shall not be available for the release of any Collateral that is at the time subject to the liens of any of the First Lien Documents unless the Controlling Party consents to the release of such Collateral from such liens as well, or

(v) if the Collateral to be released consists of the assets of a Subsidiary of the Company all of the stock of which is being released pursuant to any other provision of this Section 8.5(a), provided that
(x) in the case of a release of the stock of a Subsidiary

pursuant to clause (ii) above, the assets of the Subsidiary may not be released pursuant to this clause (v) unless the notice mailed pursuant to clause (ii) states that all the assets of the Subsidiary will also be released, and (y) in the case of a release of the stock of a Subsidiary pursuant to clause (iv) above, the assets of the Subsidiary may not be released pursuant to this clause (v) unless the substitute additional collateral provided pursuant to clause (iv) has a fair value (as determined in accordance with Section 8.5(e)) at least equal to the fair value (without duplication and as determined in accordance with Section 8.5(e)) of both the stock and assets of that Subsidiary, or

(vi) if the release relates solely to assets, property or business being acquired or constructed after November 26, 2001 and is to enable all or part of the purchase price of, or Capitalized Lease Obligations (as defined in the Indenture or, in the case of any successor or replacement Indenture, the meaning assigned to such term or any other defined term having a similar purpose) with respect to, such assets, property or business to be secured by a lien that is permitted by Section 4.04(a)(3) of the Indenture (or any comparable provision of any successor or replacement Indenture), provided that this clause (vi) shall not be available for the release of any Collateral that is at the time subject to the liens of any of the First Lien Documents unless the Controlling Party consents to the release of such Collateral from such liens as well, or

(vii) if the release relates to property or assets that the Company or a Subsidiary of the Company does not own and the sole purpose of the release is to disclaim their ownership thereof, provided that this clause (vii) shall not be available prior to the First Lien Termination Date unless the Administrative Agent provides a similar release of such property or assets.

(b) Under the circumstances described in Sections 8.1(b) and 8.5(a) above with respect to any release of Collateral, the liens on such Collateral created pursuant to the Second Lien Documents shall be released upon the satisfaction of the applicable conditions set forth in such Sections without any further action on the part of the Note Collateral Agent, the Trustee or any holder of Note Obligations, and the Note Collateral Agent shall execute or cause to be executed such release documents and instruments and shall take such further actions as the Company or the Controlling Party shall request to evidence such release, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release.

(c) With respect to any releases of Collateral from the liens of the Second Lien Documents under clauses (i), (iii), (iv), (v), (vi) or (vii) of Section 8.5(a) above (collectively, the "Automatic Release Provisions") at any time on or prior to the First Lien Termination Date, the Note Collateral Agent, for itself and on behalf of each holder of Note Obligations, hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent of the Administrative 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 Note Collateral Agent or such holder and in the name of the Note Collateral Agent or such holder or in the Administrative Agent's own name, from time to time in the Administrative Agent's discretion, for the purpose of carrying out the terms of the Automatic Release Provisions, 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 the Automatic Release Provisions, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release.

(d) In addition to the rights specified in this Section 8.5, the Administrative Agent shall have the rights set forth in Section 5.2(d) to release Collateral from the liens created by the Second Lien Documents upon exercise of remedies by the Administrative Agent under the Collateral Documents.

(e) For purposes of this Section 8.5, the fair value of any assets shall be as determined in good faith by the Board of Directors (as defined in the Indenture) of the Company (as evidenced by a resolution of such Board) and, if such assets have a fair value in excess of $10,000,000 as determined by such Board, such determination shall be confirmed in a written report by an independent appraiser.

9. NOTICES.

9.1 Manner and Method of Giving Notices. All notices and other communications hereunder shall be in writing and shall be delivered and addressed (a) if to a Borrower, at the address set forth in the Credit Agreement, or at such other address as such Borrower shall have designated to the Administrative Agent by notice in writing, (b) if to a Grantor, at the address of such Grantor set forth in the Collateral Documents, or at such other address as such Grantor shall have designated to the Administrative Agent by notice in writing, (c) if to the Administrative Agent at One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention:
[_______________], Telephone: (212) [________], Telecopy: (212) [_________], or at such other address as the Administrative Agent shall have designated to the Company by notice in writing, (d) if to the Bank Agent at the address set forth in the Credit Agreement, or at such other address as the Bank Agent shall have designated to the Company and the Administrative Agent by notice in writing, (e) if to Lender, at the address of such Lender set forth in the Credit Agreement (or a schedule thereto) or at such other address as such Lender shall have designated to the Company and the Administrative Agent by notice in writing, (f) if to any holders of Bank Obligations (other than Credit Agreement Obligations), at the address of such holder set forth in the records of the Company or at such other address as such holder shall have designated to the Company and the Administrative Agent by notice in writing,
(g) if to the Trustee, at the address set forth in the Indenture, or at such other address as the Trustee shall have designated to the Company and the Administrative Agent by notice in writing, (h) if to the Note Collateral Agent at the address set forth in the Second Lien Documents, or at such other address as the Note Collateral Agent shall have designated to the Company and the Administrative Agent by notice in writing, or (i) if to any holder of Note Obligations, at the address of such holder set forth in the records of the Company or at such other address as such holder shall have designated to the Company and the Administrative Agent by notice in writing.

9.2 Copies of Notices to be Sent by Agents. Each of the Administrative Agent and the Note Collateral Agent shall deliver to the Company, promptly upon receipt thereof, duplicates or copies of all notices, requests and other instruments received by it under or pursuant to this Agreement to the extent that the same shall not have been furnished pursuant thereto to the Company.

10. MISCELLANEOUS.

10.1 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall inure to the benefit of each holder of Secured Obligations and their respective successors and assigns, and nothing herein is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement.

10.2 No Waivers. No failure on the part of the Administrative Agent, any co-administrative agent, any separate administrative agent, the Note Collateral Agent, any co-collateral agent, any separate collateral agent or any other holder of Secured Obligations to exercise, no course of dealing with respect to, and no delay in exercising, any right, power or privilege under this Agreement or any Collateral Document shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

10.3 Amendments, Supplements, Waivers and Consents. (a) With the written consent of the Controlling Party (but without the consent of any other holder of Secured Obligations), the Grantors and the Administrative Agent may, from time to time, enter into amendments or other written agreements supplemental to any First Lien Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Document or changing in any manner the rights of the Administrative Agent, the holders of the Bank Obligations or the Grantors thereunder.

(b) Any amendment or waiver of, or any consent under, any provision of any First Lien Document made pursuant to Section 10.3(a) (except to the extent that such amendment, waiver or consent, would have the effect of removing assets from the Second Collateral Estate) shall apply automatically to the comparable provision of the Comparable Second Lien Document without the consent of or notice to the Controlling Party or any holders of Secured Obligations and without any action by any Grantor or the Note Collateral Agent; provided that the Company has delivered to the Note Collateral Agent an Officers' Certificate, substantially in the form of Exhibit A hereto, stating that such amendment, waiver or consent does not have the effect of removing assets from the Second Collateral Estate. The Company shall promptly notify the Trustee of any amendment or waiver of, or any consent under, any provision of any First Lien Document that applies automatically to the comparable provision of the Comparable Second Lien Document, which notice shall include a copy of such amendment, waiver or consent, as applicable, provided that the failure to give such notice shall not affect the validity of such amendment or waiver of, or consent under, either the First Lien Documents or the Second Lien Documents.

(c) In addition to any amendment, waiver or consent provided for in Section 10.3(b), to the extent permitted by Section 4.11 of the Indenture or Article IX of the Indenture (or, in each case, any comparable provision of any successor or replacement Indenture), the Grantors and the Note Collateral Agent may (without the consent of any other holder of Secured Obligations), from time to time, enter into amendments or other written agreements supplemental to any Second Lien Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Second Lien Document or changing in

any manner the rights of the Note Collateral Agent, the holders of the Note Obligations or the Grantors thereunder.

(d) With the written consent of the Bank Agent (on behalf of the holders of any Credit Agreement Obligations) and the Trustee (on behalf of the holders of any Indenture Obligations), but without the consent of any other holder of Secured Obligations, the Grantors, the Administrative Agent and the Note Collateral Agent may, from time to time, enter into amendments or other written agreements supplemental hereto for the purpose of adding to, or deleting from, or waiving or consenting to any departure from any provisions of, this Agreement or changing in any manner the rights of the parties hereto, the other holders of the Secured Obligations or the Grantors hereunder (collectively, "amendments"), except as follows: (i) amendments of the type referred to in Section 4.2(e)(i) may be made with the consents referred to therein but without any other consents and without any action by the Note Collateral Agent; (ii) amendments of the type referred to in Section 4.2(e)(ii) may be made with the consents referred to therein but without any other consents and without any action by the Administrative Agent; (iii) amendments which affect only the First Lien Documents or the liens created thereby may be made with the consent of the Bank Agent (on behalf of the holders of any Credit Agreement Obligations) but without any other consents and without any action by the Note Collateral Agent; and (iv) amendments which affect only the Second Lien Documents or the liens created thereby may be made with the consent of the Trustee (on behalf of the holders of any Indenture Obligations) but without any other consents and without any action by the Administrative Agent.

(e) In addition, if the Bank Agent (if the Credit Agreement is in effect) shall advise the Administrative Agent in writing that the Required Lenders have agreed with the Company, or if the Company (if no Credit Agreement is in effect) shall advise the Administrative Agent in writing, that a supplemental agreement would be necessary or appropriate to facilitate having additional indebtedness, liabilities or obligations of the Company permitted by Section 4.2(e)(iii) to be secured by all or any portion of the Collateral and specifying whether such indebtedness, liabilities or obligations are to be treated as Credit Agreement Obligations, Eligible Obligations, Other Second Lien Obligations or otherwise hereunder and the Company certifies that the Credit Agreement and the Indenture will not be violated thereby, the Administrative Agent and the Note Collateral Agent shall, if such additional indebtedness, liabilities or obligation is then permitted by the Indenture to be secured by the Collateral, enter into such supplemental agreements with the Grantors as shall be reasonably requested by the Company to effect such agreement (which supplemental agreement may be in the form of an amendment and restatement of this Agreement). Any waiver, amendment, modification or supplemental agreement entered into pursuant to this Section 10.3 shall be binding upon the Grantors, the Administrative Agent, the Note Collateral Agent, the other parties hereto and the holders of the Secured Obligations and their respective successors.

(f) If at any time after the occurrence of the First Lien Termination Date there shall exist Other Second Lien Obligations, the Note Collateral Agent shall have the right to require this Agreement to be amended or supplemented so as to afford to the Note Collateral Agent all of the rights and protections vis a vis the holders of the Other Second Lien Obligations that this Agreement affords to the Administrative Agent vis a vis the holders of the Note Obligations.

(g) In connection with any request or application by the Company to the Note Collateral Agent to take or refrain from taking any action under this Agreement, the Company agrees that, if the Trust Indenture Act would require the delivery of an Officers' Certificate and an opinion of counsel in connection therewith (if the Indenture were qualified thereunder and treating the Note Collateral Agent as if it were acting as a subagent of the Trustee), the Company shall furnish to the Note Collateral Agent:

(i) an Officers' Certificate in form and substance reasonably satisfactory to the Note Collateral Agent stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Agreement relating to the proposed action have been complied with; and

(ii) an opinion of counsel in form and substance reasonably satisfactory to the Note Collateral Agent stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

(h) Each certificate or opinion with respect to compliance with a covenant or condition provided for in Section 10.3(g) shall include:

(i) a statement that the individual making such certificate or opinion has read such covenant or condition;

(ii) 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;

(iii) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

10.4 Headings. The table of contents and the headings of Sections have been included herein and in the Collateral Documents for convenience only and should not be considered in interpreting this Agreement or the Collateral Documents.

10.5 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate 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.

10.6 Termination. (a) Notwithstanding the provisions of Section 8.1, this Agreement and all of the other Collateral Documents and all obligations of the Administrative Agent, the Bank Agent, the Trustee and the Note Collateral Agent hereunder and thereunder shall terminate on the Termination Date without delivery of any instrument or performance of any act by any party, including, without limitation, the consent of or notice to any holders of any Secured Obligations. Upon termination of this Agreement, (a) all collateral security granted under the

Bank Obligation Documents and the Note Obligation Documents shall be released,
(b) the Administrative Agent shall, at the sole expense of the Company, deliver to the Company the Collateral pledged to the Administrative Agent under the First Lien Documents, (c) the Note Collateral Agent shall, at the sole expense of the Company, deliver to the Company the Collateral pledged to the Note Collateral Agent under the Second Lien Documents and (d) each of the Administrative Agent and the Note Collateral Agent shall, at the sole expense of the Company, take such further actions as may be necessary to effect the foregoing releases.

(b) Notwithstanding the provisions of Section 8.1, (i) all of the First Lien Documents and all obligations of the Administrative Agent (except those which become the obligations of the Note Collateral Agent pursuant to Section 5.2(e)) and the Bank Agent hereunder and thereunder shall terminate on the First Lien Termination Date and (ii) all of the Second Lien Documents and all obligations of the Note Collateral Agent and the Trustee hereunder and thereunder shall terminate on the Second Lien Termination Date.

10.7 No Effect on Terms of Credit Agreement or Indenture. Nothing contained in this Agreement shall in any manner affect the rights or obligations of the Administrative Agent set forth in Section 13 of the Credit Agreement, all of the terms of which Section 13 shall be deemed to be incorporated by reference in this Agreement as if set forth in full herein. Nothing contained in this Agreement shall in any manner affect the rights or obligations of the Note Collateral Agent set forth in Article VII of the Indenture, all of the terms of which Article VII shall be deemed to be incorporated by reference in this Agreement as if set forth in full herein.

10.8 Successors and Assigns. (a) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns and shall inure to the benefit of each of the holders of Secured Obligations and their respective successors and assigns, and nothing herein is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement or any Collateral.

(b) Upon a successor Bank Agent becoming the Bank Agent under the Credit Agreement, such successor Bank Agent automatically shall become the Administrative Agent hereunder with all the rights and powers of the Administrative Agent hereunder, and bound by the provisions hereof, without the need for any further action on the part of any party hereto.

10.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which when taken together shall constitute one and the same instrument.

10.10 GOVERNING LAW. THE PROVISIONS OF THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

REVLON CONSUMER PRODUCTS CORPORATION

By: /s/ Michael T. Sheehan
    ---------------------------------
    Title: Vice President

JPMORGAN CHASE BANK, as Bank Agent

By: /s/ Neil R. Boyle
    ---------------------------------
    Title:  Managing Director

JPMORGAN CHASE BANK, as Administrative Agent

By: /s/ Neil R. Boyle
    -----------------------------------
    Title:  Managing Director

WILMINGTON TRUST COMPANY, as
Trustee

By: /s/ James P. Lawler
    -----------------------------------
    Title: Vice President

WILMINGTON TRUST COMPANY, as
Note Collateral Agent

By: /s/ James P. Lawler
    ------------------------------------
    Title: Vice President

ACKNOWLEDGEMENT AND CONSENT

Each Grantor has agreed to be bound by the terms of the Collateral Agency Agreement and, without limiting the generality of the foregoing, has expressly agreed that all obligations and liabilities of a Grantor thereunder apply to such Grantor with the same force and effect as if such Grantor were a signatory thereto.

IN WITNESS WHEREOF, each of the undersigned has caused this Acknowledgement and Consent to be duly executed and delivered as of the date first above written.

REVLON, INC.

By: /s/ Robert K. Kretzman
    -----------------------------------------
Name:  Robert Kretzman
Title: Senior Vice President, General Counsel
       & Secretary

ALMAY, INC.
CARRINGTON PARFUMS LTD.
CHARLES OF THE RITZ GROUP LTD.
CHARLES REVSON, INC.
COSMETICS & MORE INC.
NORTH AMERICA REVSALE INC.
PACIFIC FINANCE & DEVELOPMENT CORP.
PPI TWO CORPORATION
PRESTIGE FRAGRANCES, LTD.
REVLON CONSUMER CORP.
REVLON GOVERNMENT SALES, INC.
REVLON INTERNATIONAL CORPORATION
REVLON PRODUCTS CORP.
RIROS CORPORATION
RIROS GROUP INC.
RIT INC.

By: /s/ Robert K. Kretzman
    ------------------------------------------
Name:  Robert Kretzman
Title: Vice President & Secretary

REVLON REAL ESTATE CORPORATION

By: /s/ Robert K. Kretzman
    ------------------------------------------
Name:  Robert Kretzman
Title: President & Secretary

Exhibit A

REVLON CONSUMER PRODUCTS CORPORATION

This certificate is being delivered pursuant to Section 10.3(b) of the Amended and Restated Collateral Agency Agreement dated as of May 30, 1997 and further amended and restated as of November 30, 2001 (the "Collateral Agency Agreement"), among Revlon Consumer Products Corporation (the "Company"), JPMorgan Chase Bank, as Administrative Agent (the "Administrative Agent") and as Bank Agent, and Wilmington Trust Company, as Note Collateral Agent (the "Note Collateral Agent") and as Trustee.

Pursuant to the Collateral Agency Agreement, the Company hereby certifies that (capitalized terms used herein but not defined herein having the meanings given such terms in the Collateral Agency Agreement):

1. Attached hereto is a copy of an amendment or waiver of, or consent under, certain provisions of the First Lien Document referred to therein.

2. The Second Lien Document that relates to such First Lien Document in respect of the same Collateral and the same Grantor is the _______________ Agreement dated as of ___________ made by ________________ in favor of the Note Collateral Agent (the "Comparable Second Lien Document").

3. Pursuant to Section 10.3(b) of the Collateral Agency Agreement and as a result of the certification set forth in paragraph 4 below, the amendment, waiver or consent referred to above applies automatically to the comparable provision of the Comparable Second Lien Document without the consent of or notice to the Controlling Party or any holders of Secured Obligations and without any other action by any Grantor or the Note Collateral Agent.

4. The Company hereby certifies that the application of such amendment, waiver or consent to the Comparable Second Lien Document does not have the effect of removing assets from the Second Collateral Estate.

IN WITNESS WHEREOF, Revlon Consumer Products Corporation has executed this certificate as of ____________ __, 200_.

REVLON CONSUMER PRODUCTS
CORPORATION,

by

Title:

by

Title:

cc: Wilmington Trust Company, as Trustee

Attachment: First Lien Amendment

                                                                                                                       3



                     REVLON CONSUMER PRODUCTS CORPORATION
                          COLLATERAL AGENCY AGREEMENT

                       COMPARABLE SECOND LIEN DOCUMENTS
                       --------------------------------

                           (AS OF NOVEMBER 30, 2001)




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

                                                                                 COMPARABLE
                                       FIRST LIEN                                SECOND LIEN
        CATEGORY                        DOCUMENT                                  DOCUMENT
-------------------------- --------------------------------------- ---------------------------------------
                                     I. STOCK PLEDGES: DOMESTIC
----------------------------------------------------------------------------------------------------------
(1)  Revlon Pledge
     Agreement             Second Amended and Restated Revlon      Revlon Pledge Agreement (Note
                           Pledge Agreement, dated as of           Obligations), dated as of November
                           November 30, 2001, made by Revlon       30, 2001, made by Revlon Inc. in
                           Inc. in favor of the Administrative     favor of the Note Collateral Agent
                           Agent for holders of the Bank           for holders of the Note Obligations,
                           Obligations, pledging the stock (both   pledging the stock (both common and
                           common and preferred) of Revlon         preferred) of Revlon Consumer
                           Consumer Products Corporation.          Products Corporation.
-------------------------- --------------------------------------- ---------------------------------------

                                                                                                                             4



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

                                                                                 COMPARABLE
                                         FIRST LIEN                              SECOND LIEN
        CATEGORY                          DOCUMENT                                DOCUMENT
-------------------------- --------------------------------------- ---------------------------------------
(2) Company Pledge         Amended and Restated Company Pledge     Company Pledge Agreement (Domestic)
     Agreement (Domestic)  Agreement (Domestic), dated as of May   (Note Obligations), dated as of
                           30, 1997, made by Revlon Consumer       November 30, 2001, made by Revlon
                           Products Corporation in favor of the    Consumer Products Corporation in
                           Administrative Agent for holders of     favor of the Note Collateral Agent
                           the Bank Obligations, as amended by     for holders of the Note Obligations,
                           the Consent and Confirmation dated as   pledging (a) the stock of Almay,
                           of November 30, 2001, pledging (a)      Inc., Carrington Parfums Ltd.,
                           the stock of Almay, Inc., Carrington    Charles Revson Inc., North America
                           Parfums Ltd., Charles Revson Inc.,      Revsale Inc., Pacific Finance &
                           North America Revsale Inc., Pacific     Development Corp., PPI Two
                           Finance & Development Corp., PPI Two    Corporation, Prestige Fragrances,
                           Corporation, Prestige Fragrances,       Ltd., Revlon Consumer Corp. (fka
                           Ltd., Revlon Consumer Corp. (fka        Inspirations Inc.), Revlon Government
                           Inspirations Inc.), Revlon Government   Sales, Inc. and Revlon International
                           Sales, Inc. and Revlon International    Corporation, (b) the stock of Revlon
                           Corporation and (b) Investment          Products Corp., (c) the stock of
                           Property, as defined therein.           Revlon Real Estate Corporation, (d)
                                                                   the stock of Charles of the Ritz
                                                                   Group, Ltd., (e) the stock of
                                                                   Cosmetics & More Inc., (f) the stock
                                                                   of RIROS Corporation and (g)
                                                                   Investment Property, as defined
                                                                   therein (the "Second Lien Company
                                                                   Pledge Agreement (Domestic)").
                           --------------------------------------- ---------------------------------------

                           Pledge and Security Agreement           See the Second Lien Company Pledge
                           (Domestic), dated as of July 24,        Agreement (Domestic).
                           1998, made by Revlon Consumer
                           Products Corporation in favor of the
                           Administrative Agent for holders of
                           the Bank Obligations, as amended by
                           the Consent and Confirmation dated as
                           of November 30, 2001, pledging (a)
                           the stock of Revlon Products Corp and
                           (b) Investment Property, as defined
                           therein.
-------------------------- --------------------------------------- ---------------------------------------

                                                                                                                          5

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

                                                                                 COMPARABLE
                                         FIRST LIEN                              SECOND LIEN
        CATEGORY                          DOCUMENT                                DOCUMENT
-------------------------- --------------------------------------- ---------------------------------------
                           Pledge and Security Agreement           See the Second Lien Company Pledge
                           (Domestic), dated as of July 24,        Agreement (Domestic).
                           1998, made by Revlon Consumer
                           Products Corporation in favor of the
                           Administrative Agent for holders of
                           the Bank Obligations, as amended by
                           the Consent and Confirmation dated as
                           of November 30, 2001, pledging (a)
                           the stock of Revlon Real Estate
                           Corporation and (b) Investment
                           Property, as defined therein.
                           --------------------------------------- ---------------------------------------

                           Pledge and Security Agreement           See the Second Lien Company Pledge
                           (Domestic), dated as of November 26,    Agreement (Domestic).
                           2001, made by Revlon Consumer
                           Products Corporation in favor of the
                           Administrative Agent for holders of
                           the Bank Obligations, as amended by
                           the Consent and Confirmation dated as
                           of November 30, 2001, pledging (a)
                           the stock of Charles of the Ritz
                           Group, Ltd. and (b) Investment
                           Property, as defined therein.
                           --------------------------------------- ---------------------------------------

                           Pledge and Security Agreement           See the Second Lien Company Pledge
                           (Domestic), dated as of November 26,    Agreement (Domestic).
                           2001, made by Revlon Consumer
                           Products Corporation in favor of the
                           Administrative Agent for holders of
                           the Bank Obligations, as amended by
                           the Consent and Confirmation dated as
                           of November 30, 2001, pledging (a)
                           the stock of Cosmetics & More, Inc.
                           and (b) Investment Property, as defined
                           therein.
-------------------------- --------------------------------------- ---------------------------------------

                                                                                                                         6


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

                                                                                 COMPARABLE
                                         FIRST LIEN                              SECOND LIEN
        CATEGORY                          DOCUMENT                                DOCUMENT
-------------------------- --------------------------------------- ---------------------------------------
                           Pledge and Security Agreement           See the Second Lien Company Pledge
                           (Domestic), dated as of November 26,    Agreement (Domestic).
                           2001, made by Revlon Consumer
                           Products Corporation in favor of the
                           Administrative Agent for holders of
                           the Bank Obligations, as amended by
                           the Consent and Confirmation dated as
                           of November 30, 2001, pledging (a)
                           the stock of RIROS Corporation and
                           (b) Investment Property, as defined
                           therein.
-------------------------- --------------------------------------- ---------------------------------------

(3) Subsidiary Pledge      Pledge and Security Agreement           Pledge and Security Agreement
     Agreement             (Domestic), dated as of November 26,    (Domestic) (Note Obligations), dated
     (Domestic) - RIROS    2001, made by RIROS Corporation in      as of November 30, 2001, made by
                           favor of the Administrative Agent for   RIROS Corporation in favor of the
                           holders of the Bank Obligations, as     Note Collateral Agent for holders of
                           amended by the Consent and              the Note Obligations, pledging (a)
                           Confirmation dated as of November 30,   the stock of RIROS Group Inc. and (b)
                           2001, pledging (a) the stock of RIROS   Investment Property, as defined
                           Group Inc. and (b) Investment           therein.
                           Property, as defined therein.
-------------------------- --------------------------------------- ---------------------------------------

                                                                                                                       7


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

                                                                                 COMPARABLE
                                         FIRST LIEN                              SECOND LIEN
        CATEGORY                          DOCUMENT                                DOCUMENT
-------------------------- --------------------------------------- ---------------------------------------
(4) Subsidiary Pledge      Amended and Restated Subsidiary         Pledge and Security Agreement
     Agreement             Pledge Agreement (Domestic), dated as   (Domestic) (Note Obligations), dated
     (Domestic) - RIC      of May 30, 1997, made by Revlon         as of November 30, 2001, made by
                           International Corporation in favor of   Revlon International Corporation in
                           the Administrative Agent for holders    favor of the Note Collateral Agent
                           of the Bank Obligations, as amended     for holders of the Note Obligations,
                           by the Consent and Confirmation dated   pledging (a) the stock of RIT Inc.
                           as of November 30, 2001, pledging (a)   and (b) Investment Property, as
                           the stock of RIT Inc. and (b)           defined therein.
                           Investment Property, as defined
                           therein.
-------------------------- --------------------------------------- ---------------------------------------

(5) Subsidiary Pledge      Pledge and Security Agreement           Pledge and Security Agreement
     Agreement             (Domestic), dated as of November 26,    (Domestic) (Note Obligations), dated
     (Domestic) - PPI      2001, made by PPI Two Corporation in    as of November 30, 2001, made by PPI
                           favor of the Administrative Agent for   Two Corporation in favor of the Note
                           holders of the Bank Obligations, as     Collateral Agent for holders of the
                           amended by the Consent and              Note Obligations, pledging only
                           Confirmation dated as of November 30,   Investment Property, as defined
                           2001, pledging only Investment          therein.
                           Property, as defined therein.
-------------------------- --------------------------------------- ---------------------------------------

                                                                                                                      8



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

                              II. STOCK PLEDGES: INTERNATIONAL
-------------------------- --------------------------------------- ---------------------------------------

(1) Company Pledge         Amended and Restated Company Pledge     Company Pledge Agreement
     Agreement             Agreement (International), dated as     (International) (Note Obligations),
     (International)       of May 30, 1997, made by Revlon         dated as of November 30, 2001, made
                           Consumer Products Corporation in        by Revlon Consumer Products
                           favor of the Administrative Agent for   Corporation in favor of the Note
                           holders of the Bank Obligations, as     Collateral Agent for holders of the
                           amended by the Consent and              Note Obligations, pledging (a)
                           Confirmation dated as of November 30,   certain stock of Revlon Gesellschaft
                           2001, pledging (a) certain stock of     mbH (Austria), Revlon Offshore
                           Revlon Gesellschaft mbH (Austria),      Limited (Bermuda), Almay Cosmetics
                           Revlon Offshore Limited (Bermuda),      Ltd. (Canada), RGI Limited (Cayman
                           Almay Cosmetics Ltd. (Canada), RGI      Islands), Deutsche Revlon GmbH
                           Limited (Cayman Islands), Deutsche      (Germany), Revlon Chile S.A. (Chile),
                           Revlon GmbH (Germany), Revlon Chile     Revlon Group Limited (United
                           S.A. (Chile), Revlon Group Limited      Kingdom), RGI Beauty Products (Pty.)
                           (United Kingdom), RGI Beauty Products   Limited (South Africa) and (b)
                           (Pty.) Limited (South Africa),          Investment Property, as defined
                           Madison (Services) Pty. Limited         therein, but excluding Madison
                           (Australia) and (b) Investment          (Services) Pty. Limited (Australia).
                           Property, as defined therein.
-------------------------- --------------------------------------- ---------------------------------------

                                                                                                                        9

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

(2) Subsidiary Pledge      Amended and Restated Subsidiary         Subsidiary Pledge Agreement
     Agreement             Pledge Agreement (International),       (International) (Note Obligations),
     (International) -     dated as of May 30, 1997, made by       dated as of November 30, 2001, made
     RIC                   Revlon International Corporation in     by Revlon International Corporation
                           favor of the Administrative Agent for   in favor of the Note Collateral Agent
                           holders of the Bank Obligations, as     for holders of the Note Obligations,
                           amended by the Consent and              pledging (a) certain stock of Revlon
                           Confirmation dated as of November 30,   New Zealand Limited (New Zealand),
                           2001, pledging (a) certain stock of     Revlon (Hong Kong) Limited (Hong
                           Revlon New Zealand Limited (New         Kong), R.O.C. Holding C.A.
                           Zealand), Revlon (Hong Kong) Limited    (Venezuela), Revlon B.V. (The
                           (Hong Kong), R.O.C. Holding C.A.        Netherlands), Revlon (Puerto Rico)
                           (Venezuela), Revlon B.V. (The           Inc., (Puerto Rico), Revlon, S.A.
                           Netherlands), Revlon (Puerto Rico)      (Mexico), Revlon Gesellschaft mbH
                           Inc., (Puerto Rico), Revlon, S.A.       (Austria), Revlon Manufacturing Ltd.
                           (Mexico), Revlon Gesellschaft mbH       (Bermuda), Revlon Canada Inc.
                           (Austria), Revlon Manufacturing Ltd.    (Canada), Europeenne de Produits de
                           (Bermuda), Revlon Canada Inc.           Beaute (France), Deutsche Revlon GmbH
                           (Canada), Europeenne de Produits de     (Germany), Almay Japan Kabushiki
                           Beaute (France), Deutsche Revlon GmbH   Kaisha (Japan), Revlon K.K. (Japan),
                           (Germany), Almay Japan Kabushiki        Revlon (Suisse) S.A. (Switzerland),
                           Kaisha (Japan), Revlon K.K. (Japan),    Revlon Maritius Ltd. (Mauritius),
                           Revlon (Suisse) S.A. (Switzerland),     Revlon China Holdings Limited (Cayman
                           Revlon (Aust.) Services Pty. Ltd        Islands), Revlon Chile S.A. (Chile),
                           (Australia), Revlon Maritius Ltd.       (b) the stock of New Revlon
                           (Mauritius), Revlon China Holdings      Argentina, S.A., and Revlon Ireland
                           Limited (Cayman Islands), Revlon        Limited and (c) Investment Property,
                           Chile S.A. (Chile) and (b) Investment   as defined therein, but excluding
                           Property, as defined therein.           Revlon (Aust.) Services Pty. Ltd
                                                                   (Australia) (the "Second Lien RIC
                                                                   Pledge Agreement (International)").
-------------------------- --------------------------------------- ---------------------------------------

                                                                                                                        10


-------------------------- --------------------------------------- ---------------------------------------
                           Subsidiary Pledge Agreement             See the Second Lien RIC Pledge
                           (International), dated as of November   Agreement (International).
                           26, 2001, made by Revlon
                           International Corporation  in favor
                           of the Administrative Agent for
                           holders of the Bank Obligations, as
                           amended by the Consent and
                           Confirmation dated as of November 30,
                           2001, pledging (a) the stock of New
                           Revlon Argentina, S.A., and Revlon
                           Ireland Limited and (b) Investment
                           Property, as defined therein.
-------------------------- --------------------------------------- ---------------------------------------

(3) Subsidiary Pledge      Amended and Restated Subsidiary         Subsidiary Pledge Agreement
     Agreement             Pledge Agreement (International),       (International) (Note Obligations),
     (International) -     dated as of May 30, 1997, made by PPI   dated as of November 30, 2001, made
     PPI                   Two Corporation  in favor of the        by PPI Two Corporation in favor of
                           Administrative Agent for holders of     the Note Collateral Agent for holders
                           the Bank Obligations, as amended by     of the Note Obligations, pledging (a)
                           the Consent and Confirmation dated as   certain stock of Revlon (Cayman)
                           of November 30, 2001, pledging (a)      Limited and (b) Investment Property,
                           certain stock of Revlon (Cayman)        as defined therein.
                           Limited and (b) Investment Property,
                           as defined therein.
-------------------------- --------------------------------------- ---------------------------------------

(4) Subsidiary Pledge      Subsidiary Pledge Agreement             Subsidiary Pledge Agreement
     Agreement             (International), dated as of November   (International) (Note Obligations),
     (International) -     26, 2001, made by RIROS Corporation     dated as of November 30, 2001, made
     RIROS                 in favor of the Administrative Agent    by RIROS Corporation in favor of the
                           for holders of the Bank Obligations,    Administrative Agent for holders of
                           as amended by the Consent and           the Bank Obligations, pledging
                           Confirmation dated as of November 30,   certain Investment Property, as
                           2001, pledging certain Investment       defined therein.
                           Property, as defined therein.
-------------------------- --------------------------------------- ---------------------------------------

                                                                                                                           11



                                        III. SECURITY AGREEMENTS
-------------------------- --------------------------------------- ---------------------------------------

(1) Company Security       Amended and Restated Company Security   Company Security Agreement (Note
     Agreement             Agreement, dated as of May 30, 1997,    Obligations), dated as of November
                           made by Revlon Consumer Products        30, 2001, made by Revlon Consumer
                           Corporation in favor of the             Products Corporation, in favor of the
                           Administrative Agent for holders of     Note Collateral Agent for holders of
                           the Bank Obligations, as amended by     the Note Obligations.
                           the Consent and Confirmation dated as
                           of November 30, 2001.
-------------------------- --------------------------------------- ---------------------------------------

(2) Subsidiary Security    Amended and Restated Subsidiary         Subsidiary Security Agreement (Note
     Agreement -  Multi    Security Agreement, dated as of May     Obligations), dated as of November
                           30, 1997, made by Almay, Inc.,          30, 2001, made by (a) Almay, Inc.,
                           Carrington Parfums Ltd., Charles        Carrington Parfums Ltd., Charles
                           Revson Inc., North America Revsale      Revson Inc., North America Revsale
                           Inc., Pacific Finance & Development     Inc., Pacific Finance & Development
                           Corp., PPI Two Corporation, Prestige    Corp., PPI Two Corporation, Prestige
                           Fragrances, Ltd., Revlon Consumer       Fragrances, Ltd., Revlon Consumer
                           Corp., Revlon Government Sales, Inc.,   Corp., Revlon Government Sales, Inc.,
                           Revlon International Corporation and    Revlon International Corporation and
                           RIT Inc. in favor of the                RIT Inc., (b) Revlon Products Corp.
                           Administrative Agent for holders of     (c) Revlon Real Estate Corporation,
                           the Bank Obligations, as amended by     and (d) Charles of the Ritz Group
                           the Consent and Confirmation dated as   Ltd., RIROS Corporation, RIROS Group
                           of November 30, 2001.                   Inc. and Cosmetics & More, Inc. in
                                                                   favor of the Note Collateral Agent
                                                                   for holders of the Note Obligations
                                                                   (the "Second Lien Subsidiary Security
                                                                   Agreement").
-------------------------- --------------------------------------- ---------------------------------------

(3) Subsidiary Security    Subsidiary Security Agreement, dated    See the Second Lien Subsidiary
     Agreement - Revlon    as of July 24, 1998, made by Revlon     Security Agreement.
     Products              Products Corp. in favor of the
                           Administrative Agent for holders of
                           the Bank Obligations, as amended by
                           the Consent and Confirmation dated as
                           of November 30, 2001.
-------------------------- --------------------------------------- ---------------------------------------

                                                                                                                      12


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

(4) Subsidiary Security    Subsidiary Security Agreement, dated    See the Second Lien Subsidiary
     Agreement - Revlon    as of July 24, 1998, made by Revlon     Security Agreement.
     Real Estate           Real Estate Corporation in favor of
                           the Administrative Agent for holders
                           of the Bank Obligations, as amended
                           by the Consent and Confirmation dated
                           as of November 30, 2001.
-------------------------- --------------------------------------- ---------------------------------------

(5) Subsidiary Security    Subsidiary Security Agreement, dated    See the Second Lien Subsidiary
     Agreement -  RIROS    as of November 26, 2001, made by        Security Agreement.
     Corporation, RIROS    RIROS Corporation, RIROS Group Inc.
     Group, and C&M        and Cosmetics & More, Inc. in favor
                           of the Administrative Agent for
                           holders of the Bank Obligations, as
                           amended by the Consent and
                           Confirmation dated as of November 30,
                           2001.
-------------------------- --------------------------------------- ---------------------------------------

(6) Subsidiary Security    Amended and Restated Subsidiary         See the Second Lien Subsidiary
     Agreement - Ritz      Security Agreement, dated as of         Security Agreement.
                           November 26, 2001 made by Charles of
                           the Ritz Group Ltd. in favor of the
                           Administrative Agent for holders of
                           the Bank Obligations, as amended by
                           the Consent and Confirmation dated as
                           of November 30, 2001.
-------------------------- --------------------------------------- ---------------------------------------

                                                                                                                  13



                             IV. SECURITY AGREEMENTS: INTELLECTUAL PROPERTY
-------------------------- --------------------------------------- ---------------------------------------

(1) Company Copyright      Company Copyright Security Agreement,   Company Copyright Security Agreement
     Security Agreement    dated as of May 30, 1997, made by       (Note Obligations), dated as of
                           Revlon Consumer Products Corporation    November 30, 2001, made by Revlon
                           in favor the Administrative Agent for   Consumer Products Corporation in
                           holders of the Bank Obligations, as     favor of the Note Collateral Agent
                           amended by the Consent and              for holders of the Note Obligations.
                           Confirmation dated as of November 30,
                           2001.
-------------------------- --------------------------------------- ---------------------------------------

(2) Company Patent         Company Patent Security Agreement,      Company Patent Security Agreement
     Security Agreement    dated as of February 28, 1995, made     (Note Obligations), dated as of
                           by Revlon Consumer Products             November 30, 2001, made by Revlon
                           Corporation in favor of the             Consumer Products Corporation in
                           Administrative Agent for holders of     favor of the Note Collateral Agent
                           the Bank Obligations, as amended by     for holders of the Note Obligations.
                           the Consent and Confirmation dated as
                           of November 30, 2001.
-------------------------- --------------------------------------- ---------------------------------------

(3) Company Trademark      Company Trademark Security Agreement,   Company Trademark Security Agreement
     Security Agreement    dated as of February 28, 1995, made     (Note Obligations), dated as of
                           by Revlon Consumer Products             November 30, 2001, made by Revlon
                           Corporation in favor of the             Consumer Products Corporation in
                           Administrative Agent for holders of     favor of the Note Collateral Agent
                           the Bank Obligations, as amended by     for holders of the Note Obligations.
                           the Consent and Confirmation dated as
                           of November 30, 2001.
-------------------------- --------------------------------------- ---------------------------------------

(4) Subsidiary Trademark   Subsidiary Trademark Security           Subsidiary Trademark Security
     Security Agreement    Agreement, dated as of February 28,     Agreement (Note Obligations), dated
     - Prestige            1995, made by Prestige Fragrances,      as of November 30, 2001, made by
                           Ltd., in favor of the Administrative    Prestige Fragrances, Ltd., in favor
                           Agent for holders of the Bank           of the Note Collateral Agent for
                           Obligations, as amended by the          holders of the Note Obligations.
                           Consent and Confirmation dated as of
                           November 30, 2001.
-------------------------- --------------------------------------- ---------------------------------------

                                                                                                                  14
-------------------------- --------------------------------------- ---------------------------------------
(5) Subsidiary Trademark   Subsidiary Trademark Security           Subsidiary Trademark Security
     Security Agreement    Agreement, dated as of February 28,     Agreement (Note Obligations), dated
     - Revson              1995, made by Charles Revson, Inc.,     as of November 30, 2001, made by
                           in favor of the Administrative Agent    Charles Revson, Inc., in favor of the
                           for holders of the Bank Obligations,    Note Collateral Agent for holders of
                           as amended by the Consent and           the Note Obligations.
                           Confirmation dated as of November 30,
                           2001.
-------------------------- --------------------------------------- ---------------------------------------

(6) Subsidiary Trademark   Amended and Restated Subsidiary         Subsidiary Trademark Security
     Security Agreement    Trademark Security Agreement, dated     Agreement (Note Obligations), dated
     - Ritz                as of November 29, 2001, made by        as of November 30, 2001, made by
                           Charles of the Ritz Group, Ltd., in     Charles of the Ritz Group, Ltd., in
                           favor of the Administrative Agent for   favor of the Note Collateral Agent
                           holders of the Bank Obligations as      for holders of the Note Obligations.
                           amended by the Consent and
                           Confirmation dated as of November 30,
                           2001.
-------------------------- --------------------------------------- ---------------------------------------

                                                                                                                   15

                                        V. REAL PROPERTY MORTGAGE
-------------------------- --------------------------------------- ---------------------------------------

(1) Real Property          Deed of Trust, Assignment of Rents      Deed of Trust, Assignment of Rents
     Mortgage              and Leases and Security Agreement,      and Leases and Security Agreement,
                           dated as of January 29, 2001, made by   dated as of November 30, 2001, made
                           Revlon Consumer Products Corporation,   by Revlon Consumer Products
                           to First American Title Insurance       Corporation, to First American Title
                           Company as Trustee, for the use and     Insurance Company, for the use and
                           benefit of The Chase Manhattan Bank,    benefit of Wilmington Trust Company,
                           in its capacity as Administrative       as the Note Collateral Agent for
                           Agent, as amended by Amendment No. 1    holders of the Note Obligations,
                           to Deed of Trust, Assignment of Rents   relating to the Oxford, North
                           and Leases and Security Agreement,      Carolina, facility.
                           dated as of November 30, 2001 by and
                           between Revlon Consumer Products
                           Corporation, First America Title
                           Insurance Company as trustee and
                           JPMorgan Chase Bank as Administrative
                           Agent, relating to the Oxford, North
                           Carolina, facility.
-------------------------- --------------------------------------- ---------------------------------------