THIRD AMENDMENT

THIRD AMENDMENT, dated as of March 24, 2015 (this “Amendment”), to the Credit Agreement, dated as of April 2, 2013 (as amended or modified from time to time, the “Credit Agreement”), among COTY INC. (the “Borrower”), the lenders and agents party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

WHEREAS, the Borrower has requested that the Lenders agree to amend the Credit Agreement as set forth herein, and the Lenders are willing to agree to such amendments;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.Defined Terms. Unless otherwise defined herein, any capitalized term defined in the Credit Agreement and used herein shall have the meaning given to such term in the Credit Agreement.

SECTION 2.    Amendments to Section 1.1 of the Credit Agreement.

(a)     The definition of “Base Leverage Ratio” is hereby deleted in its entirety and the following shall be included in lieu thereof:

“Base Leverage Ratio” means (a) for each fiscal quarter ending on or prior to December 31, 2014, 3.50 to 1.0, (b) for each fiscal quarter thereafter ending on or prior to December 31, 2015, 3.95 to 1.0, (c) for each fiscal quarter thereafter ending on or prior to December 31, 2016, 3.75 to 1.0 and (d) thereafter, 3.50 to 1.0.

(b)    The definition of “Sanctioned Country” is hereby amended to include the phrase “the Crimea region of Ukraine,” immediately before the word “Iran”.

    

SECTION 3.    Effectiveness of Amendment . This Amendment shall not become effective until the date (such date, the “Amendment Effective Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.2 of the Credit Agreement):

The Administrative Agent shall have received the following:

(i)    counterparts to this Amendment signed on behalf of the Borrower and the Required Lenders;

(ii)    the Borrower shall have paid in immediately available funds to the Administrative Agent for the account of each Lender which executes and delivers this Amendment on or prior to the Amendment Effective Date, a consent fee equal to 0.10% multiplied by the sum of (i) the Revolving Commitment of such Lender in effect on the Amendment Effective Date and (ii) the aggregate amount of the outstanding Term Loans of such Lender on the Amendment Effective Date;

(iii)    all other fees and all other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced at least one Business Day prior to the Amendment Effective Date, reimbursement or payment of all reasonable out‑of‑pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document; and

(iv)    an Acknowledgement and Consent executed by each Loan Party substantially in the form of Schedule A.

SECTION 4.    Representations and Warranties. The Borrower represents and warrants to the Lenders that:

(a)    The representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than representations and warranties qualified by “materiality” or “Material Adverse Effect”, which are true and correct in all respects) on and as of the Amendment Effective Date, except for representations and warranties expressly stated to relate to a specific date.

(b)    No Default or Event of Default exists on the Amendment Effective Date.

(c)    (i)    The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended June 30, 2014, audited and reported on by Deloitte & Touche, independent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year‑end audit adjustments and the absence of footnotes in the case of quarterly financial statements.

(ii)    Except as disclosed in the financial statements referred to above or the notes thereto and except for the Disclosed Matters, after giving effect to the transactions contemplated hereby, none of the Borrower or its Subsidiaries has, as of the Amendment Effective Date, any unusual material contingent liabilities or unrealized losses.

(iii)    Since June 30, 2014, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect.

SECTION 5.    Effect on the Credit Agreement and the Loan Documents. (a) Except as specifically amended above, the Credit Agreement shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

(b)    The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of any of the Credit Agreement.

(c)    Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.  This Amendment shall constitute a Loan Document.

SECTION 6.    Expenses; Indemnity; Damage Waiver. The Borrower acknowledges and agrees that any action taken or not taken by the Administrative Agent contemplated by this letter agreement shall benefit from and be subject to the Borrower’s expense reimbursement and indemnification obligations under Section 9.4 of the Credit Agreement, mutatis mutandis.

SECTION 7.    Governing Law; Jurisdiction; Consent to Service of Process.

(a)    This Amendment shall be construed in accordance with and governed by the law of the State of New York.

(b)    The provisions of Sections 9.10 and 9.11 of the Credit Agreement are incorporated herein, mutatis mutandis.

SECTION 8.    Counterparts; Integration; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Amendment by email or telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

COTY INC.

By: /s/ Patrice de Talhouët

Name: Patrice de Talhouët

Title: Chief Financial Officer

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender

By: /s/ Tony Yung

Name: Tony Yung

Title: Executive Director

Morgan Stanley Bank, N.A., as a Lender

By: /s/ Michael King

Name: Michael King

Title: Authorized Signatory

The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender

By: /s/ Adrienne Young

Name: Adrienne Young

Title: Vice President

BNP Paribas, as a Lender

By: /s/ Nicole Rodriguez

Name: Nicole Rodriguez

Title: Director

By: /s/ Louise Roussel

Name: Louise Roussel

Title: Vice President

Bank of America N.A., as a Lender

By: /s/ J. Casey Cosgrove

Name: J. Casey Cosgrove

Title: Director

ING Bank N.V., as a Lender

By: /s/ R.P. Boon

Name: R.P. Boon

Title: Director

By: /s/ E.C. Streng

Name: E.C. Streng

Title: Director

Wells Fargo Bank N.A., as a Lender

By: /s/ Vanitha Kathrotia

Name: Vanitha Kathrotia

Title: Vice President

Crédit Agricole Corporate and Investment Bank, as a Lender

By: /s/ Elvis Grgurovic

Name: Elvis Grgurovic

Title: Director

By: /s/ Juliette Cohen

Name: Juliette Cohen

Title: Managing Director

ROYAL BANK OF CANADA, as a Lender

By: /s/ Simone G. Vinocour

Name: Simone G. Vinocour

Title: Authorized Signatory

HSBC BANK USA, N.A., as a Lender

By: /s/ Christopher J. Mendelsohn

Name: Christopher J. Mendelsohn

Title: Senior Vice President

Fifth Third Bank, as a Lender

By: /s/ Valerie Schanzer

Name: Valerie Schanzer

Title: Managing Director

Mizuho Bank, Ltd., as a Lender

By: /s/ David Lim

Name: David Lim

Title: Authorized Signatory

Barclays Bank PLC,

By: /s/ Ronnie Glenn

Name: Ronnie Gleen

Title: Vice President

Sumitomo Mitsui Banking Corp., as a Lender

By: /s/ David W. Kee

Name: David W. Kee

Title: Managing Director

SANTANDER BANK, N.A., as a Lender

By: /s/ William Maag

Name: William Maag

Title: Managing Director

Société Générale, as a Lender

By: /s/ Yao Wang

Name: Yao Wang

Title: Director

Deutsche Bank AG New York Branch, as a Lender

By: /s/ Virginia Cosenza

Name: Virginia Cosenza

Title: Vice President

By: /s/ Ross Levitsky

Name: Ross Levitsky

Title: Managing Director

U.S. BANK NATIONAL ASSOCIATION

By: /s/ Joyce P. Dorsett

Name: Joyce P. Dorsett

Title: Vice President

LLOYDS BANK PLC, as a Lender

By: /s/ Stephen Giacolone

Name: Stephen Giacolone

Title: Assistant Vice President – G011

By: /s/ David Popat

Name: David Popat

Title: Senior Vice President – P003

TD BANK, N.A., as a Lender

By: /s/ Michele Dragonetti

Name: Michele Dragonetti

Title: Senior Vice President

BANKUNITED NA, as a Lender

By: /s/ Charles J. Klenk

Name: Charles J. Klenk

Title: Senior Vice President

Umpqua Bank, as a Lender

By: /s/ Jeff Miller

Name: Jeff Miller

Title: Vice President

THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By: /s/ Michael Fabiano

Name: Michael Fabiano

Title: Director

COMPASS BANK, as a Lender

By: /s/ Christopher Griffin

Name: Christopher Griffin

Title: Vice President

DZ BANK AG

Deutsche Zentral-Genossenschaftsbank,

New York Branch, as a Lender

By: /s/ Paul Fitzpatrick

Name: Paul Fitzpatrick

Title: Senior Vice President

By: /s/ Christopher Beyer

Name: Christopher Beyer

Title: Assistant Vice President

Mega International Commercial Bank Co., Ltd., Chicago Branch, as a Lender

By: /s/ Luke L. Hwang

Name: Luke L. Hwang

Title: VP and General Manager

Mega International Commercial Bank Co., Ltd.

New York Branch, as a Lender

By: /s/ Angela Chen

Name: Angela Chen

Title: VP & DGM

Bank of the West, as a Lender

By: /s/ Francesco Ingargiola

Name: Francesco Ingargiola

Title: SVP

First Hawaiian Bank, as a Lender

By: /s/ Jon T. Fukagawa

Name: Jon T. Fukagawa

Title: Vice President

Each of the parties hereto hereby acknowledges and consents to the Third Amendment, dated as of March 24, 2015 (the “Amendment”; capitalized terms used herein, but not defined, shall have the meanings set forth in the Amendment), to the Credit Agreement, dated as of April 2, 2013, among COTY INC. (the “Borrower”), the lenders and agents party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and agrees, with respect to each Loan Document to which it is a party, all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to the Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement and Consent to be duly executed and delivered by their respective proper and duly authorized officers as of the date first written above.

Coty Inc.

By: /s/ Patrice de Talhouët

Name: Patrice de Talhouët

Title: Chief Financial Officer

Coty US LLC

By: /s/ Patrice de Talhouët

Name: Patrice de Talhouët

Title: Manager, Chief Financial Officer

Calvin Klein Cosmetic Corporation

By: /s/ Patrice de Talhouët

Name: Patrice de Talhouët

Title: Director

O P I Products, Inc.

By: /s/ Patrice de Talhouët

Name: Patrice de Talhouët

Title: Director

Philosophy Acquisition Company, Inc.

By: /s/ Patrice de Talhouët

Name: Patrice de Talhouët

Title: Director

Philosophy, Inc.

By: /s/ Patrice de Talhouët

Name: Patrice de Talhouët

Title: Chief Financial Officer