RDEN Elizabeth Arden, Inc.

For purposes of this discussion, we use the term “ U.S. holder ” to mean a beneficial owner of shares of Elizabeth Arden common stock that is, for U.S. federal income tax purposes:

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We use the term “ non-U.S. holder ” to mean a beneficial owner of Elizabeth Arden common stock (other than a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. holder.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) beneficially owns shares of Elizabeth Arden common stock, the tax treatment of the partnership and its partners generally will depend on the status of the partners and the activities of the partnership. A partner in a partnership holding shares of Elizabeth Arden common stock should consult such partner’s tax advisor.

U.S. Holders

General. A U.S. holder’s receipt of cash in exchange for shares of Elizabeth Arden common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, and a U.S. holder who receives cash in exchange for shares of Elizabeth Arden common stock in the merger will recognize gain or loss equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in the shares converted into the right to receive cash in the merger. Gain or loss will be determined separately for each block of shares of Elizabeth Arden common stock (that is, shares acquired at the same cost in a single transaction). Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder’s holding period for the shares is more than one year at the effective time of the merger. Long-term capital gain recognized by individuals and other non-corporate persons that are U.S. holders generally is subject to tax at a reduced rate of U.S. federal income tax. There are limitations on the deductibility of capital losses.

Tax on Net Investment Income. A 3.8% tax is imposed on all or a portion of the “net investment income” (within the meaning of the Code) of certain individuals, trusts and estates if their income exceeds certain thresholds. For individuals, the additional 3.8% tax will be imposed on the lesser of (i) an individual’s “net investment income” for the taxable year or (ii) the amount by which an individual’s modified adjusted gross income for the taxable year exceeds $250,000 (if the individual is married and filing jointly or a surviving spouse), $125,000 (if the individual is married and filing separately) or $200,000 (in any other case). In the case of an estate or trust, the tax will be imposed on the lesser of (i) undistributed “net investment income” for the taxable year or (ii) the excess of adjusted gross income for the taxable year over the dollar amount at which the highest income tax bracket applicable to an estate or trust begins. For these purposes, “net investment income” generally will include any gain recognized on the receipt of cash for shares in the merger.

Information Reporting and Backup Withholding. A U.S. holder may be subject to information reporting. In addition, all payments to which a U.S. holder would be entitled pursuant to the merger will be subject to backup withholding at the statutory rate unless such holder (i) is a corporation or other exempt recipient (and, when required, demonstrates this fact), or (ii) provides a taxpayer identification number (which we refer to as a “ TIN ”) and certifies, under penalty of perjury, that the U.S. holder is not subject to backup withholding, and otherwise complies with applicable requirements of the backup withholding rules. A U.S. holder that does not otherwise establish exemption should complete and sign an IRS Form W-9 in order to provide the information and certification necessary to avoid backup withholding and possible penalties. If a U.S. holder does not provide a correct TIN, such U.S. holder may be subject to backup withholding and penalties imposed by the IRS.

Any amount paid as backup withholding does not constitute an additional tax and will be creditable against a U.S. holder’s U.S. federal income tax liability, provided the required information is given to the IRS in a timely manner. If backup withholding results in an overpayment of tax, a U.S. holder may obtain a refund by filing a

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U.S. federal income tax return in a timely manner. U.S. holders are urged to consult their tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

Non-U.S. Holders

General. A non-U.S. holder’s receipt of cash for shares of Elizabeth Arden common stock pursuant to the merger generally will not be subject to U.S. federal income tax unless:

Gain described in the first bullet point above generally will be subject to tax at a flat rate of 30% (or such lower rate as may be specified under an applicable income tax treaty), net of applicable U.S.-source losses from sales or exchanges of other capital assets recognized by such non-U.S. holder during the taxable year. Unless a tax treaty provides otherwise, gain described in the second bullet point above will be subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a U.S. holder. A non-U.S. holder that is a foreign corporation also may be subject to a 30% branch profits tax (or applicable lower treaty rate). Non-U.S. holders are urged to consult their tax advisors as to any applicable tax treaties that might provide for different rules.

With respect to the third bullet point above, the determination whether we are a USRPHC depends on the fair market value of our United States real property interests relative to the fair market value of our other trade or business assets and our United States and foreign real property interests. We believe that we have not been a USRPHC for U.S. federal income tax purposes at any time during the five-year period ending on the date of the merger.

Information Reporting and Backup Withholding . Information reporting and backup withholding will generally apply to payments made pursuant to the merger to a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption. Dispositions effected through a non-U.S. office of a U.S. broker or a non-U.S. broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. A non-U.S. holder must generally submit an IRS Form W-8BEN or W-8BEN-E (or other applicable IRS Form W-8) attesting to its exempt foreign status in order to qualify as an exempt recipient. Any amount paid as backup withholding does not constitute an additional tax and will be creditable against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is given to the IRS in a timely manner. If backup withholding results in an overpayment of tax, a non-U.S. holder may obtain a refund by filing a U.S. federal income tax return in a timely manner. Non-U.S. holders are urged to consult their tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS OF SHARES OF ELIZABETH ARDEN COMMON STOCK. HOLDERS OF SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS

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AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH FOR THEIR SHARES PURSUANT TO THE MERGER UNDER ANY U.S. FEDERAL, STATE, FOREIGN, LOCAL OR OTHER TAX LAWS.

Regulatory Approvals Required for the Merger

Under the merger agreement, the respective obligations of Elizabeth Arden, Revlon, RCPC and Sub to complete the merger are subject to, among other things, the expiration or termination of any applicable waiting period (and any extension thereof) applicable to the completion of the merger under the HSR Act and receipt of all other antitrust approvals including those under the antitrust laws of Germany and South Africa. On June 30, 2016, Elizabeth Arden and Revlon filed their respective notification and report forms under the HSR Act with the Antitrust Division of the United States Department of Justice (which we refer to as the “ DOJ ”) and the United States Federal Trade Commission (which we refer to as the “ FTC ”), which triggered the start of the HSR Act waiting period.

On June 27, 2016 and June 28, 2016, Revlon and Elizabeth Arden jointly filed for regulatory approval under the antitrust laws of Germany and South Africa, respectively.

On July 13, 2016, Revlon and Elizabeth Arden received early termination of the HSR Act waiting period. On July 18, 2016, after an expedited review, the German competition authority cleared the merger to proceed.

At any time before or after the effective time of the merger, the DOJ, the FTC, antitrust authorities outside the United States or U.S. state attorneys general could take action under applicable antitrust laws, including seeking to enjoin the completion of the merger, conditionally approving the merger upon the divestiture of Elizabeth Arden’s, RCPC’s or Revlon’s assets, subjecting the completion of the merger to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. See the section entitled “The Agreement and Plan of Merger—Efforts to Complete the Merger” beginning on page 79.

We currently expect to obtain all remaining antitrust and other regulatory approvals that are required for the completion of the merger by the end of 2016; however, we cannot guarantee when any such approvals will be obtained, or that they will be obtained at all.

Litigation Related to the Merger

On June 24, 2016, a putative shareholder class action lawsuit (Parker v. Elizabeth Arden, Inc. et al., Case No. CACE-16-011781) (which we refer to as the “ Parker complaint ”) was filed in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida against Elizabeth Arden, the members of the Board, Revlon, RCPC, and Sub. In general, the Parker complaint alleges that: (i) the members of the Board breached their fiduciary duties to Elizabeth Arden shareholders by, among other things, approving the merger pursuant to an unfair process and at an inadequate and unfair price; and (ii) Elizabeth Arden, Revlon, RCPC, and Sub aided and abetted the breaches of fiduciary duty by the members of the Board. The plaintiff seeks, among other things, injunctive relief prohibiting consummation of the merger, compensatory damages, rescissory damages in the event the merger is consummated, and an award of attorneys’ fees and expenses.

On June 29, 2016, a putative shareholder class action and derivative lawsuit (Christiansen v. Rhône Capital L.L.C. et al., Case No. CACE-16-011746) (which we refer to as the “ Christiansen complaint ”) was filed in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida against Rhône Capital L.L.C., Nightingale Onshore, Nightingale Offshore, the members of the Board, Revlon, RCPC, and Sub. In general, the Christiansen complaint alleges that: (i) the members of the Board breached their fiduciary duties to the holders of Elizabeth Arden’s common stock and to the company by, among other things, approving the merger pursuant to a flawed process that placed the interests of the holders of the Elizabeth Arden preferred stock ahead of the interests of Elizabeth Arden and the holders of Elizabeth Arden common stock; (ii) Rhône Capital L.L.C., Nightingale Onshore and Nightingale Offshore, an alleged controlling shareholder of Elizabeth Arden, breached its alleged fiduciary duties to the holders of Elizabeth Arden common stock and to Elizabeth Arden by

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forcing Elizabeth Arden to agree to the unfair terms of the merger; and (iii) Revlon, RCPC, and Sub aided and abetted the breaches of fiduciary duty by the members of the Board to the holders of Elizabeth Arden common stock and to Elizabeth Arden. The plaintiff seeks, among other things, injunctive relief prohibiting consummation of the merger, a declaration that the merger agreement was entered into in breach of the fiduciary duties owed to Elizabeth Arden and holders of Elizabeth Arden common stock by the members of the Board, Rhône Capital L.L.C., Nightingale Onshore and Nightingale Offshore, and an award of attorneys’ fees and expenses.

Additional lawsuits arising out of or relating to the merger agreement or the merger may be filed in the future.

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THE AGREEMENT AND PLAN OF MERGER

The summary of the material provisions of the merger agreement set forth below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference in this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully in its entirety.

The merger agreement is described in this proxy statement and included as Annex A only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding Elizabeth Arden, Revlon, RCPC or Sub or their respective businesses. Such information can be found elsewhere in this proxy statement or, in the case of Elizabeth Arden, in the public filings that Elizabeth Arden makes with the SEC, which are available without charge through the SEC’s website at www.sec.gov. See the section entitled “Where You Can Find More Information,” beginning on page 102.

The representations, warranties and covenants made in the merger agreement by Elizabeth Arden, Revlon, RCPC and Sub are qualified and subject to important limitations agreed to by Elizabeth Arden, Revlon, RCPC and Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC and in some cases were qualified by disclosures that were made by Elizabeth Arden, which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement.

Date of the Merger Agreement

The merger agreement was executed by Elizabeth Arden, Revlon, RCPC and Sub on June 16, 2016 (which we refer to as the “ date of the merger agreement ”).

The Merger

The merger agreement provides that Sub will be merged with and into Elizabeth Arden upon the terms, and subject to the conditions, set forth in the merger agreement, with Elizabeth Arden continuing as the surviving corporation and a wholly-owned subsidiary of RCPC.

Following the completion of the merger, Elizabeth Arden will become a wholly-owned subsidiary of RCPC, and Elizabeth Arden common stock will be delisted from NASDAQ, deregistered under the Exchange Act and cease to be publicly traded.

Closing; Effective Time of the Merger

Unless otherwise mutually agreed in writing among Elizabeth Arden, Revlon, RCPC and Sub, the closing of the merger will take place no later than the third business day following the day on which all of the conditions to the merger (described under “—Conditions to the Merger” beginning on page 85) are satisfied or waived (other than any condition that by its nature cannot be satisfied until the closing of the merger, but subject to the

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satisfaction or waiver of any such condition) unless the marketing period (as described below) has not been completed at such time. If the marketing period has not ended at such time, the closing of the merger will instead occur on the earlier to occur of (i) the third business day after the final day of the marketing period or (ii) a business day during the marketing period specified by Revlon on no less than three business days’ written notice to Elizabeth Arden, but subject, in each case, to the satisfaction or waiver of all conditions to the merger (other than any condition that by its nature cannot be satisfied until the closing of the merger, but subject to the satisfaction or waiver of any such condition).

The merger will become effective at such date and time as articles of merger are duly filed with the Department of State of the State of Florida, or a later date and time agreed to by the parties and specified in the articles of merger. Assuming timely satisfaction of the conditions to the merger, we currently expect the closing of the merger to occur by the end of 2016.

Marketing Period

The “marketing period” referred to above is the first period of twenty-two consecutive calendar days beginning on the date all of the required financial information (as described under “—Financing—Elizabeth Arden Cooperation with Financing” beginning on page 81) regarding Elizabeth Arden is delivered to Revlon and RCPC and (i) throughout which Revlon and RCPC will have all of the required financial information and such required financial information will be compliant (as defined below), and (ii) nothing will have occurred and no condition will exist that would cause any of the conditions to the obligations of Revlon, RCPC and Sub to close the merger (other than conditions that by their nature are to be satisfied at the closing of the merger) to fail to be satisfied assuming that the date of the closing of the merger was to be scheduled for any time during such twenty-two consecutive calendar day period. The marketing period will (a) not count the days from and including July 1, 2016 through and including July 4, 2016; (c) either end on or prior to August 19, 2016 or will not commence prior to September 6, 2016; and (c) not count the days from and including November 24, 2016 through and including November 27, 2016. The marketing period will end on any earlier date on which the debt financing is consummated.

Required financial information is “compliant” if (i) it does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make it not materially misleading and (ii) the historical financial statements of Elizabeth Arden included in such required financial information complies in all material respects, subject to certain exceptions, with the requirements of Regulations S-X for an offering under the Securities Act pursuant to a registration statement on Form S-1 in connection with the registration of debt securities of Revlon or RCPC of the type contemplated by the debt financing (as further described under “Financing of the Merger” beginning on page 58), and are sufficient to permit Revlon’s and RCPC’s independent accountants to issue customary comfort letters, in order to consummate any offering of debt securities on any day during the marketing period.

Merger Consideration

Elizabeth Arden Common Stock

At the effective time of the merger, each share of Elizabeth Arden common stock issued and outstanding immediately prior thereto (other than Excluded Shares) will be converted into the right to receive $14.00 in cash, without interest and less any applicable withholding taxes.

Treatment of Equity Awards Stock Options and RSU Awards

Stock Options

Each Stock Option that is outstanding and unexercised immediately prior to the effective time of the merger (whether vested or unvested) will be canceled by virtue of the merger and without any action on the part of any

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holder of any Stock Option, in consideration for the right to receive, at or as promptly as practicable following the effective time of the merger, a cash payment, if any, equal to the product of (i) the number of shares of Elizabeth Arden common stock subject to such Stock Option immediately prior to the effective time of the merger and (ii) the excess, if any, of the merger consideration over the exercise price of such Stock Option, less any required withholding taxes and without interest. Any Stock Option with an exercise price per share that is greater than or equal to the merger consideration will be canceled in exchange for no consideration.

RSU Awards

Each RSU Award outstanding immediately prior to the effective time of the merger will become fully vested and be converted into the right to receive, at or as promptly as practicable following the effective time of the merger, an amount in cash equal to the merger consideration, less any required withholding taxes and without interest.

Treatment of Series A Serial Preferred Stock and Warrants

Pursuant to the Repurchase Agreement, immediately prior to the effective time of the merger, Elizabeth Arden will purchase all issued and outstanding shares of Elizabeth Arden preferred stock beneficially held by Nightingale, with funds provided to (or paid on behalf of) Elizabeth Arden by Revlon and RCPC, and all Nightingale Warrants will be canceled for no additional consideration. See the section entitled “The Preferred Stock Repurchase and Warrant Cancellation Agreement” beginning on page 95.

Exchange and Payment Procedures

You should not send in your share certificate(s) with your proxy card. A letter of transmittal with instructions for the surrender of certificates representing shares of Elizabeth Arden common stock will be mailed to shareholders if the merger is completed.

At or before the effective time of the merger, Revlon will deposit, or will cause to be deposited, with the paying agent cash in the aggregate amount necessary for the paying agent to make payment of the aggregate merger consideration to all holders of shares of Elizabeth Arden common stock (other than holders of Excluded Shares). If the funds deposited with the paying agent diminish for any reason below the amount required to make prompt payment of the merger consideration in full, then Revlon will promptly deposit or cause to be deposited, additional funds with the paying agent in an amount that is equal to the deficiency in the amount required to make such payment.

As promptly as practicable, and in any event within three business days, after the date of the effective time of the merger, the surviving corporation will cause the paying agent to mail to each record holder of shares of Elizabeth Arden common stock (whether holding a share certificate or book-entry shares) a letter of transmittal and instructions describing how such record holder may exchange, his, her or its shares of Elizabeth Arden common stock for the merger consideration.

If you hold a share certificate, you should NOT return your share certificate with the enclosed proxy card, and you should not forward your share certificate to the paying agent without a duly completely letter of transmittal.

If you are a record holder of shares of Elizabeth Arden common stock (and do not hold such shares by book-entry) you will not be entitled to receive the merger consideration until you deliver a duly completed and executed letter of transmittal to the paying agent and such other documents as may be required under the instructions delivered with the letter of transmittal. If your shares are certificated, you must also surrender your share certificate or certificates to the paying agent.

No holder of book-entry shares of Elizabeth Arden common stock will be required to deliver a share certificate or an executed letter of transmittal to the paying agent to receive the merger consideration such holder

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is entitled to receive (and, at the effective time of the merger, such holder will automatically be entitled to receive such merger consideration) so long as such holder has delivered, or Elizabeth Arden possesses, information sufficient to effect payment to such holder of the merger consideration such holder is entitled to receive in accordance with the merger agreement.

If payment of all or any portion of the merger consideration in respect of a surrendered share of Elizabeth Arden common stock is to be made to a person other than the registered holder of such surrendered share of Elizabeth Arden common stock, such payment will not be made unless such share of Elizabeth Arden common stock is properly endorsed or otherwise in proper form for transfer and the person requesting such payment has paid all applicable taxes with respect to such transfer or required by reason of such payment in a name other than that of the registered holder of such share of Elizabeth Arden common stock, or will have established to the satisfaction of the payment agent that any such tax is not applicable.

No interest will be paid or accrued on the merger consideration payable upon your surrender of your shares of Elizabeth Arden common stock (whether held by share certificate or book-entry). Revlon, RCPC, Sub, the surviving corporation and the paying agent will be entitled to deduct and withhold any applicable taxes from the merger consideration, the amounts payable to the holders of Stock Options and the amounts payable to the holders of RSU Awards. Any sum that is withheld and paid over to the appropriate governmental authority will be treated for all purposes of the merger agreement to have been paid to the person with regard to whom it is withheld.

From and after the effective time of the merger, the stock transfer books of Elizabeth Arden will be closed and there will be no registration of transfers on Elizabeth Arden’s stock transfer books of shares of Elizabeth Arden common stock that were outstanding immediately prior to the effective time of the merger. If, after the effective time of the merger, certificates representing shares of Elizabeth Arden common stock are presented to the surviving corporation for transfer, such certificates will be canceled against delivery of the merger consideration in accordance with the procedures set forth in the merger agreement.

Any portion of the merger consideration deposited with the paying agent that remains undistributed to the holders of Elizabeth Arden common stock for twelve months after the effective time of the merger will be delivered to Revlon, or its designee, upon demand. Record holders of shares of Elizabeth Arden common stock (other than holders of Excluded Shares) who have not received the merger consideration may thereafter look only to Revlon, or such designee, for payment of their claims to cash to which such holders may be entitled. None of the surviving corporation, Revlon, Sub, RCPC, Elizabeth Arden or the paying agent will be liable to any person for any merger consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar legal requirements.

If you have lost a certificate representing shares of Elizabeth Arden common stock, or if it has been stolen or destroyed, then before you will be entitled to receive the merger consideration, you will have to make an affidavit of the loss, theft or destruction, and if required by the surviving corporation or paying agent, post a bond in a reasonable amount determined by the surviving corporation or the paying agent, as applicable, as indemnity against any claim that may be made with respect to such lost, stolen or destroyed certificate. These procedures will be described in the letter of transmittal and instructions that you will receive, which you are strongly encouraged to read carefully and in their entirety.

Representations and Warranties

Representations and Warranties of Elizabeth Arden

Elizabeth Arden made customary representations and warranties in the merger agreement that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement or in the disclosure

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letter that we delivered in connection with the merger agreement. These representations and warranties relate to, among other things:

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Many of Elizabeth Arden’s representations and warranties are qualified by, among other things, exceptions relating to the absence of a “ Company material adverse effect ”, which is any event, occurrence, state of facts, circumstance, condition or effect or change or development that (i) would reasonably be expected to prevent or materially impair the ability of Elizabeth Arden or any of its subsidiaries to consummate the merger and the other transactions contemplated by the merger agreement, or (ii) has a material adverse effect on the business, results of operations or financial condition of Elizabeth Arden and its subsidiaries taken as a whole; provided that, in the case of clause (ii) above, no event, occurrence, state of facts, circumstance, condition or effect or change or development resulting from or arising out of any of the following will constitute or be taken into account in determining whether there has been a “Company material adverse effect”:

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Additionally, solely with respect to the exceptions described in the first, second, third, fourth or eight bullets above, any effect, escalation or worsening that has a materially disproportionate adverse impact on Elizabeth Arden and its subsidiaries relative to other companies operating in the geographic markets or segments of the industry in which Elizabeth Arden and its subsidiaries operate will be considered for purposes of determining whether a Company material adverse effect has occurred.

Representations and Warranties of Revlon, RCPC and Sub

The merger agreement also contains customary representations and warranties made by Revlon, RCPC and Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. The representations and warranties of Revlon, RCPC and Sub relate to, among other things:

Many of Revlon, RCPC and Sub’s representations and warranties are qualified by, among other things, exceptions relating to the absence of a “ Parent material adverse effect ”, which is any change, effect or

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circumstance that would reasonably be expected to prevent or materially impair the ability of Revlon to consummate the merger and the other transactions contemplated by the merger agreement.

The representations and warranties in the merger agreement of Elizabeth Arden, Revlon, RCPC and Sub will not survive the consummation of the merger or the termination of the merger agreement.

Conduct of Elizabeth Arden’s Business Pending the Merger

Under the merger agreement, Elizabeth Arden has agreed that, subject to certain exceptions in the merger agreement and the disclosure letter Elizabeth Arden delivered in connection with the merger agreement or as required by applicable legal requirements, between the date of the merger agreement and the effective time of the merger, unless Revlon provides its prior written consent (which cannot be unreasonably withheld, conditioned or delayed), Elizabeth Arden will, and will cause Elizabeth Arden’s subsidiaries, to cause Elizabeth Arden’s businesses to be conducted in the ordinary course of business and in a manner consistent with past practice. Elizabeth Arden has also agreed to, and to cause Elizabeth Arden’s subsidiaries to, use commercially reasonable efforts to (i) maintain and preserve intact Elizabeth Arden’s business organizations and reputation, (ii) keep available the services of key personnel, (iii) maintain existing relations and goodwill with governmental authorities and other persons having significant business relationships with Elizabeth Arden and (iv) pay trade payables in the ordinary course of business.

Subject to certain exceptions set forth in the merger agreement and the disclosure letter Elizabeth Arden delivered in connection with the merger agreement or as required by applicable legal requirement, between the date of the merger agreement and the effective time of the merger, unless Revlon provides its prior written consent (which cannot be unreasonably withheld, conditioned or delayed), Elizabeth Arden will not, and will not permit Elizabeth Arden’s subsidiaries to take any of the following actions:

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Restrictions on Solicitation of Competing Proposals

Subject to certain exceptions described below, Elizabeth Arden has agreed that it and its subsidiaries will, and Elizabeth Arden will cause its and their officers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives (which we refer to collectively as “ Elizabeth Arden representatives ”) to, and will direct its and their affiliates to, (i) immediately cease any discussions or negotiations with any persons that may be ongoing with respect to a competing proposal (as described below), and (ii) until the earlier of the effective time of the merger or termination of the merger agreement (if any), not, directly or indirectly:

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Elizabeth Arden must take actions necessary to enforce, and not, without Revlon’s prior written consent, terminate, amend, modify or waive, any “standstill” or similar provision in any confidentiality or other agreement with another person. However, if the Board determines in good faith (after consultation with outside counsel) that taking such action to enforce or the failure to take such other action would be inconsistent with its fiduciary duties, Elizabeth Arden may, upon delivery of advance written notice to Revlon and RCPC, waive any standstill or similar provisions to the extent necessary to permit another person to make, on a confidential basis to the Board, a competing proposal conditioned upon such person agreeing that Elizabeth Arden will not be prohibited from providing any information to Revlon and RCPC (including regarding any such competing proposal).

A “ competing proposal ” is defined in the merger agreement to mean any inquiry, bona fide proposal for (other than by Revlon or any of its subsidiaries), or expression by any person or group for:

Elizabeth Arden must notify Revlon (orally and in writing) promptly (but in any event within 36 hours) following the receipt of any competing proposal, and (x) if the competing proposal is in writing, deliver to Revlon a copy of such competing proposal and any related draft agreement and other written material setting forth the terms of the competing proposal, or (y) if oral, provide a reasonably detailed summary of the material terms and conditions of such competing proposal (including the identity of the person making such acquisition

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proposal). Elizabeth Arden must keep Revlon reasonably informed on a prompt and timely basis of the status and material details of any such competing proposal and with respect to any material change to the terms of any such competing proposal within 36 hours following such material change.

A “ superior proposal ” is defined in the merger agreement to mean a bona fide unsolicited written competing proposal (with all percentages in the definition of competing proposal increased to 70%) on terms that the Board determines in good faith (after consultation with Elizabeth Arden’s outside counsel and financial advisors) would be more favorable to Elizabeth Arden’s shareholders than the transactions contemplated by the merger agreement, taking into account all factors that the Board acting in good faith considers appropriate, including (i) any proposal by Revlon in writing to amend the terms of the merger agreement, (ii) the identity of the person (and such person’s beneficial owners) making the competing proposal and (iii) the consideration, terms, conditions, timing, likelihood of consummation, financing terms and legal, financial and regulatory aspects of the competing proposal.

At any time after the date of the merger agreement and prior to receipt of the Elizabeth Arden shareholder approval, the Board may cause Elizabeth Arden to terminate the merger agreement to enter into a binding written agreement with respect to an unsolicited, written competing proposal not resulting from any breach of the non-solicitation provisions described above that the Board concludes in good faith after consultation with Elizabeth Arden’s outside counsel and financial advisors constitutes a superior proposal, provided that Elizabeth Arden must, concurrently with and as a condition to such termination, cause Elizabeth Arden to pay the Elizabeth Arden Termination Fee (as described under “—Termination Fees—Elizabeth Arden Termination Fee” beginning on page 89).

Obligation of the Board with Respect to Its Recommendation

Except as described below, neither the Board nor any committee of the Board may (i) withhold, withdraw, rescind, amend, qualify or modify in any manner adverse to Revlon, or make any public announcement inconsistent with, the Board’s recommendation, (ii) approve, adopt endorse or recommend a competing proposal or any inquiry or proposal that would reasonably be expected to lead to a competing proposal, (iii) take any formal action or make any recommendation or public statement in connection with a tender or exchange offer (other than a recommendation against such offer or a customary “stop, look and listen” or similar communication) or (iv) following the date any competing proposal or material modification to such competing proposal is first made public or sent to Elizabeth Arden’s shareholders, fail to issue a press release expressly reaffirming the Board’s recommendation within five business days after Revlon’s written request to do so. The Board or a committee thereof taking, or failing to take, as applicable, any of these actions is referred to as a “ Change of Recommendation .” In addition, except as set forth in the merger agreement, neither the Board nor any committee of the Board may cause or permit Elizabeth Arden or any of its subsidiaries to enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other similar agreement related to or providing for any competing proposal or requiring Elizabeth Arden to abandon, terminate, delay or fail to consummate the merger contemplated by the merger agreement, or publicly propose or announce an intention to take any of the actions described above.

Nothing in the provisions of the merger agreement relating to competing proposal prevents Elizabeth Arden or its subsidiaries from complying with Rule 14e-2, Rule 14d-9 or Item 1012(a) of Regulation M-A under the Exchange Act or from making any disclosure if the Board determines in good faith (after consultation with outside counsel) that the failure to make such disclosure would be inconsistent with its fiduciary obligations under applicable legal requirements; provided that Elizabeth Arden may not make any such disclosure, to the extent that it constitutes a Change of Recommendation, without complying with the provisions of the merger agreement relating to a Change of Recommendation, and any such disclosure that does not reaffirm the Board’s recommendation to approve the merger (subject to certain exceptions) will constitute a Change of Recommendation.

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At any time after the date of the merger agreement and prior to the receipt of the Elizabeth Arden shareholder approval, the Board may effect a Change of Recommendation if (i) Elizabeth Arden has received an unsolicited, written competing proposal not resulting from any breach of the non-solicitation provisions described above and the Board concludes in good faith, after consultation with Elizabeth Arden’s outside counsel and financial advisors, constitutes a superior proposal, or (ii) the Board concludes in good faith, after consultation with Elizabeth Arden’s outside counsel and financial advisors, that in light of an event, development or change in circumstances that is material to Elizabeth Arden and Elizabeth Arden’s subsidiaries as a whole and first arises after the date of the merger agreement and was not known or reasonably foreseeable to Elizabeth Arden or the Board, on the date of the merger agreement, which event, development or change in circumstances does not relate to certain specified events (including a competing proposal) (any such event, development or change, an “ Intervening Event ”), the failure to make a Change of Recommendation would be inconsistent with the Board’s fiduciary duties.

Before the Board may make a Change of Recommendation, as described above, or terminate the merger agreement for a superior proposal (as described under “—Restrictions on Solicitation of Competing Proposals” beginning on page 74), the Board must determine in good faith, after consultation with Elizabeth Arden’s outside counsel and financial advisors, taking into account all proposed amendments to the merger agreement (as described below) that the competing proposal remains a superior proposal, or, in respect of an Intervening Event, that the failure to make the Change of Recommendation would remain inconsistent with its fiduciary duties. In addition, Elizabeth Arden must:

In addition, in the event of any change to the material terms and conditions of any such competing proposal, or a change in the material facts and circumstances relating to such Intervening Event, Elizabeth Arden is required to notify Revlon in writing of such modification or change and again comply with the requirements summarized above, except that Revlon’s period for proposing amendments to the merger agreement will be reduced to three business days.

If, in connection with Revlon’s matching rights described above or otherwise, the merger agreement is amended to provide for, or the merger agreement is terminated and a new agreement is entered into for, the sale of less than all of the assets and business of the Elizabeth Arden (but enough assets and business to constitute a superior proposal) to Revlon or any of its subsidiaries, then Revlon and any of its subsidiaries will have the right (but not an obligation) to, and Elizabeth Arden is obligated to take actions reasonably necessary or appropriate to allow Revlon and any of its subsidiaries to, commence and consummate a tender offer to acquire Elizabeth Arden’s common stock or otherwise offer to and consummate a transaction to acquire Elizabeth Arden. In connection with any such tender offer or other transaction, (i) the per share price will be no less than the merger consideration minus the amount of any dividends or other distributions declared or paid with respect to the common stock of Elizabeth Arden since the date of the merger agreement, (ii) any such tender offer or other transaction would be conditioned on the closing of Elizabeth Arden’s sale of assets to Revlon or its subsidiaries, and (iii) Revlon and Elizabeth Arden will use commercially reasonable efforts to ensure such tender offer or other transaction does not materially delay the consummation of such asset sale. Notwithstanding Elizabeth Arden’s obligations in connection with any such tender offer or other transaction with Revlon or any of its subsidiaries, the Board may make any recommendation with respect to any such proposed tender offer or other transaction as it determines in its sole discretion.

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If, however, the merger agreement is terminated by Elizabeth Arden in connection with Elizabeth Arden entering into a definitive agreement with respect to a superior proposal for the sale of less than all of the assets and business of the Elizabeth Arden (but enough assets and business to constitute a superior proposal) in accordance with the merger agreement (as described under “—Restrictions on Solicitation of Competing Proposals” beginning on page 74), then the standstill provisions (including those applicable to MacAndrews & Forbes, Revlon, RCPC and their respective affiliates) set forth in the parent confidentiality agreement shall remain in effect until the later to occur of (i) the expiration of the period set forth in the parent confidentiality agreement in accordance with the terms thereof and (ii) the date that is six months following the consummation of such transaction, except that in no event will such standstill provisions terminate later than June 30, 2017. However, the provisions in the foregoing sentence will automatically cease to apply with respect to any such superior proposal that, following Elizabeth Arden’s entry into the definitive agreement with respect to such superior proposal, is amended or modified in a manner that has the effect of materially reducing the purchase price payable with respect thereto.

Shareholders’ Meeting

Elizabeth Arden is required to convene a meeting of Elizabeth Arden’s shareholders as promptly as practicable after the mailing of this proxy statement and (other than in the case in which Elizabeth Arden is required to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that the SEC or its staff or a court of competent jurisdiction has instructed Elizabeth Arden is necessary under applicable legal requirement or order and for such supplemental or amended disclosure to be disseminated and reviewed by Elizabeth Arden’s shareholders prior to such meeting) in no event will such meeting be held later than forty-five days after the date the proxy statement is mailed to Elizabeth Arden’s shareholders.

Elizabeth Arden may adjourn or postpone the meeting of Elizabeth Arden’s shareholders only if (i) Elizabeth Arden has determined in good faith after consultation with its outside counsel that the failure to adjourn or postpone such meeting would reasonably be expected to be a violation of applicable legal requirements, (ii) as of the time that such meeting is originally scheduled there are insufficient shares of Elizabeth Arden common stock represented to constitute a quorum necessary to conduct the business of such meeting or insufficient proxies returned to obtain the Elizabeth Arden shareholder approval and Revlon requests an adjournment or postponement, or (iii) after consultation with Revlon, to the extent reasonably necessary to allow reasonable additional time for the filing and/or mailing of any supplement or amendment to this proxy statement that Elizabeth Arden determines in good faith after consultation with its outside counsel is required under applicable legal requirements and for such supplement or amendment to be disseminated to and reviewed by Elizabeth Arden’s shareholders in advance of such meeting. However, without the prior written consent of Revlon, Elizabeth Arden may only adjourn or postpone the shareholders’ meeting for an aggregate period of no more than thirty days after the day on which the shareholders’ meeting is originally scheduled, and in no circumstance will Elizabeth Arden be permitted to adjourn or postpone such meeting to a date that is on or after the date that is five business days before the termination date (as described under “—Termination” beginning on page 87).

Unless the Board makes a Change of Recommendation due to a superior proposal or an Intervening Event, Elizabeth Arden will use its reasonable best efforts to solicit proxies from the holders of Elizabeth Arden common stock for the purposes of obtaining the Elizabeth Arden shareholder approval at the shareholders’ meeting. Notwithstanding any Change of Recommendation by the Board, unless the merger agreement is terminated in accordance with its terms, the merger agreement will be submitted to the holders of Elizabeth Arden common stock as promptly as reasonably practicable for the purpose of obtaining the Elizabeth Arden shareholder approval at the shareholders’ meeting.

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Efforts to Complete the Merger

Each of Revlon, RCPC, Sub and Elizabeth Arden will cooperate and use their reasonable best efforts to consummate the transactions contemplated by the merger agreement as soon as practicable and to cause all conditions to the merger (as described under “—Conditions to the Merger” beginning on page 85) to be satisfied, including obtaining and maintaining all necessary actions or nonactions, consents, clearances and approvals from governmental authorities (including with respect to obtaining U.S., German and South African antitrust approvals) or other persons necessary in connection with the consummation of the transactions contemplated by the merger agreement, and the making of all necessary registrations and filings (including those with governmental authorities, if any) and the taking of all reasonable or customary steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any governmental authority or other persons necessary in connection with the consummation of the transactions contemplated by the merger agreement.

Revlon, RCPC and Sub have agreed to take (and to cause their subsidiaries to take) promptly any and all actions necessary to avoid or eliminate each and every impediment and obtain all antitrust approvals that may be required by any foreign or U.S. federal, state or local governmental authority to enable the parties to close the transactions contemplated by the merger agreement as promptly as practicable and prior to the termination date (as described under “—Termination” beginning on page 87), including the following actions:

To assist Revlon in complying with its obligations described above, Elizabeth Arden and its subsidiaries and affiliates have agreed to take any action reasonably in furtherance of the foregoing if requested in writing by Revlon and so long as such action is conditioned on the closing of the merger. None of Revlon’s affiliates (other than its subsidiaries) are required to take or agree to take any actions in furtherance of the obligations described above.

In connection with the preparation of any required governmental filings or submissions, the parties to the merger agreement have agreed to furnish to the other parties any necessary information and reasonable assistance as such other party may reasonably request, and will use its reasonable best efforts to cooperate in responding to any inquiry from a governmental authority, including immediately informing the other party of such inquiry, consulting before making any presentations or submissions to a governmental authority, and supplying each other with copies of all material correspondence, filings or substantive communications between such party and any governmental authority, except that such materials may be redacted to remove references concerning the valuation of Elizabeth Arden and as necessary to address privilege concerns. Each party has agreed to give the other parties the opportunity to attend any meetings, or to participate in any substantive communication with, a governmental authority to the extent permitted by such governmental authority. Elizabeth Arden has agreed to

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give (or to cause its subsidiaries to give) notices to third parties to obtain any third-party consents that are necessary or proper to consummate the merger, and Revlon will, and will cause its subsidiaries to, use reasonable best efforts to cooperate with Elizabeth Arden in its efforts to obtain such consents.

In the event any “control share acquisition,” “fair price,” “business combination” or other anti-takeover legal requirements becomes applicable to the merger agreement or any transaction contemplated thereby, then Revlon, Elizabeth Arden and their respective boards of directors will take all reasonable action necessary so that the transactions contemplated by the merger agreement may be consummated as promptly as practicable and otherwise act to eliminate if possible, and otherwise to minimize, the effects of such legal requirement on the transactions contemplated by the merger agreement.

Financing

Generally

Each of Revlon, RCPC and Sub have agreed to use commercially reasonable efforts to:

Revlon, RCPC and Sub have agreed to use commercially reasonable efforts to obtain the debt financing on the terms and conditions described in the debt commitment letter (which we refer to as the “ financing commitment ”), and will not, subject to certain exceptions, without the prior written consent of Elizabeth Arden, permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or replacement to, the financing commitment if such amendment, modification, waiver or replacement: (i) adds new or adversely modifies the existing conditions to the debt financing in a manner that would reasonably be expected to prevent, impede or materially delay the consummation of the transactions contemplated by the merger agreement, (ii) adversely affects the ability of Revlon, RCPC or Sub to enforce their rights against other parties to the debt commitment letter or the definitive agreements relative to the ability of Elizabeth Arden to enforce its rights against other parties to the debt commitment letter or definitive documents in effect as of the date of the merger agreement, (iii) reduces the aggregate amount of the financing commitment below the amount required to consummate the transactions contemplated in the merger agreement and pay related fees and expenses, or (iv) would otherwise reasonably be expected to prevent, impede or materially delay the consummation of the transactions contemplated by the merger agreement.

If any portion of the debt financing becomes unavailable, Revlon, RCPC and Sub will (i) promptly notify Elizabeth Arden and the reason therefor and (ii) use their commercially reasonable efforts to obtain alternative

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Elizabeth Arden Cooperation with Financing

Elizabeth Arden has agreed to, and agreed to cause Elizabeth Arden’s subsidiaries to, and agreed to use commercially reasonable efforts to cause Elizabeth Arden and their officers, employees, consultants and advisors (including legal and accounting advisors) to, use commercially reasonable efforts to provide to Revlon and RCPC, all cooperation reasonably requested by Revlon in connection with the arrangement of the debt financing (provided, that (i) no such requested cooperation may unreasonably interfere with the business or operations of Elizabeth Arden or Elizabeth Arden’s subsidiaries, (ii) the taking of any action would not conflict with the governing documents of Elizabeth Arden or any legal requirements), including:

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Notwithstanding the foregoing, neither Elizabeth Arden nor any of Elizabeth Arden’s subsidiaries shall be required to: (i) bear any out-of-pocket cost or expense or pay any fee in connection with the debt financing; (ii) incur any liability (or cause their respective directors, officers or employees to incur any liability) under the debt financing; (iii) deliver any legal opinions by its counsel; or (iv) enter into any agreement or commitment that would be effective prior to the closing of the merger (other than such customary management representation letters and authorization letters referred to above).

Transaction Litigation

Prior to the earlier of the effective time of the merger or the termination of the merger agreement, Elizabeth Arden will control the defense of any litigation brought by its shareholders against Elizabeth Arden and/or its directors relating to the transactions contemplated by the merger agreement. However, with respect to such litigation, the merger agreement requires that Elizabeth Arden (i) promptly provide Revlon with copies of all proceedings and correspondence relating to any such litigation, (ii) give Revlon the opportunity to participate regarding the defense or settlement, (iii) give due consideration to Revlon’s advice and (iv) not enter into a settlement agreement or consent to a settlement (other than any settlement solely for monetary damages paid entirely from proceeds of insurance, except for any applicable deductible) without Revlon’s written consent (not to be unreasonably withheld, conditioned or delayed).

Employee Benefit Matters

For a period of two years following the date of the consummation of the merger (or, if earlier, the date of termination of the applicable Elizabeth Arden employee (as defined below)), Revlon will, or will cause one of its subsidiaries to, provide to each employee of Elizabeth Arden and any of Elizabeth Arden’s subsidiaries who continues his or her employment with Revlon or any of Revlon’s subsidiaries (including the surviving corporation) (collectively, “ Elizabeth Arden employees ”) with: (i) base salary that is not less than the base salary in effect immediately prior to the effective time of the merger; (ii) target annual and long-term incentive compensation opportunities that are not less favorable than those in effect immediately prior to the effective time of the merger; and (iii) subject to certain exceptions, employee benefits (excluding any defined benefit or supplemental pension plan, and post-termination health, life or other welfare benefits, in each case, except as required by a benefit plan of Elizabeth Arden or any of Elizabeth Arden’s subsidiaries or by applicable legal requirement) that are, in the aggregate, not less favorable than those provided to such Elizabeth Arden employee as of the effective time of the merger.

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The surviving corporation will (i) honor the Elizabeth Arden, Inc. Severance Policy (in effect as of the date of the merger agreement and as it may be amended in accordance with the terms of the merger agreement and the disclosure letter delivered by Elizabeth Arden in connection therewith), and (ii) honor any severance policy or program applicable to an Elizabeth Arden employee as of the date of the merger agreement who does not participate in the Elizabeth Arden, Inc. Severance Policy and whose employment terminates before the second anniversary of the consummation of the merger. Revlon will, or will cause the surviving corporation to, honor any fiscal year 2017 bonus program and long-term incentive awards, in each case implemented or granted by Elizabeth Arden in accordance with the terms of the merger agreement and the disclosure letter delivered by Elizabeth Arden in connection with the merger agreement.

For purposes of eligibility and vesting under Elizabeth Arden’s or any of Elizabeth Arden’s subsidiaries’ benefit plans and the employee benefit plans of Revlon, the surviving corporation and the surviving corporation’s subsidiaries (such employee benefit plans, “ new plans ”) providing benefits to any Elizabeth Arden employees after the effective time, and for purposes of accrual of vacation and other paid time off and severance benefits under any new plans, each Elizabeth Arden employee will be credited for years of service with Elizabeth Arden or its subsidiaries prior to the effective time, except that this service credit will not apply for benefit accrual under any defined benefit pension plan or to the extent it would result in a duplication of benefits. Additionally, (A) each Elizabeth Arden employee will be immediately eligible to participate, without any waiting period, in any and all new plans to the extent coverage under such new plan replaces coverage under a comparable benefit plan of Elizabeth Arden or any of its subsidiaries in which such Elizabeth Arden employee participated immediately before the effective time, and (B) for any new plan providing medical, dental, pharmaceutical and/or vision benefits to any Elizabeth Arden employee, Revlon will use commercially reasonable efforts to cause (i) all pre-existing condition exclusions, evidence of insurability requirements and actively-at-work requirements of any such new plan to be waived for such Elizabeth Arden employee and his or her covered dependents and (ii) any eligible expenses incurred by such Elizabeth Arden employee and his or her covered dependents under the applicable benefit plan of Elizabeth Arden or its subsidiaries during the portion of the plan year of such new plan ending on the date such Elizabeth Arden employee begins participation in such new plan to be taken into account under the new plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Elizabeth Arden employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such new plans.

Following the date of the merger agreement, no new offering periods will be commenced for purposes of Elizabeth Arden’s 2011 Employee Stock Purchase Plan.

Revlon and Elizabeth Arden have agreed to provide, and cause their respective subsidiaries to provide, and use their reasonable best efforts to cause each of their respective representatives to provide, all cooperation reasonably requested by any other party to the merger agreement in connection with satisfying all legal obligations with respect to any works council, economic committee, union or similar body. Except as required to comply with any applicable legal requirement, neither Elizabeth Arden nor any of Elizabeth Arden’s affiliates will, without the prior written consent of Revlon, enter or offer to enter into any agreement with any works council, economic committee, union or similar body which would result in changes in the terms and conditions of employment or pension benefits of any Elizabeth Arden employee.

None of the obligations in the merger agreement relating to employee benefits and labor matters create any third-party beneficiary right in any person (including Elizabeth Arden employees or any other employee or service provider of Revlon, Elizabeth Arden, the surviving corporation or any of their respective subsidiaries or affiliates), or any rights in any such persons. Nothing in the merger agreement will guarantee employment for any Elizabeth Arden employee or other employee, or require Revlon, Elizabeth Arden, the surviving corporation or any of their respective subsidiaries or affiliates to continue any benefit plan of Elizabeth Arden or any of Elizabeth Arden’s subsidiaries.

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Treatment of Elizabeth Arden’s 7.375% Senior Notes due 2021

As soon as reasonably practicable (but in no event later than five business days) after Elizabeth Arden’s receipt of a written request by Revlon, Elizabeth Arden will use its commercially reasonable efforts to (i) make an offer (the “ Debt Offer ”) to purchase all of the outstanding aggregate principal amount of Elizabeth Arden’s 7.375% Senior Notes due 2021 (the “ Notes ”) and (ii) commence a consent solicitation (the “ Consent Solicitation ”) to amend the indenture governing the Notes, dated as of January 21, 2011 (as supplemented from time to time, the “ Notes Indenture ”), by and among Elizabeth Arden and U.S. Bank National Association, as trustee (the “ Indenture Trustee ”) to remove the negative covenants and default provisions from the Notes Indenture that are required to be removed to effect the merger.

At the closing of the merger, subject to the satisfaction or waiver of the conditions to the Debt Offer, Elizabeth Arden will accept for purchase each Note validly tendered and not withdrawn prior to such date pursuant to the Debt Offer. Revlon has the sole discretion to (x) set the terms and conditions of the Debt Offer (including the price to be paid) and the amendments to the Notes and Notes Indenture, and (y) to terminate, amend or extend the Debt Offer.

To the extent the Debt Offer does not take place, then Elizabeth Arden will take the following actions (together with the Debt Offer and Consent Solicitation, the “notes refinancing”) to cause the redemption of the Notes in accordance with the terms of the Notes Indenture:

The consummation of the notes refinancing is conditioned on the occurrence of the merger, and Revlon will provide all funds required to consummation such notes refinancing (including all reasonable documented out-of-pocket expenses related thereto).

Elizabeth Arden will and will cause Elizabeth Arden’s representatives and Elizabeth Arden’s advisors to use their commercially reasonable efforts to provide all cooperation reasonably requested by Revlon in connection with the notes refinancing, including (i) entering into, at the closing of the Consent Solicitation (or on an earlier date as may be specified in the note refinancing materials) and receipt of the requisite consents of noteholders, one or more supplemental indentures reflecting the amendments to the Notes Indenture approved in the Consent Solicitation and (ii) using commercially reasonable efforts to cause the Indenture Trustee to promptly enter into such supplemental indentures. Any such cooperation in connection with the notes refinancing is subject to the same limitations, restrictions and conditions described under “—Financing—Elizabeth Arden Cooperation with Financing” beginning on page 81.

Revlon will prepare all necessary and appropriate documentation in connection with the notes refinancing, which such documentation will be in form and substance reasonably satisfactory to Elizabeth Arden and Revlon. Revlon and Elizabeth Arden will make appropriate amendments or supplements to the notes refinancing documentation to ensure such documentation does not contain any untrue statement of a material fact or omit to

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state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Revlon is entitled to select one or more dealer managers or other agents reasonably satisfactory to Elizabeth Arden to provide assistance with the notes refinancing, and Elizabeth Arden and its subsidiaries will use their commercially reasonable efforts to cooperate with any such party, including by entering into customary agreements with such party. Revlon will indemnify Elizabeth Arden, its subsidiaries and respective officers, directors, employees, consultants, agents, advisors and representatives from and against any and all losses, claims, costs or expenses incurred by such persons in connection with the Debt Offer, except to the extent such losses, claims, costs or expenses arise from the gross negligence or willful misconduct of any such persons seeking indemnification.

Other Covenants and Agreements

Elizabeth Arden and Revlon, RCPC and Sub have made certain other covenants to, and agreements, with each other regarding various other matters, including:

Conditions to the Merger

The respective obligations of Elizabeth Arden, Revlon, RCPC and Sub to consummate the merger are subject to the satisfaction (or mutual waiver by each of Revlon and Elizabeth Arden) of the following conditions on or prior to the date of the closing of the merger:

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The obligations of Revlon, RCPC and Sub to effect the merger are also subject to the satisfaction (or waiver by Revlon) of the following additional conditions at or prior to the date of the closing of the merger:

Elizabeth Arden’s obligation to effect the merger is also subject to the satisfaction or waiver by Elizabeth Arden at or prior to the effective time of the merger of the following additional conditions:

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None of Elizabeth Arden, Revlon, RCPC or Sub may rely on the failure of any condition described above to be satisfied to excuse such party’s obligation to effect the merger if such failure was caused by such party’s failure to use the efforts required from such party to consummate the transactions contemplated by the merger agreement.

Termination

Elizabeth Arden, Revlon, RCPC and Sub may, by mutual written consent, terminate and abandon the merger agreement at any time prior to the effective time of the merger.

The merger agreement may also be terminated and abandoned at any time prior to the effective time of the merger as follows by either Revlon or Elizabeth Arden, if:

The merger agreement may also be terminated and abandoned at any time prior to the effective time of the merger as follows by Revlon, if:

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The merger agreement may also be terminated and abandoned at any time prior to the effective time of the merger as follows by Elizabeth Arden, if:

If the merger agreement is terminated, the merger agreement shall become void and of no effect without liability of any party (or any direct or indirect shareholder, affiliate or representative of such party or any lender or other provider of debt financing to Revlon or RCPC) to the other party hereto, except (i) that certain specified provisions of the merger agreement will survive including, among others, those related to confidentiality, termination fees, exclusive remedies in connection with the merger agreement, allocation of expenses incurred in connection with the merger agreement and certain other miscellaneous provisions; and (ii) in the event of any liability arising out of, or as the result of, fraud or any willful breach of any covenant, agreement, representation or warranty, the aggrieved party shall be entitled to all rights and remedies available at law or in equity, subject to provisions regarding exclusive remedies and specific performance.

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Termination Fees

Elizabeth Arden Termination Fee

Elizabeth Arden is required to pay Revlon a $14,000,000 termination fee in cash (the “ Elizabeth Arden Termination Fee ”) if:

Upon payment of the Elizabeth Arden Termination Fee, neither Elizabeth Arden nor any other person will have any further liability to Revlon or any other person with respect to the merger agreement or the transactions contemplated thereby.

Revlon Termination Fee

If the merger agreement is terminated by Elizabeth Arden pursuant Elizabeth Arden’s termination right as described in the last bullet under “—Termination” beginning on page 87, and Revlon, RCPC and Sub have failed to consummate the merger by the required date as a result of the full amount of the debt financing failing to be funded or prospectively funded at the closing of the merger (other than as a result of a willful breach by Revlon, RCPC or Sub of their obligations as described under “—Financing—Generally” beginning on page 80), then Revlon shall pay to Elizabeth Arden a $40,000,000 termination fee payable in cash (the “ Revlon Termination Fee ”).

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Upon payment of the Revlon Termination Fee, neither Revlon nor any other person (including the debt financing sources) will have any further liability to Elizabeth Arden or any other person with respect to the merger agreement or the transaction contemplated hereby.

Remedies

If Revlon receives full payment of the Elizabeth Arden Termination Fee in accordance with the merger agreement (as described in “—Termination Fees—Elizabeth Arden Termination Fee” beginning on page 89), (i) the receipt of such Elizabeth Arden Termination Fee will be the sole and exclusive remedy of Revlon, RCPC and Sub against Elizabeth Arden and Elizabeth Arden’s subsidiaries and any of their former, current or future officers, directors, partners, shareholders, managers, members or affiliates (referred to in this section as the “ Elizabeth Arden related parties ”) for any loss suffered as a result of the failure of the merger to be consummated or failure to perform under the merger agreement, (ii) none of the Elizabeth Arden related parties will have any further liability or obligation under the merger agreement or the transactions contemplated thereunder, (iii) such Elizabeth Arden Termination Fee will be liquidated damages for losses or damages suffered by the party receiving such termination fee or any other person in connection with the termination of the merger agreement and (iv) none of Revlon, RCPC, Sub or any other person will be entitled to maintain any claim, action or proceeding against Elizabeth Arden related parties arising out of or in connection with the merger agreement or any of the transactions contemplated thereby.

If Elizabeth Arden receives full payment of the Revlon Termination Fee in accordance with the merger agreement (as described in “—Termination Fees—Revlon Termination Fee” beginning on page 89), (i) the receipt of such Revlon Termination Fee will be the sole and exclusive remedy of Elizabeth Arden against Revlon, RCPC, Sub and their subsidiaries and any of their former, current or future officers, directors, partners, shareholders, managers, members or affiliates (referred to in this section as the “ Revlon related parties ”) for any loss suffered as a result of the failure of the merger to be consummated or failure to perform under the merger agreement, (ii) none of the Revlon related parties will have any further liability or obligation under the merger agreement or the transactions contemplated thereunder, (iii) such Revlon Termination Fee will be liquidated damages for losses or damages suffered by the party receiving such termination fee or any other person in connection with the termination of the merger agreement and (iv) none of Elizabeth Arden or any other person will be entitled to maintain any claim, action or proceeding against the Revlon related parties arising out of or in connection with the merger agreement or any of the transactions contemplated thereby.

No Elizabeth Arden related party will have any rights or claims against any of the debt financing sources and no such debt financing sources will have any rights or claims against any Elizabeth Arden related party in connection with the merger agreement, the debt financing or the transactions contemplated thereby. No debt financing sources will be subject to any special, consequential, punitive or indirect damages or damage of a tortious nature.

The parties are entitled to seek an injunction, specific performance and other equitable relief to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement in addition to any other remedy to which they are entitled at law or in equity. In no event will Elizabeth Arden or any other person be entitled to enforce specifically Revlon’s, RCPC’s and Sub’s obligations to consummate the merger unless:

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Under no circumstances will Elizabeth Arden be permitted or entitled to receive both a grant of specific performance and payment of the Revlon Termination Fee.

Expenses

All fees and expenses incurred in connection with the merger agreement and the transactions contemplated therein will be paid by the party incurring such fees and expenses, except that (i) Revlon, RCPC or Sub will pay the filing fees with respect to filings made pursuant to the HSR Act and all other antitrust laws and (ii) Revlon or RCPC will pay all the transfer taxes and other similar taxes incurred in connection with the merger agreement and the transactions contemplated by the merger agreement, and will file all tax returns related thereto, regardless of who may be liable thereof under applicable legal requirement.

Indemnification; Directors’ and Officers’ Insurance

Revlon, RCPC and Sub agree that all rights to exculpation and indemnification and advancement for acts or omissions occurring at or prior to the effective time of the merger, whether asserted or claimed prior to, at or after the effective time of the merger (including any matters arising in connection with the transactions contemplated by the merger agreement), now existing in favor of any Indemnitee as provided in the articles or certificates of incorporation or by-laws (or comparable organization documents) of Elizabeth Arden or any of Elizabeth Arden’s subsidiaries or affiliates or in any agreement shall survive the merger and continue in full force and effect with respect to such Indemnitee. Revlon and the surviving corporation (i) must indemnify, defend and hold harmless, and advance expenses to Indemnitees with respect to all acts or omissions by them, in their capacities as such at any time prior to the effective time of the merger, to the fullest extent that is legally permitted and (b) may not amend any provisions of the articles of incorporation or by-laws of Elizabeth Arden or any of Elizabeth Arden’s subsidiaries that were in effect on the date of the merger agreement or any indemnification agreement of Elizabeth Arden or Elizabeth Arden’s subsidiaries that has been made available to Revlon that was in effect on the date of the merger agreement, in a manner that would adversely affect the rights of Indemnitees provided thereunder.

For a period commencing as of the effective time of the merger and ending on its sixth anniversary, Revlon, the surviving corporation and its subsidiaries will (i) indemnify, defend and hold harmless each Indemnitee from and against any costs or expenses, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation to the extent that it pertains to any actual or alleged action or omission by the Indemnitee in its capacity as such or the merger agreement and any transactions contemplated thereby and (ii) pay expenses in advance of the final disposition of any claim, action, suit, proceeding or investigation of any Indemnitee upon the receipt of an undertaking by such Indemnitee to repay such amount if it is determined that the Indemnitee is not entitled to be indemnified. Revlon and the surviving corporation shall not settle or consent to the entry of any judgment or seek termination with respect to any claim, action, suit, proceeding or investigation for which indemnification may be sought unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnitees from all liability arising out of such claim, action, suit, proceeding or investigation.

Prior to the effective time of the merger, Elizabeth Arden will (or if Elizabeth Arden is unable to, Revlon will cause the surviving corporation as of the effective time of the merger to) obtain and fully pay the premium for D&O Insurance for at least six years from and after the effective time of the merger with respect to any claim related to any period of time at or prior to the effective time of the merger. The D&O Insurance must have terms that are no less favorable than the coverage provided under Elizabeth Arden’s existing policies, and its insurance carrier must have at least the same credit rating as Elizabeth Arden’s current insurance carrier. The premium for such “tail” insurance is capped at 300% of the annual premium currently paid by Elizabeth Arden. If Elizabeth

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Arden or the surviving corporation fails to obtain such “tail” insurance policy as of the effective time of the merger, (i) the surviving corporation is required to maintain, for a period of six years from and after the effective time of the merger, the D&O Insurance in place as of the date of the merger agreement with Elizabeth Arden’s current insurance carrier (or an insurance carrier with at least the same credit rating) and on terms no less favorable than the coverage provided under Elizabeth Arden’s existing policies as of the date of the merger or (ii) Revlon will provide, or cause the surviving corporation to provide, for a period of at least six years after the effective time of the merger, the Indemnitees who are insured under Elizabeth Arden’s D&O Insurance with comparable D&O Insurance that provides coverage for events occurring at or prior to the effective time of the merger from an insurance carrier with at least the same credit rating as Elizabeth Arden’s current insurance carrier and coverage that is no less favorable than Elizabeth Arden’s existing policy (or, the best available coverage if substantially equivalent insurance coverage is unavailable). Revlon and the surviving corporation are not required to pay an annual premium for such D&O Insurance that exceeds 300% of the annual premium currently paid by Elizabeth Arden for such insurance.

The Indemnitees are third-party beneficiaries to the indemnification provisions described above and have the right to enforce such provisions. Such indemnification provisions survive the consummation of the merger indefinitely and are binding, jointly and severally, on all the successors and assigns of Revlon, the surviving corporation and its subsidiaries.

Modification or Amendment

The merger agreement may be amended at any time prior to the effective time of the merger by a mutual written agreement of the parties to the merger agreement, signed by each party to the merger agreement. Certain provisions (including those relating to termination fees, remedies, governing law, and waiver of jury trial) may not be amended in a manner that impacts or is otherwise adverse in any respect to the debt financing sources without the prior written consent of such debt financing sources.

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