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Entry into a Material Definitive

Closing Date

), Coty Inc. (


) entered into an Incremental Assumption Agreement and Amendment No. 1 (the

Incremental Agreement

) to the Credit Agreement, dated as of October 27, 2015, by and among Coty, the borrowers party thereto from time to time, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents from time to time party thereto (the

Credit Agreement

), with Coty B.V., a private company with limited liability incorporated under the laws of the Netherlands (the

Dutch Borrower

), certain subsidiaries of Coty party thereto, the incremental lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Incremental Agreement provides for an additional 140,000,000 in term A loan commitments and an additional 325,000,000 in term B loan commitments under the Credit Agreement (together, the New Loans), all of which were borrowed by the Dutch Borrower as of the Closing Date. The proceeds of the New...