Exhibit 10.1
    

    

    

    
      AMENDMENT NO. 1 TO SENIOR SUBORDINATED TERM LOAN AGREEMENT
    

    

    

    
      AMENDMENT NO. 1, dated as of November 14, 2008 (the "Amendment"),
      to the SENIOR SUBORDINATED TERM LOAN AGREEMENT, dated as of January 30,
      2008 (the "Agreement"), between REVLON CONSUMER PRODUCTS CORPORATION
      (the "Borrower") and MACANDREWS & FORBES HOLDINGS INC. (the "Lender").
    

    

    

    
      WHEREAS, the Borrower and the Lender desire to extend the
      Maturity Date of the Agreement on the terms and conditions set forth in
      this Amendment.
    

    

    

    
      NOW, THEREFORE, in consideration of the premises and the
      agreements herein, the Borrower hereby agrees with the Lender as follows:
    

    

    

    
      1. Definitions. All terms used herein which are defined in
      the Agreement and not otherwise defined herein are used herein as
      defined therein.
    

    

    

    
      2. Amendment.  In consideration of Borrower's payment to
      the Lender of a cash extension fee in the amount of 1.5% of the
      aggregate principal amount outstanding under the Loan on the date
      hereof, and payable on the date hereof, the definition of "Maturity
      Date" in Section 1.1 of the Agreement is hereby deleted in its entirety
      and replaced with the following:
    

    

    

    
      "Maturity Date" means the earlier of (i) the date that
      Revlon, Inc. consummates an issuance, or aggregate issuances, of equity
      with gross proceeds in the amount of at least $107,000,000 to be used to
      repay the Loan and (ii) August 1, 2010.
    

    

    

    
      3. Condition to Effectiveness. This Amendment shall become
      effective on and as of the date first written above.
    

    

    

    
      4. Continued Effectiveness of the Agreement. Except as
      otherwise expressly provided herein, the Agreement is, and shall
      continue to be, in full force and effect and is hereby ratified and
      confirmed in all respects, except that on and after the date hereof all
      references in the Agreement to "this Agreement", "hereto", "hereof",
      "hereunder" or words of like import referring to the Agreement shall
      mean the Agreement as amended by this Amendment. The execution, delivery
      and effectiveness of this Amendment shall not operate as a waiver of any
      right, power or remedy of the Lender under the Agreement.
    

    

    

    
      5. Counterparts. This Amendment may be executed by
      one or more of the parties to this Amendment on any number of separate
      counterparts (including by facsimile transmission), and all of said
      counterparts taken together shall be deemed to constitute one and the
      same instrument.
    

    

    

    
      6. Headings. Section headings herein are included for
      convenience of reference only and shall not constitute a part of this
      Amendment for any other purpose.
    

    

    

    
      
        

        

      

      
        
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      7. Governing Laws. THIS AMENDMENT AND THE RIGHTS AND
      OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED
      AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
    

    

    

    

    

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

    

    

    
    	
           
        	
          
            REVLON CONSUMER PRODUCTS CORPORATION
          

        
	

        	

        	
           
        	

        
	

        	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ Robert K. Kretzman
          

        
	

        	

        	
          Name: Robert K. Kretzman
        
	

        	

        	
          Title: Executive Vice President, Chief Legal Officer,
        
	

        	

        	

        	
          General Counsel and Secretary
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	
          MACANDREWS & FORBES HOLDINGS INC.
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ Barry F. Schwartz
          

        
	

        	

        	
          Name: Barry F. Schwartz
        
	

        	

        	
          Title: Executive Vice Chairman
        


    

    

    

    
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