Exhibit 4.17
 Execution Version
 Second Amended and Restated Intercreditor and  Collateral Agency Agreement
 Second Amended and Restated Intercreditor and Collateral Agency Agreement Citicorp USA, Inc. ( Citicorp ) Multi-Currency Administrative Agent Citicorp Term Loan
Administrative Agent Administrative
Agents U.S. Bank National Association Noteholder Representative Representatives Citicorp Collateral Agent Revlon, Inc. Revlon Revlon Consumer Products Corporation ( Company
 W i t n e s s e t h :
 Whereas Multicurrency
Lenders Issuing Lenders Existing Credit Agreement
 Whereas Term Loan Agreement Credit Agreements Term Loan Lenders Lenders
 Whereas Amendments
 Whereas




---



##### 



Indenture
 Whereas Existing Intercreditor Agreement
 Now, Therefore
 Section 1. Definitions
 Definitions
  Agent
 Agreement
 Bankruptcy Code
 Bankruptcy Law
 Collateral
 Collateral Agent
 Collateral Documents
 2




---



##### 



Controlling Agent
 Event of Default
 Existing Credit Agreement
 Financing Documents
 Indenture
 Insolvency Proceeding Section 11.5 Section
5.01
 Junior Agent
 Junior Claims
 Junior Documents
 3




---



##### 



Junior Liens
 Junior Secured Parties
 Multi-Currency Administrative Agent
 Multi-Currency Claims
 Multi-Currency Collateral Multi-Currency Collateral,
 Multi-Currency Debenture
 Multi-Currency Eligible Obligation Holder
 Multi-Currency Eligible Obligation Multi-Currency Eligible Obligation Section 10.1
 Multi-Currency Loan Documents
 Multi-Currency Secured Obligations
 Multi-Currency Secured Party
 4




---



##### 



Noteholder Claims
 Noteholder Documents
 Noteholder Payment Obligations
 Noteholder Representative
 Noteholder Secured Obligations
 Noteholder Secured Party
 Noteholder Security Documents
 Noteholders
 Notice of Actionable Default Notice of
Actionable Default, Exhibit B
 Pari Passu Liens
 5




---



##### 



pay in full, paid in full payment in full
 Required Secured Parties Section 2
 Secured Claims
 Secured Parties
 Senior Agent
 Senior Claims Senior Claims
 6




---



##### 



Senior Collateral
 Senior Documents
 Senior Liens
 Senior Secured Parties
 Term Loan Administrative Agent
 Term Loan Agreement
 Term Loan Claims
 Term Loan Collateral
 Term Loan Commitments
 Term Loan Debenture
 7




---



##### 



Term Loan Documents
 Term Loan Eligible Obligation
 Term Loan Eligible Obligation Holder
 Term Loan Secured Obligations
 Term Loan Secured Party
 Undesignated Undesignation Section 10.1
 Uniform Commercial Code UCC
 Certain Other Terms
 herein, hereof, hereto hereunder
    including including, without limitation
  8




---



##### 



Section 2. Collateral Agent
 Appointment
 Actions; Direction of Administrative Agents
 Section 2.2(b)
  Section 2.2 provided however Section 2. 2(c)
  Section 2.2 Section 2.2 provided however
 9




---



##### 



Limitation on Duties
 Section 2.2
  Resignation and Removal
   10




---



##### 



Section 8
  Debenture Collateral Agency Provisions mutatis mutandis
 Section 3. Priority of Liens
 Lien Subordination
   Prohibition on Contesting Liens
   11




---



##### 



Pari Passu Second Liens on Term Loan Collateral.
   New Liens
 Section 3.1 provided however Section 3. 4(a)
 Section
3.1
 12




---



##### 



Separate Liens
 Section 4. Exercise of Remedies
 Remedies
     13




---



##### 



Section 5.1
  Exercise of Remedies as Unsecured Creditors
 Section 5. Application of Payments; Subrogation
 Proceeds of Collateral
 first
 second
 14




---



##### 



third
 fourth
 fifth
 sixth
 seventh
 eighth
 ninth
 tenth
 eleventh
 twelfth
 thirteenth
 fourteenth
 fifteenth
 sixteenth
 seventeenth
 provided, however, clauses first sixteenth
 15




---



##### 



provided further first second then clauses (a) (p) Section 12.3(iv) provided clause provided however
 Proceeds of Non-Collateral Section 7. 15(h) Section 7. 15(e) Section 6.10
 Payments Over clause (a) Section 5.1 clause (b)
 Subrogation
 16




---



##### 



Section 6. Insolvency Proceedings
 Voting of Claims
 Waivers
       17




---



##### 



No Waiver by Senior Secured Parties
 Section 7. Representations and Warranties
     Section 8. Indemnification; Expenses
 Indemnification provided however
 Expenses
 18




---



##### 



Section 9. Release of Collateral
 clause (b)
or (e)
 provided however
 Sections 11.3(a) (b) (c) (d) (e) (o) (p)
   provided however
  19




---



##### 



clause (b)
 provided however
 provided however
 Section 9 Section 9. 1(a)(i)
 Section 10. Designated Eligible Obligations
 Designation/Revocation Designated Eligible
Obligations Exhibit A Certificate of
Designation/Revocation provided however
 20




---



##### 



Designated Eligible Obligation Secured Obligation Secured Claim
 Rights of Eligible Obligations Holders Section 9 Section 14.1
 21




---



##### 



Section 11. Acknowledgements and Consents
 Reliance by Senior Secured Parties
 Independent Analysis
 No Warranties or Liability
    No Waiver of Lien Priorities
  22




---



##### 



clause (a)
       23




---



##### 



Obligations Unconditional
      Attorney-in-Fact Section
11.6
 Consent of Loan Parties
 24




---



##### 



Section 10.10 (Additional Guaranties) Section 4.14 Exhibit C (Intercreditor Supplement)
 Section 12. Miscellaneous
 Conflicts
 Continuing Nature
 Amendments; Waivers Section 5.1 Section 14.1 Article 9 provided however, clauses (a) (b) Section 10 Section 12.3 Section 9 provided however
 25




---



##### 



Consent to Jurisdiction; Waiver of Trial by Jury
 forum non conveniens
 Section 12.5 (Notices)
 Section 12.4
  judgment currency
 26




---



##### 



Notices Section 14.2
 Governing Law
 Specific Performance
 Section Titles
 Counterparts
 No Third Party Beneficiaries
 Further Assurances
 27




---



##### 



[Signature Pages Follow]
 28




---



##### 



Revlon Consumer Products CorporationBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Senior Vice President, Deputy
General Counsel and SecretaryRevlon, Inc.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Senior Vice President, Deputy
General Counsel and SecretaryAlmay, Inc.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryCharles of the Ritz Group Ltd.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryCharles Revson Inc.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryCosmetics & More Inc.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and Secretary [Signature Page To Second Amended And Restated Intercreditor Agreement]




---



##### 



North America Revsale Inc.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryPPI Two CorporationBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon Consumer Corp.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon Development Corp.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon Government Sales, Inc.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon International CorporationBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon Products Corp.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and Secretary [Signature Page to Second Amended and Restated Intercreditor Agreement]




---



##### 



Revlon Real Estate CorporationBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRIROS Corporation,By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRIROS Group Inc.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon International Corporation (UK
Branch)By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon Australia Pty LimitedBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Attorney in FactEuropeénne de Produits de Beauté, S.A.S.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Attorney in FactRevlon S.p.A.By:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Director [Signature Page to Second Amended and Restated Intercreditor Agreement]




---



##### 



SIGNED, SEALED and DELIVERED
    
    )by           ,
    
    
    
    
    
    )
    
    
    
    
    /s/ Michael T. Sheehanthe lawful attorney of
    
    
    
    
    
    )
    
    
    L. S.REVLON (HONG KONG) LIMITED,
    
    )
    
    
    
    
    
    
    
    
    Director and Vice Presidenta Local Borrowing Subsidiary
    
    )in the presence of :
    
    
    
    
    
    )
 Witnesss signature
    
    /s/ Tanyika E. HamiltonWitnesss name
    
    Tanyika E. HamiltonOccupation
    
    Executive Assistant
 [Signature Page to Second Amended and Restated Intercreditor Agreement]




---



##### 



CITICORP USA, INC., as Term Loan Administrative
AgentBy:
    /s/ Caesar W. WyszomirskiName:
    Caesar W. WyszomirskiTitle:
    DirectorCITICORP USA, INC., as Multi-Currency
Administrative AgentBy:
    /s/ Caesar W. WyszomirskiName:
    Caesar W. WyszomirskiTitle:
    DirectorCITICORP USA, INC., as Collateral AgentBy:
    /s/ Caesar W. WyszomirskiName:
    Caesar W. WyszomirskiTitle:
    DirectorU.S. BANK NATIONAL ASSOCIATION, as Noteholder
RepresentativeBy:
    /s/ Richard ProkoschName:
    Richard ProkoschTitle:
    Vice President [Signature Page to Second Amended and Restated Intercreditor Agreement]




---



##### 



Exhibit A
 Form of  Certificate of Designation/Revocation
 Revlon Consumer Products Corporation  Certificate of Designation
 
 Citicorp USA, Inc.,
 Second Amended and Restated Intercreditor and Collateral
Agency Agreement Citicorp USA, Inc Citicorp Citicorp U.S. Bank National
Association Citicorp Revlon, Inc Revlon Revlon Consumer Products Corporation Company Intercreditor Agreement
 1.
    
    The below referenced agreement is hereby designated as a Designated Eligible
Obligation:
 Principal/Agreement
    
    Notional Amount
    
    Maturity Date
 2.
    
    The above referenced agreement is hereby designated to be:
 o
    
    Term Loan Eligible Obligationso
    
    Multi-Currency Eligible Obligations
 3.
    
    Copies of each of the Intercreditor Agreement and the Pledge and Security Agreement
have been delivered to the holders of the Designated Eligible Obligations designated
herein, or their representative, prior to the date hereof or concurrently herewith.




---



##### 



4.
    
    In the case of any designation of Multi-Currency Eligible Obligations hereunder, after
giving effect to such designation and any Designated Eligible Obligations Reserve to be
established with respect thereto (of which the Multi-Currency Administrative Agent has
notified the Company, at its request, prior to or concurrently herewith), the Available
Multi-Currency Commitment will be equal to $ (greater than or equal to zero).5.
    
    As of the date hereof, no Default or Event of Default has occurred and is continuing.
 In witness whereof
 By:Name:Title:
 Revlon Consumer Products Corporation  Certificate of Revocation
  In witness whereof
 By:Name:Title:
 2




---



##### 



Exhibit B
 Form of  Notice of Actionable Default
 
 Citicorp USA, Inc.,
 Second Amended and Restated Intercreditor and Collateral
Agency Agreement Citicorp USA, Inc Citicorp Citicorp U.S. Bank National
Association Citicorp Revlon, Inc Revlon Revlon Consumer Products Corporation Company Intercreditor Agreement
 [Citicorp USA, Inc.,as [Multi-Currency] [Term Loan] 
Administrative Agent][U.S. Bank National Association,as Noteholder Representative]By:Name:Title:
 Accepted and Agreedas of the date first above written:Citicorp USA, Inc.,as Collateral AgentBy:Name:Title:
 3




---



##### 



Exhibit C
 Form of Intercreditor Supplement
 Second
Amended and Restated Intercreditor and Collateral Agency Agreement Intercreditor Agreement Citicorp USA, Inc Citicorp Citicorp U.S. Bank National Association Citicorp Revlon,
Inc Revlon Revlon Consumer Products Corporation Company Section 7 (Representations and Warranties)
 In witness whereof
 [Name of Subsidiary Guarantor]By:Name:Title:
 Accepted and Agreedas of the date first above written:Citicorp USA, Inc.,as Collateral AgentBy:Name:Title:
 4