Exhibit 4.11
 Execution Version
 SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
 Dated as of November 23, 2009
 among
 Revlon, Inc.,
 Revlon Consumer Products Corporation
 and
 Each Other Grantor
From Time to Time Party Hereto
 and
 Citicorp USA, Inc.  as Collateral Agent
 Weil, Gotshal & Manges LLP  767 Fifth Avenue  New York, New York 10153-0119




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TABLE OF CONTENTS
 PageArticle I Defined Terms
    
    
    2Section 1.1 Definitions
    
    
    2Section 1.2 Certain Other Terms
    
    
    10Article II Grant of Security Interest
    
    
    11Section 2.1 Collateral
    
    
    11Section 2.2 Grants of Security Interest in Collateral
    
    
    14Section 2.3 Cash Collateral Account
    
    
    15Article III Representations and Warranties
    
    
    15Section 3.1 Title; No Other Liens
    
    
    16Section 3.2 Perfection and Priority
    
    
    16Section 3.3 Jurisdiction of Organization; Chief Executive Office
    
    
    16Section 3.4 Inventory and Equipment
    
    
    17Section 3.5 Pledged Collateral
    
    
    17Section 3.6 Accounts
    
    
    17Section 3.7 Intellectual Property
    
    
    18Section 3.8 Deposit Accounts; Securities Accounts
    
    
    18Section 3.9 Commercial Tort Claims
    
    
    18Article IV Covenants
    
    
    18Section 4.1 Generally
    
    
    19Section 4.2 Maintenance of Perfected Security Interest; Further Documentation
    
    
    19Section 4.3 Changes in Locations, Name, Etc.
    
    
    20Section 4.4 Pledged Collateral
    
    
    20Section 4.5 Accounts
    
    
    22Section 4.6 Delivery of Instruments and Chattel Paper
    
    
    22Section 4.7 Intellectual Property
    
    
    22Section 4.8 Vehicles
    
    
    24Section 4.9 Payment of Multi-Currency Payment Obligations and Term Loan Payment
Obligations
    
    
    24Section 4.10 Insurance
    
    
    25Section 4.11 Notice of Commercial Tort Claims
    
    
    25Article V Remedial Provisions
    
    
    25Section 5.1 Code and Other Remedies
    
    
    25Section 5.2 Accounts and Payments in Respect of General Intangibles
    
    
    26Section 5.3 Pledged Collateral
    
    
    27Section 5.4 Proceeds to be Turned Over To Collateral Agent
    
    
    28Section 5.5 Registration Rights
    
    
    28Section 5.6 Deficiency
    
    
    29Section 5.7 Grant of License to Use Intellectual Property
    
    
    29Article VI The Collateral Agent
    
    
    30Section 6.1 Collateral Agents Appointment as Attorney-in-Fact
    
    
    30Section 6.2 Duty of Collateral Agent
    
    
    31Section 6.3 Authorization of Financing Statements
    
    
    32Section 6.4 Authority of Collateral Agent
    
    
    32
 i




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TABLE OF CONTENTS(continued)
 PageArticle VII Miscellaneous
    
    
    32Section 7.1 Amendments in Writing
    
    
    32Section 7.2 Notices
    
    
    33Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies
    
    
    33Section 7.5 Successors and Assigns
    
    
    34Section 7.6 Counterparts
    
    
    34Section 7.7 Severability
    
    
    35Section 7.8 Section Headings
    
    
    35Section 7.9 Entire Agreement
    
    
    35Section 7.10 Governing Law
    
    
    35Section 7.11 Additional Grantors
    
    
    35Section 7.12 Release of Collateral
    
    
    35Section 7.13 Reinstatement
    
    
    36
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Annexes and Schedules
 Annex 1
    
    Form of Pledge AmendmentAnnex 2
    
    Form of Joinder AgreementAnnex 3
    
    Form of Short Form Intellectual Property Security AgreementSchedule 1
    
    Jurisdiction of Organization; Principal Executive OfficeSchedule 2
    
    Pledged CollateralSchedule 3
    
    FilingsSchedule 4
    
    Location of Inventory and EquipmentSchedule 5A
    
    Intellectual PropertySchedule 5B
    
    Material Intellectual PropertySchedule 6
    
    Bank Accounts; Control AccountsSchedule 7
    
    Commercial Tort ClaimsSchedule 8
    
    Excluded Trademarks
 iii




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T his Second Amended and Restated Pledge and Security Agreement is subject to the terms and
provisions of the Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated
as of November 23, 2009 (as such agreement may be amended, amended and restated, supplemented or
otherwise modified from time, the Intercreditor Agreement), among Citicorp USA, Inc., as
Administrative Agent for the Multi-Currency Lenders and Issuing Lenders, Citicorp USA, Inc., as
Administrative Agent for the Term Loan Lenders, U.S. Bank National Association, as Trustee for the
Noteholders, Citicorp USA, Inc., as collateral agent for the Secured Parties, Revlon, Inc., Revlon
Consumer Products Corporation and each other Grantor.
 Second Amended and Restated Pledge and Security Agreement, Revlon Company Section 7.11 (Additional Grantors) Grantor Grantors Citicorp Collateral Agent
 Witnesseth:
 Whereas Multi-Currency
Lenders Issuing Lenders Multi-Currency Administrative Agent Multi-Currency
Credit Agreement
 Whereas Term Loan Agreement Credit Agreements Term
Loan Lenders Lenders Term Loan Administrative Agent Administrative Agents Agents




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Whereas Amendments
 Whereas Notes Noteholder Representative Indenture
 Whereas Multi-Currency Guaranty Multi-Currency Payment Obligations
 Whereas Term Loan Guaranty Term Loan Payment Obligations
 Whereas
 Whereas Existing Pledge and Security Agreement
 Whereas
 Now, therefore,
 ARTICLE I Defined Terms
 Section 1.1 Definitions
  2




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Account Debtor  Account  Certificated Security  Chattel Paper  Commercial Tort Claim  Commodity Account  Control Account  Deposit Account  Documents  Entitlement Holder  Entitlement Order  Equipment  Financial Asset  Fixtures  General Intangible  Goods  Instruments  Inventory  Investment Property  Lease  Letter-of-Credit Right  Payment Intangibles  Proceeds  Securities Account  Securities Intermediary  Security  Security Entitlement  Software  Supporting Obligations
  Additional Pledged Collateral Section 2.2 (Grants of Security
Interest in Collateral) Section 2.2 (Grants of Security Interest in Collateral
 3




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Additional Pledged Collateral
 Agreement
 Collateral
 Constituent Documents
 Controlling Agent
 Copyright Licenses
 Copyrights
 Default
 Deposit Account Control Agreement
 Designated Administrative Agent
 Domestic Person United States person
 4




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Event of Default
 Excluded Equity Voting Stock
 Excluded Property provided however Excluded Property
 Excluded Trademarks Schedule 8 (Excluded Trademarks)
 First Priority Multi-Currency Collateral Liens Section 2.2(a)
 First Priority Term Loan Collateral Liens Section 2.2(d)
 Indenture
 Intellectual Property
 Intercompany Note
 5




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Intercreditor Agreement
 LLC Schedule 2 Pledged Collateral
 LLC Agreement
 Loan Documents
 Material Intellectual Property
 Multi-Currency Administrative Agent
 Multi-Currency Eligible Obligations
 Multi-Currency Collateral Section 2.1(a)
 Multi-Currency Loan Documents
 Multi-Currency Secured Obligations
 Multi-Currency Secured Party
 Non-U.S. Person
 Notes
 Noteholder Documents
 Noteholder Payment Obligations
 6




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Noteholder Representative
 Noteholder Secured Obligations
 Noteholder Secured Party
 Noteholder Security Documents
 Noteholders
 Other Excluded Assets
 pay in full, paid in full payment in full
 7




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Parent Collateral Section 2.1(c)
 Partnership Schedule 2 Pledged Collateral
 Partnership Agreement
 Patents
 Patent License
 Pledged Certificated Stock Schedule 2 (Pledged Collateral)
 Pledged Collateral
 Pledged Debt Instruments Schedule 2 (Pledged Collateral)
 Pledged Stock Pledged Stock
 Pledged Uncertificated Stock
 Required Secured Parties
 8




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Second Priority Multi-Currency Collateral Liens Section 2.2(b)
 Second Priority Term Loan Collateral Liens Section 2.2(d).
 Secured Obligations
 Secured Parties
 Securities Account Control Agreement
 Securities Act
 Stock
 Stock Equivalents
 Term Loan Administrative Agent
 Term Loan Collateral Section 2.1(b)
 Term Loan Documents
 Term Loan Secured Obligations
 Term Loan Secured Party
 9




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Third Priority Multi-Currency Collateral Liens Section 2.2(c).
 Trademark License
 Trademarks provided Trademarks
 UCC provided however UCC
 Vehicles
 Section 1.2 Certain Other Terms
 from from and including to until to but excluding through to and including.
 herein, hereof, hereto hereunder
     10




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including including without limitation,
 promptly
 Lender Multi-Currency Lender, Issuing Lender, Term Lender, Collateral
Agent Secured Party
   ARTICLE II Grant of Security Interest
 Section 2.1 Collateral
 Multi-Currency Collateral
       11




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Section 2.1(a) clause (B)
 Section 2.1(a)
 Section 2.1(a)
 Section 2. 1(a)
  provided, however, Multi-Currency Collateral provided further
 Section 2.1(a) Multi-Currency Collateral Term Loan Collateral
 Section 2. 1(a) Multi-Currency Collateral
 12




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Section 2.1(a) Multi-Currency Collateral
  Schedule 7 (Commercial Tort Claims) Section 4.11 (Notice
of Commercial Tort Claims)
 Section 2. 1(b)
 Section 2.1(b)
 Section 2.1(b)
   provided, however, Term Loan Collateral provided further
 Parent Collateral
 Parent Pledged Stock
  clauses (i) (ii)
 13




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Section 2.2 Grants of Security Interest in Collateral
 provided however Section 2.2(a) First Priority Multi-Currency Collateral Liens
 provided however Section 2.2(b) Second Priority Multi-Currency
Collateral Liens
 provided however Section 2.2(c) Third Priority Multi-Currency Collateral Liens.
 14




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provided however Section 2.2(d) First Priority Term Loan Collateral Liens
 provided however Section 2.2(e) Second Priority Term Loan Collateral Liens.
  Section 2.3 Cash Collateral Account
 Citicorp USA, Inc.Revlon Consumer Products Corporation Collateral Account
 ARTICLE III Representations and Warranties
  15




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Section 3.1 Title; No Other Liens
  Section 3.2 Perfection and Priority
 Schedule 3 (Filings)
 Section 3.3 Jurisdiction of Organization; Chief Executive Office
 Schedule 1
(Jurisdiction of Organization; Principal Executive Office)
 16




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Section 3.4 Inventory and Equipment
 Schedule 4 (Location of
Inventory and Equipment)
 Section 3.5 Pledged Collateral
 Schedule 2 (Pledged
Collateral) Schedule 2 (Pledged Collateral) Annex 1 (Form of
Pledge Amendment) Pledge Amendment
   Section 4.4(a) (Pledged Collateral) Section 10.11 .
   Section 3.6 Accounts
 Section 4.4 (Pledged
Collateral)
 17




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Section 3.7 Intellectual Property
 Schedule 5A (Intellectual Property) Schedule 5B (Material Intellectual Property) Schedule 5B (Material
Intellectual Property) Section 4.7(g)
    Section 3.8 Deposit Accounts; Securities Accounts
 Schedule 6 Bank Accounts; Control Accounts
 Section 3.9 Commercial Tort Claims
 Schedule 7 (Commercial Tort Claims)
 ARTICLE IV Covenants
  18




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Section 4.1 Generally
 Section 11.3 (Limitation on Liens)
 Section 4.2 Maintenance of Perfected Security Interest; Further Documentation
 Section 2.2 (Grants of Security Interest in Collateral) Section 3.2 (Perfection and Priority)
   19




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Section 4.3 Changes in Locations, Name, Etc.
 Schedule 4 (Location of Inventory and Equipment)
 Schedule 4 (Location of Inventory and Equipment)
 Section 3.3 (Jurisdiction of Organization; Chief Executive Office)
   Section 4.4 Pledged Collateral
 Section 4.6 Annex 1 (Form of Pledge Amendment) Annex 2
(Form of Joinder Agreement)
 20




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Article V (Remedial Provisions)
 Article V (Remedial Provisions) provided however
 control
 Section 5.3 (Pledged Collateral) Section 4.4(a)
 21




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clause (e)
 security
 Section 4.5 Accounts
  Section 4.6 Delivery of Instruments and Chattel Paper
 This writing
and the obligations evidenced or secured hereby are subject to the security interest of Citicorp
USA, Inc., as Collateral Agent for the benefit of the Secured Parties
 Section 4.7 Intellectual Property
  22




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provided however clause (d)
   provided however Schedule 5B (Material Intellectual Property)
  23




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Section 10.14 Annex 3 (Form of Short Form Intellectual Property Security Agreement) Annex 3
(Form of Short Form Intellectual Property Security Agreement) Annex 3
(Form of Short Form Intellectual Property Security Agreement)
 Section 4.7 Section 10.14(d)
 Section 4.8 Vehicles
  Section 4.9
    
    Payment of Multi-Currency Payment Obligations and Term Loan Payment
Obligations
 Section 10.3 Section 11.3
 24




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Section 4.10 Insurance
 Section 10.5
 Section 4.11 Notice of Commercial Tort Claims
 Schedule 7 (Commercial Tort Claims) Section 2.1 (Collateral) Schedule 7 (Commercial
Tort Claims) Section 4.11 (Notice of Commercial Tort Claims) Schedule 7 (Commercial Tort
Claims)
 ARTICLE V Remedial Provisions
 Section 5.1 Code and Other Remedies
  25




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Section 5.1
 Section 5.2 Accounts and Payments in Respect of General Intangibles
 Section 5.4 (Proceeds to be Turned Over To Collateral Agent)
  26




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Section 5.3 Pledged Collateral
  27




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provided however
 clause (i)
  Section 5.4 Proceeds to be Turned Over To Collateral Agent
 Section 5
 Section 5.5 Registration Rights
  28




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Section 5.5 Section 5.5 Section 5.5
 Section 5.6 Deficiency
 Section 14.5
 Section 5.7 Grant of License to Use Intellectual Property
  29




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paragraph (a)
 ARTICLE VI The Collateral Agent
 Section 6.1 Collateral Agents Appointment as Attorney-in-Fact
 Section 6.1(a)
    Section 5.1 (Code and Other
Remedies) 5.5 (Registration Rights)
  30




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clause (a) clause (a)
  Section 6.1
  Section 6.2 Duty of Collateral Agent
  31




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Section 6.3 Authorization of Financing Statements
 all
assets of the debtor all personal property of the debtor
 Section 6.4 Authority of Collateral Agent
  ARTICLE VII Miscellaneous
 Section 7.1 Amendments in Writing
 Section 14.1 provided, however, clauses (i) (ii)
 32




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provided further Annex 1(Form of Pledge Amendment) Annex 2 (Form of Joinder Agreement) Section 10.11 (Additional Stock Pledges) Section 10.12 (Additional
Collateral)
 Section 7.2 Notices
 Section 14.2 (Notices) provided however Section 14.2
(Notices)
 Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies
 Section 7.1 (Amendments in Writing)
 Section 7.4 Amendment and Restatement; Effectiveness
    33




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mutatis
mutandis
  Section 7.5 Successors and Assigns
 provided however
 Section 7.6 Counterparts
  34




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Section 7.7 Severability
  Section 7.8 Section Headings
  Section 7.9 Entire Agreement
  Section 7.10 Governing Law
  Section 7.11 Additional Grantors
 Section 10.10 (Additional Guaranties) Annex 2 (Form of Joinder
Agreement)
 Section 7.12 Release of Collateral
 Section 9.1(a)
 Section 9.1 9.2
 35




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Section 9.1 9.2 Collateral provided however
 Section 7.13 Reinstatement
  [Signature Pages Follow]
 36




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In witness whereof
 Revlon Consumer Products Corporation,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Senior Vice President, Deputy
General Counsel and SecretaryRevlon, Inc.,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Senior Vice President, Deputy
General Counsel and SecretaryAlmay, Inc.,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryCharles of the Ritz Group Ltd.,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryCharles Revson Inc.,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and Secretary Signature Page to Second Amended and Restated Pledge and Security Agreement




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Cosmetics & More Inc.,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryNorth America Revsale Inc.,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryPPI Two Corporation,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon Consumer Corp.,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon Development Corp.,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon Government Sales, Inc.,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon International Corporation,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and Secretary Signature Page to Second Amended and Restated Pledge and Security Agreement




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Revlon Products Corp.,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRevlon Real Estate Corporation,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRIROS Corporation,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and SecretaryRIROS Group Inc.,as GrantorBy:
    /s/ Michael T. SheehanName:
    Michael T. SheehanTitle:
    Vice President and Secretary Signature Page to Second Amended and Restated Pledge and Security Agreement




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Accepted and Agreed
as of the date first above written:Citicorp USA, Inc.,as Collateral AgentBy:
    
    /s/ Caesar W. WyzormirskiName: Caesar W. WyszomirskiTitle: Director
 Signature Page to Second Amended and Restated Pledge and Security Agreement




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Annex 1  to  Second Amended and Restated Pledge and Security Agreement
 Form of Pledge Amendment
 Pledge Amendment  Section 4.4(a) (Pledged Collateral) Company Pledge and Security Agreement provided
 [Grantor]By:Name:Title: Pledged StockNumberofShares,Certificate
    
    
    
    Units orIssuer
    
    Class
    
    No(s).
    
    Par Value
    
    Interests
 Pledged Debt InstrumentsDescription of
    
    Certificate
    
    Final
    
    PrincipalIssuer
    
    Debt
    
    No(s).
    
    Maturity
    
    Amount
 A1-1




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Acknowledged and Agreed
as of the date first above written:Citicorp USA, Inc.,as Collateral AgentBy:Name:Title:
 A1-2




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Annex 2  to  Second Amended and Restated Pledge and Security Agreement
 Form of Joinder Agreement
 Joinder Agreement  Section 7.11 (Additional Grantors) Company Pledge and
Security Agreement
 Section 7.11 (Additional Grantors)
     A2-1




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Annex 1-A Schedules 1 6 Annex 1-A 1
 Article III Representations and Warranties
 In witness whereof
 [Additional Grantor]By:Name:Title: 
 1
    
    Insert to pledge Stock of the new Subsidiary
without doing a Pledge Amendment. A2-2




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Acknowledged and Agreed
as of the date first above written:[Each Grantor PledgingAdditional Collateral]By:Name:Title:Citicorp USA, Inc.,as Collateral AgentBy:Name:Title:
 A2-3




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Annex 3  to  Second Amended and Restated Pledge and Security Agreement
 Form of Short Form Intellectual Property Security Agreement 2
 [Copyright] [Patent] [Trademark] Security Agreement,  Grantor Grantors Citicorp Collateral Agent
 Witnesseth:
 Whereas Multi-Currency
Lenders Issuing Lenders Multi-Currency Administrative
Agent Multi-Currency Credit Agreement
 Whereas Term Loan Lenders Lenders Term Loan Administrative Agent Administrative Agents Agents Term Loan Agreement Credit Agreements
 Whereas Noteholder Representative Indenture
 Whereas Security
Agreement
 
 2
    
    Separate short form agreements should be filed
relating to each Grantors respective copyrights, patents and trademarks. A3-1




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Now, Therefore
 Section 2. Defined Terms
  Section 3. Grant of Security Interest in [Copyright] [Trademark] [Patent] Collateral
 [Copyright] [Patent] [Trademark] Collateral
 Schedule I
    Schedule I
    Schedule I
   A3-2




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Section 4. Security Agreement
  [Signature Pages Follow]
 A3-3




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In witness whereof
 [Grantor],as GrantorBy:Name:Title: Accepted and Agreed
as of the date first above written:Citicorp USA, Inc.,as Collateral AgentBy:Name:Title:
 A3-4




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Acknowledgment of Grantor
 State of
    
    
    ))
    
    
    ss.County of
    
    
    )
 
 
  A3-5




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Schedule I  to  [Copyright] [Patent] [Trademark] Security Agreement
 [Copyright] [Patent] [Trademark] Registrations
 [A.
    
    REGISTERED COPYRIGHTS[Include Copyright Registration Number and Date]B.
    
    COPYRIGHT APPLICATIONSC.
    
    COPYRIGHT LICENSES][A.
    
    REGISTERED PATENTSB.
    
    PATENT APPLICATIONSC.
    
    PATENT LICENSES][A.
    
    REGISTERED TRADEMARKSB.
    
    TRADEMARK APPLICATIONSC.
    
    TRADEMARK LICENSES]
  A3-6