Exhibit 4.33 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of April 29, 2004 (this "First Supplemental Indenture"), among REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation, the guarantors identified on the signature...

Exhibit 4.33

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of April 29, 2004 (this
"First Supplemental Indenture"), among REVLON CONSUMER PRODUCTS CORPORATION, a
Delaware corporation, the guarantors identified on the signature pages hereto
(the "Guarantors") and WILMINGTON TRUST COMPANY, as trustee under the indenture
referred to herein (the "Trustee").

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors and the Trustee have
heretofore executed and delivered an Indenture, dated as of November 26, 2001,
in respect of the 12% Senior Secured Notes due 2005 (the "Securities") pursuant
to which the Company issued $363,000,000 aggregate principal amount of the
Securities;

WHEREAS, Section 9.02 of the Indenture provides that the
Company, the Guarantors and the Trustee may, with certain exceptions, amend the
Indenture, the Securities or any other Indenture Document with the written
consent of the Holders of at least a majority in Principal amount of the
Outstanding Securities;

WHEREAS, Section 9.02(b) of the Indenture provides that except
in certain circumstances, without the consent of Holders of at least 66 2/3% of
the outstanding Principal amount of the Securities (the "Required Consents"), an
amendment may not release any Guarantor from its obligation under its Indenture
Guarantee, change any Indenture Guarantee in any manner that adversely affects
the rights of any Security holder under such Indenture Guarantee in any material
respect or release any Collateral from the Liens of the Security Documents;

WHEREAS, the Company has distributed an Offering Circular and
Consent Solicitation Statement, dated April 16, 2004 (the "Solicitation
Statement"), and accompanying Letter of Transmittal and Consent to the Holders
of the Securities in connection with the certain proposed amendments to the
Indenture as described in the Solicitation Statement (the "Proposed Amendments")
and the release (the "Release") of (i) each Guarantor from its obligations under
its Indenture Guarantee, and (ii) all Collateral from all liens created by the
Second Lien Documents (as defined in the Collateral Agency Agreement); and

WHEREAS, the Holders of at least 66 2/3% of the outstanding
Principal amount of the Securities have approved the Proposed Amendments and the
Release; and

WHEREAS, the execution and delivery of this First Supplemental
Indenture have been duly authorized by all necessary corporate action on the
part of the Company and the Guarantors and all conditions and requirements
necessary to make this instrument a valid and binding agreement have been duly
performed and complied with;

NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Guarantors and the Trustee mutually covenant and
agree, for the equal and ratable benefit of the Holders of the Securities, as
follows:

ARTICLE I - AMENDMENTS

Section 1.1. Amendments to the Indenture and Securities.

(a) The following Sections and Articles of the Indenture, and any
corresponding provisions in the Securities, are hereby deleted in their entirety
and replaced with "Intentionally Omitted.":

Existing Section/Article Number Caption
------------------------------- -------

Section 4.02....................................... SEC Reports
Section 4.03....................................... Limitation on Debt
Section 4.04....................................... Limitation Liens
Section 4.05....................................... Limitation on Restricted Payments
Section 4.06....................................... Limitation on Restrictions on Distributions from
Subsidiaries
Section 4.07....................................... Limitation on Sales of Assets and Subsidiary Stock
Section 4.08....................................... Limitations on Transactions with Affiliates
Section 4.09....................................... Change of Control
Section 4.10(a) ................................... Additional Guarantees; Releases of Guarantors
Section 4.12....................................... Additional Security Documents
Article X.......................................... Guarantees
Article XI......................................... Security Arrangements

(b)Paragraphs (a)(iii), (a)(iv) and (c) of Section 5.01 of the
Indenture are hereby deleted and replaced with "Intentionally Omitted."

(d) Any definitions used exclusively in the provisions of the Indenture
or Securities that are deleted pursuant to Paragraphs (a) and (b) of this
Section 1.1, and any definitions used exclusively within such definitions, are
hereby deleted in their entirety from the Indenture and the Securities, and all
references in the Indenture and the Securities to paragraphs, Sections, Articles
or other terms or provisions of the Indenture referred to in Section 1.1(a)
above or that have been otherwise deleted pursuant to this First Supplemental
Indenture are hereby deleted in their entirety.

ARTICLE II - MISCELLANEOUS

Section 2.1. Effect of Supplemental Indenture. From and after the
Amendment Operative Date, the Indenture shall be supplemented in accordance
herewith, and this First Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered under the Indenture shall be bound
thereby.

Section 2.2. Indenture Remains in Full Force and Effect. Except as
supplemented by this First Supplemental Indenture, all provisions in the
Indenture shall remain in full force and effect.

Section 2.3. References to Supplemental Indenture. Any and all notices,
requests, certificates and other instruments executed and delivered after the
execution and delivery of this First Supplemental Indenture may refer to the
Indenture without making specific reference to this Supplemental Indenture, but
nevertheless all such references shall include this Supplemental Indenture
unless the context requires otherwise.

Section 2.4. Conflict with Trust Indenture Act. If any provision of
this First Supplemental Indenture limits, qualifies or conflicts with any
provision of the TIA that is required under the TIA to be part of and govern any
provision of this First Supplemental Indenture, the provision of the TIA shall
control. If any provision of this First Supplemental Indenture modifies or
excludes any provision of the TIA that may be so modified or excluded, the
provision of the TIA shall be deemed to apply to the Indenture as so modified or
to be excluded by this First Supplemental Indenture, as the case may be.

Section 2.5. Severability. If any court of competent jurisdiction shall
determine that any provision in this First Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 2.6. Terms Defined in the Indenture. All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Indenture.

Section 2.7. Headings. The Article and Section headings of this First
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this First Supplemental Indenture and shall in no
way modify or restrict any of the terms or provisions hereof.

Section 2.8. Benefits of First Supplemental Indenture. Nothing in this
First Supplemental Indenture or the Securities, express or implied, shall give
to any Person, other than the parties hereto and thereto and their successors
hereunder and thereunder and the Holders of the Securities any benefit of any
legal or equitable right, remedy or claim under the Indenture, this First
Supplemental Indenture or the Securities.

Section 2.9. Successors. All agreements of the Company and the
Guarantors in this First Supplemental Indenture shall bind their respective
successors. All agreements of the Trustee in this First Supplemental Indenture
shall bind its successors.

Section 2.10. Trustee Not Responsible for Recitals. The recitals
contained herein shall be taken as the statements of the Company and the
Guarantors and the Trustee assumes no responsibility for their correctness.

Section 2.11. Certain Duties and Responsibilities of the Trustee. In
entering into this First Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Indenture and the Securities relating
to the conduct or affecting the liability or affording protection to the
Trustee, whether or not elsewhere herein so provided.

Section 2.12. Governing Law. This First Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New York
but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby.

Section 2.13. Counterpart Originals. The parties may sign any number of
copies of this First Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.

Section 2.14. Acknowledgement of Release of Collateral. The Trustee
hereby acknowledges that upon the obtaining of the Required Consents by the
Company (i) the applicable conditions for the release of each Guarantor from its
obligations under its Indenture Guarantee set forth in Section 9.02(b) of the
Indenture have been satisfied, (ii) the applicable conditions for the release of
all Collateral from the Liens created by the Second Lien Documents (as defined
in the Collateral Agency Agreement) set forth in Sections 9.02(b) and 11.02 of
the Indenture and Section 8.05(a)(ii)(y) of the Collateral Agency Agreement have
been satisfied, (iii) all of the Liens created by the Second Lien Documents are
automatically released without further action on the part of the Trustee, the
Holders of Securities or the Note Collateral Trustee (as defined in the
Collateral Agency Agreement), pursuant to Section 8.05(b) of the Collateral
Agency Agreement and (iv) the Second Lien Termination Date (as defined in the
Collateral Agency Agreement) has occurred, and all of the Second Lien Documents
and all obligations of the Note Collateral Agent are automatically terminated in
accordance with Section 10.6 of the Collateral Agency Agreement. The Trustee
further acknowledges that, pursuant to Section 8.05(b) of the Collateral Agency
Agreement, the Note Collateral Agent is required to execute or cause to be
executed such release documents and instruments and take such further actions as
the Company may request to evidence the release of the Collateral described
above, including, without limitation, any financing statements, endorsements,
assignments or other instruments of transfer or release.

Section 2.15. Effectiveness. This First Supplemental Indenture shall
become effective upon execution by the Company, the Guarantors and the Trustee.
As used herein, the "Amendment Operative Date", which is the date that the
Proposed Amendments shall be operative, shall mean the date that the Company
delivers written notice to the Trustee that the Securities tendered and not
validly withdrawn pursuant to the Company's Offer to Purchase and Consent
Solicitation Statement dated April 16, 2004, have been accepted for purchase.

Section 2.16. Further Instruments and Acts. Upon request of the
Company, the Trustee will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this First Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the date first above written.

REVLON CONSUMER PRODUCTS CORPORATION

By: /s/ Xxxxxx X. Xxxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President, General
Counsel and Secretary

WILMINGTON TRUST COMPANY,
as Trustee

By: /s/ Xxxxxx Xxxxxxxx
---------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President

ALMAY, INC.
XXXXXXX OF THE RITZ GROUP LTD.
Xxxxxxx Revlon Inc.
COSMETICS & MORE INC.
NORTH AMERICA REVSALE INC.
PPI TWO CORPORATION
REVLON CONSUMER CORP.
Revlon Development Corp.
REVLON GOVERNMENT SALES, INC.
REVLON INTERNATIONAL CORPORATION
REVLON PRODUCTS CORP.
REVLON REAL ESTATE CORPORATION
RIROS CORPORATION
RIROS GROUP INC.
RIT INC.
as Subsidiary Guarantors

By: /s/ Xxxxxx X. Xxxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Secretary

Revlon, Inc.,
as Parent Guarantor

By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President, General
Counsel and Secretary

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Exhibit 4.33 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of April 29, 2004 (this "First Supplemental Indenture"), among REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation, the guarantors identified on the signature...

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