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Exhibit 10.115.2
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RENAISSANCE COSMETICS, INC.,
Issuer,
and
CERTAIN GUARANTORS
and
FIRSTAR BANK OF MINNESOTA, N.A.,
Trustee
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SEVENTH SUPPLEMENTAL INDENTURE
Dated as of February __, 1997
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13-3/4% Senior Notes due 2001,
Series A and Series B,
and
13-3/4% Senior Notes due 2002
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SEVENTH SUPPLEMENTAL INDENTURE
SEVENTH SUPPLEMENTAL INDENTURE (this "Seventh Supplemental
Indenture"), dated as of February __, 1997, between Renaissance Cosmetics, Inc.,
a Delaware corporation (the "Company"), certain guarantors listed on the
signature pages hereof (the "Guarantors") and Firstar Bank of Minnesota, N.A.
(as successor trustee to American Bank National Association), as trustee (the
"Trustee").
The Company, the Guarantors and the Trustee are parties to that
certain indenture, dated as of August 18, 1994, as amended or supplemented by a
first supplemental indenture dated November 19, 1994, a second supplemental
indenture dated December 15, 1994, a third supplemental indenture dated December
23, 1994, a fourth supplemental indenture dated February 27, 1996, a fifth
supplemental indenture dated August 21, 1996 and a sixth supplemental indenture
dated December 4, 1996 (together, the "Indenture"), relating to the Company's 13
3/4% Senior Notes due 2001, Series A, 13 3/4% Senior Notes due 2001, Series B
and 13 3/4% Senior Notes due 2002 (collectively, the "Notes").
Section 9.2 of the Indenture provides that the Company, the
Guarantors and the Trustee may amend the Indenture or the Notes with the written
consent of the Holders (as defined in the Indenture) of at least a majority in
principal amount of the then outstanding Notes.
The Company issued an Offer to Purchase and Consent Solicitation
Statement dated December 24, 1996, as subsequently amended (as so amended, the
"Statement"), to, among other things, solicit consents of the Holders to the
Proposed Amendments (as defined in the Statement).
The Company has fixed December 20, 1996 as the record date (the
"Record Date") for the purpose of determining the Holders entitled to consent to
the Proposed Amendments.
Holders of at least a majority in aggregate principal amount of the
outstanding Notes as of the Record Date have given and not withdrawn their
consent to the Proposed Amendments and the Company has notified the Depositary
(as defined in the Statement) that it has accepted all the Notes validly
tendered for purchase and payment pursuant to the Statement.
The entry into this Seventh Supplemental Indenture by the parties
hereto is in all respects authorized by the provisions of the Indenture; the
Company has delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel with respect to such authorization; and all things necessary to make
this Seventh Supplemental Indenture a valid agreement of the Company in
accordance with its terms have been done.
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The parties hereto agree as follows:
1. Definitions. All capitalized terms used and not otherwise
defined herein have the respective meanings ascribed to such terms in the
Indenture.
2. Effect. This Seventh Supplemental Indenture shall become
effective upon its execution and delivery by the parties hereto.
3. Amendments.
The Indenture is hereby amended as follows:
(a) the following sections are deleted in their entirety:
sections 4.3, 4.4(b), 4.7, 4.8, 4.9, 4.11,4.12, 4.15, 4.19, 4.20, 4.22 and
4.24;
(b) section 4.13 is amended by deleting the words "Section
4.19 and" therein;
(c) section 5.1(a) is amended by:
(i) adding the word "and" after the semicolon in
5.1(a)(iii),
(ii) deleting in its entirety section 5.1(a)(iv),
(iii) adding the word "and" in the last paragraph of
section 5.1(a) between the words "effect," and "an", and
(iv) deleting from the last paragraph of section
5.1(a), the clause "and a written statement . . . complies with
clause (iv)";
(d) section 5.1(b) is amended by:
(i) adding the word "and" after the semicolon in
section 5.1(b)(ii),
(ii) deleting the last word of section 5.1(b)(iii),
"; and" and substituting it with a period,
(iii) deleting section 5.1(b)(iv) in its entirety, and
(iv) deleting from the last paragraph of section
5.1(b), the clause "and a written statement . . . complies with
clause (iv)"; and
(e) Section 6.1 is amended by deleting from the first sentence
of the third complete paragraph the words "4.7, 4.9," and ", 4.15, 4.19".
4. Governing Law. This Seventh Supplemental Indenture shall be
construed, interpreted and the rights of the parties determined in accordance
with the laws of the state of New York, as applied to contracts made and
performed within the state of New York, without regard to principles of
conflicts of law (other than section 5-1401 of the New York General Obligations
Law).
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5. Counterparts. This Seventh Supplemental Indenture may be
executed in one or more counterparts, each of which shall be an original, but
all of which together shall constitute one and the same document.
6. Effect on Indenture. This Seventh Supplemental Indenture shall
form a part of the Indenture for all purposes, and every holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby.
Except as expressly set forth herein, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Seventh
Supplemental Indenture as of the date first written above.
RENAISSANCE COSMETICS, INC.
By:____________________________
Name:
Title:
STARRATE INVESTMENT (PTY), LTD.
By:____________________________
Name:
Title:
XXXX U.K., LIMITED
By:____________________________
Name:
Title:
MEM COMPANY, INC.
By:____________________________
Name:
Title:
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ARISTOCRAT LEATHER PRODUCTS,
INC.
By:____________________________
Name:
Title:
ENGLISH LEATHER, INC.
By:____________________________
Name:
Title:
XXXXXX XXXXXX, INC.
By:____________________________
Name:
Title:
MEM COMPANY (CANADA) LTD.
By:____________________________
Name:
Title:
XXX XXXXXX (U.K.) LTD.
By:____________________________
Name:
Title:
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XXXXXX OF MILANO, LTD.
By:____________________________
Name:
Title:
MEM INTERNATIONAL, LTD.
By:____________________________
Name:
Title:
ROSEMINT COSMETICS COMPANY,
INC.
By:____________________________
Name:
Title:
ALLIANCE TRADING
By:____________________________
Name:
Title:
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ST. XXXXXX LEATHERWORKS
LIMITED
By:____________________________
Name:
Title:
FIRSTAR BANK OF MINNESOTA,
N.A., as trustee
By:___________________________
Name:
Title:
