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Exhibit 10.124
FIRST AMENDMENT TO WARRANT AGREEMENT
This Amendment ("Amendment") is entered into as of this 27th day of
September, 1996 between Renaissance Cosmetics, Inc., a Delaware corporation
(hereinafter the "Company"), and Firstar Trust Company, as Warrant Agent
(hereinafter the "Warrant Agent" or "Firstar").
WHEREAS, on August 15, 1996, the Company previously issued and sold
pursuant to a Securities Purchase Agreement (the "Purchase Agreement"), dated
as of August 8, 1996, between the Company and CIBC Wood Gundy Securities Corp.,
as Initial Purchaser (the "Initial Purchaser"), 85,000 Units consisting of
$85,000,000 in aggregate liquidation value of its Senior Redeemable Preferred
Stock, Series B along with 85,000 Warrants for the purchase of shares of its
Common Stock, par value $.01 per share; and
WHEREAS, on September 16, 1996, pursuant to the Purchase Agreement, the
Company issued and sold 10,000 Units consisting of $10,000,000 in aggregate
liquidation value of its Senior Redeemable Preferred Stock, Series B along with
10,000 Warrants (collectively with the 85,000 Warrants sold on August 15, 1996
the "Warrants") for the purchase of shares of its Common Stock, par value $.01
per share (collectively with the shares underlying the 85,000 Warrants sold on
August 15, 1996 the "Warrant Shares"); and
WHEREAS, the Company and Firstar, as Warrant Agent, have previously
entered into a Warrant Agreement dated as of August 15, 1996 (the "Warrant
Agreement"), pursuant to which Firstar agreed to act on behalf of the Company
as Warrant Agent in connection with the issuance by the Company of up to
100,000 Warrants; and
WHEREAS, the Company desires and a majority of the Warrant holders have
agreed to amend the Warrant Agreement in order to permit the issuance of up to
15,000 additional Warrants which, as a result of adjustment provisions
contained in the Warrant Agreement, will result in an increase following the
issuance of all such additional Warrants of the Exercise Rate in effect
immediately prior to the issuance and sale to the Initial Purchaser of such
additional Warrants so that the holders of Warrants will be entitled to receive
shares that represent in the aggregate approximately 23% of the Common Stock on
a fully diluted basis; and
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WHEREAS, the Board of Directors of the Company have approved this
Amendment and the Company has received the requisite consents from a majority
of the Warrant holders approving and agreeing to be bound by this Amendment;
and
WHEREAS, the Company and Firstar desire to amend the Warrant Agreement
as set forth herein.
NOW THEREFORE, in consideration of the premises, and other goods and
valuable consideration, the sufficiency and receipt of which is hereby
acknowledged, the parties agree as follows:
1. Capitalized terms used herein without definition have the meanings
specified in the Warrant Agreement.
2. The first recital on page 1 of the Warrant Agreement is hereby
amended to read in its entirety as follows:
"WHEREAS, the Company proposes to issue and sell pursuant to a
Securities Purchase Agreement (the "Purchase Agreement"), dated as of
August 8, 1996, as amended, between the Company and CIBC Wood Gundy
Securities Corp., as Initial Purchaser (the "Initial Purchaser"),
$95,000,000 in aggregate liquidation value of its Senior Redeemable
Preferred Stock, Series B, par value $.01 per share (the "Preferred
Stock"), along with 95,000 Warrants (each an "Initial Warrant," and
collectively, the "Initial Warrants"), for the purchase of shares of
its Common Stock, par value $.01 per share (the "Common Stock")
constituting approximately 19% of the Company's fully diluted Common
Stock as of the date hereof;"
3. The second recital on page 1 of the Warrant Agreement is hereby
amended to read in its entirety as follows:
"WHEREAS, the Company has granted to the Initial Purchaser an
option (the "Purchase Option") exercisable until September 30, 1996, to
acquire up to an additional $20,000,000 in aggregate liquidation value
of the Preferred Stock, along with an additional 20,000 Warrants (the
"Additional Warrants" and together with the Initial Warrants,
collectively, the "Warrants") constituting approximately 4% of the
Company's fully
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diluted Common Stock as of the date of such issuance (the shares of
Common Stock issuable upon exercise of the Warrants being referred to
herein as the "Warrant Shares"); provided that if there is more than
one issuance of Additional Warrants, "Initial Warrants," with respect
to each such issuance of Additional Warrants, shall include any
Additional Warrants outstanding prior to such new issuance of
Additional Warrants shall be reduced accordingly;"
4. The Warrant Agreement, as amended by this Amendment, and the
warrant certificates constitute the entire understanding of the parties with
respect to the subject matter of the Warrants and the Warrant Shares and
supersedes all prior discussions, agreements and representations, whether oral
or written, and whether or not executed by the Company and the Warrant Agent.
5. It is understood and agreed that the new warrant certificates being
issued concurrently with the issuance of the Additional Warrants replace the
warrant certificates issued by the Company to the Warrant Agent pursuant to the
Warrant Agreement and that the original warrant certificates shall be cancelled
and returned to the Company by the Warrant Agent simultaneously with the
delivery of the new warrant certificates.
6. Nothing herein contained shall in any way alter, waive, annul, vary
or affect any terms, conditions or provisions of the Warrant Agreement, except
as specifically provided herein, it being the intent of the parties hereto that
all of the terms, conditions, and provision of the Warrant Agreement shall
continue in full force and effect, except as hereby amended.
7. The construction, validity and interpretation of this Amendment
will be governed by 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.
8. This Amendment may be executed in counterparts, any one of which
need not contain the signature of more than one party, but all such
counterparts taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly appointed officers or
representatives as of the day and year first above written.
RENAISSANCE COSMETICS, INC.
By:/s/ XXXXXX X.X. KAUNG
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Name: Xxxxxx X.X. Kaung
Title: Group Vice President
FIRSTAR TRUST COMPANY,
as Warrant Agent
By:/s/ XXXXXXX X. XXXXXX XXXXXX
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Name: Xxxxxxx X. Xxxxxx Xxxxxx
Title: Assistant Vice President
