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EXHIBIT 10.115.1
RENAISSANCE COSMETICS, INC.
Issuer,
and
CERTAIN GUARANTORS
and
FIRSTAR BANK OF MINNESOTA
as Successor to
AMERICAN BANK NATIONAL ASSOCIATION,
Trustee
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SIXTH SUPPLEMENTAL INDENTURE
Dated as of December 4, 1996
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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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SIXTH SUPPLEMENTAL INDENTURE dated as of December 4, 1996
between Renaissance Cosmetics, Inc., a Delaware corporation (the "Company"), the
subsidiaries of the Company set forth on the signature page hereto, as
guarantors (the "Subsidiaries"), and Firstar Bank of Minnesota, as successor
trustee to American Bank National Association (the "Trustee").
The Company, Cosmar Corporation ("Cosmar"), and Parfums
Parquet Incorporated executed and delivered to the Trustee an 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 and a fifth supplemental
indenture dated August 21, 1996, 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. Capitalized terms used but not defined in
this Sixth Supplemental Indenture shall have the meanings given them in the
Indenture.
Section 4.22 of the Indenture requires the Company to cause
each Subsidiary of the Company created or acquired after the Closing Date to
enter into a supplemental indenture for the purpose of jointly, severally and
unconditionally guaranteeing, on a subordinated basis, the Company's obligation
to pay principal and interest on the Notes.
The Company has directly or indirectly created or acquired the
Subsidiaries and the Company and the Subsidiaries desire that each of the
Subsidiaries become a Guarantor under the Indenture, as provided below, and each
of the Subsidiaries intends to be bound as a Guarantor, and all covenants and
conditions necessary for the execution of this Sixth Supplemental Indenture have
been complied with.
Therefore, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged by the Company and the
Subsidiaries, it is therefore agreed, for the benefit of the Company, the
Subsidiaries and the Trustee, and for the ratable benefit of the holders of the
Notes issued under the Indenture, as follows:
1. Each of the Subsidiaries is hereby irrevocably and
unconditionally bound, as a Guarantor, by each and every one of the terms and
conditions of Article 10 of the Indenture, the terms of which are hereby
incorporated by reference in this Sixth Supplemental Indenture and made a part
hereof as though set forth herein in full, in the same manner and to the same
extent as if such Subsidiary were an original signatory, as a Guarantor, to the
Indenture. As contemplated in section 1.1 of the Indenture, the parties
acknowledge and agree that the definition of "Guarantor" under the Indenture
shall include each of the Subsidiaries.
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2. 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.
3. This Sixth 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.
4. This Sixth 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).
RENAISSANCE COSMETICS, INC.
By:____________________________
Name:
Title:
STARRATE INVESTMENT (PTY), LTD.
By:____________________________
Name:
Title:
XXXX U.K., LIMITED
By:____________________________
Name:
Title:
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MEM COMPANY, INC.
By:____________________________
Name:
Title:
ARISTOCRAT LEATHER PRODUCTS,
INC.
By:____________________________
Name:
Title:
ENGLISH LEATHER, INC.
By:____________________________
Name:
Title:
XXXXXX XXXXXX, INC.
By:____________________________
Name:
Title:
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MEM COMPANY (CANADA) LTD.
By:____________________________
Name:
Title:
XXX XXXXXX (U.K.) LTD.
By:____________________________
Name:
Title:
XXXXXX OF MILANO, LTD.
By:____________________________
Name:
Title:
MEM INTERNATIONAL, LTD.
By:____________________________
Name:
Title:
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ROSEMINT COSMETICS COMPANY,
INC.
By:____________________________
Name:
Title:
ALLIANCE TRADING
By:____________________________
Name:
Title:
ST. XXXXXX LEATHERWORKS
LIMITED
By:____________________________
Name:
Title:
FIRSTAR BANK OF MINNESOTA
By:___________________________
Name:
Title:
