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EXHIBIT 10.126
FIRST AMENDMENT TO THE
COMMON STOCK REGISTRATION RIGHTS 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 CIBC Wood Gundy Securities Corp., as Initial
Purchaser (hereinafter the "Initial Purchaser").
WHEREAS, the Company and the Initial Purchaser are parties to a Common
Stock Registration Rights Agreement, dated as of August 15, 1996 (the "Common
Stock Registration Rights Agreement"), entered into in connection with the
Securities Purchase Agreement (the "Purchase Agreement"), dated as of August 8,
1996, between the Company and the Initial Purchaser, relating to the sale by the
Company to the Initial Purchaser of 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 to the Initial Purchaser 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; and
WHEREAS, the Purchase Agreement was amended by a Letter Agreement, dated
as of September 6, 1996, which provided for an increase in the Purchase Option
to a total of 35,000 Units consisting of $35,000,000 in aggregate liquidation
value of its Senior Redeemable Preferred Stock, Series B and 35,000 additional
Warrants and that the expiration of such Purchase Option be extended to
September 30, 1996; and
WHEREAS, the Company desires and a majority of the holders of
outstanding Warrants, as evidenced by written consents, have agreed to amend the
Common Stock Registration Rights Agreement in order to permit the issuance of up
to 15,000 additional Units; and
WHEREAS, the Board of Directors of the Company has approved this
Amendment and the Company has received the requisite consents from a majority of
the holders of outstanding
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Warrants approving and agreeing to be bound by this Amendment; and
WHEREAS, the Company and the Initial Purchaser desire to amend the
Common Stock Registration Rights 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 Common Stock Registration Rights Agreement.
2. In the first paragraph on page 1 of the Registration Rights
Agreement, the date shall read "August 15, 1996."
3. The first sentence in the second paragraph on page 1 of the Common
Stock Registration Rights Agreement is hereby deleted in its entirety and
substituted with the following:
"This Agreement is made pursuant to the Securities Purchase
Agreement, dated as of August 8, 1996, as amended by the Letter
Agreement dated September 6, 1996, between the Company and the Initial
Purchaser (the "Purchase Agreement") relating to the sale by the
Company to the Initial Purchaser of up to $80,000,000 aggregate
liquidation value of the Company's Senior Redeemable Preferred Stock,
Series B, par value $.01 per share (the "Preferred Shares") along with
80,000 warrants to purchase Company Common Stock, par value $.01 per
share ("Common Stock"), and the option to the Initial Purchaser to
purchase an additional $35,000,000 aggregate liquidation value of the
Company's Senior Redeemable Preferred Stock, Series B, par value $.01
per share along with 35,000 warrants to purchase Company Common Stock
(the initial warrants and the option warrants are collectively referred
to as the "Warrants."
4. The following terms in Section 1. Definitions shall be amended as
follows:
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The definition of "Certificate of Designation" shall be deleted in
its entirety and substituted with the following:
"Certificate of Designation" means the Certificate of Designation
duly adopted by the Board of Directors of the Company setting forth the
rights, preferences and priorities of the Preferred Shares and filed
with, and accepted for filing, so as to be effective, by the Secretary
of State of the State of Delaware, as may be amended from time to time
pursuant to the terms thereof."
The first sentence of the definition for "Registrable Securities"
shall be deleted in its entirety and substituted with the following:
"Registrable Securities" shall mean shares of Common Stock acquired
upon exercise of the 115,000 Warrants issued pursuant to the Warrant
Agreement, as amended."
5. Nothing herein contained shall in any way alter, waive, annul, vary
or affect any terms, conditions or provisions of the Common Stock Registration
Rights Agreement, except as specifically provided herein, it being the intent
of the parties hereto that all of the terms, conditions, and provisions of the
Common Stock Registration Rights Agreement shall continue in full force and
effect, except as hereby amended.
6. 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. Each of the parties hereto agrees to submit to the
jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this Amendment.
7. 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.
CIBC WOOD GUNDY SECURITIES CORP.,
as Initial Purchaser
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
RENAISSANCE COSMETICS, INC.
By: /s/ ▇▇▇▇▇▇ ▇.▇. KAUNG
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Name: ▇▇▇▇▇▇ ▇.▇. Kaung
Title: Group Vice President
