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Exhibit 10.125
FIRST AMENDMENT TO THE
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
Registration Rights Agreement, dated as of August 15, 1996 (the "Registration
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 (collectively with the shares
underlying the 85,000 Warrants sold on August 15, 1996 the "Warrant Shares");
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 by 15,000 Units 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 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 Preferred Stock, as evidenced by written consents, have agreed to
amend the Registration Rights Agreement in order to permit the issuance of up to
15,000 additional Units and to change certain definitions providing for an
extension of the period in which the Exchange offer can be effected which is
necessary as a result of the delay from the issuance of the additional Units;
and
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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 Preferred Stock approving and agreeing to be
bound by this Amendment; and
WHEREAS, the Company and the Initial Purchaser desire to amend the
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 Registration Rights Agreement.
2. In the first paragraph on page 1 of the Registration Rights
Agreement, the date "May 29, 1996" shall be deleted and replaced with "August
15, 1996."
3. The first sentence in the second paragraph on page 1 of the
Registration Rights Agreement is hereby deleted in its entirety and substituted
with the following:
"This Agreement is entered into in connection with 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 $80,000,000 aggregate liquidation value of
the Company's Senior Redeemable Preferred Stock, Series B, par value
$.01 per share (the "Preferred Shares") 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 (the "Option Shares") and warrants to purchase
Company Stock (the "Warrants")."
4. The following terms in Section 1. Definitions shall be deleted in
their entirety and substituted with the following:
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"Certificate of Designation: 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 prior to the Closing hereunder and
which is substantially in the form of Exhibit 1 to the Purchase
Agreement, as may be amended from time to time pursuant to the terms
thereof."
"Effectiveness Date: The 149th day after the Issue Date."
"Filing Date: The 74th day after the Issue Date."
"Issue Date: The first date on which the Preferred Shares are
sold to the Initial Purchaser pursuant to the Purchase Agreement."
5. In Section 4. Additional Dividends, subsection (a)(iii)(A), the
number "195" shall be deleted and replaced with the number "209."
6. Nothing herein contained shall in any way alter, waive, annul, vary
or affect any terms, conditions or provisions of the 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
Registration Rights 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. 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.
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.
CIBC WOOD GUNDY SECURITIES CORP.
By: /s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
Title: Managing Director
RENAISSANCE COSMETICS, INC.
By: /s/ XXXXXX X.X. KAUNG
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Name: Xxxxxx X.X. Kaung
Title: Group Vice President
