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Exhibit 10.115
RENAISSANCE COSMETICS, INC.
Issuer,
and
CERTAIN GUARANTORS
and
AMERICAN BANK NATIONAL ASSOCIATION,
Trustee
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FIFTH SUPPLEMENTAL INDENTURE
Dated as of August 21, 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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FIFTH SUPPLEMENTAL INDENTURE dated as of August 21, 1996 between
Renaissance Cosmetics, Inc., a Delaware corporation (the "Company"), Great
American Cosmetics, Inc., a New York corporation, as guarantor ("GAC"), and
American Bank National Association, as trustee (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 and a fourth
supplemental indenture dated February 27, 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 Fifth 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 GAC as a
Subsidiary and the Company and GAC desire that GAC become a Guarantor under the
Indenture, as provided below, and GAC intends to be bound as a Guarantor, and
all covenants and conditions necessary for the execution of this Fifth
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 GAC, it is
therefore agreed, for the benefit of the Company, GAC and the Trustee, and for
the ratable benefit of the holders of the Notes issued under the Indenture, as
follows:
1. GAC 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
Fifth 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 GAC 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 GAC.
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.
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3. This Fifth 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 Fifth 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: /s/ Xxxxxx X.X. Kaung
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Name: Xxxxxx X.X. Kaung
Title: Group vice President
GREAT AMERICAN COSMETICS, INC.
By: /s/ Xxxxxx X.X. Kaung
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Name: Xxxxxx X.X. Kaung
Title: Vice President
AMERICAN BANK NATIONAL
ASSOCIATION
By: /s/ [Illegible]
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Name:
Title: Vice President
By: /s/ [Illegible]
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Name:
Title: Trust Officer
