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Exhibit 10.116
WAIVER
WAIVER, dated as of August 12, 1996, among Renaissance Cosmetics,
Inc. a Delaware corporation (the "Company"), and the holders set forth on the
signature page hereto (the "Consenting Holders") of the Company's 13.75% Senior
Notes due 2001, Series A, 13.75% Senior Notes due 2001, Series B, and 13.75%
Senior Notes due 2002 (together, with the Guarantees, the "Notes") issued
pursuant to the Indenture (the "Indenture"), dated as of August 18, 1994,
between the Company, as issuer, the Guarantors and American Bank National
Association, as trustee. Capitalized terms used herein and not otherwise defined
have the respective meanings given those terms in the Indenture.
WHEREAS, the Company and Renaissance Acquisition, Inc., a
wholly-owned subsidiary of the Company ("RAI"), have entered into an Agreement
and Plan of Merger, dated as of August 6, 1996, with MEM Company, Inc., a New
York corporation ("MEM"), pursuant to which RAI will be merged with and into MEM
(the "Merger") and each outstanding share of MEM common stock, other than
dissenters' shares, will be converted into the right to receive $7.50 per share
in cash;
WHEREAS, the Consenting Holders are willing to waive a certain
provision of the Indenture in order to permit the Company and RAI to consummate
the Merger; and
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WHEREAS, each Consenting Holder owns the amount of outstanding principal
amount of Notes set forth opposite such Holder's name on the signature page
hereto, which represents, in the aggregate, a majority in principal amount of
the outstanding Notes.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
Section 1. Waiver. Each of the Consenting Holders hereby waives Section
5.1(b) of the Indenture in order to permit the Merger to be consummated.
Section 2. Effectiveness. This Waiver shall become effective immediately,
and shall bind all present and future holders of the Notes. This Waiver shall
not, except as expressly provided herein, constitute a waiver of any provision
of, or operate as a waiver of any right, power or remedy of any of the Holders
under, the Indenture or the Notes.
Section 3. Descriptive Headings; Governing Law. The descriptive headings
of this Waiver are inserted for convenience only and do not constitute a part of
this Waiver. The construction, validity and interpretation of this Waiver will
be governed by the internal law of New York, as applied to contracts made and
performed within the State of New York, without regard to principles of
conflicts of law.
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Section 4. Counterparts. This Waiver may be executed in one or more
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.
IN WITNESS WHEREOF, the parties hereto have executed this Waiver on the
date first written above.
Date: as of August 12, 1996 RENAISSANCE COSMETICS, INC.
By: /s/ Xxxxxx X.X. Kaung
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Name: Xxxxxx X.X. Kaung
Title: Group Vice President
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DTC Principal Amount
Date Holder Account No. of Notes Held
---- ------ ----------- ---------------
as of August 09, Name: SunAmerica Life
1996 Insurance Company 099530 $12,000,000
By: Xxxxx Xxxxxx
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Name: Xxxxx Buckle
Title: Authorized Agent
as of August 09, Name: Anchor National Life
1996 Insurance Company 099527 $ 3,000,000
By: Xxxxx Xxxxxx
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Name: Xxxxx Buckle
Title: Authorized Agent
as of August 09, Name: SunAmerica Inc.
1996 099522 $ 3,000,000
By: Xxxxx Xxxxxx
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Name: Xxxxx Buckle
Title: Authorized Agent
as of August 09, Name: First SunAmerica Life
1996 Insurance Company 099537 $ 1,000,000
By: Xxxxx Xxxxxx
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Name: Xxxxx Buckle
Title: Authorized Agent
as of August 09, Name: Ford Life Insurance
1996 Company 099546 $ 5,000,000
By: Xxxxx Xxxxxx
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Name: Xxxxx Buckle
Title: Authorized Agent
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Principal
DTC Account Amount of
Date Holder No. Notes Held
---- ------ ----------- ----------
as of August 12, Name: XXXXXXX RELATIONSHIP FUNDS -- XXXXXXX HIGH
1996 YIELD FUND
By: B. Xxxxx Xxxxxx 903 $3,500,000.00
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Name: B. Xxxxx Xxxxxx
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Title: Trust Officer
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as of August , Name:
1996 --
By: $
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Name:
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Title:
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as of August , Name:
1996 --
By: $
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Name:
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Title:
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Principal
DTC Account Amount of
Date Holder No. Notes Held
---------- ------------ ----------------- ----------------
as of August 9, 1996 Name: Equitable Life Assurance - Nutmeg Account
902 custody
By: /s/ Xxxxxx X. Xxxxxxx #G04675 $10,000,000
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Name: Xxxxxx X. Xxxxxxx
Title: Investment Officer
as of August 9, 1996 Name: Equitable Life Assurance Corp High Yield
902 custody
By: /s/ Xxxxxx X. Xxxxxxx #G06138 $ 2,000,000
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Name: Xxxxxx X. Xxxxxxx
Title: Investment Officer Custody Acct.
as of August , 1996 Name:
By:
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Name:
Title:
