1
EXHIBIT 10.71
COSMAR CORPORATION
RENAISSANCE COSMETICS, INC.
0000 XXXXXX XXXXX
XXXXXXXXXX XXXXX, XXXXXXXXXX 00000
As of January 8, 0000
Xxxxxx Xxxxxxx Xxxxxxx Inc.,
Individually and as Collateral Agent
2 World Financial Xxxxxx, Xxxxxxxx X
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: Amendment No. 3 and Consent to Note Purchase Agreement
Ladies and Gentlemen:
Reference is hereby made to the Note Purchase Agreement, dated as of
December 21, 1994, as amended by Amendment No. 1 and Waiver to Note Purchase
Agreement, dated as of April 7, 1995, and Amendment No. 2 to Note Purchase
Agreement, dated as of September 8, 1995 (as so amended, the "Note Purchase
Agreement"), each among Cosmar Corporation, a Delaware corporation (the
"Company"), Renaissance Cosmetics, Inc., a Delaware corporation (the "Parent"),
and Nomura Holding America Inc. (together with its successors and assigns, the
"Purchaser"). All capitalized terms used in this amendment and consent letter
(this "Amendment") and not otherwise defined herein shall have the meanings
ascribed thereto in the Note Purchase Agreement.
Pursuant to Section 10.18 of the Note Purchase Agreement, the Company
and the Parent have requested that the Purchaser consent to the amendment of the
Subordinated Seller Notes in the manner contemplated by the letter agreement,
dated December 21, 1995, to be entered into between the Parent and Triumph
Connecticut Limited Partnership in the form attached hereto (the "Permitted
Amendment"), and the Purchaser has indicated it is willing to do so on the terms
and conditions hereof.
Accordingly, the Company, the Parent and, by your acceptance hereof,
the Purchaser and the Collateral Agent, hereby agree as follows:
1. Consent. Effective on and as of the Effective Date referred to
below, the Purchaser consents to the amendment of the Subordinated Seller Notes
solely in the manner contemplated by the Permitted Amendment.
2. Amendment Effective on and as of the Effective Date referred to
below, Section 11.1(b) of the Note Purchase Agreement is amended by deleting the
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Amendment No. 3 and Consent to
Note Purchase Agreement, among
Renaissance Cosmetics, Inc.,
Cosmar Corporation and
Nomura Holding America Inc.
As of January 8, 1996
Page 2
words "five days" from the last line of said subsection (b) and inserting the
words "two Business Days" in lieu thereof.
3. Conditions to Effectiveness. This Amendment shall become effective
on the date (the "Effective Date") on which the Purchaser has received all of
the following documents:
(a) a counterpart of this Amendment, duly executed and
delivered by the Parent and the Company; and
(b) the acknowledgement and agreement attached to this
Amendment, duly executed and delivered by each Subsidiary of the
Company which has entered into a Subsidiary Guarantee.
4. Representations and Warranties; No Default or Event of Default. Each
of the Company and the Parent hereby represents, warrants, covenants and agrees
as follows on and as of the Effective Date:
(a) the representations and warranties contained in Section
4.1 through 4.35, inclusive and elsewhere in the Note Purchase
Agreement, and the representations and warranties contained in the
Related Documents shall be true and correct on and as of the Effective
Date with the same effect as if such representations and warranties had
been made on and as of the Effective Date, except that any such
representation or warranty which is expressly made only as of a
specified date need be true only as of such date; and
(b) no Default or Event of Default shall have occurred and be
continuing.
5. Effect of Amendment. It is hereby agreed that, except as
specifically provided herein, this Amendment does not in any way amend, modify,
affect or impair the terms, conditions and other provisions of the Note Purchase
Agreement, the Notes or the Related Documents, or the obligations of the Company
and the Parent thereunder, and all terms, conditions and other provisions of the
Note Purchase Agreement, the Notes and the Related Documents shall remain in
full force and effect
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Amendment No. 3 and Consent to
Note Purchase Agreement, among
Renaissance Cosmetics, Inc.,
Cosmar Corporation and
Nomura Holding America Inc.
As of January 8, 1996
Page 3
except to the extent specifically amended or otherwise specifically modified
pursuant to the provisions of this Amendment. If any representation or warranty
in this Amendment shall fail to be true and correct in any material respect,
such failure and any failure to fully satisfy any other term or condition of
this Amendment shall automatically, and without the requirement of any notice to
the Company or the Parent, constitute an Event of Default under the Note
Purchase Agreement.
6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which taken
together shall be deemed to constitute one and the same instrument.
7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[The remainder of this page has been intentionally left blank.]
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Amendment No. 3 and Consent to
Note Purchase Agreement, among
Renaissance Cosmetics, Inc.,
Cosmar Corporation and
Nomura Holding America Inc.
As of January 8, 1996
Page 4
If the foregoing is acceptable, please sign and return a copy of this
Amendment to indicate your agreement to the terms hereof.
Very truly yours,
COSMAR CORPORATION
By: /s/
-------------------------------------
Title: V.P.
RENAISSANCE COSMETICS, INC.
By: /s/
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Title: C.F.O.
Accepted and Agreed as
of date first above written
NOMURA HOLDING AMERICA INC.,
Individually and as Collateral Agent
By: /s/
-----------------------------------
Title: Attorney-in-Fact
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Amendment No. 3 and Consent to
Note Purchase Agreement, among
Renaissance Cosmetics, Inc.,
Cosmar Corporation and
Nomura Holding America Inc.
As of January 8, 1996
Page 5
ACKNOWLEDGEMENT AND AGREEMENT
The terms and provisions of the foregoing Amendment No. 3 and Consent
to Note Purchase Agreement, dated as of January 8, 1996 (the "Third Amendment"),
to the Note Purchase Agreement, dated as of December 21, 1994, as amended by
Amendment No. 1 and Waiver to Note Purchase Agreement, dated as of April 7,
1995, and Amendment No. 2 to Note Purchase Agreement, dated as of September 8,
1995 (as so amended, the "Note Purchase Agreement"), each among Cosmar
Corporation, a Delaware corporation (the "Company"), Renaissance Cosmetics,
Inc., a Delaware corporation (the "Parent"), and Nomura Holding America Inc., a
Delaware corporation (together with its successors and assigns, collectively,
the "Purchaser"), and the transactions contemplated by the Note Purchase
Agreement as amended by the Third Amendment, are hereby severally and not
jointly acknowledged and agreed to by each of the undersigned Subsidiaries of
the Company, and each hereby severally and not jointly confirms its respective
Subsidiary Guarantee with respect to the Obligations under, and as the foregoing
capitalized terms are defined in, the Note Purchase Agreement, as so amended.
This Acknowledgement and Agreement may be executed by each Subsidiary
of the Company in any number of counterparts, each of which shall be deemed an
original, and all of which taken together shall be deemed to constitute one and
the same instrument.
[The remainder of this page intentionally left blank.]
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Amendment No. 3 and Consent to
Note Purchase Agreement, among
Renaissance Cosmetics, Inc.,
Cosmar Corporation and
Nomura Holding America Inc.
As of January 8, 1996
Page 6
IN WITNESS WHEREOF, each of the undersigned has caused this
Acknowledgement and Agreement to be executed and delivered by its respective
duly authorized officer as of the date first above written.
PARFUMS PARQUET INCORPORATED
HOUBIGANT (1995) LIMITED/
HOUBIGANT (1995) LIMITEE
NEW XXXX ACQUISITION CORP.
LES PARFUMS DE XXXX, INC.
XXXX PERFUMES CORP.
XXXXXX IMPORTERS INC.
XXXX S.A.
PERFUMES XXXX S.A.I.C.
FINANCIERA DE PERFUMERIA SA
DANA PERFUMES (CANADA) LTD.
ESTALVI S.A.
MARCAFIN S.A.
C.O.M.I.N.S.A.
PERFUMES AND COSMETICS IMPORTERS, INC.
PARFUMS XXXX EXPORT CORP.
By /s/
------------------------------------
Title: V.P.
(of each party hereto)
