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Exhibit 10.123
CIBC WOOD GUNDY SECURITIES CORP.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
September 6, 1996
Xx. Xxxxxx X. Xxxxxx
Chief Executive Officer
Renaissance Cosmetics, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Gentlemen:
In accordance with Section 8.3 of the Purchase Agreement, this letter
("Letter Agreement") will represent the understanding between Renaissance
Cosmetics, Inc., a Delaware corporation (hereinafter the "Company"), and CIBC
Wood Gundy Securities Corp., as Initial Purchaser (hereinafter the "Initial
Purchaser"), that both parties desire to hereby amend the Securities Purchase
Agreement (the "Purchase Agreement"), dated as of August 8, 1996, between the
Company and the Initial Purchaser. All capitalized terms used herein without
definition have the meanings specified in the Purchase Agreement.
The Initial Purchaser hereby requests that Section 2.1 of Purchase
Agreement be amended so that the Purchase Option be increased by $15,000,000
aggregate liquidation value of Preferred Stock and 15,000 Warrants to a total
of $35,000,000 aggregate liquidation value of Preferred Stock and 35,000
Warrants to purchase shares of Common Stock representing 7% of the Common Stock
on a fully diluted basis and that the expiration date of the Purchase Option be
extended to September 30, 1996. Accordingly, the term "Securities", as defined
in the Purchase Agreement, will cover the additional Option Units as
contemplated hereby.
The Initial Purchaser acknowledges that the amendments contained herein
shall become effective upon the Company obtaining consent of the holders of a
majority of the outstanding Preferred Stock and Warrants.
Nothing herein contained shall in any way alter, waive, annul, vary or
affect any terms, conditions or
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provisions of the Purchase Agreement, except as required to effect the
foregoing amendments, it being the intent of the parties hereto that all of the
terms, conditions, and provisions of the Purchase Agreement shall continue in
full force and effect, except as hereby amended.
The construction, validity and interpretation of this Letter Agreement
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 Letter Agreement. This Letter Agreement may
be executed in counterparts.
Very truly yours,
CIBC WOOD GUNDY SECURITIES CORP.
By: /s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
Title: MANAGING DIRECTOR
Accepted and agreed to with respect
to the above amendments as of the
date hereof:
RENAISSANCE COSMETICS, INC.
By: /s/ XXXXXX X.X. KAUNG
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Name: Xxxxxx X.X. Kaung
Title: GROUP VICE PRESIDENT
