EXECUTION COPY
AMENDMENT NO. 4 TO PURCHASE AGREEMENT
This AMENDMENT NO. 4 TO PURCHASE
AGREEMENT (this "Amendment")is made and
entered into as of February 21, 2001, by and
between CONOPCO, INC., a New York corporation
("Conopco"), and XXXXXXXXX XXXXX, INC.
(formerly French Fragrances, Inc.), a Florida
corporation ("Purchaser").
W I T N E S S E T H
WHEREAS Conopco and Purchaser wish to amend certain provisions of the
Purchase Agreement dated as of October 30, 2000, as amended previously by
Amendment No. 1 to the Purchase Agreement dated as of December 11, 2000,
Amendment No. 2 to the Purchase Agreement dated as of January 23, 2001 and
Amendment No. 3 to the Purchase Agreement dated as of February 7, 2001 (as so
amended, the "Purchase Agreement"), and as hereinafter provided.
NOW, THEREFORE, for good and valuable consideration, the receipt and legal
sufficiency of which is hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:
1. Section 3.1(b)(i) of the Purchase Agreement is hereby amended by
replacing "Within thirty (30) days" in the first sentence thereof with "Within
forty-five (45) days".
2. Section 3.2(b) of the Purchase Agreement is hereby amended by replacing
"Within thirty (30) days" in the first sentence thereof with "Within forty-five
(45) days".
3. Section 3.3(a) of the Purchase Agreement is hereby amended by replacing
"Within thirty (30) days" in the second sentence thereof with "Within forty-five
(45) days".
4. Section 3.4(a) of the Purchase Agreement is hereby amended by replacing
"Within thirty (30) days" in the first sentence thereof with "Within forty-five
(45) days".
5. Schedule 1.1(g) is hereby amended as set forth on Schedule A hereto.
6. Capitalized terms used but not defined herein shall have the meanings
assigned thereto in the Purchase Agreement.
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7. Except as otherwise expressly modified by this Amendment, all terms and
provisions of the Purchase Agreement shall be and shall remain unchanged and the
Purchase Agreement is hereby ratified and confirmed and shall be and shall
remain in full force and effect, enforceable in accordance with its terms. Any
reference in the Purchase Agreement, or in any documents required thereunder or
annexes or schedules thereto, referring to the Purchase Agreement shall be
deemed to refer to the Purchase Agreement as amended by this Amendment.
8. This Amendment and any disputes arising under or related hereto or
thereto (whether for breach of contract, tortious conduct or otherwise) shall be
governed and construed in accordance with the laws of the State of New York,
without reference to its conflicts of law principles. Each of the parties hereto
waives to the fullest extent permitted by law any right to trial by jury in any
action, suit or proceeding brought to enforce, defend or interpret any rights or
remedies under, or arising in connection with or relating to, this Amendment.
9. This Amendment may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when
one or more counterparts have been signed by each party hereto and delivered to
the other party hereto.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed on its behalf by its officers or representatives thereunto duly
authorized, all as of the date first above written.
CONOPCO, INC.,
by /s/ E. Xxxx Xxxxxx
-------------------------------------
Name: E. Xxxx Xxxxxx
Title: Senior Vice President Finance
XXXXXXXXX XXXXX, INC.,
by /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Marina
Title: Senior Vice President, General
Counsel and Secretary
