Exhibit 10.8
Playtex Products, Inc.
000 Xxxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Xxxxxxxxx, Xxxxxx & Xxxxxxxx International
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies & Gentlemen:
Reference is made to the International Purchase Agreement, dated as of
May 27, 1998 ("Purchase Agreement"), by and among Xxxxxxxxx, Lufkin & Xxxxxxxx
International (DLJ), Playtex Products, Inc. (Playtex) and the Selling
Stockholders listed on Schedule B thereto. (Capitalized terms used but not
defined herein shall have the meanings specified in the Purchase Agreement).
Pursuant to Section 3(j) of the Purchase Agreement, Playtex is
required to obtain the consent of DLJ, prior to filing any registration
statement to register shares of Playtex common stock (the "Common Stock") held
by the Childs Holders (as defined therein) within 180 days from the final
Prospectus. Section 1(vii) of the Purchase Agreement and separate letter
agreements between DLJ and each of Messrs. Xxxx X. Childs and Xxxxxx X. Xxxxx
(the "Lock Up Agreements") also restrict the sale of securities by Messrs.
Childs and Xxxxx for 90 days without the prior written consent of DLJ.
We have informed you that X. X. Childs Equity Partners, L.P. (the
"Fund") and certain other Childs Holders propose to sell an aggregate of
6,000,000 shares of Common Stock to RCBA Playtex, L.P., an affiliate of Xxxxxxx
X. Xxxx & Associates, L.P. ("Xxxx") and possibly other persons identified in and
pursuant to a Stock Purchase Agreement to be dated as of June 1, 1998 a copy of
which is attached hereto (the "Xxxx Agreement"). Playtex hereby requests you
waive compliance with the restrictions in (a) Section 3(j) and 1(vii) of the
Purchase Agreement and (b) the Lock-Up Agreements in connection with the
transactions contemplated by the Xxxx Agreement, provided that the Company
continues to agree not to file a resale registration covering any sale of the
shares by Xxxx for the 180-day period in Section 3(j).
2
If you agree, subject to the terms hereof, to waive these
requirements, please indicate your agreement by signing in the space provided
below and returning a signed copy to the undersigned.
PLAYTEX PRODUCTS, INC.
By:
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The undersigned hereby waives compliance with the provision of Article 3(j) and
1(vii) of the Purchase Agreement and Lock-Up Letters.
XXXXXXXXX, XXXXXX & XXXXXXXX
INTERNATIONAL
By:
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