EXECUTION COPY
AMENDMENT NO. 6 TO PURCHASE AGREEMENT
This AMENDMENT NO. 6 TO PURCHASE
AGREEMENT (this "AMENDMENT") is made and
entered into as of July 13, 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, by and between Conopco and Purchaser, 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,
Amendment No. 3 to the Purchase Agreement dated as of
February 7, 2001, Amendment No. 4 to the Purchase Agreement
dated as of February 21, 2001, and Amendment No. 5 to the
Purchase Agreement dated as of April 19, 2001 (as so
amended, the "PURCHASE AGREEMENT").
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. In accordance with the provisions of Section
12.1 of the Purchase Agreement, Section 10.1(b) of the
Purchase Agreement is hereby amended by adding to it,
following the third sentence thereof, the following
additional sentences:
"Purchaser shall also offer employment, effective as of the
first day of the month following the month in which the
closing of the Acquisition (as defined in the Asset Purchase
Agreement dated as of July 13, 2001, between Conopco and
CEI-Roanoke, Inc.) (the "Roanoke Closing") occurs, to those
employees of Conopco listed on Schedule A to Amendment No. 6
to this Agreement dated as of July 13, 2001 (the "Additional
Employees"). The date on which the Roanoke Closing occurs
is referred to in this Agreement as the "Roanoke Closing
Date". The Additional Employees shall be considered Leased
Employees during the period commencing on the Roanoke
Closing Date and terminating at the close of business on the
last day of the month in which the Roanoke Closing occurs
(the "Relevant Period"). During the Relevant Period, the
terms of the Employee Lease Agreement dated as of
January 23, 2001, by and among Conopco and Purchaser, shall
apply with respect to the Additional Employees, except that
any terms thereof which require a termination of the Lease
Period with respect to the Additional Employees prior to the
termination of the Relevant Period shall be construed as
instead requiring a termination at the end of the Relevant
Period. All Additional Employees who accept Purchaser's
offer of employment shall also be considered Transferred
Employees, effective as of the first day of the month
following the month in which the Roanoke Closing occurs."
2. Capitalized terms used but not defined herein
shall have the meanings assigned thereto in the Purchase
Agreement.
3. 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.
4. This Amendment and any disputes arising under
or related hereto (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.
5. 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/ Mart Laius
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Name: Mart Laius
Title: Vice President
XXXXXXXXX XXXXX, INC.,
by /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Marina, Esq.
Title: General Counsel
