1
EXHIBIT 10.70
COSMAR CORPORATION
RENAISSANCE COSMETICS, INC.
0000 Xxxxxx Xxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxxxx 00000
As of September 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. 2 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 (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 letter (this
"Amendment") and not otherwise defined herein shall have the meanings ascribed
thereto in the Note Purchase Agreement.
The Company and the Parent have requested that the Purchaser increase
the Maximum Revolving Amount to $30,000,000, 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. Amendments. Effective on and as of the Effective Date referred to
below, the following provisions of the Note Purchase Agreement are hereby
amended:
(a) Recitals. The first Recital to the Note Purchase Agreement
is amended by deleting the number "$20,000,000" from the third line
of said Recital and inserting the number "$30,000,000" in lieu
thereof.
(b) Section 1.1. Section 1.1 of the Note Purchase Agreement is
amended by (i) deleting the number "$20,000,000" from the second
line
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Amendment No. 2 to
Note Purchase Agreement. among
Renaissance Cosmetics, Inc.,
Cosmar Corporation and
Nomura Holding America Inc.
As of September 8, 1995
Page 2
of the definition for the term Maximum Revolving Amount and inserting
the number "$30,000,000" in lieu thereof; and (ii) adding the following
new definition to said Section in the appropriate alphabetical order:
"Second Amendment Effective Date" means the Effective Date as that
term is defined in the Amendment No. 2 to Note Purchase Agreement,
dated as of September 8, 1995, among the Company, the Parent, the
Purchaser and the Collateral Agent.";
(c) Section 2.1. Section 2.1 of the Note Purchase Agreement is
amended by deleting the number "$20,000,000" from the second line of
subsection (i) of said Section and inserting the number "$30,000,000"
in lieu thereof;
(d) Section 2.2. Section 2.2 of the Note Purchase Agreement is
amended by deleting the first proviso in the fifth sentence of said
Section and inserting the following proviso in lieu thereof:
"provided, however, that in lieu of the execution and delivery
of Revolving Notes by the Company at the time of each such
sale, at the election of the Purchaser on the Second Amendment
Effective Date, the Company shall execute and deliver to the
Purchaser on the Second Amendment Effective Date (against
return by the Purchaser on the Second Amendment Effective Date
of all the Revolving Notes previously issued to it by the
Company), a single Revolving Note registered in the name of
the Purchaser or its nominee, dated as of the Closing Date and
in the principal amount of $30,000,000, which Revolving Note
shall evidence the principal amount of Revolving Notes
initially sold on the Closing Date and the principal amount of
all Revolving Notes subsequently sold hereunder (together with
interest, fees and all other amounts accrued and unpaid in
respect of such aggregate outstanding principal balance), in
such event the date and amount of each sale of principal
amount of Revolving Notes to the
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Amendment No. 2 to
Note Purchase Agreement, among
Renaissance Cosmetics, Inc.,
Cosmar Corporation and
Nomura Holding America Inc.
As of September 8, 1995
Page 3
Purchaser by the Company, as well as each payment or
prepayment made on account of the principal thereof, and in
each case the resulting aggregate unpaid principal balance
thereof, shall be noted by the Purchaser on the schedule
attached to such Revolving Note or any extension thereof;";
(e) Section 2.6. Section 2.6 of the Note Purchase Agreement is
amended by deleting the number "$1,000,000" from the last line of
subsection (b) of said Section and inserting the number "$1,400,000" in
lieu thereof; and
(f) Exhibit L. The first Recital in Exhibit L to the Note
Purchase Agreement is hereby amended by deleting the language "Fifty
Million and 00/100 Dollars ($50,000,000.00)" from the ninth line of
said Recital and inserting the language "Sixty Million and 00/100
Dollars ($60,000,000.00)" in lieu thereof.
2. 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 and payments:
(a) a counterpart of this Amendment, duly executed and
delivered by the Parent and the Company;
(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;
(c) if the Purchaser has made the election contemplated by the
first proviso of the fourth sentence of Section 2.2 of the Note
Purchase Agreement, as amended by this Amendment, the Revolving Note
contemplated thereby, duly executed and delivered by the Company
(against return of the Purchaser's existing Revolving Notes);
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Amendment No. 2 to
Note Purchase Agreement, among
Renaissance Cosmetics, Inc.,
Cosmar Corporation and
Nomura Holding America Inc.
As of September 8, 1995
Page 4
(d) a copy of the resolutions of the Board of Directors of the
Company authorizing the execution and delivery of this Amendment and
the performance of the Note Purchase Agreement as amended hereby, duly
certified by the Secretary of the Company;
(e) an Officer's Certificate dated the Effective Date as to
the matters set forth in Section 3 hereof, duly executed and delivered
by an Authorized Officer of the Company and the Parent;
(f) payment of a fee in the aggregate amount of $400,000
(which the parties hereto agree shall be deemed to have been paid
pursuant to Section 2.6(b) of the Note Purchase Agreement for purposes
of the last sentence of said Section); and
(g) payment of the fees and expenses of counsel to the
Purchaser in connection with the Note Purchase Agreement as invoiced to
the Company on June 28, 1995.
3. 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 (including,
without limitation, the representation and warranty in Section 4.35 of the
Note Purchase Agreement, to the effect that, among other things, the
Revolving Note issued pursuant to Section 2 hereof constitutes a part of
the "Credit Facility" as defined in the Indenture). 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
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Amendment No. 2 to
Note Purchase Agreement. among
Renaissance Cosmetics. Inc.,
Cosmar Corporation and
Nomura Holding America Inc.
As of September 8, 1995
Page 5
(b) no Default or Event of Default shall have occurred and be
continuing.
4. 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 except to the extent specifically waived or amended
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.
5. 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.
6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
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Amendment No. 2 to
Note Purchase Agreement, among
Renaissance Cosmetics, Inc.,
Cosmar Corporation and
Nomura Holding America Inc.
As of September 8, 1995
Page 6
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: Group Vice President - Finance
RENAISSANCE COSMETICS, INC.
By: /s/
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Title: Group Vice President - Finance
Accepted and Agreed as
of date first above written
NOMURA HOLDING AMERICA INC.,
Individually and as Collateral Agent
By:
---------------------------------
Title: Attorney-in-Fact
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Amendment No. 2 to
Note Purchase Agreement, among
Renaissance Cosmetics, Inc.,
Cosmar Corporation and
Nomura Holding America Inc.
As of September 8, 1995
Page 7
ACKNOWLEDGEMENT AND AGREEMENT
The terms and provisions of the foregoing Amendment No. 2 to
Note Purchase Agreement, dated as of September 8, 1995 (the "Second 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
(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 Second 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.
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Amendment No. 2 to
Note Purchase Agreement, among
Renaissance Cosmetics, Inc.,
Cosmar Corporation and
Nomura Holding America Inc.
As of September 8, 1995
Page 8
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 S.A.
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:
(of each party hereto)
