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Exhibit 10.41
Management Services Agreement
XXXX, XXXX & COMPANY
Three Pickwick Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
August 16, 1994
Renaissance Cosmetics, Inc.
Three Pickwick Plaza
Greenwich, Connecticut 06830
Gentlemen:
This is to confirm our understanding concerning the management and
consulting services which we are to perform for Renaissance Cosmetics, Inc. (the
"Company").
Our services will include but not be limited to the following:
1. Service on the Board of Directors - Four Partners or other designees
of our firm will upon designation by Xxxx, Xxxx Equity Partners, L.P. serve as
members of the Board of Directors of the Company (the "Designees"). So long as
he is able, such designees shall include Xxxxxxx X. Xxxx.
2. Financial Planning - We will review the Company's budget after it is
prepared by the Company, will work closely with management in monitoring the
Company's financial affairs and initiate and maintain relationships with sources
of financing for the Company including banks, other lending institutions and
investment banking firms.
3. Management Assistance - We will confer and work closely with senior
management of the Company and will provide advice and consultation in all areas
of executing the Company's business plan.
4. Annual Business Plan and Budget - We will assist in the preparation
of annual business plans and budgets and work closely with management to monitor
the Company's performance.
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5. Acquisitions - Where appropriate, we will analyze and review
proposals and make recommendations concerning acquisitions and other business
opportunities.
6. Remuneration - In consideration of our services, we shall receive an
annual fee of $675,000 for each fiscal year commencing September 1, 1994 payable
in equal monthly installments. This fee may be increased at any time by action
of the Board of Directors of the Company and with the approval of Xxxxxx X.
Xxxxxx. In addition, the Company will reimburse us for all reasonable
out-of-pocket expenses incurred by us in connection with the performance of our
services hereunder.
Notwithstanding the foregoing, payment of our fee as well as any
increases in our fee shall be subject to the terms and provisions of Section
4.24 of the Indenture among Renaissance Cosmetics, Inc., American Bank National
Association as Trustee, et al. as the same may be amended from time to time and
the terms and provisions of the cumulative Exchangeable Preferred Stock Series A
being issued by the Company, as the same may be amended from time to time.
This Agreement shall be for a term of seven (7) years and shall
continue thereafter on a year-to-year basis (at the fee for the last twelve (12)
month period unless otherwise agreed to), unless terminated by either the
Company or the undersigned by written notice not earlier than 90 days and no
later than 60 days prior to the end of the applicable period.
Please signify your approval of this Agreement by signing the copy of
this letter where indicated.
Very truly yours,
XXXX, XXXX & COMPANY
By: /s/
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Agreed:
RENAISSANCE COSMETICS, INC.
By: /s/
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