DNL PARTNERS LIMITED PARTNERSHIP
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February 25, 2000
Cosmair, Inc.
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Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
General Counsel
Gentlemen:
Reference is hereby made to that certain Agreement and Plan of Merger
dated as of February 25, 2000 (the "Merger Agreement") by and among Cosmair,
Inc. ("Parent"), Crayon Acquisition Corp. ("Sub") and ▇▇▇▇▇▇, Inc. (the
"Company") Capitalized terms used but not otherwise defined herein shall have
the meanings set forth in the Merger Agreement.
In connection with the Settlement Agreement by and between the
Company's wholly-owned subsidiary, ▇▇▇▇▇▇ Products Company ("CPC"), and AM
Cosmetics Corp. and AM Products Company (collectively, "AMC"), dated as of
February 25, 2000 (the "Settlement Agreement"), the undersigned hereby
authorizes Parent or Sub to withhold an amount in cash equal to $531,492 (the
"Contribution Amount") from the first to be paid of the Per Share Amount or the
Merger Price payable to the undersigned in respect of our shares of Company
Common Stock pursuant to the Merger Agreement, which amount shall be paid in the
following priority:
first, to the individuals listed on Schedule I hereto, to reimburse
such individuals on a pro rata basis to the extent, but only to the
extent, of any draw down on the letter of credit issued by GrandBank on
behalf of such individuals; and
second, any portion of the Contribution Amount not so required to be
delivered to the individuals on Schedule I shall be distributed to the
Company.
Any additional amounts payable to the undersigned in excess of the Contribution
Amount in respect of our shares of Company Common Stock shall be paid to the
undersigned in accordance with the applicable provision of the Merger Agreement.
Very truly yours,
DNL PARTNERS LIMITED PARTNERSHIP
By: DNL Group, L.L.C.
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Manager
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇
_______________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇
Title: Member
AGREED TO AND ACCEPTED:
COSMAIR, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Executive Vice President
SCHEDULE I
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c/o Bathgate, ▇▇▇▇▇▇▇ & ▇▇▇▇
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Abbey ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. Sabre
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
c/o MCG Global, LLC
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