EXHIBIT 10.14
FIRST AMENDMENT TO THE MANAGEMENT AGREEMENT
The First Amendment ("Amendment") is made as of June 1, 1997 between
Xxxxxx Products Company, a Delaware corporation ("CPC") and AM Cosmetics, a
Delaware corporation ("AMC"). This Amendment in made with reference to that
certain Management Agreement dated June 26, 1996, between AMC and CPC
("Management Agreement"). All capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Management
Agreement.
WHEREAS, CPC has agreed in the Management Agreement to provide certain
management services for and on behalf of AMC; and
WHEREAS, the compensation to be paid by AMC to CPC for the management
services is to be a percentage of AMC's Net Sales; and
WHEREAS, CPC and AMC desire to amend the definition of Net Sales in
the Management Agreement to include only the product lines of AMC as of June 26,
1996.
NOW, therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1.
1.1 Section 5 "Compensation of CPC" of the Management Agreement in
amended as follows:
(a) The last sentence which reads "Net Sales shall be defined as the
gross sales of AMC minus selling discounts, returns, allowances and
cooperative advertising costs." is deleted in its entirety and
replaced with the following:
"Net Sales shall be defined as only gross sales of AMC for AMC's
product lines as of June 26, 1996 minus selling discounts, returns,
allowances and cooperative advertising costs."
SECTION 2. RATIFICATION OF AGREEMENT
2.1 Except to the extent expressly set forth herein, this Amendment
shall not constitute a release of, consent to or waiver of any other provision,
term or condition of the Management Agreement. Except an herein amended, the
Management Agreement in ratified and confirmed in all respects and shall remain
in full force and effect in accordance with its terms.
SECTION 3. COUNTERPARTS AND EFFECTIVENESS
This Amendment may be executed in any number of counterparts, and all
such counterparts taken together shall be deemed to constitute one and the same
instrument. Signature pages may be detached from counterpart documents and
reassembled to form duplicate executed originals. Signatures may be by
facsimile.
This Amendment shall become effective as of the date hereof upon the
execution of the counterparts hereof by CPC and AMC.
SECTION 4. GOVERNING LAW
This Amendment shall be governed by, and shall be construed and
enforced in accordance with, the laws of the State of New York without regard to
the principles of conflict of law.
Witness the execution hereof by the respective duly authorized
officers of the undersigned as of the date first above written.
XXXXXX PRODUCTS COMPANY
by: /s/ Xx. Xxxxx Xxxxx
--------------------------
Name: Xx. Xxxxx Xxxxx
Title: Chairman and
C.E.O.
AM COSMETICS, INC.
by: /s/ X. X. Xxxxx
--------------------------
Name: X. X. Xxxxx
Title: Senior Vice
President
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