AMENDMENT NO. 3 TO PURCHASE AGREEMENT
This AMENDMENT NO. 3 TO PURCHASE AGREEMENT (this "Amendment") is made
and entered into as of February 7, 2001, by and between CONOPCO, INC., a New
York corporation ("Conopco"), and ELIZABETH ARDEN, INC. (formerly French
Fragrances, Inc.), a Florida corporation ("Purchaser").
WHEREAS Conopco and Purchaser wish to amend Section 11.3 of the
Purchase Agreement dated as of October 30, 2000, as amended previously by
Amendment No. 1 to the Purchase Agreement dated as of December 11, 2000 and
Amendment No. 2 to the Purchase Agreement dated as of January 23, 2001 (as so
amended, the "Purchase Agreement"), and as hereinafter provided.
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
1. Section 11.3(b) of the Purchase Agreement is hereby amended by
replacing "60" in the first sentence thereof with "100".
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
or thereto (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.
/s/ Signature illegible
ELIZABETH ARDEN, INC.,
by /s/ Oscar E. Marina
Name: Oscar E. Marina
Title: Senior Vice President, General
Counsel and Secretary