Exhibit 10.39
December 29, 2005
Del Laboratories, Inc.
178 EAB Plaza
P.O. Box 9357
Uniondale, NY 11553-9357
Wells Fargo Bank, N.A.
Corporate Trust Services
213 Court Street, Suite
703
Middletown, CT 06467
Attention: Joseph P.
O’Donnell
Ladies and Gentlemen:
Reference is hereby made to the
(a) Intercreditor Agreement, dated as of October 28, 2005
(as heretofore amended, supplemented or otherwise modified from
time to time, the “ Intercreditor Agreement ”),
among Del Laboratories, Inc., the other Grantors from time to time
party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent
under the Initial Credit Agreement and as Credit Facility
Collateral Agent and Wells Fargo Bank, National Association, as
Trustee and Note Collateral Agent, (b) Credit Agreement, dated
as of October 28, 2005 (as heretofore amended, supplemented or
otherwise modified from time to time, the “ Initial Credit
Agreement ”), among DLI Holding II Corp., Del
Laboratories, Inc., the several banks and other financial
institutions or entities from time to time parties thereto, J.P.
Morgan Securities Inc., as sole lead arranger and sole bookrunner,
and JPMorgan Chase Bank, N.A., as administrative agent for the
lenders thereunder and (c) Credit Agreement, dated as of
December 28, 2005 (as heretofore amended, supplemented or
otherwise modified from time to time, the “ New Credit
Agreement ”), among DLI Holding II Corp., Del
Laboratories, Inc., the several banks and other financial
institutions or entities from time to time parties thereto, J.P.
Morgan Securities Inc., as sole lead arranger and sole bookrunner,
and JPMorgan Chase Bank, N.A., as administrative agent for the
lenders thereunder. All capitalized terms used herein that are
defined in the Intercreditor Agreement and that are not otherwise
defined herein shall have the respective meanings ascribed thereto
in the Intercreditor Agreement.
This letter confirms that
(i) the New Credit Agreement is the Permanent ABL Facility as
defined in the Intercreditor Agreement, (ii
