Perfumania Holdings, Inc. Sample Contracts

AMONG
Stock Purchase Agreement • May 19th, 2000 • E Com Ventures Inc • Retail-drug stores and proprietary stores • Florida
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AGREEMENT AND PLAN OF MERGER AMONG PERFUMANIA, INC. E COM VENTURES, INC. AND E COM SUB, INC.
Agreement and Plan of Merger • February 11th, 2000 • E Com Ventures Inc • Retail-drug stores and proprietary stores • Florida
RECITALS
Escrow Agreement • February 10th, 2004 • E Com Ventures Inc • Retail-drug stores and proprietary stores • New York
WITNESSETH
Separation Agreement • May 28th, 1999 • Perfumania Inc • Retail-drug stores and proprietary stores
AND
Security Agreement • June 13th, 2000 • E Com Ventures Inc • Retail-drug stores and proprietary stores • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER
Stock Purchase Agreement • April 25th, 2000 • E Com Ventures Inc • Retail-drug stores and proprietary stores • Florida
AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
Revolving Credit and Security Agreement • May 18th, 2004 • E Com Ventures Inc • Retail-drug stores and proprietary stores • New York
CREDIT AGREEMENT Dated as of January 7, 2011 among PERFUMANIA HOLDINGS, INC., as the Lead Borrower The Other Borrowers Named Herein The Guarantors Named Herein WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swing...
Credit Agreement • April 28th, 2011 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of January 7, 2011, among Perfumania Holdings, Inc., a Florida corporation (sometimes referred to herein as the “Parent” or “Lead Borrower”), Quality King Fragrance, Inc., a Delaware corporation (“QKF”), Scents of Worth, Inc., a Florida corporation (“SOW”), Five Star Fragrance Company, Inc., a New York corporation (“Five Star”), Northern Group, Inc., a New York corporation (“Northern”), Perfumania, Inc., a Florida corporation (“Perfumania”), Magnifique Parfumes and Cosmetics, Inc., a Florida corporation (“Magnifique”), Ten Kesef II, Inc., a Florida corporation (“Ten Kesef”), Perfumania Puerto Rico, Inc., a Puerto Rico corporation (“Perfumania PR”) and Perfumania.com, Inc., a Florida corporation (“Perfumania.com” and together with Parent, QKF, SOW, Five Star, Northern, Perfumania, Magnifique, Ten Kesef and Perfumania PR, each a “Borrower” and collectively, the “Borrowers”), the Guarantors (as hereinafter defined), each lender from t

CREDIT AGREEMENT Dated as of August 11, 2008 among PERFUMANIA HOLDINGS, INC. (f/k/a E Com Ventures, Inc.), QUALITY KING FRAGRANCE, INC., SCENTS OF WORTH, INC., FIVE STAR FRAGRANCE COMPANY, INC., DISTRIBUTION CONCEPTS, LLC, NORTHERN GROUP, INC.,...
Credit Agreement • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York

This CREDIT AGREEMENT (this “Agreement”), dated as of August 11, 2008, among PERFUMANIA HOLDINGS, INC. (f/k/a E Com Ventures, Inc.), a Florida corporation (“Perfumania Holdings”), QUALITY KING FRAGRANCE, INC., a Delaware corporation (“QKF”), SCENTS OF WORTH, INC., a Florida corporation (“Scents of Worth”), FIVE STAR FRAGRANCE COMPANY, INC., a New York corporation (“Five Star Fragrance”), DISTRIBUTION CONCEPTS, LLC, a Florida limited liability company (“Distribution Concepts”), NORTHERN GROUP, INC., a New York corporation (“Northern Group”), PERFUMANIA, INC., a Florida corporation (“Perfumania”), MAGNIFIQUE PARFUMES AND COSMETICS, INC., a Florida corporation (“Magnifique Parfumes”), TEN KESEF II, INC., a Florida corporation (“Ten Kesef”) and PERFUMANIA PUERTO RICO, INC., a Puerto Rico corporation (“Perfumania PR”) (Perfumania Holdings, QKF, Scents of Worth, Five Star Fragrance, Distribution Concepts, Northern Group, Perfumania, Magnifique Parfumes, Ten Kesef and Perfumania PR are someti

VOTING AGREEMENT
Voting Agreement • January 19th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2011 by and among Parlux Fragrances, Inc., a Delaware corporation (the “Company”) and the undersigned stockholders (each a “Stockholder” and collectively, the “Stockholders”) of Perfumania Holdings, Inc., a Florida corporation (“Parent”).

Contract
Intercreditor and Subordination Agreement • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York

THIS SUBORDINATED PROMISSORY NOTE IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF AUGUST 11, 2008 (THE “INTERCREDITOR AND SUBORDINATION AGREEMENT”) AMONG THE SUBORDINATED LENDERS PARTY THERETO, MODEL REORG ACQUISITION, LLC AND GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT AND COLLATERAL AGENT FOR CERTAIN LENDERS. BY ITS ACCEPTANCE OF THIS SUBORDINATED PROMISSORY NOTE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF SUCH INTERCREDITOR AND SUBORDINATION AGREEMENT TO THE SAME EXTENT THAT THE SUBORDINATED LENDERS (AS DEFINED THEREIN) ARE BOUND.

Contract
Subordination Agreement • April 28th, 2011 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York

THIS AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE (THIS “NOTE”) IS SUBJECT TO A SUBORDINATION AGREEMENT DATED AS OF JANUARY 7, 2011 (AS AMENDED, THE “SUBORDINATION AGREEMENT”) AMONG THE HOLDER OF THIS NOTE, HOLDERS OF CERTAIN OTHER PROMISSORY NOTES OF THE MAKER OF THIS NOTE AND WELLS FARGO BANK, NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, IN ITS CAPACITY AS ADMINISTRATIVE AND COLLATERAL AGENT PURSUANT TO THE SENIOR CREDITOR AGREEMENTS (AS DEFINED IN THE SUBORDINATION AGREEMENT) ACTING FOR AND ON BEHALF OF THE PARTIES THERETO AS LENDERS. PAYMENT OF THIS NOTE IS SUBORDINATE IN RIGHT OF PAYMENT TO THE SENIOR DEBT (AS DEFINED IN THE SUBORDINATION AGREEMENT) AND SUBJECT TO THE TERMS AND CONDITIONS OF THE SUBORDINATION AGREEMENT. BY ITS ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF SUCH SUBORDINATION AGREEMENT TO THE SAME EXTENT THAT THE SUBORDINATED LENDER (AS DEFINED THEREIN) IS BOUND.

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AMENDED AND RESTATED SUBORDINATION AGREEMENT
Subordination Agreement • April 19th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York

THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT (“Subordination Agreement”) dated as of April 18, 2012 is by and between Wells Fargo Bank, National Association, a national banking association, in its capacity as administrative and collateral agent pursuant to the Senior Creditor Agreements (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, the “Senior Creditor Agent” as hereinafter further defined) and Trust under Article 2 of the Trust Agreement dated November 1, 1998 with Glenn Nussdorf as Grantor (successor to the Glenn Nussdorf 10-Year Grantor Retained Annuity Trust Dated 11/1/98), Glenn Nussdorf 15-Year Grantor Retained Annuity Trust Dated 11/2/98, the Trust under Article 2 of the Trust Agreement dated November 1, 1998 with Stephen Nussdorf as Grantor (successor to the Stephen Nussdorf 10-Year Grantor Retained Annuity Trust Dated 11/1/98), Stephen Nussdorf 15-Year Grantor Retained Annuity Trust Dated 11/2/98, the Trust under Ar

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 19th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York

This AGREEMENT AND PLAN OF MERGER, dated as of December 23, 2011 (this “Agreement”), is by and among Parlux Fragrances, Inc., a Delaware corporation (“Company”), Perfumania Holdings, Inc., a Florida corporation (“Parent”), and PFI Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). Certain terms used in this Agreement are used as defined in Section 9.11.

FORM OF VOTING AGREEMENT (PARLUX)
Form of Voting Agreement • January 19th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2011 by and between Perfumania Holdings, Inc., a Florida corporation (“Parent”) and [______________] (“Stockholder”), a stockholder of Parlux Fragrances, Inc., a Delaware corporation (the “Company”).

STOCKHOLDERS AGREEMENT
Stockholders Agreement • January 24th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • Florida

STOCKHOLDERS AGREEMENT dated as of December 23, 2011 (this “Agreement”), by and among Perfumania Holdings, Inc., a Florida corporation (the “Company”), Rene Garcia, a stockholder of the Company (“Stockholder”), and the persons and trusts related to Stockholder listed on the signature page hereof (together with Stockholder, the “Stockholder Parties”).

AMENDMENT NO. 1 TO CREDIT AGREEMENT AND CONSENT
Credit Agreement and Consent • January 19th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York

AMENDMENT NO. 1 TO CREDIT Agreement AND CONSENT, dated as of December 23, 2011 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association, in its capacity as administrative and collateral agent for the Lenders (as hereinafter defined) pursuant to the Credit Agreement defined below (in such capacity, “Administrative Agent”), Bank of America, N.A., in its capacity as syndication agent for the Lenders (in such capacity, “Syndication Agent”), Regions Bank and RBS Business Capital, a division of RBS Asset Finance, Inc., a subsidiary of RBS Citizens, NA, in their capacity as co-documentation agents for the Lenders (in such capacity, “Co-Documentation Agents”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Perfumania Holdings, Inc., a Florida corporation (sometimes referred to herein as the “Parent” or “Lead Borrower”), Quality King Fragrance, Inc., a Delaware corporation (“QKF”), Scents of Worth, Inc., a Flor

Model Reorg Acquisition LLC
Subordination Agreement • January 20th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
PERFUMANIA HOLDINGS INC.
Letter Agreement • March 5th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
SUB-SUBLEASE Model Reorg, Inc.
Sub-Sublease • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail

This Sub-Sublease (“Lease”) is made as of the 1st day of October, 2007 by and between QUALITY KING DISTRIBUTORS, INC. (“Landlord”), a New York corporation, and MODEL REORG, INC. (“Sub-subtenant”), a New York corporation.

NOTE AND SUBORDINATION AMENDMENT AGREEMENT
Note and Subordination Amendment Agreement • May 27th, 2009 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York

Agreement dated as of this 26th day of May, 2009 among Perfumania Holdings, Inc. (f/k/a E Com Ventures, Inc.), a Florida corporation (the “Company”), the noteholders listed on the signature page hereof (the “Noteholders”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent and Collateral Agent for Lenders under the Credit Agreement (as defined below) (in such capacity and together with its successors and assigns, the “Senior Lender”).

PERFUMANIA HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 11 day of August, 2008, by and among Perfumania Holdings, Inc. (f/k/a E Com Ventures, Inc.), a Florida corporation (the “Company”), and each of the shareholders of Model Reorg, Inc., a New York corporation (“Model Reorg”), listed on Schedule A hereto.

STOCKHOLDERS AGREEMENT
Stockholders Agreement • January 23rd, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • Florida

STOCKHOLDERS AGREEMENT dated as of December 23, 2011 (this “Agreement”), by and among Perfumania Holdings, Inc., a Florida corporation (the “Company”), Rene Garcia, a stockholder of the Company (“Stockholder”), and the persons and trusts related to Stockholder listed on the signature page hereof (together with Stockholder, the “Stockholder Parties”).

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