AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTEPerfumania Holdings, Inc. • May 1st, 2014 • Retail-miscellaneous retail • New York
This Amendment No. 1 (this “Amendment”) dated as of April 25, 2014 between Model Reorg Acquisition, LLC, a Delaware limited liability company (the “Issuer”) and Quality King Distributors, Inc., a New York corporation (the “Holder”) to that certain Amended and Restated Promissory Note dated January 7, 2011 of the Issuer payable to the order of the Holder in the principal amount of $35,000,000 (“A&R Note”) is entered into by and between the parties hereto to amend the A&R Note. Capitalized terms used herein that are not defined shall have the meaning set forth in the A&R Note.
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTESPerfumania Holdings, Inc. • May 1st, 2014 • Retail-miscellaneous retail • New York
This Amendment No. 1 (this “Amendment”) dated as of April 25, 2014 between Model Reorg Acquisition, LLC, a Delaware limited liability company (the “Issuer”) and the trust entities listed on Schedule 1 hereto (the “Holders” or individually, a “Holder”) to those certain Second Amended and Restated Promissory Notes dated April 18, 2012 of the Issuer payable to the order of the Holders in the total principal amount of $85,365,693 (“Sibling Notes”) is entered into by and between the parties hereto to amend each of the Sibling Notes. Capitalized terms used herein that are not defined shall have the meaning set forth in the Sibling Notes.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • May 1st, 2014 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of April 25, 2014 (this “Amendment No. 2”), 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”), 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 Florida corporation (“SOW”), Five Star Fragrance Company, Inc., a New York corporation (“Five Star”), Northern Group, Inc., a New York c
