0001193125-06-188740 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 11th, 2006 • Elizabeth Arden Inc • Perfumes, cosmetics & other toilet preparations • New York

This ASSET PURCHASE AGREEMENT (the “Agreement”) effective as of August 11, 2006, dated August 14, 2006, is by and among Elizabeth Arden, Inc., a Florida corporation (the “Buyer”), and Sovereign Sales, LLC, a Michigan limited liability company (the “Seller”).

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FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 11th, 2006 • Elizabeth Arden Inc • Perfumes, cosmetics & other toilet preparations • New York

THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated as of August 11, 2006, is among ELIZABETH ARDEN, INC., a Florida Corporation (the “Borrower”), the banks listed on the signature pages hereto (the “Banks”), JPMORGAN CHASE BANK, N.A. (formerly JPMorgan Chase Bank), as the administrative agent (the “Administrative Agent”), and BANK OF AMERICA, N.A. (successor in interest by merger to Fleet National Bank), as the collateral agent (the “Collateral Agent”).

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