0001193125-09-119459 Sample Contracts

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”).

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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 Model Reorg Acquisition LLC, a Delaware limited liability company (the “Company”), the noteholder listed on the signature page hereof (the “Noteholder”) 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”).

WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • May 27th, 2009 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York

This Waiver and Amendment No. 1 to Credit Agreement, dated as of May 26, 2009 (this “Amendment”), to Credit Agreement, dated as of August 11, 2008 (as hereafter amended, restated or otherwise modified, the “Credit Agreement”) is entered into by and 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

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 Model Reorg Acquisition LLC, a Delaware limited liability company (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”).

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