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
ContractSubordination 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.
SUBORDINATION AGREEMENTSubordination Agreement • April 28th, 2011 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
THIS SUBORDINATION AGREEMENT (“Subordination Agreement”) dated as of January 7, 2011 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 Quality King Distributors, Inc., a New York corporation (“Junior Creditor” as hereinafter further defined). Senior Creditor Agent together with the lenders under the Senior Creditor Agreements are sometimes referred to herein individually as a “Senior Creditor” and collectively as “Senior Creditors”. Senior Creditors and Junior Creditor are sometimes individually referred to herein as “Creditor” and collectively as “Creditors.”
ContractSubordination 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”) BETWEEN QUALITY KING DISTRIBUTORS, INC. 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.
