REVOLVING NOTE
Exhibit
10.11
REVOLVING
NOTE
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$25,000,000
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November 6,
2009
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FOR VALUE RECEIVED, the
undersigned, PHYSICIANS FORMULA, INC., a New York corporation (the “Company”),
hereby promises to pay to the order of XXXXX FARGO BANK, NATIONAL ASSOCIATION
(“Xxxxx Fargo”), acting through its XXXXX FARGO BUSINESS CREDIT operating
division, on the Termination Date described in the Credit and Security Agreement
dated November 6, 2009 (as amended, restated or otherwise modified from
time to time, the “Agreement”) and entered into between Xxxxx Fargo and Company,
at Xxxxx Fargo’s office at 000 Xxxxx Xxx Xxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxxxxx 00000, or at any other place designated at any time by the
holder, in lawful money of the United States of America and in immediately
available funds, the principal sum of Twenty-Five Million Dollars ($25,000,000)
or the aggregate unpaid principal amount of all Advances under the Line of
Credit made by Xxxxx Fargo to Company under the terms of the Agreement, together
with interest on the outstanding principal amount computed on the basis of
actual days elapsed in a 360-day year, from the date of this Revolving Note
until this Revolving Note is fully paid at the rate from time to time in effect
under the terms of the Agreement. Principal and interest accruing on
the unpaid principal balance amount of this Revolving Note shall be due and
payable as provided in the Agreement. This Revolving Note may be
prepaid only in accordance with the Agreement.
This
Revolving Note is the Revolving Note referred to in the Agreement, and is
subject to the terms of the Agreement, which provides, among other things, for
the acceleration of this Revolving Note. This Revolving Note is
secured, among other things, by the Agreement and the Security Documents as
defined in the Agreement, and by any other security agreements, mortgages, deeds
of trust, assignments or other instruments or agreements that may subsequently
be given for good and valuable consideration as security for this Revolving
Note.
Company
shall pay all costs of collection, including without limitation reasonable
attorneys’ fees and legal expenses, if this Revolving Note is not paid when due,
in accordance with the Agreement whether or not legal proceedings are
commenced.
Presentment
or other demand for payment, notice of dishonor and protest are expressly
waived.
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PHYSICIANS
FORMULA, INC.
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By:
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/s/ Xxxxxx Xxxxxx
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Name:
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Xxxxxx Xxxxxx
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Title:
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Chief Executive
Officer
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