0000950153-05-002791 Sample Contracts

AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • November 7th, 2005 • Matrixx Initiatives Inc • Pharmaceutical preparations • Arizona

This Amended and Restated Intellectual Property Security Agreement (the “Agreement”) is made as of September 27, 2005, by and between MATRIXX INITIATIVES, INC., a Delaware corporation (“Matrixx” or “Grantor”), and COMERICA BANK (“Secured Party”).

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AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • November 7th, 2005 • Matrixx Initiatives Inc • Pharmaceutical preparations • Arizona

This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of September 27, 2005, is entered into among MATRIXX INITIATIVES, INC., a Delaware corporation (“Matrixx”), and ZICAM, LLC, an Arizona limited liability company (“Zicam”) (Matrixx and Zicam are sometimes individually referred to herein as a “Borrower” and collectively referred to herein as “Borrowers”) and COMERICA BANK, a Michigan banking corporation (“Secured Party”), with reference to the following facts:

AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 27, 2005 among MATRIXX INITIATIVES, INC. AND ZICAM, LLC, as Borrowers, and COMERICA BANK, as Bank
Credit Agreement • November 7th, 2005 • Matrixx Initiatives Inc • Pharmaceutical preparations • Arizona

This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 27, 2005, is entered into among Matrixx Initiatives, Inc., a Delaware corporation (“Parent”), and Zicam, LLC, an Arizona limited liability company (“Zicam”) (Parent and Zicam are sometimes individually referred to herein as a “Borrower” and collectively referred to herein as “Borrowers”) and Bank.

AMENDED AND RESTATED SECURED PROMISSORY NOTE
Secured Promissory Note • November 7th, 2005 • Matrixx Initiatives Inc • Pharmaceutical preparations
SECURITY AGREEMENT AND COLLATERAL ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS
Security Agreement • November 7th, 2005 • Matrixx Initiatives Inc • Pharmaceutical preparations • Arizona

This SECURITY AGREEMENT AND COLLATERAL ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS (as may be at any time hereafter amended, restated, supplemented or modified, this “Agreement”), dated as of September 27, 2005, is entered into between MATRIXX INITIATIVES, INC., a Delaware corporation (referred to herein as “Matrixx” or “Assignor”), and COMERICA BANK, a Michigan banking corporation (“Bank”), with reference to the following facts:

AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • November 7th, 2005 • Matrixx Initiatives Inc • Pharmaceutical preparations • Arizona

This Amended and Restated Intellectual Property Security Agreement (the “Agreement”) is made as of September 27, 2005, by and between ZICAM, LLC, an Arizona limited liability company (“Zicam” or “Grantor”), and COMERICA BANK (“Secured Party”).

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