CONTINUING GUARANTYContinuing Guaranty • November 9th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California
SECURITY AGREEMENTSecurity Agreement • November 9th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
THIS SECURITY AGREEMENT (“Agreement”), dated as of November 6, 2009, is made by and between PHYSICIANS FORMULA DRTV, LLC, a Delaware limited liability company (the “Debtor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”).
GENERAL SECURITY AGREEMENTGeneral Security Agreement • November 9th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • Ontario
THIS AGREEMENT is dated with effect as of this 6th day of November, 2009 by PHYSICIANS FORMULA, INC., a New York corporation, (the “Borrower”) to and in favour of WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operating division (the “Lender”).
ContractPhysicians Formula Holdings, Inc. • November 9th, 2009 • Perfumes, cosmetics & other toilet preparations
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN INTERCREDITOR AGREEMENT (THE “INTERCREDITOR AGREEMENT”) DATED AS OF NOVEMBER 6, 2009 BY AND AMONG WELLS FARGO BANK, NATIONAL ASSOCIATION ACTING THROUGH ITS WELLS FARGO BUSINESS CREDIT OPERATING DIVISION, MILL ROAD CAPITAL, L.P. AND PHYSICIANS FORMULA, INC.; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.
WELLS FARGO BUSINESS CREDIT CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 9th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California
INTERCREDITOR AGREEMENT dated as of November 6, 2009 among WELLS FARGO BANK, NATIONAL ASSOCIATION acting through its WELLS FARGO BUSINESS CREDIT operating division, and PHYSICIANS FORMULA, INC.Intercreditor Agreement • November 9th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California
INTERCREDITOR AGREEMENT (this “Agreement”) dated as of November 6, 2009, is made and entered into among WELLS FARGO BANK, NATIONAL ASSOCIATION acting through its WELLS FARGO BUSINESS CREDIT operating division (“Wells Fargo”), MILL ROAD CAPITAL, L.P., a Delaware limited partnership (“Mill Road”), and PHYSICIANS FORMULA, INC., a New York corporation (the “Company”).
REVOLVING NOTEPhysicians Formula Holdings, Inc. • November 9th, 2009 • Perfumes, cosmetics & other toilet preparations
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.
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • November 9th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS GUARANTOR SECURITY AGREEMENT (“Agreement”), dated as of November 6, 2009, is made by and among PHYSICIANS FORMULA HOLDINGS, INC., a Delaware corporation, PHYSICIANS FORMULA COSMETICS, INC., a Delaware corporation, PHYSICIANS FORMULA DRTV, LLC, a Delaware limited liability company (each a “Grantor” and, collectively, the “Grantors”), and MILL ROAD CAPITAL, L.P., a Delaware limited partnership (the “Holder Representative”).
SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT AMONG PHYSICIANS FORMULA, INC., as the Borrower, THE GUARANTORS PARTY HERETO AND as the Purchaser, a Holder and the Holder Representative Dated as of November 6, 2009Senior Subordinated Note Purchase and Security Agreement • November 9th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
Physicians Formula, Inc., a New York corporation (the “Borrower”), Physicians Formula Holdings, Inc., a Delaware corporation (“Holdings”) and the direct parent of the Borrower, and the other direct and indirect Subsidiaries of Holdings from time to time party to this Agreement, as Guarantors, hereby agree with you as follows:
