CREDIT AGREEMENT Dated as of August 11, 2008 among PERFUMANIA HOLDINGS, INC. (f/k/a E Com Ventures, Inc.), QUALITY KING FRAGRANCE, INC., SCENTS OF WORTH, INC., FIVE STAR FRAGRANCE COMPANY, INC., DISTRIBUTION CONCEPTS, LLC, NORTHERN GROUP, INC.,...Credit Agreement • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of August 11, 2008, 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”) (Perfumania Holdings, QKF, Scents of Worth, Five Star Fragrance, Distribution Concepts, Northern Group, Perfumania, Magnifique Parfumes, Ten Kesef and Perfumania PR are someti
ContractSubordinated Promissory Note • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
THIS SUBORDINATED PROMISSORY NOTE IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF AUGUST 11, 2008 (THE “INTERCREDITOR AND SUBORDINATION AGREEMENT”) AMONG THE SUBORDINATED LENDERS PARTY THERETO, MODEL REORG ACQUISITION, LLC AND GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT AND COLLATERAL AGENT FOR CERTAIN LENDERS. BY ITS ACCEPTANCE OF THIS SUBORDINATED PROMISSORY NOTE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF SUCH INTERCREDITOR AND SUBORDINATION AGREEMENT TO THE SAME EXTENT THAT THE SUBORDINATED LENDERS (AS DEFINED THEREIN) ARE BOUND.
SUB-SUBLEASE Model Reorg, Inc.Sub-Sublease • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail
This Sub-Sublease (“Lease”) is made as of the 1st day of October, 2007 by and between QUALITY KING DISTRIBUTORS, INC. (“Landlord”), a New York corporation, and MODEL REORG, INC. (“Sub-subtenant”), a New York corporation.
PERFUMANIA HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 11 day of August, 2008, by and among Perfumania Holdings, Inc. (f/k/a E Com Ventures, Inc.), a Florida corporation (the “Company”), and each of the shareholders of Model Reorg, Inc., a New York corporation (“Model Reorg”), listed on Schedule A hereto.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made as of February 7, 2008 by and between JACAVI, LLC, a Delaware limited liability company (the “Company”), and RENE A. GARCIA (the “Executive”).
ContractSubordinated Promissory Note • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
THIS SUBORDINATED PROMISSORY NOTE IS SUBJECT TO AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF AUGUST 11, 2008 (THE “INTERCREDITOR AND SUBORDINATION AGREEMENT”) AMONG QUALITY KING DISTRIBUTORS, INC., MODEL REORG ACQUISITION, LLC AND GENERAL ELECTRIC CAPITAL CORPORATION, AS AGENT AND COLLATERAL AGENT FOR CERTAIN LENDERS. BY ITS ACCEPTANCE OF THIS SUBORDINATED PROMISSORY NOTE, THE HOLDER HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF SUCH INTERCREDITOR AND SUBORDINATION AGREEMENT TO THE SAME EXTENT THAT THE SUBORDINATED LENDER (AS DEFINED THEREIN) IS BOUND.
AMENDED AND RESTATED AGREEMENTShareholder Agreement • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
This Agreement (the “Agreement”) is made effective as of the 1st day of August, 2008 (“Effective Date”), by and between Model Reorg Acquisition LLC, a Delaware limited liability company (“LLC”), a wholly-owned subsidiary of Perfumania Holdings, Inc. and successor by merger to Model Reorg, Inc. (“Model”), a New York corporation, having its principal place of business at 35 Sawgrass Drive, Bellport, New York 11713, and Michael W. Katz (“Katz”), having his residence at 4 Gnarled Hollow Circle, Huntington, N.Y. 11743.
SERVICES AGREEMENTServices Agreement • December 17th, 2008 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
This SERVICES AGREEMENT (as same may be supplemented, modified, amended, restated or extended from time to time, the “Agreement”), dated as of August 11, 2008 (the “Effective Date”), between QUALITY KING DISTRIBUTORS, INC. (“QK”), a corporation organized under the laws of the State of New York, and E COM VENTURES, INC. (“E Com”), a corporation organized under the laws of the State of Florida (each a “Party” and together, the “Parties”).
