SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENTSenior Subordinated Note Purchase and Security Agreement • May 3rd, 2010 • Mill Road Capital, L.P. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECOND AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT dated as of April 30, 2010 (the “Amendment”) amends the Senior Subordinated Note Purchase and Security Agreement dated as of November 6, 2009 (the “Original Agreement”), by and among Mill Road Capital, L.P., a Delaware limited partnership (the “Holder”), Physicians Formula, Inc., a New York corporation (the “Borrower”), Physicians Formula Holdings, Inc., a Delaware corporation (“Holdings”) and the Guarantors party to the Original Agreement.
PHYSICIANS FORMULA HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2010 • Mill Road Capital, L.P. • Perfumes, cosmetics & other toilet preparations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 30th day of April, 2010 by and among (i) PHYSICIANS FORMULA HOLDINGS, INC., a Delaware corporation (the “Company”), (ii) MILL ROAD CAPITAL, L.P., a Delaware limited partnership (“MRC”), and (iii) each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 7(c) hereof.
ContractMill Road Capital, L.P. • May 3rd, 2010 • 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.
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT April 29, 2010Non-Qualified Stock Option Award Agreement • May 3rd, 2010 • Mill Road Capital, L.P. • Perfumes, cosmetics & other toilet preparations • Delaware
Physicians Formula Holdings, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”), the Committee has granted to you an option (the “Option”) to acquire shares of Common Stock, as set forth below, subject to the terms and conditions set forth herein:
