Model Reorg Acquisition LLC Bellport, NY 11713 Ladies and Gentlemen:Subordination Agreement • January 20th, 2012 • Perfumania Holdings, Inc. • Retail-miscellaneous retail • New York
You have advised us that your parent, Perfumania Holdings, Inc., a Florida corporation (the “Parent”), intends to enter into that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parlux Fragrances, Inc., a Delaware corporation (the “Company”), the Parent and PFI Merger Corp., a Delaware corporation and wholly-owned subsidiary of the Parent. Each of the undersigned (collectively, the “Trusts” and each individually, a “Trust”) is pleased to severally confirm that it commits to provide or cause to be provided debt financing to the Parent through you on the terms and subject to the conditions contained herein. Capitalized terms not defined herein have the meanings specified in the Merger Agreement.
