ContractTerm Note • September 11th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
For value received, the undersigned (hereinafter, the “Borrower”) hereby promises to pay in lawful money of the United States of America in immediately available funds to the order of Mill Road Capital, L.P., a Delaware limited partnership with a principal place of business at Two Sound View Drive, Greenwich, CT 06830 (hereinafter, the “Lender”), at the address of the Lender or at such other address as the holder hereof may designate, the aggregate principal sum of Four Million Two Hundred Thousand ($4,200,000.00) DOLLARS or, if less, the aggregate unpaid principal amount of all advances made by the Lender to the Borrower, together with all interest accruing thereon, pursuant to the Term Loan established pursuant to the terms and conditions of a certain Term Loan Agreement of even date herewith (as from time to time amended, restated, supplemented or otherwise modified, the “Loan Agreement”) by and among the Borrower and the Lender. This note (the “Note”) is issued pursuant to the Loan
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 11th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 4, 2009, is entered into among (1) PHYSICIANS FORMULA, INC., a New York corporation (the “Borrower”), (2) the several banks and other lenders from time to time parties to this Amendment (the “Lenders”) and (3) UNION BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Agent”).
PLEDGE AGREEMENTPledge Agreement • September 11th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Pledge Agreement (this “Agreement”), dated as of September 4, 2009, is made by PHYSICIANS FORMULA HOLDINGS, INC., a Delaware corporation (the “Pledgor”), in favor of MILL ROAD CAPITAL, L.P., a Delaware limited partnership having its principal place of business at Two Sound View Drive, Greenwich, CT 06830 (the “Lender”).
PLEDGOR GUARANTEEPledgor Guarantee • September 11th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS PLEDGOR GUARANTEE (the “Pledgor Guarantee”) is executed as of September 4, 2009 by PHYSICIANS FORMULA HOLDINGS, INC., a Delaware corporation (the “Guarantor”), for the benefit of MILL ROAD CAPITAL, L.P. (the “Lender”).
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • September 11th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California
This INTERCREDITOR AND SUBORDINATION AGREEMENT (“Agreement”), dated as of September 4, 2009, is made by (1) MILL ROAD CAPITAL, L.P., a Delaware limited liability company (the “Subordinated Creditor”), (2) PHYSICIANS FORMULA, INC., a New York corporation (the “Borrower”) and (3) UNION BANK, N.A., as administrative agent (the “Agent”) for the Lenders (as defined in the Credit Agreement referred to below, the “Lenders”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 11th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This SUBSIDIARY GUARANTEE (“Guarantee”), dated as of September 4, 2009 is made by each entity listed on the signature pages hereof and by each entity which becomes a party hereto by execution of the Joinder referred to in Section 10 (each a “Guarantor” and collectively, the “Guarantors”), whose obligations hereunder are joint and several, in favor of MILL ROAD CAPITAL, L.P. (the “Lender”).
TERM LOAN AGREEMENT Dated as of September 4, 2009 between PHYSICIANS FORMULA, INC. andTerm Loan Agreement • September 11th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations
THIS LOAN AGREEMENT, THE OTHER LOAN DOCUMENTS (AS DEFINED BELOW), THE TERM LOAN (AS DEFINED BELOW) AND ALL OTHER OBLIGATIONS (AS DEFINED BELOW), AND THE LIENS CREATED BY THE LOAN DOCUMENTS ARE SUBJECT TO THAT CERTAIN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF EVEN DATE HEREWITH AMONG PHYSICIANS FORMULA, INC., MILL ROAD CAPITAL, L.P., UNION BANK, N.A. AND THE OTHER PARTIES REFERRED TO THEREIN, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF.
SECURITY AGREEMENTSecurity Agreement • September 11th, 2009 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This SECURITY AGREEMENT (this “Agreement”) is dated as of September 4, 2009, and made by PHYSICIANS FORMULA, INC., a New York corporation (the “Borrower”) and each other entity listed on the signature pages hereof (with the Borrower, each a “Grantor” and collectively, the “Grantors”), whose obligations are joint and several, in favor of MILL ROAD CAPITAL, L.P. (the “Lender”).
