0001269871-10-000028 Sample Contracts

THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT
Senior Subordinated Note Purchase and Security Agreement • June 8th, 2010 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York

THIS THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT dated as of June 3, 2010 (the “Amendment”) amends the Senior Subordinated Note Purchase and Security Agreement dated as of November 6, 2009 (as the same may be amended from time to time, 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.

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