0001269871-11-000002 Sample Contracts

SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • March 3rd, 2011 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • California

THIS SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (the “Amendment”), dated as of February 28, 2011, is entered into by and among PHYSICIANS FORMULA, INC., a New York corporation (“Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division.

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FOURTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT
Purchase and Security Agreement • March 3rd, 2011 • Physicians Formula Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York

THIS FOURTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AND SECURITY AGREEMENT dated as of February 28, 2011 (the “Amendment”) amends the Senior Subordinated Note Purchase and Security Agreement dated as of November 6, 2009 (as amended, 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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