EXHIBIT 10.3



EXHIBIT 10.3


	 	 	
September 18, 2013

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
Elizabeth Arden, Inc.

2400 SW 145th Avenue

Miramar, Florida  33027

Attn:  Oscar Marina

	 
	
Re:      
	
Amended and Restated Security Agreement dated as of January 29, 2001 (as the same may be amended from time to time, the "Security Agreement") among Elizabeth Arden, Inc. (the "Borrower") and the other Grantors party thereto (together with the Borrower, each a "Grantor" and collectively, the "Grantors") in favor of Collateral Agent

	 
	
Ladies and Gentlemen:

	 
	
          Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to such terms in the Security Agreement.

	

	
          The Grantors and the Administrative Agent hereby agree that the defined term "Borrower Obligations" set forth in Section 1.1(b) of the Security Agreement is amended in its entirety to read as follows:

	

	 	
     "Borrower Obligations": the Obligations, including, without limitation, the unpaid principal of and interest on the Loans and obligations relating to any Swingline Loans and any Letters of Credit and all other obligations and liabilities of the Borrower or any Subsidiary (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity thereof and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to any Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, the other Loan Documents, any Swingline Loan, any Letter of Credit or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise.
	 
	

	
          The Security Agreement, as amended by this letter (this "Amendment Letter"), shall remain in full force and effect and is hereby ratified, approved and confirmed in all respects. This Amendment Letter does not constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation of, the indebtedness and other obligations of any Grantor evidenced by or arising under the Security Agreement or any other Loan Document.

	

	
          Each Grantor represents and warrants that the execution and delivery by such Grantor of this Amendment Letter has been duly authorized by proper organizational proceedings of such Grantor and that this Amendment Letter, and the Security Agreement, as amended by this Amendment Letter, constitutes the legal, valid and binding obligations of such Grantor enforceable against such Grantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.

	






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          This Amendment Letter shall become effective as of the date first above written (the "Effective Date") upon receipt by the Administrative Agent of counterparts of this Amendment Letter duly executed by each Grantor and the Required Banks.  From and after the Effective Date, each reference in the Security Agreement to "this Security Agreement", "hereof", or "hereunder" or words of like import, and all references to the Security Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Security Agreement, as amended by this Amendment Letter.

	

	
          THIS AMENDMENT LETTER EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS WHETHER WRITTEN OR ORAL RELATING TO THE SUBJECT MATTER HEREOF, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.

	

	
          This Amendment Letter shall be governed by and construed in accordance with the laws of the State of New York (other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction).  Without in any way limiting the preceding choice of law, the parties elect to be governed by New York law in accordance with, and are relying (at least in part) on, Section 5-1401 of the General Obligations Law of the State of New York.  This Amendment Letter may be executed in one or more counterparts and on telecopied or other electronically reproduced counterparts each of which shall be deemed an original but all of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page of this Amendment Letter by telecopy or other electronic communication shall be effective as delivery of a manually executed counterpart of this Amendment Letter.






	
Sincerely,

	 
	
JPMORGAN CHASE BANK, N.A., as the Administrative Agent and a Bank

	
	
	

	
By:
	 	
/s/ Christy West

	
	
	

	
Name:
	 	
Christy West, Authorized Officer

	 	 	 
	
Accepted and agreed to as of the date first written above:

	 	 	 
	
ELIZABETH ARDEN, INC., as Borrower

	
	
	

	
By:
	 	
/s/ Marcey Becker

	
	
	

	
	
	

	
	
	

	
FD MANAGEMENT, INC.

	
	
	

	
By:
	 	
/s/ Marcey Becker

	
	
	

	
Name:
	 	
Marcey W. Becker

	
Title:
	 	
Vice President

	 	 	 







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DF ENTERPRISE, INC.

	
	
	

	
By:
	 	
/s/ Marcey Becker

	
	
	

	
Name:
	 	
Marcey W. Becker

	
Title:
	 	
Vice President

	 	 	 
	 
	
ELIZABETH ARDEN INTERNATIONAL HOLDING, INC.

(formerly FFI International, Inc.)

	
	
	

	
By:
	 	
/s/ Marcey Becker

	
	
	

	
Name:
	 	
Marcey W. Becker

	
Title:
	 	
Vice President

	
	
	

	
	
	

	
RDEN MANAGEMENT, INC.

	
	
	

	
By:
	 	
/s/ Marcey Becker

	
	
	

	
Name:
	 	
Marcey W. Becker

	
Title:
	 	
Vice President

	
	
	

	

	
ELIZABETH ARDEN (FINANCING), INC.

	 	 	 
	
By:
	 	
/s/ Marcey Becker

	
	
	

	
Name:
	 	
Marcey W. Becker

	
Title:
	 	
Vice President

	
	
	

	
	
	

	
ELIZABETH ARDEN TRAVEL RETAIL, INC.

	
	
	

	
By:
	 	
/s/ Marcey Becker

	
	
	

	
Name:
	 	
Marcey W. Becker

	
Title:
	 	
Vice President

	
	
	

	

	
BANK OF AMERICA, N.A. (successor in interest by merger to Fleet National Bank), as Collateral Agent and a Bank

	
	
	

	
By:
	 	
/s/ Seth Tyminski

	
	
	

	
Name:
	 	
Seth Tyminski

	
Title:
	 	
Vice President

	 	 	 






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WELLS FARGO CAPITAL FINANCE, LLC (successor in interest to Wachovia Bank, National Association), as a Bank

	
	
	

	
By:
	 	
/s/ Mark Bradford

	
	
	

	
Name:
	 	
Mark Bradford

	
Title:
	 	
Senior Vice President

	
	
	

	
	
	

	
PNC BANK, NATIONAL ASSOCIATION (successor in interest to National City Business Credit, Inc.) , as a Bank

	
	
	

	
By:
	 	 
	
Name:
	 	 
	
Title:
	 	 
	
	
	

	
	
	

	
U.S. BANK NATIONAL ASSOCIATION, as a Bank

	
	
	

	
By:
	 	 
	
Name:
	 	 
	
Title:
	 	 
	
	
	

	
	
	

	
HSBC BANK USA, N.A., as a Bank

	
	
	

	
By:
	 	 
	
Name:
	 	 
	
Title:
	 	 
	
	
	

	
	
	

	
HSBC BANK Plc, as a Bank

	
	
	

	
By:
	 	 
	
Name:
	 	 
	
Title:
	 	 
	
	
	

	
	
	

	
HARRIS, N.A., as a Bank

	
	
	

	
By:
	 	
/s/ Kara Goodwin

	
	
	

	
Name:
	 	
Kara Goodwin

	
Title:
	 	
Director

	 	 	 






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