Note and Subordination Amendment Agreement



 Exhibit 4.2 
 NOTE AND SUBORDINATION AMENDMENT AGREEMENT 
 Agreement dated as of this 26th day of May, 2009 among Model
Reorg Acquisition LLC, a Delaware limited liability company (the “Company”), the noteholder listed on the signature page hereof (the “Noteholder”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Agent and
Collateral Agent for Lenders under the Credit Agreement (as defined below) (in such capacity and together with its successors and assigns, the “Senior Lender”). 
 WHEREAS, the Noteholder holds a Subordinated Promissory Note of the Company, dated as of August 8, 2008, in the original principal amount of
$35,000,000 (the “Subordinated Note”); 
 WHEREAS, the Company is a party to Credit Agreement, dated as of August 11, 2008,
with certain of its affiliates, General Electric Capital Corporation, for itself, as lender, and as agent, and the other lenders signatory thereto (as amended from time to time, the “Credit Agreement”); 
 WHEREAS, the Noteholder, the Company and the Senior Lender are parties to an Intercreditor and Subordination Agreement, dated as of August 11, 2008
(as amended from time to time, the “Subordination Agreement”); and 
 WHEREAS, the Company desires to obtain certain amendments to
the Credit Agreement and waivers of certain defaults thereunder pursuant to a Waiver and Amendment No. 1 to Credit Agreement to be entered into by the parties to the Credit Agreement (the “Waiver and Amendment”) and the Agent (as
defined in the Credit Agreement) and the Lenders are willing to execute and deliver the Waiver and Amendment if, among other matters, the Noteholder executes and delivers this Agreement; 
 NOW THEREFORE the Company and the Noteholder agree as follows: 
 1. Payments under Subordinated Note. Notwithstanding anything to the contrary contained in the Subordinated Note, no principal or interest shall be paid under the Subordinated Note prior to the Commitment
Termination Date (as defined in the Credit Agreement). 
 2. Amendments to Subordination Agreement. 
 (a) Section 2(b) of the Subordination Agreement shall be amended by deleting therefrom the provisos in subsection
(2)(A) thereof. 
 (b). Section 2(c) of the Subordination Agreement shall be amended in its entirety to read as
follows: 
 “(c) [Intentionally Deleted].” 







 (c) Section 3(c) of the Subordination Agreement shall be amended by deleting
therefrom the clause: “except payments permitted to be made at the time of payment as provided in paragraph 2(b), ”. 
 3.
Counterparts. This Agreement may be executed by one or more of the parties on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the
counterparts of this Agreement signed by all the parties shall be lodged with the Senior Lender. 
 4. Severability. Any provision of
this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 5. Section Headings. The section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 
 6. Successors and Assigns. This Agreement shall be binding upon the successors, heirs, administrators, executors and assigns of the Company and
the Noteholder and shall inure to the benefit of the Senior Lender and its successors and assigns. 
 7. GOVERNING LAW: CONSENT TO
JURISDICTION AND VENUE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS (AS DEFINED IN THE CREDIT AGREEMENT), IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
EACH OF THE COMPANY, THE NOTEHOLDER AND THE SENIOR LENDER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES AMONG THE COMPANY, THE
NOTEHOLDER AND THE SENIOR LENDER PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE SENIOR LOAN DOCUMENTS, PROVIDED, THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY
HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK AND, PROVIDED, FURTHER THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE SENIOR LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE SENIOR OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE SENIOR LENDER. EACH OF THE COMPANY AND THE NOTEHOLDER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE COMPANY AND THE NOTEHOLDER HEREBY WAIVES 

  

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ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. EACH OF THE COMPANY AND THE NOTEHOLDER
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINTS AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO IT AT THE
ADDRESS SET FORTH IN THE CREDIT AGREEMENT OR BENEATH ITS SIGNATURE LINE BELOW, AS THE CASE MAY BE, AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE COMPANY’S OR THE NOTEHOLDER’S ACTUAL RECEIPT THEREOF OR THREE
(3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID. 
 8. MUTUAL WAIVER OF JURY TRIAL. THE PARTIES HERETO WAIVE ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE PARTIES ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE SENIOR LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and
year first above written. 
  

			
	GENERAL ELECTRIC CAPITAL CORPORATION,
	as Senior Lender
		
	By:	 	 /s/ Kristina M. Miller

	Name:	 	 Kristina M. Miller

	Title:	 	 Duly Authorized Signatory



 [Signature Page – QKD Note and Subordination Amendment] 








			
	MODEL REORG ACQUISITION, LLC,
		
	By:	 	 /s/ Michael W. Katz

	Name:	 	 Michael W. Katz

	Title:	 	 President and C.E.O.

	
	NOTEHOLDER:
	
	QUALITY KING DISTRIBUTORS, INC.
		
	By:	 	 /s/ Glenn Nussdorf

	Name:	 	 Glenn Nussdorf

	Title:	 	 President



 [Signature Page – QKD Note and Subordination Amendment]