manually executed
counterpart of this Amendment.
FIRST AMENDMENT TO CREDIT AGREEMENT (SECOND LIEN), Page 5
64226.001117 EMF_US 43696470v3
Section 4.10.Effect of Waiver. No consent or waiver, express or
implied, by the Bank to or for any breach of or deviation from any covenant,
condition or duty by the Borrower shall be deemed a consent or waiver to or of
any other breach of the same or any other covenant, condition or duty.
Section 4.11.Headings. The headings, captions, and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.
Section 4.12. ENTIRE AGREEMENT. THIS AMENDMENT EMBODIES THE FINAL,
ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS
AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY
NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO
ORAL AGREEMENTS AMONG THE PARTIES HERETO.
Executed as of the date first written above.
ELIZABETH ARDEN, INC.,
as the Borrower
By:
/s/Marcey Becker
Marcey Becker, Senior Vice President, Finance
&Corporate Development
JPMORGAN CHASE BANK, N.A.
(formerly
JPMorgan Chase Bank), as the Bank
By:
/s/ Christy L. West
Christ L. West, Authorized Officer
FIRST AMENDMENT TO CREDIT AGREEMENT (SECOND LIEN), Page 6
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