SECOND AMENDMENT TO LOAN AGREEMENT AND AMENDMENT TO FORBEARANCE AGREEMENT

EXHIBIT 10.1

SECOND AMENDMENT TO LOAN AGREEMENT AND
AMENDMENT TO FORBEARANCE AGREEMENT

THIS SECOND AMENDMENT TO LOAN AGREEMENT AND AMENDMENT TO FORBEARANCE AGREEMENT (this “ Agreement ”) is made and entered into as of October 29, 2009, by and among PARLUX FRAGRANCES, INC., a Delaware corporation (“ PFI ”), PARLUX LTD., a New York corporation (“ LTD ”; PFI and LTD, collectively, jointly and severally, the “ Borrower ”), and REGIONS BANK, an Alabama banking corporation (the “ Bank ”).

W I T N E S S E T H :

WHEREAS, the Borrower and the Bank have executed and delivered that certain Loan and Security Agreement dated as of July 22, 2008, as amended by that certain First Amendment and Ratification of Loan and Security Agreement and Other Loan Documents dated as of March 9, 2009 (as so amended, and as may be further amended, restated, supplemented, or otherwise modified from time to time, the “ Loan Agreement ”);

WHEREAS, the Borrower and the Bank have executed and delivered that certain Forbearance Agreement dated as of August 31, 2009 (as may be amended, restated, supplemented, or otherwise modified from time to time, the “ Forbearance Agreement ”); and

WHEREAS, the Borrower has requested that the Bank amend certain provisions of the Loan Agreement and the Forbearance Agreement as set forth herein, and the Bank has agreed to such amendments, subject to the terms and conditions hereof;

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the Borrower and the Bank hereby covenant and agree as follows:

SECTION 1.  

Definitions . Unless otherwise specifically defined herein, each term used herein (and in the recitals above) shall have the meaning assigned to such term in the Forbearance Agreement or the Loan Agreement, as applicable. Each reference to “hereof,” “hereunder,” “herein,” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Loan Agreement or the Forbearance Agreement shall from and after the date hereof refer to the Loan Agreement or the Forbearance Agreement as amended hereby, as the context may require.

SECTION 2.  

Amendments to Loan Agreement .

(a)  

Amendments to Section 1 .

(i)  

The definition of “Revolving Loan Commitment” in Section 1.1 of the Loan Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

1

“ Revolving Loan Commitment ” shall mean four million six hundred eighty thousand six hundred twelve dollars ($4,680,612.00); provided , however , such commitment shall be reduced (automatically and without notice to any Person) (a) on November 30, 2009, to three million six hundred eighty thousand six hundred twelve dollars ($3,680,612.00), (b) on December 31, 2009, to two million eighty thousand six hundred twelve dollars ($2,080,612.00), (c) on February 1, 2010, to one million eighty thousand six hundred twelve dollars ($1,080,612.00), and (d) on February 15, 2010, to zero dollars ($0.00).

(ii)  

The definition of “Revolving Loan Maturity Date” in Section 1.1 of the Loan Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

“ Revolving Loan Maturity Date ” shall mean February 15, 2010.

(b)  

Amendment to Section 2.1 . A new Section 2.1(d) is hereby added to the Loan Agreement so that it reads, in its entirety, as follows:

(d)

Other Revolving Loan Payments . In addition to all other amounts payable hereunder (including, without limitation, interest payments as required by Section 2.1(b)), Borrower shall pay to Bank the outstanding principal balance of the Revolving Loans in accordance with the table set forth below:

Borrower shall be required to make all payments required by the second sentence of Section 2.1(c)(i) immediately and without demand or notice at any time at which Borrowing Base Amount is determined by reference to clause (I) of the definition thereof; provided , however , anything set forth herein to the contrary notwithstanding, Borrower shall not be required to make any payment required by the second sentence of Section 2.1(c)(i) at any time at which Borrowing Base Amount is determined by reference to clause (II) of the definition thereof.

(c)  

Amendment to Section 5 . Section 5.5 of the Loan Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

5.5

Discretionary Disbursements .

The Bank, in its sole discretion, may at from time to time and without prior notice to the Borrower immediately disburse any or all proceeds of the Loans made or available to Borrower pursuant to this Agreement to pay any out-of-pocket fees, costs, expenses, or other amounts required to be paid by the Borrower hereunder or under any of the other Loan Documents. All monies so disbursed shall be a part of the Obligations, payable by the Borrower on demand from the Bank. Upon the Borrower’s

2

request, Bank shall provide copies of invoices and reasonable documentation supporting the computation of such amounts.

(d)  

Amendment to Section 8 . A new Section 8.25 is hereby added to the Loan Agreement so that it reads, in its entirety, as follows:

8.25

Cash Flow Forecasts . The Borrower agrees, without demand or request by the Bank, to deliver to the Bank by 12:00 pm noon, Ft. Lauderdale, Florida, time, on each Friday (or if a Friday is not a Business Day, the immediately following Business Day), commencing on October 30, 2009, and continuing thereafter, a written cash flow and borrowing base forecast for the Borrower for the 13-week period commencing on the immediately following Monday, which cash flow forecast shall be in such form and of such detail as is satisfactory to the Bank in its sole and absolute discretion.

(e)  

Amendments to Section 11 .

(i)  

Section 11.3 of the Loan Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

11.3

Nonperformance of Certain Covenants . Any failure to perform or default in the performance of any covenant or agreement contained in Sections 8.8, 8.10, 8.11, 8.12, 8.13, 8.14, 8.15, 8.16, 8.20, 8.21, 8.23, 8.24, 8.25, or Sections 9 or 10 of this Agreement.

(ii)  

Section 11.4 of the Loan Agreement is hereby amended and restated so that it reads, in its entirety, as follows:

11.4

Nonperformance Generally . Any failure to perform or default in the performance of any covenant, condition, or agreement contained in this Agreement (other than as set forth in Section 11.3) or in the other Loan Documents or any other agreement with the Bank and such failure continues for thirty (30) days after the earlier of the date on which the Bank notifies Borrower of such failure or Borrower becomes aware of such failure.

SECTION 3.  

Amendments to Forbearance Agreement .

(a)  

Amendment to Recital E . The reference in Recital E of the Forbearance Agreement to “Section 2.2(c) of the Loan and Security Agreement” is hereby amended and restated so that it reads “Sect