Exhibit 10.14


EXECUTION ORIGINAL


FOURTH MASTER AMENDMENT TO

SECOND AMENDED AND RESTATED REVOLVING

CREDIT AGREEMENT


THIS FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is
entered into as of November 30, 2005 by and between CACHÈ, INC., a Florida
corporation,  (“Borrower”) and BANK OF
AMERICA, N.A. (as successor to Fleet National Bank) (the “Bank”).


RECITALS


WHEREAS, the Borrower and the Bank are parties to a
Second Amended and Restated Revolving Credit Agreement dated as of August 26,
1996 (as amended by that certain Master Amendment to Revolving Credit Agreement
and Security Agreement dated July 19, 1999, a certain Second Master
Amendment to Revolving Credit Agreement and Security Agreement dated November 21,
2002, a certain Third Master Amendment to Second Amended and Restated Revolving
Credit Agreement dated May 20, 2004, and as the same may be further
amended, (the “Agreement”); and


WHEREAS, the Borrower and the Bank have agreed to
further amend the terms of the Agreement as set forth in this Amendment.


Now, therefore, in
consideration of Bank’s continued extension of credit and the agreements
contained herein, the parties agree as follows:


AGREEMENT


1)               ACKNOWLEDGMENT OF BALANCE. Borrower acknowledges that the
most recent statement of accounts sent to Borrower with respect to the Loans is
correct.


2)               MODIFICATIONS. The Agreement be and hereby is modified as
follows:


(A)      Section 1.1(b) of
the Agreement is hereby deleted and a new Section 1.1(b) is
substituted therefore to read as follows:


(b)         The
total principal amount of all outstanding Loans, together with the face amount
of all outstanding Letters of Credit, as hereinafter defined, shall not exceed
$17,500,000; provided, however, that for one consecutive thirty-day period each
fiscal year of the Borrower, there shall be no Loans outstanding.


(B)       Section 4.5(d) of
the Agreement is hereby deleted and a new Section 4.5(d) is
substituted therefore to read as follows:


(d)         At
the request of the Bank, the Borrower will deliver to the Bank, within 30 days
after the close of each calendar month, a statement setting forth in reasonable
detail the Borrower’s receivable, inventory, accounts payable, Indebtedness
payable to (or from) its officers and directors and its Indebtedness to banks
(including the Bank) or other financial institutions.


(C)       Section 4.15 of the
Agreement is hereby amended by deleting subsections (t) and (u) and replacing
the same with new subsections (t), (u) and (v) to read as follows:


(t)          The
Borrower shall not make capital expenditures in excess of $27,500,000 for the
fiscal year ending December 31, 2005.



 1
 








(u)         The
Borrower shall not make capital expenditures in excess of $30,000,000 for the
fiscal years ending December 31, 2006, 2007 and 2008.


(v)         The Bank
will determine compliance with the foregoing based on the financial information
which the Borrower is required to submit to the Bank.


(D)      The definition of “Applicable
Margin” as contained in Section 5.1 (Certain Defined Terms) is hereby
deleted and replaced in its entirety to read as follows:


“Applicable Margin” shall mean, with respect to Loans
which are (i) Prime Rate Loans, minus (-) .25%; (ii) LIBOR Loans,
1.50%, and (iii) COF Loans, 1.50%


(E)       The definition of “Commitment
Termination Date” as contained in Section 5.1 (Certain Defined Terms) of
the Agreement is hereby deleted and replaced in its entirely to read as
follows:


“Commitment Termination Date” shall mean November 30,
2008.


3)               ACKNOWLEDGMENTS. Borrower acknowledges and represent that:


(A)      the Agreement and the Loan
Documents, as amended hereby, are in full force and effect without any defense,
claim, counterclaim, right or claim of set-off;


(B)       after giving effect to this
Amendment, no Default or Event of Default under the Agreement or the Loan
Documents has occurred;


(C)       no default by the Lender in
the performance of its duties under the Agreement or the Loan Documents has
occurred;


(D)      all representations and
warranties contained herein and in the Agreement are true and correct as of
this date;


(E)       borrower has taken all
necessary action to authorize the execution and delivery of this Amendment; and


(F)        this Amendment is a
modification of an existing obligation and is not a novation.


4)               PRECONDITIONS. As a precondition to the effectiveness of any
of the modifications contained herein, the Borrower agrees to:


(A)      provide the Bank with a
resolution, in form and substance acceptable to the Lender, which approves the
transaction contemplated hereby;


(B)       provide the Bank with the
$17,500,000 Note dated of even date herewith; and


(C)       pay all fees and costs
incurred by the Bank in entering into this Amendment and the other documents
executed in connection herewith.


5)               MISCELLANEOUS. This Amendment shall be constructed in
accordance with and governed by the laws of the applicable state as originally
provided in the Agreement, without reference to that state’s conflicts of law
principles. This Amendment, the Agreement and the Loan Documents constitute the
sole agreement of the parties with respect to the subject matter thereof and
supersede all oral negotiations and prior writings with respect to the subject
matter thereof. No modifications of this Amendment, the Agreement, and no
waiver of any one or more of the provisions hereof shall be effective unless
set forth in writing and signed by the parties hereto. The illegality,
unenforceability or inconsistency of any provision of this Amendment shall not
in any way affect or impair the legality, enforceability or consistency of the
remaining provisions of this Amendment, the Agreement or the Loan Documents. This
Amendment and the Loan Documents are intended to be consistent. However, in the
event of any inconsistencies among this Amendment, the Agreement, and any of
the 



 2
 








Loan Documents, the terms
of this Amendment, then the Agreement, shall control. This Amendment may be
executed in any number of counterparts and by the different parties on separate
counterparts. Each such counterpart shall be deemed an original, but all such
counterparts shall together constitute one and the same agreement. Terms used
in this Amendment which are capitalized and not otherwise defined herein shall
have the meanings ascribed to such terms in the Agreement and the Loan
Documents.


6)               DEFINITIONS. The terms used herein and not otherwise defined
or modified herein shall have the meanings ascribed to them in the Agreement. The
terms used herein and not otherwise defined or modified herein or defined in
the Agreement shall have the meanings ascribed to them by the Uniform
Commercial Code as enacted in New Jersey.


IN
WITNESS WHEREOF, the undersigned have signed and sealed this
Amendment the day and year first above written.




	
  WITNESS:

  	
   

  	
  CACHE, INC

  
	
  /s/ Yam Ming Chen

  	
   

  	
  By:

  	
  /s/ Victor J. Coster

  
	
  Name:
  Yam Ming Chen

  	
   

  	
   

  	
  Name:

  	
  Victor J. Coster

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael A. Cerullo

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael A. Cerullo

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  






 



 3















EXECUTION ORIGINAL


NOTE


	
  $17,500,000

  	
   

  	
  November 30, 2005

  



 


FOR VALUE RECEIVED, the undersigned CACHÉ, INC., a
Florida corporation (the “Borrower”), hereby promises to pay to the order of
BANK OF AMERICA, N.A. (as successor to Fleet National Bank) (the “Bank”), on November 30,
2008, the lesser of (a) the principal sum of Seventeen Million Five
Hundred and 00/100 ($17,500,000.00) Dollars, or (ii) the aggregate unpaid
principal amount of all Loans, as such term is defined in the Second Amended
and Restated Revolving Credit Agreement, dated August 26, 1996, by and
between the Borrower and the Bank (as amended by the Master Amendment to
Revolving Credit Agreement and Security Agreement dated July 19,1999, by
the second Master Amendment to Revolving Credit Agreement and Security
Agreement dated November 21, 2002, by the Third Master Amendment to Second
Amended and Restated Revolving Credit Agreement dated May 20, 2004, and
further by the Fourth Master Amendment to the Second Amended and Restated
Revolving Credit Agreement dated as of the date hereof and as it may from time
to time be further amended, modified or supplemented, referred to as the
(Credit Agreement), then outstanding. The Borrower further promises to pay the
Bank interest on the unpaid principal amount hereof from the date hereof until
maturity at the rates annum set forth in or established pursuant to the Credit
Agreement and as calculated therein. Interest on this Note for each Prime Loan
Rate, LIBOR Loan or COF Loan, as the case may be, shall be payable prior to
maturity on the last day of the applicable Interest Period therefor. Interest
shall be payable on maturity of this Note, whether at stated maturity, by
acceleration or otherwise. In the event that any payment shall not be received
by Bank within ten (10) days of the due date, the undersigned shall, to
the extent permitted by law, pay Bank a late charge of five percent (5%) of the
overdue payment. Any such late charge assessed shall be immediately due and
payable. In no event shall any such payments of interest, charges or late fees
exceed the maximum amount permitted by law.


Anything herein to the contrary notwithstanding, the
obligation of the Borrower to make payments of interest shall be subject to the
limitation that payments of interest shall not be required to be made to the
Bank to the extent that the Bank’s receipt thereof would not be permissible
under the law or laws applicable to the Bank limiting rates of interest which
may be charged or collected by the Bank. Any such payments of interest which
are not made as a result of the limitation referred to in the proceeding
sentence shall be made by the Borrower to the Bank on the earliest interest
payment date or dates on which the receipt thereof would be permissible under
such laws applicable to the Bank interest shall not bear interest.


Payments of both principal and interest on this Note
are to be made at the office of the bank, at 750 Walnut Avenue Cranford, NJ
07016 or such other places as the Bank shall designate to the Borrower in
writing, in lawful money of the United States of America in immediately
available funds.


This Note is secured in the manner provided in the
Credit Agreement and the Security Documents, is subject to prepayment upon the
terms and conditions thereof and is entitled to the benefits thereof.


The Bank is hereby authorized by the Borrower to
record on the schedule annexed to this Note (or on a supplemental schedule
thereto) the amount of each Loan made by the Bank to the Borrower and the
amount of each payment or prepayment of principal of such notation shall not
affect the rights of the Bank or the obligations of the Borrower hereunder in
respect to this Note.


Upon the occurrence of any Event of Default, as
defined in the Credit Agreement, the principal amount of and accrued interest
on this Note may be declared due and payable in the manner and with the effect
provided in the Credit Agreement. The Borrower hereby agrees to pay the costs
of collection and reasonable attorneys’ fees and expenses in case default
occurs in the payment of this Note.



 4
 








This Note shall replace and supersede the Note made by
the Borrower to the order of the Bank dated May 20, 2004 (the “Prior Note”);
provided, however, that the execution and delivery of this Note shall not in
any circumstance be deemed to have terminated, extinguished or discharged the
Borrower’s indebtedness under such Prior Note, all of which indebtedness shall
continue under and be governed by this Note and the documents, instruments and
agreements executed pursuant hereto or in connection herewith. This Note is a
replacement, consolidation, amendment and restatement of the Prior Note and IS
NOT A NOVATION. The Borrower shall also pay and this Note shall also evidence
any and all unpaid interest in all Loans made by the Bank to the Borrower
pursuant to the Prior Note, and at the interest rate specified therein, for
which this Note has been issued as replacement therefor.


All terms used in this Note and not otherwise defined
herein shall have the same meanings that such terms have in the Credit
Agreement.


THIS NOTE IS BEING
DELIVERED IN AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW JERSEY WITHOUT REGARD TO THR PRINCIPLES OF CONFLICT OF LAWS.


	
  

  	
  CACHÉ, INC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ VICTOR J. COSTER

  
	
   

  	
   

  	
  Name:

  	
  Victor J. Coster

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  



 



 5















SCHEDULE TO NOTE


This
Note evidences the Loans made under the within described Credit Agreement, in
the principal amounts, of the types (Prime Rate or LIBOR Loans) and on the
dates set forth below, and, with respect to LIBOR Loans, for the interest
period set forth below, subject to the payments or prepayments of principal set
forth below:




	
  Date Made

  	
  Principal

  Amt. of

  Loans

  	
  Type of

  Loan

  	
  Interest

  Period

  	
  Principal

  Amt. Paid or Prepaid

  	
  Balance

  Outstanding

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 



 6