THE
INDEBTEDNESS COVERED BY THIS AMENDMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN
FULL OF THE SENIOR INDEBTEDNESS (AS DEFINED IN THE REVOLVING INTERCREDITOR
AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN,
THE INTERCREDITOR AND SUBORDINATION AGREEMENT, DATED AS OF JANUARY 7, 2003
(AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE "REVOLVING INTERCREDITOR
AGREEMENT"), AMONG FOH HOLDINGS, INC., FREDERICK'S OF HOLLYWOOD, INC.,
AND THE SUBSIDIARIES OF FREDERICK'S OF HOLLYWOOD, INC. LISTED THEREIN, WELLS
FARGO RETAIL FINANCE, LLC, AS AGENT, MELLON HBV SPV LLC, AS AGENT, AND THE
SUBORDINATED CREDITORS LISTED THEREIN.




THE
INDEBTEDNESS COVERED BY THIS AMENDMENT IS SUBJECT TO THE INTERCREDITOR AND
SUBORDINATION AGREEMENT, DATED AS OF JANUARY 7, 2003 (AS AMENDED OR
OTHERWISE MODIFIED FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT"),
AMONG THE TRANCHE A/B LENDERS (AS DEFINED THEREIN), THE TRANCHE C LENDERS (AS
DEFINED THEREIN) AND MELLON HBV SPV LLC, AS AGENT AND COLLATERAL
AGENT.  BY ITS ACCEPTANCE OF THIS AMENDMENT, THE HOLDER HEREOF AGREES
TO BE BOUND BY THE PROVISIONS OF SUCH INTERCREDITOR AGREEMENT TO THE SAME EXTENT
THAT THE PARTIES (AS DEFINED THEREIN) ARE BOUND.




AMENDMENT
NO. 2 (the "Amendment"), effective as of November 23, 2005, to the Amended and
Restated Tranche A/B and Tranche C Term Loan Agreement, dated as of June 30,
2005 (the "Term Loan Agreement"), among Frederick's of Hollywood, Inc., a
California corporation (the "Borrower"), FOH Holdings, Inc., a Delaware
corporation ("Holdings"), the Subsidiaries of the Credit Parties listed in Annex I (each a
"Frederick's Subsidiary" and collectively, the "Frederick's Subsidiaries"), the
lending institutions listed in Annex II as
Tranche A/B lenders (each a "Tranche A/B Lender" and collectively, the "Tranche
A/B Lenders"), the lending institutions listed on Annex III as
Tranche C lenders (each a "Tranche C Lender" and collectively, the "Tranche C
Lenders"; the Tranche A/B Lenders and Tranche C Lenders each being a "Lender"
and collectively, the "Lenders") and Mellon HBV SPV LLC, as agent for the
Lenders (in such capacity, the "Agent") and as collateral agent for the
Lenders (in "Collateral
Agent").




The
parties to the Term Loan Agreement wish to make certain amendments to the Term
Loan Agreement, waive certain Events of Default that would otherwise arise under
Section 9.3 of the Term Loan Agreement and to consent to certain extensions of
time as set forth herein.




Accordingly,
each of the Credit Parties, the Agent and the Lenders agree as
follows:


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1.           Definitions .  Section
1.1 of the Term Loan Agreement is hereby amended to add the following
definitions:




"OCF"
means operating cash flow which is defined as Consolidated EBITDA minus
(i) Consolidated Capital Expenditures and (ii) Taxes actually
paid.




2.           Amendments.




(a)           Section
8.21.  Section 8.21 of the Term Loan Agreement is hereby
amended by deleting it in its entirety and by substituting therefor the
following:




"8.21.     Operating Cash
Flow.  Holdings will not permit the OCA of Holdings and its
Consolidated Subsidiaries for each calendar month, on a cumulative basis, ending
on the last day of each month to be less than amounts to be established by the
Agent in its Permitted Discretion on or before December 2, 2005 based upon a
business plan submitted by the Credit Parties and accepted by the Agent pursuant
to Section 7.1(b)(iii) on or before November 30, 2005.   The
agent shall establish the financial covenant through the end of fiscal year 2006
and thereafter shall reset the financial covenant based upon the Borrower's
business plan to be furnished the Agent pursuant to Section
7.1(b)(iii).   Notwithstanding the
foregoing, prior to the payment in full of the Senior Indebtedness (as
such term is defined in the revolving Credit Agreement, as amended or otherwise
modified from time to time), the financial covenant  shall be revised
to contain the same required OCF of Holdings and its Consolidated Subsidiaries
contained in the business plan accepted by the Revolving Credit Agent pursuant
to Section 7.01(b)(iii) of the Revolving Credit Agreement, as amended or
otherwise modified from time to time.  Section 8.21 shall incorporate
by reference as though expressly adopted by amendment to the Term Loan Agreement
any further modifications to the testing procedure set forth in Section 7.02(u)
to the Revolving Credit Agreement, as amended or otherwise modified from time to
time."




(b)           Section
8.22 of the Term Loan Agreement is hereby amended by deleting it in its entirety
and by substituting therefor the following:




"8.22      Class Action
Suit.  The Credit Parties shall not make any payment in
connection with any settlement, compromise, judgment, or other resolution on
account of the claims which are the subject matter of the Class Action Suit
unless each of the following conditions have been
satisfied:  (i) there does not exist an Event of Default
immediately prior to, or after giving effect to, such payment, (ii) the
Agent has accepted the business plan to be submitted by the Borrower on or
before January 15, 2006 pursuant to Section 7.1(b)(iii) of the Term Loan
Agreement and (iii) the aggregate of such payments do not exceed $955,000
at any time."




(c)           Audited Financial
Statements.   The time in which the Credit Parties have to
deliver its audited financial statements to the Agent pursuant to Section
7.1(b)(ii) for fiscal year ending 2005 shall be extended to December 16,
2005.




(d)           Financial
Reports/Statements.     Section 7.1(b)(iii) of
the Term Loan Agreement is hereby amended to add at the end thereof the
following:


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",
provided, that, notwithstanding the foregoing, on or before November 30, 2005
and on or before January 15, 2006, the Credit Parties shall furnish the Agent
with the Credit Parties' business plan, in each case, for the remainder of
fiscal year ending 2006, in form and substance (including as to scope and
underlying assumptions) satisfactory to the agent, in its Permitted
Discretion."




3.           Waiver of
Defaults.    Pursuant to the request of the Credit
Parties and in accordance with Section 11.11 of the Term Loan Agreement, the
Agent and the Required Lenders hereby consent to, and waive any Event of Default
that exists as of the date hereof.  The waivers in this Section 3
shall be effective only in this specific instance and for the specific purposes
set forth herein and do not allow for any other or further departure from the
terms and conditions of the Term Loan Agreement or any other Credit Document,
which terms and conditions shall remain in full force and effect. Without
limiting the generality of the foregoing, it is understood and agreed that
nothing in this Amendment shall be deemed a waiver of any other Event of Default
or Default hereafter arising.




4.           Conditions
to Effectiveness .  This
Amendment shall become effective only upon satisfaction in full, in a manner
satisfactory to the Agent, of the following conditions precedent (the first date
upon which all such conditions shall have been satisfied being herein called the
"Amendment Effective Date"):




(a)           Payment of Fees,
Etc.  The Credit Parties shall have paid all fees, costs,
expenses and taxes payable to the Agent and the Lenders on the Amendment
Effective Date by the Credit Parties pursuant to Section 11.2 of the Term Loan
Agreement and the Revolving Credit Agent shall have consented to the payment of
such fees, costs, expenses and taxes payable to the Agent and the
Lenders.




(b)           Representations and
Warranties; No Event of Default.  The representations and
warranties contained herein, in Article VI of the Term Loan Agreement and in
each other Credit Document, certificate or other writing delivered to the Agent
or a Lender pursuant hereto or pursuant to the Term Loan Agreement shall be true
and correct on and as of the Amendment Effective Date as though made on and as
of such date, and no Default or Event of Default shall have occurred and be
continuing on the Amendment Effective Date or would result from this Amendment
becoming effective in accordance with its terms.




(c)           Delivery of
Documents.  The Agent shall have received on or before the
Amendment Effective Date the following, each in form and substance satisfactory
to the Agent and, unless indicated otherwise, dated the Amendment Effective
Date:




(i)           a
copy of this Amendment, duly executed by each Credit Party;




(ii)          a
fully executed copies of the Ninth, Tenth and Eleventh Amendment to Financing
Agreement in the form attached hereto as ExhibitA, amending
the Revolving Credit Agreement.


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5.           Continued
Effectiveness of Term Loan Agreement .  Each
of the Credit Parties hereby (i) confirms and agrees that each Credit Document
to which it is a party is, and shall continue to be, in full force and effect
and is hereby ratified and confirmed in all respects except that on and after
the Amendment Effective Date (A) all references in the Term Loan Agreement to
"this Agreement", "hereto", "hereof", "hereunder" or words of like import
referring to the Term Loan Agreement shall mean the Term Loan Agreement as
amended by this Amendment, and (B) all references in any other Credit Document
to "the Term Loan Agreement", "thereto", "thereof', "thereunder" or words of
like import referring to the Term Loan Agreement shall mean the Term Loan
Agreement as amended by this Amendment, and (ii) confirms and agrees that to the
extent that any such Credit Document purports to assign or pledge to the Agent,
or to grant to the Agent a security interest in or lien on, any collateral as
security for the Obligations of the Credit Parties from time to time existing in
respect of the Term Loan Agreement and the Credit Documents, each such pledge,
assignment and grant of the security interest or lien is hereby ratified and
confirmed in all respects.. Except as expressly set forth herein, the
amendments, waivers and consents set forth herein shall not by implication or
otherwise limit, impair, constitute an amendment, waiver or consent of, or
otherwise affect the rights or remedies of the Lenders or the Agent under the
Term Loan Agreement or any other Credit Document, and shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Term Loan Agreement or any other Credit Document,
all of which are ratified and affirmed in all respects and shall continue in
full force and effect. Nothing herein shall be deemed to entitle any Credit
Party to a consent to, or a waiver, amendment, modification or other change of,
any of the terms, conditions, obligations, covenants or agreements contained in
the Term Loan Agreement or any other Credit Document in similar or different
circumstances. The amendment, waiver and consent herein shall apply and be
effective only with respect to the matters expressly covered thereby. This
Amendment, including the waivers and consents set forth herein, shall constitute
a Credit Document for all purposes of the Term Loan Agreement and the other
Credit Documents.




6.           Miscellaneous




(a)           This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which shall be deemed to be an
original, but all of which taken together shall constitute one and the same
agreement.




(b)           Section
and paragraph headings herein are included for convenience of reference only and
shall not constitute a part of this Amendment for any other
purpose.




(c)           THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS.




(d)           The
Credit Parties jointly and severally agree to pay on demand all fees, costs and
expenses of the Agent in connection with the preparation, execution and delivery
of this Amendment and the other related agreements, instruments and documents,
including, without limitation, the reasonable fees, disbursements and other
charges of Covington & Burling, counsel to the Agent.




[INTENTIONALLY
LEFT BLANK]


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IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Amendment to be duly executed and delivered as of the date first above
written.




FREDERICK'S
      OF HOLLYWOOD, INC.By:
                  /s/ Linda LoReName:
      Linda LoReTitle:  President
      and CEOFOH
      HOLDINGS, INC.By:
                  /s/ Linda LoReName:
      Linda LoReTitle:  President
      and CEOFREDERICK'S
      OF HOLLYWOOD STORES, INC.By:
                  /s/ Linda LoReName:
      Linda LoReTitle:  President
      and CEOHOLLYWOOD
      MAIL ORDER, LLCBy:
                  FOH
      Holdings, Inc. its ManagerBy:
                  /s/ Linda LoReName:  Linda
      LoReTitle:  President
      and CEOFREDERICKS.COM,
      INC.By:
                  /s/ Linda LoReName:
      Linda LoReTitle:  President
      and CEO


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MELLON
      HBV SPV LLC,as
      Agent and Collateral Agent and as a LenderBy:
              MELLON
      HBV ALTERNATIVESTRATEGIES
      LLC, in its capacity as Managing Member of Mellon HBV SPV
    LLCBy:
              /s/ Patrick BrennanName:  Patrick
      BrennanTitle:   
      Chief Administrative OfficerMELLON
      HBV MASTER REDISCOVERED OPPORTUNITIES FUND L.P.By:
              MELLON
      HBV COMPANY LTD.,Its
      General PartnerBy:
              /s/ Patrick BrennanName:  Patrick
      BrennanTitle:   
      Director


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