EXHIBIT 10.3


 





 


May 23, 2013


 


Frederick’s of Hollywood Group Inc.


and each of the other Borrowers referenced below


6255 Sunset Boulevard, 6th Floor


Hollywood, CA 9008


Attention: Thomas Rende


 


		Re:	Amendment to Fee Letter



 


Ladies and Gentlemen:


 


Reference is made to (i) that certain Credit
and Security Agreement, dated as of May 31, 2012, by and among Frederick’s of Hollywood Group Inc., a New York corporation
(“Group”), FOH Holdings, Inc., a Delaware corporation (“Parent”), Frederick’s of Hollywood,
Inc., a Delaware corporation (“Frederick’s”), Frederick’s of Hollywood Stores, Inc., a Nevada corporation
(“Stores”), and Hollywood Mail Order, LLC, a Nevada limited liability company (“Mail Order”
and together with Group, Parent, Frederick’s and Stores, each individually, a “Borrower”, and collectively,
the “Borrowers”), and Salus Capital Partners, LLC (the “Lender”) (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and (ii) that certain
fee letter, dated as of May 31, 2012 between the Borrowers and Lender (as the same may be amended, restated, supplemented or otherwise
modified from time to time the “Fee Letter”). Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Credit Agreement or Fee Letter, as applicable.


 


On the date hereof, the Borrowers and Lender
are entering into that certain Second Amendment to Credit and Security Agreement and in connection therewith, the Monitoring Fee
shall be increased from $4,500 per month to $12,500 per month.


 


Except as expressly amended hereby, all
terms and conditions of the Fee Letter shall remain unchanged and in full force and effect.


 


THIS AMENDMENT TO FEE LETTER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This Amendment to Fee Letter may be executed
in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement.
Delivery of an executed counterpart of a signature page of this Amendment to Fee Letter by electronic transmission shall be equally
effective as delivery of a manually executed counterpart of this Amendment to Fee Letter.


 


If the foregoing correctly sets forth our
understanding, please indicate your acceptance of the terms hereof by returning to us an executed counterpart hereof, whereupon
this Amendment to Fee Letter shall become a binding agreement between us.


 




    	 



    	 



    

 


	 	Very truly yours,
	 	 
	 	SALUS CAPITAL PARTNERS, LLC
	 	 	 
	 	By:	/s/ Kyle C. Shonak
	 	 	Name:  Kyle C. Shonak
	 	 	Title:  Senior Vice President


 


Acknowledged and Agreed:


 


	FREDERICK’S OF HOLLYWOOD GROUP INC.	 
	 	 
	By:  	/s/ Thomas Rende	 
	 	Name:  Thomas Rende	 
	 	Title:  Chief Financial Officer	 


 


	FOH HOLDINGS, INC.	 
	 	 
	By:	/s/ Thomas Rende	 
	 	Name:  Thomas Rende	 
	 	Title:  Chief Financial Officer	 


 


	FREDERICK’S OF HOLLYWOOD, INC.	 
	 	 
	By:	/s/ Thomas Rende	 
	 	Name:  Thomas Rende	 
	 	Title:  Chief Financial Officer	 


 


	FREDERICK’S OF HOLLYWOOD STORES, INC.	 
	 	 
	By:	/s/ Thomas Rende	 
	 	Name:  Thomas Rende	 
	 	Title:  Chief Financial Officer	 


 


	HOLLYWOOD MAIL ORDER, LLC	 
	 	 
	By:	/s/ Thomas Rende	 
	 	Name:  Thomas Rende	 
	 	Title:  Chief Financial Officer	 


 


[Signature Page to
Amendment to Fee Letter]