MORTGAGE NOTE MODIFICATION AGREEMENT



 




Exhibit 10.1.2




MORTGAGE NOTE MODIFICATION AGREEMENT AND DECLARATION
OF



NO SET-OFF



     
THIS AGREEMENT, made this 19th day of April, 2004, by and
between dELiA*s DISTRIBUTION COMPANY, a Delaware
corporation (the “Maker”) and MANUFACTURERS AND
TRADERS TRUST COMPANY, a New York banking corporation,
successor in interest to Allfirst Bank (the “Payee”)
to modify the Mortgage Note dated August 6, 1999 (the
“Note”), which was given in connection with that
certain Open-End Construction/ Permanent Loan Mortgage and
Security Agreement also dated August 6, 1999 (the
“Mortgage”) to secure payment of an original principal
indebtedness of Five Million Three Hundred Twenty Thousand
Dollars ($5,320,000.00), said Mortgage having been recorded in
York County Record Book 1373, Page 6314, as a lien on and
against the Mortgaged Property, as therein described and defined
(the “Mortgaged Property”)



W I T N E S S E T H:


     
WHEREAS, on August 6, 1999, Maker made, executed and
delivered to Payee a Mortgage Note in the principal amount of
Five Million Three Hundred Twenty Thousand Dollars
($5,320,000.00) (the “Note”), which Note, together
with the Modification Agreement made effective as of May 1,
2001, and the Extension to Modification Agreement dated
July 28, 2003, is incorporated herein by reference thereto
and made a part hereof; and


     
WHEREAS, Maker is indebted under the Note to Payee for monies
advanced to or on behalf of Maker by Payee under and subject to
the terms of the Note and related documents and
instruments; and


     
WHEREAS, the outstanding principal balance of the Note as of
April 19, 2004, is $2,891,916.76, together with interest
thereon accrued and accruing; and


     
WHEREAS, the parties hereto have agreed to change the interest
rate and certain repayment provisions and extend the maturity
date of the Note; and


     
WHEREAS, Maker has no defense, charge, defalcation,
counterclaim, plea, demand or set-off against the Note or any
document or instrument related thereto or associated therewith,
and acknowledges and agrees that said Mortgage is now and shall
remain as a valid first lien on and against the Mortgaged
Property; and


     
WHEREAS, the parties hereto desire to formalize their agreement
for this modification of the Note and Mortgage.


     
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending
to be legally bound hereby, the parties hereto covenant and
agree as follows:



		
	 	     
    1. That the introductory clauses set forth above are
    incorporated herein by reference and made a part hereof.
	 
	 	     
    2. That the Note be and hereby is amended effective
    September 30, 2003, to provide that interest will now
    accrue at a rate per annum which is at all times equal to the
    LIBOR Rate for a one-month period plus 225 basis points.
	 
	 	     
    3. That principal and interest shall continue to be due and
    payable in consecutive monthly installments on the sixth (6th)
    day of each month, which installments shall be increased or
    decreased to reflect any change(s) in the effective interest
    rate and shall be first applied to interest on the outstanding
    principal balance hereof and the balance to the payment of the
    outstanding principal balance hereof based on an agreed fifteen
    (15) year amortization until principal and interest are
    fully paid, except that the final installment, unless sooner
    paid, shall now be due and payable on or before
    September 30, 2008 (the “Maturity Date”).











 




		
	 	     
    4. That in consideration for the above modification to the
    Note and Mortgage, the Maker shall pay to the Payee a
    modification fee of $15,000, which shall be deemed to be
    immediately earned upon payment and shall be in addition to any
    and all other payments required under the Note and related
    documents and instruments.
	 
	 	     
    5. That the Note as amended is secured, among other things,
    by said Mortgage covering all that certain tract of land and
    improvements thereon situate partly in Penn Township and partly
    in the Borough of Hanover, York County, Pennsylvania.
	 
	 	     
    6. That it is understood and agreed by the parties hereto
    that this Agreement does not constitute the creation of a new
    debt or the extinguishment of the debt evidenced by the Note as
    amended and Mortgage, nor does it in anywise affect or impair
    the lien of the Mortgage, which the parties hereby acknowledge
    to be a valid and subsisting lien on the Mortgaged Property, or
    any additional and other security provided by Maker to Bank, and
    the lien of said Mortgage, as well as any such additional and
    other security, is agreed to have continued in force and effect
    from the date thereof, unaffected and unimpaired by this
    Agreement and the same shall so continue until fully satisfied.
	 
	 	     
    7. That in all other respects, the Note and Mortgage shall
    remain in full force and effect, and without limiting the
    generality of the foregoing; all warrants of attorney therein
    are ratified and confirmed and incorporated herein by reference.
	 
	 	     
    8. That any and all reference to the Mortgage Note dated
    August 6,1999, in writings of the same or subsequent date
    shall be deemed to be or to have been made and to refer to the
    Mortgage Note dated August 6, 1999, as amended and modified
    from time to time.




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IN WITNESS WHEREOF, this Modification Agreement has been duly
executed as of the day and year first above written.



	 	 	 
	
	
	
	


	
    

    

    ATTEST:
    	 	
    MAKER:

    

    dELiA*s DISTRIBUTION COMPANY
    
	 
	
    /s/ Walter B. Killough
    	 	
    By: /s/ Samuel A. Gradess
    
	
	 	

	 
	
    Title: Chief Operating Officer

    
By: /s/ Keith A. Mummert

    
Title: Vice President
    	 	
        Title: Treasurer

    
 PAYEE:

    

    MANUFACTURERS AND TRADERS TRUST COMPANY
    
	
	 	 





	 	 	 
	
    STATE OF NEW YORK

     COUNTY OF NEW YORK
    	 	ss:
    




     
On this, the 19th day of April, 2004, before me, the undersigned
officer, personally appeared Samuel A. Gradess, who acknowledged
(her)himself to be Treasurer of dELiA*s DISTRIBUTION COMPANY, a
Delaware corporation, and that (s)he, as such partner being
authorized so to do, executed the foregoing instrument for the
purposes therein contained by signing the name of the
corporation by (her)himself as such officer.


     
IN WITNESS WHEREOF, I hereunto set my hand and official seal.



		
	 	
    /s/ Edward D. Taffet
	 	
    

	 	
    Notary Public




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    COMMONWEALTH OF PENNSYLVANIA

     COUNTY OF YORK
    	 	ss:
    




     
On this, the 19th day of April, 2004, before me, the undersigned
officer, personally appeared Keith A. Mummert, who acknowledged
(her)himself to be Vice President of Manufacturers and Traders
Trust Company, successor in interest to Allfirst Bank, and that
(s)he, as such officer being authorized so to do, executed the
foregoing instrument for the purposes therein contained by
signing the name of the organization by (her)himself as such
officer.


     
IN WITNESS WHEREOF, I hereunto set my hand and official seal.



		
	 	
    /s/ Julie A. Sterner
	 	
    

	 	
    Notary Public




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