AMENDMENT TO CONSTRUCTION LOAN AGREEMENT



 




Exhibit 10.2.2



AMENDMENT TO CONSTRUCTION LOAN AGREEMENT


     
THIS AMENDMENT TO CONSTRUCTION LOAN AGREEMENT (the
“Amendment”), is made and entered into this 19th day
of April, 2004, by and between MANUFACTURERS AND TRADERS
TRUST COMPANY, a New York banking corporation, successor in
interest to Allfirst Bank (the “Bank”), and dELiA*s
DISTRIBUTION COMPANY, a Delaware corporation (the
“Borrower”), and with the joinder of dELiA*s
CORP. and ALLOY, INC., jointly and severally (the
“Guarantors”).



B A C K G R O U N D:


     
A.     Borrower and Bank entered into a
Construction Loan Agreement dated August 6, 1999 (the
“Loan Agreement”). The Agreement is incorporated
herein by reference and made a part hereof. All capitalized
terms used herein without definition which are defined in the
Agreement shall have the meanings set forth therein.


     
B.     Borrower and Bank have agreed to
amend the Loan Agreement.


     
C.     Borrower has no defense, charge,
defalcation, claim, plea, demand, set-off or counterclaim to or
against the Loin Agreement, the Loan Documents or any
document(s) or instrument(s) related thereto or associated
therewith.


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



		
	 	     
    1.     That the above Background is
    incorporated herein by reference.
	 
	 	     
    2.     That the Loan Agreement be and
    hereby is amended to provide that Guarantors will guaranty and
    become surety for the Loan. Notwithstanding, in the event that
    Alloy, Inc. no longer owns the majority of the voting power of
    the capital stock of dELiA*s Corp., and provided (i) no
    Event of Default has occurred and is continuing, and there is no
    condition or state of facts which but for the giving of notice
    or the running of any grace period would constitute an Event of
    Default, and (ii) the credit and capacity of Borrower and
    dELiA*s Corp. and the alternate surety, if any, are then
    sufficient under the Bank’s then loan underwriting
    standards for a loan of the amount, and collateral of the Loan,
    then the Bank will release Alloy, Inc. as a surety for the Loan.
	 
	 	     
    3.     That paragraph 3(q) of the
    Loan Agreement be and hereby is amended to provide that Alloy,
    Inc. and, from and after the date that Alloy, Inc. no longer
    owns a majority of the voting power of the capital stock of
    dELiA*s Corp. (i) dELiA*s Corp. (ii) the parent
    company of dELiA*s Corp. or (iii) the entity into which
    dELiA*s Corp. may be merged, shall achieve and maintain at all
    times during the term of the Loan a Funds Flow Coverage Ratio of
    1.2 to 1.0. “Funds Flow Coverage Ratio” shall mean net
    income plus depreciation plus interest divided by current
    maturities of long term debt plus interest.
	 
	 	     
    4.     That the Borrower reaffirms and
    restates the representations and warranties set forth in
    Section 2 of the Agreement, as amended by this Amendment,
    and all such representations and warranties shall be true and
    correct on the date hereof with the same force and effect as if
    made on such date, except as they may specifically refer to an
    earlier date(s). The Borrower represents and warrants (which
    representations and warranties shall survive the execution and
    delivery hereof) to the lender that (i) this Amendment has
    been duly authorized, executed and delivered and constitute a
    legal, valid and binding obligation of the Borrower, and is
    enforceable in accordance with its terms; (ii) the Borrower
    is not in default under the Agreement or any of the other Loan
    Documents, and the Borrower is in full compliance with all of
    the terms and conditions thereof; (iii) no event exists
    which with the passage of time, notice, or both, will constitute
    an Event of Default under the Agreement or any of the other Loan
    Documents; and (iv) there have been no material adverse
    changes in the Borrower’s finances or operations which




5






 


		
	 	
    would cause the Borrower to be in default under any of the
    financial covenants contained in the Agreement or any of the
    other Loan Documents.
	 
	 	     
    5.     That the terms and conditions,
    paragraph sections, collateral requirements, representations and
    warranties of the Agreement and Loan Documents, together
    with all understandings by and between the parties to this
    Amendment evidenced by writings of the same or subsequent date,
    not in conflict with the above modifications under this
    Amendment, shall remain in full force and effect and are hereby
    ratified, reaffirmed and confirmed.
	 
	 	     
    6.     That all references to the
    Agreement in the Loan Documents and the other documents and
    instruments delivered pursuant to or in connection therewith; as
    well as in writings of the same or subsequent date, shall mean
    the Agreement as amended hereby and as each may in the future be
    amended, restated, supplemented or modified from time to time.
	 
	 	     
    7.     That the parties hereto shall,
    at any time, and from time to time following the execution of
    this Amendment, execute and deliver all such further instruments
    and take all such further action as may be reasonably necessary
    or appropriate in order to carry out the provisions of this
    Amendment.




6






 



     
IN WITNESS WHEREOF, and intending to be legally bound hereby,
the parties have caused this Amendment to be executed as of the
day and year first above written.



	 	 	 
	 	 	
    MANUFACTURERS AND TRADERS TRUST COMPANY

    By: /s/ Keith A. Mummert

    ------------------------------------------

    Title:        Vice
    President

    
“Bank”
    
	 
	
	
	
	


	
    ATTEST:
    	 	
    dELiA*s DISTRIBUTION COMPANY
    
	 
	
    By: /s/ Walter B. Killough

    
Title:        Chief
    Operating Officer

    	 	
    By: /s/ Samuel A. Gradess

    ------------------------------------------

    Title:        Treasurer

    
“Borrower”
    
	 
	
	
	
	


	
    ATTEST:
    	 	
    dELiA*s CORP.
    
	 
	
    By: /s/ Walter B. Killough

    
Title:        Chief
    Operating Officer
    	 	
    By: /s/ Samuel A. Gradess

    ------------------------------------------

    Title:        Treasurer

    
	
	 	 
	 
	
    
    ATTEST:
    

    	 	
    ALLOY, Inc.
    
	 
	
    By: /s/ Samuel A. Gradess

    
Title:        Secretary

    	 	
    By: /s/ James K. Johnson, Jr.

    ------------------------------------------

    Title:        President

    
“Guarantors”
    




7