MODIFIED OR AMENDED ACCORDINGLY TO REFLECT THE
TERMS AND CONDITIONS OF THE LOAN AGREEMENT AS MODIFIED OR AMENDED HEREBY.
22.
RATIFICATION. EACH BORROWER HEREBY RESTATES, RATIFIES AND REAFFIRMS EACH
AND EVERY TERM AND CONDITION SET FORTH IN THE LOAN AGREEMENT, AS AMENDED HEREBY,
AND THE FINANCING AGREEMENTS EFFECTIVE AS OF THE DATE HEREOF.
23.
INTEGRATION. THIS AMENDMENT, TOGETHER WITH THE OTHER FINANCING AGREEMENTS,
INCORPORATES ALL NEGOTIATIONS OF THE PARTIES HERETO WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND IS THE FINAL EXPRESSION AND AGREEMENT OF THE PARTIES HERETO
WITH RESPECT TO THE SUBJECT MATTER HEREOF.
16
24.
SEVERABILITY. IN CASE ANY PROVISION IN THIS AMENDMENT SHALL BE INVALID,
ILLEGAL OR UNENFORCEABLE, SUCH PROVISION SHALL BE SEVERABLE FROM THE REMAINDER
OF THIS AMENDMENT AND THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
25.
BINDING EFFECT. THIS AMENDMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF EACH OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
26.
HEADINGS. THE HEADINGS LISTED HEREIN ARE FOR CONVENIENCE ONLY AND DO NOT
CONSTITUTE MATTERS TO BE CONSTRUED IN INTERPRETING THIS AMENDMENT.
27.
FURTHER ASSURANCES. THE PARTIES HERETO SHALL EXECUTE AND DELIVER SUCH
ADDITIONAL DOCUMENTS AND TAKE SUCH ADDITIONAL ACTION AS MAY BE REASONABLY
NECESSARY OR DESIRABLE TO EFFECTUATE THE PROVISIONS AND PURPOSES OF THIS
AMENDMENT.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
17
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AMENDMENT TO BE EXECUTED
ON THE DAY AND YEAR FIRST WRITTEN.
LERNER NEW YORK, INC.
By:
/s/ Ronald W. Ristau
Title:
COO, CFO & Secretary
LERNCO, INC.
By:
/s/ Ronald W. Ristau
Title:
President
[SIGNATURES CONTINUED ON NEXT PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
AGREED AND ACCEPTED:
WACHOVIA BANK, NATIONAL
ASSOCIATION, successor by merger to
Congress Financial Corporation, as Agent
and as a Lender
By:
/s/ John Williammee, Jr.
Title:
Vice President
THE CIT GROUP/BUSINESS CREDIT,
INC., as Documentation Agent and as a
Lender
By:
/s/ Manuel Borges
Title:
Vice President
LASALLE RETAIL FINANCE, a division
of LaSalle Business Credit, Inc., as agent
for Standard Federal Bank, National
Association, as a Lender
By:
/s/ Mark Twomey
Title:
Assistant Vice President
EXHIBIT A
TO
FOURTH AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Commitments
Lender
Revolving Loan
Commitment
Term Loan
Commitment
Total
Commitment
Wachovia Bank, National Association
$
37,500,000
$
37,500,000
$
75,000,000
The CIT Group/Business Credit, Inc.
$
30,000,000
$
0
$
30,000,000
LaSalle Retail Finance, a division of LaSalle Business Credit, Inc., as agent
for Standard Federal Bank, National Association
$
22,500,000
$
0
$
22,500,000
Total Commitments:
$
90,000,000
$
37,500,000
$
127,500,000
EXHIBIT B
TO
FOURTH AMENDMENT
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Payees
Ableco Finance LLC
Azure Funding
Bernard National Loan Investors, Ltd
Fortress Credit Opportunities I LP
Oak Hill Credit Partners I, Limited
Oak Hill Credit Partners II, Limited
Oak Hill Credit Partners II, Limited
EXHIBIT C
TO
FOURTH AMENDMENT
TO
AMENDED AND RESTATED LOAN AND