"'FOURTEENTH AMENDMENT' MEANS THAT CERTAIN FOURTEENTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT AND LIMITED CONSENT DATED AS OF APRIL 17, 2008 BY AND
AMONG LENDER AND BORROWERS."
SECTION 2.02.
AMENDMENT TO THE DEFINITION OF "RESERVES". THE DEFINITION
OF "RESERVES" AS SET FORTH IN ANNEX A TO THE AGREEMENT IS HEREBY AMENDED AND
RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
"'RESERVES' MEANS RESERVES THAT LIMIT THE AVAILABILITY OF CREDIT HEREUNDER,
CONSISTING OF RESERVES AGAINST AVAILABILITY, ELIGIBLE ACCOUNTS OR ELIGIBLE
INVENTORY, ESTABLISHED BY LENDER FROM TIME TO TIME IN LENDER'S REASONABLE CREDIT
JUDGMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE FOLLOWING
RESERVES SHALL BE DEEMED TO BE A REASONABLE EXERCISE OF LENDER'S CREDIT
JUDGMENT: (A) BANK PRODUCT RESERVES; (B) A RESERVE FOR ACCRUED, UNPAID INTEREST
ON THE OBLIGATIONS; (C) RESERVES FOR RENT AT LEASED LOCATIONS SUBJECT TO
STATUTORY OR CONTRACTUAL LANDLORD LIENS; (D) THE SLOW MOVING RESERVE; (E) THE
DILUTION ADJUSTMENT RESERVE; (F) WAREHOUSEMEN'S OR BAILEES' CHARGES; (G) THE
WORKING CAPITAL RESERVE; (H) THE AVAILABILITY RESERVE; (I) THE EBITDA RESERVE;
AND (J) THE BRAND SALES RESERVE."
SECTION 2.03.
AMENDMENT TO THE DEFINITION OF "MAXIMUM REVOLVER AMOUNT".
THE DEFINITION OF "MAXIMUM REVOLVER AMOUNT" AS SET FORTH IN ANNEX A TO THE
AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
"'MAXIMUM REVOLVER AMOUNT' MEANS $20,000,000."
SECTION 2.04.
AMENDMENT TO SECTION 1.1. SECTION 1.1 OF THE AGREEMENT IS
HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
"1.1
TOTAL FACILITY. SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT, THE LENDER AGREES TO MAKE AVAILABLE A TOTAL CREDIT FACILITY OF UP TO
$20,000,000 (THE 'TOTAL FACILITY') TO THE BORROWERS FROM TIME TO TIME DURING THE
TERM OF THIS AGREEMENT. THE TOTAL FACILITY SHALL BE COMPOSED OF A REVOLVING LINE
OF CREDIT CONSISTING OF REVOLVING LOANS AND LETTERS OF CREDIT DESCRIBED HEREIN."
ARTICLE III
LIMITED CONSENT
SECTION 3.01.
LIMITED CONSENTS. NOTWITHSTANDING ANYTHING CONTRARY IN
THE AGREEMENT OR ANY OTHER PROVISION SET FORTH IN THE LOAN DOCUMENTS, AND
SUBJECT TO THE TERMS, CONDITIONS, AND OTHER RESTRICTIONS SET FORTH HEREIN, THE
LENDER HEREBY CONSENTS TO THE BRAND SALES. THIS CONSENT IS LIMITED TO THE BRAND
SALES AND IS NOT A CONSENT TO ANY OTHER TRANSACTION, WHETHER OR NOT SIMILAR TO
THE FOREGOING. THE CONSENT TO EACH OF THE BRAND SALES IS CONDITIONED UPON
SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS PRECEDENT THERETO, AS WELL AS
THE CONDITIONS PRECEDENT SET FORTH IN ARTICLE IV BELOW:
2
(I)
WITH RESPECT TO THE WEAVER TRANSACTION,
(A)
THE BORROWERS SHALL HAVE DELIVERED TO THE LENDER AN EXECUTED
ORIGINAL COPY OF WEAVER ASSET PURCHASE AGREEMENT TOGETHER WITH TRUE AND CORRECT
COPIES OF ALL EXHIBITS AND SCHEDULES THERETO AND ALL AGREEMENTS EXECUTED OR
DELIVERED IN CONNECTION THEREWITH, ALL OF WHICH MUST BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE LENDER IN ITS SOLE DISCRETION;
(B)
THE BORROWERS SHALL HAVE DELIVERED TO THE LENDER AN UPDATED
BORROWING BASE CERTIFICATE REFLECTING THE CONSUMMATION OF THE WEAVER
TRANSACTION;
(C)
NO DEFAULT OR EVENT OF