B.
AFTER GIVING EFFECT TO THIS AMENDMENT,
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING ON THE DATE
HEREOF, NOR SHALL RESULT FROM THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED
HEREIN;
4.
EFFECTIVE DATE.
UPON SATISFACTION OF
THE CONDITIONS PRECEDENT SET FORTH IN PARAGRAPH 3 HEREOF THE AMENDMENTS TO THE
LOAN AGREEMENT SET FORTH HEREIN SHALL BE EFFECTIVE AS OF JUNE 28, 2007.
5.
AMENDMENT TO ARTICLE 2 OF THE LOAN
AGREEMENT.
ARTICLE 2 OF THE LOAN AGREEMENT IS HEREBY AMENDED AS FOLLOWS:
A.
SECTION 2.19 OF THE LOAN AGREEMENT IS
AMENDED BY DELETING THE PRICING GRID CONTAINED THEREIN IN ITS ENTIRETY, AND THE
FOLLOWING IS INSERTED IN ITS PLACE:
Level
Standby Fee
Documentary Fee
Average Excess Availability
I
1.25
%
0.75
%
Greater than $20,000,000.00
II
1.50
%
1.00
%
Less than or equal to $20,000,000.00
6.
NO FURTHER MODIFICATION.
EXCEPT AS
EXPRESSLY MODIFIED IN THE MANNER SET FORTH ABOVE, THE LOAN AGREEMENT AND THE
OTHER LOAN DOCUMENTS SHALL REMAIN UNMODIFIED AND IN FULL FORCE AND EFFECT.
7.
NO CLAIMS; WAIVER.
THE BORROWER
ACKNOWLEDGES, CONFIRMS AND AGREES THAT AS OF THE DATE HEREOF THE BORROWER HAS NO
KNOWLEDGE OF ANY OFFSETS, DEFENSES, CLAIMS OR COUNTERCLAIMS AGAINST THE AGENT OR
ANY REVOLVING CREDIT LENDER WITH RESPECT TO, UNDER OR RELATING TO THE LOANS, THE
LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED THEREIN, AND, TO THE EXTENT
THAT THE BORROWER HAS OR HAS EVER HAD ANY SUCH OFFSETS, DEFENSES, CLAIMS OR
COUNTERCLAIMS ARISING ON OR BEFORE THE DATE HEREOF, THE BORROWER HEREBY
SPECIFICALLY WAIVES AND RELEASES ANY AND ALL RIGHTS TO SUCH OFFSETS, DEFENSES,
CLAIMS OR COUNTERCLAIMS.
8.
BINDING AGREEMENT.
THE TERMS AND
PROVISIONS HEREOF SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES
HERETO AND THEIR HEIRS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
9.
MULTIPLE COUNTERPARTS.
THIS AMENDMENT
MAY BE EXECUTED IN MULTIPLE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN
ORIGINAL AND TOGETHER WHICH SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
10.
GOVERNING LAW; SEALED INSTRUMENT.
THIS
AMENDMENT SHALL BE CONSTRUED, GOVERNED, AND ENFORCED PURSUANT TO THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS,
AND SHALL TAKE EFFECT AS A SEALED INSTRUMENT.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each
of the parties hereto as of the date first above written.
(the "Borrower")
HOOP RETAIL STORES, LLC
By:
Print Name:
Title:
("Agent")
WELLS FARGO RETAIL FINANCE, LLC
By:
Print Name:
Michele Ayou
Title:
Vice President
WELLS FARGO RETAIL FINANCE, LLC,
As Revolving Credit Lender
By:
Print Name:
Michele Ayou
Title:
Vice President
WACHOVIA CAPITAL FINANCE CORPORATION
(NEW ENGLAND), As Documentation Agent and as
Revolving Credit Lender
By:
Print Name:
Title:
LASALLE RETAIL FINANCE,
a Division of LaSalle Business Credit, LLC,
as Agent for Standard Federal Bank National Association,
As Co-Agent and as Revolving Credit Lender
By:
Print Name:
Title:
Third Amendment to Hoop
Loan and Security Agreement
S-1
JPMORGAN CHASE BANK, N.A.,
as Revolving Credit