SECTION 8.2.5 OF THE LOAN AGREEMENT IS
HEREBY AMENDED BY RENUMBERING CLAUSE (IX) AS CLAUSE (X) AND INSERTING THE
FOLLOWING NEW CLAUSE (IX):
3
(ix)
Liens to secure Indebtedness permitted under
Section 8.2.3(ix) hereof, provided that the Person holding such Liens shall have
entered into an intercreditor and subordination agreement reasonably acceptable
to the Agent and, the Lenders; and
1.10
SECTION 8.2.8 OF THE LOAN AGREEMENT IS HEREBY
DELETED IN ITS ENTIRETY AND INSERTING THE FOLLOWING IN LIEU THEREOF:
8.2.8
[Intentionally Omitted]
1.11
SECTION 8.2.17 OF THE LOAN AGREEMENT IS HEREBY
AMENDED BY DELETING CLAUSE (V) THEREOF IN ITS ENTIRETY.
1.12
SECTION 12.8 OF THE LOAN AGREEMENT IS HEREBY
AMENDED BY DELETING THE NOTICE ADDRESS FOR THE AGENT AND INSERTING THE FOLLOWING
IN LIEU THEREOF:
If to the Agent:
Fleet Retail Group, Inc.
40 Broad Street
Boston, Massachusetts 02109
Attention: Mr. Keith Vercauteren
Facsimile No. (617) 434-4339
With a copy to:
Riemer & Braunstein LLP
Three Center Plaza
Boston, Massachusetts 02108
Attention:
David S. Berman, Esquire
Facsimile No. (617) 880-3456
1.13
APPENDIX A OF THE LOAN AGREEMENT IS HEREBY
AMENDED AS FOLLOWS:
(A)
BY AMENDING THE DEFINITION OF "AGENT" BY
DELETING THE WORDS "FLEET CAPITAL CORPORATION" AND SUBSTITUTING THE WORDS "FLEET
RETAIL GROUP, INC" IN THEIR STEAD.
(B)
BY AMENDING THE DEFINITION OF "APPLICABLE
MARGIN" BE DELETING THE TABLE SET FORTH THEREIN IN ITS ENTIRETY AND INSERTING
THE FOLLOWING IN LIEU THEREOF:
EBITDA and Fixed Charge Coverage
Ratio for the Prior Twelve Months
LIBOR Revolving Portion
Base Rate Revolving Portion
Tier I
EBITDA >$35,000,000 and a Fixed Charge Coverage Ratio >1.1:1.0 (If the Fixed
Charge Coverage Ratio is less than 1.1:1.0, the rates in Tier II shall apply
notwithstanding that EBITDA exceeds $35,000,000))
1.50
%
0.00
%
Tier II
EBITDA > $20,000,000 <= $35,000,000
(No applicable Fixed Charge Coverage Ratio)
1.75
%
0.25
%
Tier III
EBITDA > $12,000,000 <= $20,000,000 (No applicable Fixed Charge Coverage Ratio)
2.00
%
0.50
%
Tier IV
EBITDA <= $12,000,000 (No applicable Fixed Charge Coverage Ratio)
2.25
%
0.75
%
4
(C)
BY AMENDING THE DEFINITION OF "AVAILABILITY
RESERVES" TO ADD THE FOLLOWING AT THE END THEREOF:
IN NO EVENT SHALL THE AGENT ESTABLISH AN AVAILABILITY RESERVE UNDER CLAUSES (IV)
OR (V) OF THIS DEFINITION AS LONG AS THE LOAN PARTY'S COST STRUCTURE FOR IMPORT
LANDING COSTS AND LANDING COSTS IS CONSISTENT WITH ITS HISTORICAL PRACTICES.
(D)
BY DELETING THE DEFINITION OF "BORROWING
BASE" IN ITS ENTIRETY AND SUBSTITUTING THE FOLLOWING IN ITS STEAD:
"BORROWING BASE" - AS AT ANY DATE OF DETERMINATION THEREOF, THE RESULT OF THE
FOLLOWING:
(A) (1)
AT ALL TIMES THAT THE PROVISIONS OF CLAUSE (2) HEREOF DO NOT APPLY, THE
COST OF ELIGIBLE INVENTORY OF THE LEAD BORROWER AND THE CANADIAN AFFILIATE (NET
OF INVENTORY RESERVES) MULTIPLIED BY THE APPLICABLE INVENTORY ADVANCE RATE, NOT
TO EXCEED THE INVENTORY APPRAISAL CAP; OR (2) FOR THE PERIOD FROM THE DATE OF
AMENDMENT 5 THOUGH THE EARLIER OF DECEMBER 15, 2004 OR THE OCCURRENCE OF THE
SPECIAL CAPITAL EVENT, THE