EXHIBIT 10.34
AMENDMENT NUMBER TWO AND
WAIVER
AMENDMENT NUMBER TWO AND WAIVER
dated as of May 12, 2005 (the “ Second Amendment
”) to the Loan and Security Agreement, dated as of April 18,
2003, by and between Shoe Pavilion Corporation (the “
Borrower ”) and Wells Fargo Retail Finance, LLC, a
Delaware limited liability company (in such capacity, the “
Lender ”), as amended by that Amendment Number One
dated as of September 24, 2004 (as further amended from time to
time, the “ Loan Agreement ”). All capitalized
terms not otherwise defined herein shall have the meanings ascribed
to them in the Loan Agreement.
The Borrower has requested that the
Lender waiver the Event of Default that exists pursuant to Section
8.2(b) of the Loan Agreement as a consequence of the
Borrower’s failure to furnish the Lender with Projections on
or before January 31, 2005 in accordance with Section 6.3(c) of the
Loan Agreement. The Lender is prepared to agree to the
Borrower’s request on the terms and conditions contained
herein.
In consideration of the foregoing
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the
undersigned hereby agree as follows:
1. Waiver . The Lender hereby
waives any Event of Default that exists pursuant to Section 8.2(b)
of the Loan Agreement as a consequence of the Borrower’s
failure to furnish the Lender with Projections on or before January
31, 2005 in accordance with Section 6.3(c) of the Loan Agreement,
and Lender hereby extends the time in which the Borrower shall have
to furnish the Lender with such Projections to May 23,
2005.
2. Amendment . Section 12 is
amended to reflect a change in the notice address of counsel to the
Lender by deleting the reference to “Paul, Hastings, Janofsky
& Walker LLP” and substituting therefor the
following:
“Brown Rudnick Berlack
Israels LLP
One Financial Place, 18
th
Floor
Boston, MA 02111
Attenti
