Exhibit 10.1
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Merrill
Lynch
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Private Client Group
Merrill Lynch Business
Financial Services Inc.
222 North LaSalle Street
17th Floor
Chicago, Illinois 60601
(312) 269-1358
FAX: (312) 499-3252
March 30, 2005
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Dreams Products, Inc.
2 South University Drive
Suite 325
Plantation, FL 33324
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Re:
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Amendment to
Loan Documents
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Ladies & Gentlemen:
This Letter Agreement will serve to confirm
certain agreements of Merrill Lynch Business Financial Services
Inc. (“MLBFS”), Dreams Products, Inc.
(“Customer”), Dreams, Inc. (“Dreams”), and
Dreams Franchise Corporation (“Franchise”) with respect
to: (i) that certain FORBEARANCE AGREEMENT dated as of
December 30, 2004 between MLBFS on the one hand, and Customer,
Dreams and Franchise (collectively, Customer, Dreams and Franchise,
the “Obligors” or the “Parties”) on the
other hand (including any amendments and extensions thereto), and
(ii) all other agreements between MLBFS and Obligors including
without limitation the Loan Documents. Capitalized terms used
herein and not defined herein shall have the meaning set forth in
the Forbearance Agreement, or if not defined in the Forbearance
Agreement, the Loan Documents. The terms of this Letter Agreement
supercede and replace in its entirety that certain Letter Agreement
dated as of March 11, 2005.
Subject to the last sentence of this Letter
Agreement, effective as of the date hereof, the Loan Documents are
hereby amended as follows:
(a) Section 4(d)(i) of the Forbearance Agreement
is hereby amended and restated in its entirety to read as
follows:
The term “Termination
Date” shall mean the first to occur of: (i) the last Business
Day of the seventeenth (17 th ) full calendar month following the
Closing Date, or (ii) May 15, 2005, or (iii) if earlier, the date
of termination of the WCMA Line of Credit pursuant to the terms of
this Forbearance Agreement.
(b) Section 4(e)(i) of the Forbearance Agreement
is hereby amended and restated in its entirety as
follows:
The term “Maximum WCMA Line of
Credit” shall mean, (i) as of the Effective Date (as
hereinafter defined) through and including the calendar day
immediately preceding the “Change Date” (as hereinafter
defined), $4,500,000.00 and (iii) effective the Change Date through
May 15, 2005, $3,500,000.00. For purposes hereof, the
