Exhibit
10.21
GMAC COMMERCIAL FINANCE
LLC
1290 Avenue of the Americas
New York, New York 10104
as of February 1,
2007
PERFUMANIA, INC.
MAGNIFIQUE PARFUMES AND COSMETICS,
INC.
PERFUMANIA PUERTO RICO, INC.
TEN KESEF II, INC.
251 International Parkway
Sunrise, Florida 33325
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Re:
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Amendment to
Amended and Restated Revolving Credit
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and Security Agreement (this
“ Amendment ”)
Ladies and Gentlemen:
Reference is made to certain
financing arrangements by and among PERFUMANIA, INC., MAGNIFIQUE
PARFUMES AND COSMETICS, INC., PERFUMANIA PUERTO RICO, INC., and TEN
KESEF II, INC. (each individually, a “ Borrower
” and collectively, the “ Borrowers
”) and GMAC Commercial Finance LLC, as agent (in such
capacity, “ Agent ”) for certain institutional
lenders (collectively, “ Lenders ”)
pursuant to certain financing agreements with Borrowers, including,
but not limited to, the Amended and Restated Revolving Credit and
Security Agreement, dated as of May 12, 2004 (as amended by
the Letter re: Amendment to Revolving Credit and Security
Agreement, dated as of June 1, 2005, the Letter re: Amendment
to Revolving Credit and Security Agreement, dated as of
September 30, 2006, and as heretofore amended, supplemented or
otherwise modified, the “ Credit Agreement
”) entered into by and among Borrowers, Agent and Lenders.
Each capitalized term used herein and not otherwise defined shall
have the meaning ascribed to it in the Credit Agreement.
Borrowers have requested that Agent
and Lenders agree to amend certain provisions of the Credit
Agreement as hereinafter set forth and, as an accommodation to
Borrowers, Agent and Lenders have agreed to make such amendments,
subject to the terms and provisions set forth in this
Amendment.
In consideration of the foregoing
and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Section 6.5 of the Credit
Agreement (Fixed Charge Coverage Ratio) is amended and restated in
its entirety to read as follows:
“6.5 Fixed Charge Coverage
Ratio . Borrowers shall maintain, on a consolidated basis, as
at the end of each fiscal quarter (July
31, October 31, January 31 and April 30 in
any given year), a Fixed Charge Coverage Ratio not less than the
amounts set forth below for each computation period as set forth
below (for the purposes of calculating the Fixed Charge Coverage
Ratio, on a non-cumulative basis, for any given period and for only
that period, landlord/tenant allowances for such period may be
offset against the gross capital expenditures for such period so
long as (1) such landlord/tenant allowances are reflected in
the financial statements provided to Agent for such period and
(2) Borrowers have provided Agent with documentation
satisfactory to Agent setting forth such landlord/tenant
allowances):
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Fixed Charge Coverage
Ratio
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12 months
ending February 3, 2007
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1.1 :
1.0
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the 12
consecutive month period ending as of the end each fiscal quarter
commencing with the fiscal quarter ending April 30,
2007
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To be
determined based on 85% of the projections as set forth in
Borrower’s yearly business plan, delivered pursuant to
Section 9.12 hereof which shall be acceptable to Agent and Required
Lenders, in their sole discretion
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2. Section 7.6 of the Credit
Agreement (Capital Expenditures) is amended and resta