<PAGE>
EXHIBIT 10.26
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT
This First Amendment to Amended and Restated Loan and Security
Agreement (the "First Amendment") is made
as of this 22nd day of April, 2005 by
and among
Fleet Retail Group, Inc. f/k/a Fleet Retail Finance Inc. (the
"Lender"), a Delaware corporation with its
principal executive offices at 40
Broad Street, Boston, Massachusetts 02109,
and
Aeropostale, Inc., (the "Borrower"), a Delaware corporation with
its
principal executive offices at 112 West
34th Street, New York, New York 10120
in consideration of the mutual covenants
herein contained and benefits to be
derived here from.
W I T N E S S E T H:
WHEREAS, on October 7, 2003 the Lender and the Borrower entered
into a
certain Amended and Restated Loan and
Security Agreement (as amended and in
effect, the "Agreement"); and
WHEREAS,
the Lender and the Borrower desire to modify certain
provisions of the Agreement as set forth
herein.
NOW, THEREFORE, it is hereby agreed among the Lender and the
Borrower
as follows:
1.
Capitalized Terms. All
capitalized terms used herein and not otherwise
defined shall have the same meaning herein as in the Agreement.
2.
Amendments to Article 1. The provisions of Article 1 of the
Agreement
are hereby amended as follows:
(a) by
inserting the following new definitions in the appropriate
alphabetical order:
(i) "COMMITMENT
INCREASE" is defined in Section 2-2.
(ii) "COMMITMENT
INCREASE FEE" is defined in Section 2-12.
(iii) "FIRST AMENDMENT EFFECTIVE DATE" shall mean April 22,
2005.
(iv) "LENDER'S FEE" is
defined in Section 2-24.
(b) the
definition of "COMMITMENT" is hereby deleted in its
entirety,
and the following substituted in its stead:
"COMMITMENT": Subject
to the provisions of Sections 2-2 and
2-23 hereof, as of the First Amendment Effective Date, as
follows:
<TABLE>
<CAPTION>
LENDER
DOLLAR COMMITMENT
COMMITMENT
PERCENTAGE
<S>
<C>
<C>
Fleet Retail Group, Inc.
$50,000,000.00
100%
</TABLE>
<PAGE>
(c) The
definition of "EURODOLLAR MARGIN" is hereby deleted in its
entirety, and the following substituted in its stead:
""EURODOLLAR MARGIN": Shall mean the following percentages
based upon the following performance criteria:
<TABLE>
<CAPTION>
Level
Trailing Twelve Month EBITDA
Eurodollar Margin
<S>
<C>
<C>
I
Greater than or equal to $90,000,000
0.75%
II
Greater than or equal to $60,000,000
1.00%
and less than $90,000,000
III
Less than $60,000,000
1.25%
</TABLE>
The Eurodollar Margin shall be established at Level I, as of
the First Amendment Effective Date. Thereafter, the Eurodollar
Margin shall be adjusted quarterly after the Lender's receipt
and review of the financial statements required pursuant to
Section 5-7 and 5-8 hereof, such adjustment to take
retroactive effect as of the first day of each February, May,
August, and November, commencing May 1, 2005, based upon the
Borrower's trailing twelve month EBITDA calculated as of the
most recent quarter then ended. Upon the occurrence of an
Event of Default, at the option of the Lender, interest shall
be determined in the manner set forth in Section 2.10(f)."
(d) the
definition of "LOAN CEILING" is hereby deleted in its
entirety, and the following substituted in its stead:
""LOAN CEILING": $50,000,000.00, subject to the provisions of
Section 2-2."
(e) the
definition of "MATURITY DATE" is hereby deleted in its
entirety, and the following substituted in its stead:
""MATURITY DATE": April 22, 2010."
3. Amendment to Article 2.
The provisions of
Article 2 of the Agreement
are hereby amended as follows:
(a) Amendment
to Section 2-2. The provisions of Section 2-2 are
hereby deleted in their entirety, and the following
substituted in their stead:
"2-2.
Increase in Commitment
(a) The Borrower shall have the right at any
time, to request that the Lender increase the existing
Commitment by $5,000,000.00 increments, not exceeding in
the aggregate $25,000,000.00, provided, however, that after
giving effect to any and all such increases, the total
Commitment shall not exceed $75,000,000.00. Subject to the
satisfaction of the conditions set forth below, the Lender
shall increase its Commitment and the Loan Ceiling by the
amount so requested (any increase, singly, and in the
aggregate, the "Commitment Increase").
(b) Any Commitment Increase shall not become
effective unless and until each of the following conditions
have been satisfied:
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(i) As of the date of the Borrower's
request for any Commitment Increase and as of
the effective date of any Commitment Increase,
no Event of Default shall exist or shall
thereafter arise as a result of the Commitment
Increase;
(ii) The Borrower shall have paid such
reasonable fees and expenses actually incurred
by the Lender in connection with any Commitment
Increase, including, without limitation, the
Commitment Increase Fee, and reasonable
attorneys' fees and expenses;
(iii) The Borrower shall have delivered
to the Lender an opinion, in form previously
delivered to the Lender, from counsel to the
Borrower reasonably satisfactory to the Lender
and dated such date;
(iv) The Borrower shall have delivered
to Lender a blocked account agreement with
Citibank, N.A., or any subsequent financial
institution in which the Borrower's credit card
receipts are concentrated, in form and substance
reasonably satisfactory to Lender; and
(v) The Borrower shall have delivered
such other instruments, documents and agreements
as the Lender may reasonably have requested in
order to effectuate any Commitment Increase and
to ratify and confirm the security interests
granted to the Lender pursuant to the Loan
Documents.
The Lender shall promptly notify the Borrower as to
the effectiveness of each Commitment Increase, and at such
time (i) the Commitment and Loan Ceiling hereunder, and for
all purposes of, this Agreement shall be increased by the
amount of the Commitment Increase, (ii) the definitions of
Commitment and Loan Ceiling shall be deemed modified, without
further action, to reflect the Commitment Increase, and (iii)
this Agreement shall be deemed amended, without further
action, to the extent necessary to reflect the Commitment
Increase."
(b) Amendment
to Section 2-9(c). The
reference in Section 2-9(c)
to Section 7-5(b)(v) is hereby deleted and the following
section reference is inserted in lieu thereof:
"Section 7-5(c)"
(c) Amendment
to Section 2-12. The
provisions of Section 2-12 are
hereby deleted in their entirety, and the following
substituted in their stead:
"2-12. Commitment Increase Fee. As compensation for
the Lender to make a Commitment Increase pursuant to the
provisions of S
