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Exhibit
10.01
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FOURTH
AMENDMENT TO
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SECOND
AMENDED AND RESTATED
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WELLS FARGO
RETAIL FINANCE
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LOAN AND
SECURITY AGREEMENT
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II,
LLC
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May 28, 2009
THIS FOURTH
AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (this “ Fourth Amendment ”) is made in
consideration of the mutual covenants contained herein and benefits
to be derived herefrom to the Second Amended and Restated Loan and
Security Agreement dated May 17, 2006 (as amended and in
effect, the “ Loan Agreement ”) among dELiA*s,
Inc., a Delaware corporation with its principal executive offices
at 50 West 23 rd Street, New York, New York
10010, for itself and as agent (in such capacity, the “
Lead Borrower ”) for the other Borrowers party thereto
(individually, a “ Borrower ” and, collectively
with the Lead Borrower, the “ Borrowers ”), and
the Borrowers, on the one hand, and Wells Fargo Retail Finance II,
LLC, a Delaware limited liability company with offices at One
Boston Place - 19th Floor, Boston, Massachusetts 02108 (the “
Lender ”), on the other hand.
Background:
The Borrowers and the Lender desire
to amend and modify certain terms and provisions of the Loan
Agreement.
NOW THEREFORE, in consideration of
the mutual promises and agreements herein contained, the parties
hereto hereby agree that subject to the satisfaction of the
conditions precedent set forth in Section 3 hereof, the Loan
Agreement is hereby amended as follows:
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1.
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Incorporation of Terms and Conditions of Loan
Agreement . All of the
terms and conditions of the Loan Agreement (including, without
limitation, all definitions set forth therein) are specifically
incorporated herein by reference. All capitalized terms not
otherwise defined herein shall have the same meaning as in the Loan
Agreement.
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2.
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Representations and Warranties
. Each of the Borrowers hereby
represents and warrants that (i) there is no Default or Event
of Default under the Loan Agreement or under any other Loan
Document, and (ii) except with respect to those
representations and warranties which relate solely to an earlier
date, all representations and warranties contained in the Loan
Agreement and the other Loan Documents are true and correct as of
the date hereof.
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3.
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Conditions
Precedent . It shall be a
condition to the effectiveness of this Fourth Amendment that the
following shall be satisfied to the satisfaction of the
Lender:
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a.
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The Lender
shall have received counterparts of this Fourth Amendment duly
executed by each
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