Amendment of ss. 5(b) of the Loan Agreement. Section 5(b) of the Loan Agreement is hereby restated to read in its entirety as follows:
Amendment of ss. 2a.4(b) of the Intercreditor Agreement. Section 2a.4(b) of the Intercreditor Agreement is hereby amended by:
(a) deleting the first sentence of subsection (ii) thereof in its entirety and substituting in lieu thereof the following text: "The Borrower shall deliver to GE Capital such copies of checks constituting Payment Amounts, Store Statements, Consignment Memos, statements regarding the sale of Specified Gold Jewelry and other inventory by eFinlay and other materials as may be needed in order for GE Capital to make the necessary calculations under clause (c) below."
Amendment of ss. 9 of the Loan Agreement. Section 9 of the Loan Agreement is hereby amended as follows:
(a) by amending Section 9.2(b) of the Loan Agreement by deleting the word "and" at the end of clause (x) thereof and inserting before the semi-colon at the end of clause (xi) thereof the following new clause (xii):
Amendment of ss. 8.1. Section 8.1 of the Consignment Agreement is hereby amended by:
(a) deleting the word "and" from the end of subsection (l) thereof;
(b) deleting clause (ii) of subsection (m) thereof in its entirety and substituting in lieu thereof the following text:
(ii) Finlay Merchandising to declare and distribute to the Consignee as a dividend, within thirty (30) days following the end of each fiscal quarter during which payments described in clause (i) of this subsection (m) or in clause (i) of subsection (n) are made to Finlay Merchandising, an amount equal to the sum (net of amounts (which amounts may be paid in cash) equal to the reasonable, ordinary course operating expenses of Finlay Merchandising for the then current fiscal month and immediately succeeding fiscal month, including, without limitation, payroll expenses for employees of Finlay Merchandising), of such payments under clause (i) of this subsection (m) plus such payments to Finlay Merchandising, under subsection (n)(i)".
(c) inserting, immediately after subsection (m) thereof and immediately before ss.8.2, the following new subsection (n) with the following text:
Amendment of ss. 8.2(d) of the Consignment Agreement. Section 8.2(d) of the Consignment Agreement is hereby amended by:
(a) deleting clause (i) thereof in its entirety and substituting in lieu thereof the text "[Reserved]";
(b) deleting the word "and" between clauses (1) and (2) of clause (ii)(C) thereof;
(c) inserting, immediately before the semicolon (";") at the end of clause (ii)(C) thereof, the following text: "and (3) the Consignee may declare or pay dividends to the Parent in an aggregate amount not to exceed $20,000,000 in order to enable the Parent to repurchase up to $20,000,000 of its own Equity Interests in open market transactions"; and
(d) deleting clause (H) thereof in its entirety and substituting in lieu thereof the following text:
Amendment of ss. 8.2(e)(iii) of the Consignment Agreement.
Amendment of ss. 9(d) to the Consignment Agreement. Section 9(d) of the Consignment Agreement is hereby amended by inserting, immediately after the text "Security Agreement" in each of the two places in which it appears, the text "or in ss.4 of the eFinlay Security Agreement". ss.7. Amendment of Schedule XI to the Consignment Agreement. Schedule XI to the Consignment Agreement is hereby amended by inserting, at the end thereof, the following items: "Transfer of inventory from the Consignee to eFinlay pursuant to purchase orders issued by eFinlay from time to time for a purchase price not less than the cost thereof to the Consignee." "Lease by the Consignee to eFinlay of approximately 6,000 square feet of space in the Consignee's Connecticut distribution center pursuant to and on the terms and conditions set forth in the eFinlay Lease Agreement."
Amendment of ss. 9 of the Loan Agreement. Section 9 of the Loan Agreement is hereby amended as follows:
(a) by restating the first paragraph of Section 9.1 of the Loan Agreement to read in its entirety as follows:
Amendment of ss. 15 of the Loan Agreement. Section 15 of the Loan Agreement is hereby amended as follows:
Amendment of ss. 1 of the Consignment Agreement. Section 1 of the Consignment Agreement is hereby amended by:
(a) amending the definition of "Consignment Limit" by deleting the text "100,000 fine troy ounces" and inserting in lieu thereof the text "005,000 fine troy ounces".
(b) amending the definition of "Consignmxxx Limit Report" to insert immediately after the text "(including, without limitation," and immediately before the text "information as to what portion", the following text: "deductions for any amounts consisting of Specified Gold Jewelry sold or transferred to eFinlay and".
(c) amending the definition of "Obligations" by deleting the text "the Consignee" and substituting in lieu thereof the text "any of the Consignee and its Subsidiaries".
(d) amending the definition of "Security Documents" by inserting, immediately after the text "the Security Agreement," and immediately before the text "the Cash Collateral Agreement", the text "the eFinlay Guaranty, the eFinlay Security Agreement,".
(e) inserting the following new definitions in the order required by alphabetical order: eFinlay. eFinlay, Inc., a Delaware corporation. eFinlay Contribution Agreement. The Contribution Agreement dated as of September 29, 2000 between the Consignee and eFinlay, as in effect on the Eleventh Amendment Effective Date.
