Common use of Commitment Provisions Clause in Contracts

Commitment Provisions. The Purchasers, pro rata in proportion to each Purchaser’s Commitment, shall cause the issuance of the LC so requested by the Company provided that: (a) The aggregate stated amount of the LC shall not exceed $5 million: (b) The expiry of the LC shall not be later than November 30, 2003; (c) The issuance date shall not be earlier than June 1, 2003; and (d) The Company shall execute such documentation to apply for and support the issuance of the LC as may be required by the issuer of the LC, which may be one of the Company’s senior lenders (the “LC Issuer).” (c) Section 7.4(b) of the Purchase Agreement is hereby amended by adding to the end of such subsection the following: “; provided that the issuance of such warrants will not result in the cancellation of the LC Notes.” (d) Schedule I of the Purchase Agreement is hereby amended and restated in its entirety as follows: Saks Incorporated 5,000 $ 5,000,000 Fxxx Xxxxx 4,000 $ 4,000,000 Kxxxx Xxxxxxxx Capital Advisors, L.P. 5,000 $ 5,000,000 Rxxxxxx Xxxxx 4,900 $ 4,900,000 Hxxxxxx Park Capital II, L.P. 5,000 $ 5,000,000 Woodacres LLC 3,100 $ 3,100,000 Lxx Xxxxxx, as trustee 2,000 $ 2,000,000 Cxxxxxx Xxxxxx 1,000 $ 1,000,000 ” (e) Schedule 2.3 of the Purchase Agreement is hereby amended and restated in its entirety as follows: The equity capitalization of FAO will be as follows on the Closing Date (without giving effect to the 1:15 reverse stock split): Series I Convertible Preferred Stock* 305,000,000 Series J Convertible Preferred Stock** 65,704,954 Warrants*** 1,650,000 Common Stock**** 39,835,968 Total: 412,190,924 * Assumes 30,000 shares of Series I Convertible Preferred Stock are issued under the Agreement at a conversion rate of $.10 per share. Also includes 500 shares of Series I Convertible Preferred Stock issued to KBB Retail Assets Corp. in compromise of its claims in the Bankruptcy Case Proceedings. ** Series J Convertible Preferred Stock ranks pari passu with the Series I and is issued in compromise of claims by Kxxxx Xxxxxxxx affiliates and Fxxx Xxxxx in connection with the Bankruptcy Case Proceedings. Assumes that Kxxxx Xxxxxxxx affiliates and Fxxx Xxxxx convert the $4 million in aggregate principal amount of convertible Equipment Notes they receive in compromise of their claims in the Bankruptcy Case Proceedings. *** Includes Common Stock issuable upon exercise of warrants held by Kxxxx Xxxxxxxx Affiliates and Fxxx Xxxxx. **** Includes Common Stock to be received by unsecured creditors in compromise of their claims in the Bankruptcy Case Proceedings, and existing Common Stock. Until the Closing Date, FAO will not issue additional equity not shown in this Schedule except pursuant to the Agreement.”

Commitment Provisions. The Purchasers, pro rata in proportion to each Purchaser’s Commitment, shall cause the issuance of the LC so requested by the Company provided that: (a) The aggregate stated amount of the LC shall not exceed $5 million: (b) The expiry of the LC shall not be later than November 30, 2003; (c) The issuance date shall not be earlier than June 1, 2003; and (d) The Company shall execute such documentation to apply for and support the issuance of the LC as may be required by the issuer of the LC, which may be one of the Company’s senior lenders (the “LC Issuer).” (c) Section 7.4(b) of the Purchase Agreement is hereby amended by adding to the end of such subsection the following: “; provided that the issuance of such warrants will not result in the cancellation of the LC Notes.” (d) Schedule I of the Purchase Agreement is hereby amended and restated in its entirety as follows: Saks Incorporated 5,000 $ 5,000,000 Fxxx Xxxx Xxxxx 4,000 $ 4,000,000 Kxxxx Xxxxx Xxxxxxxx Capital Advisors, L.P. 5,000 $ 5,000,000 Rxxxxxx Xxxxxxx Xxxxx 4,900 $ 4,900,000 Hxxxxxx Xxxxxxx Park Capital II, L.P. 5,000 $ 5,000,000 Woodacres LLC 3,100 $ 3,100,000 Lxx Xxx Xxxxxx, as trustee 2,000 $ 2,000,000 Cxxxxxx Xxxxxxx Xxxxxx 1,000 $ 1,000,000 ” (e) Schedule 2.3 of the Purchase Agreement is hereby amended and restated in its entirety as follows: The equity capitalization of FAO will be as follows on the Closing Date (without giving effect to the 1:15 reverse stock split): Series I Convertible Preferred Stock* 305,000,000 Series J Convertible Preferred Stock** 65,704,954 Warrants*** 1,650,000 Common Stock**** 39,835,968 Total: 412,190,924 * Assumes 30,000 shares of Series I Convertible Preferred Stock are issued under the Agreement at a conversion rate of $.10 per share. Also includes 500 shares of Series I Convertible Preferred Stock issued to KBB Retail Assets Corp. in compromise of its claims in the Bankruptcy Case Proceedings. ** Series J Convertible Preferred Stock ranks pari passu with the Series I and is issued in compromise of claims by Kxxxx Xxxxx Xxxxxxxx affiliates and Fxxx Xxxx Xxxxx in connection with the Bankruptcy Case Proceedings. Assumes that Kxxxx Xxxxx Xxxxxxxx affiliates and Fxxx Xxxx Xxxxx convert the $4 million in aggregate principal amount of convertible Equipment Notes they receive in compromise of their claims in the Bankruptcy Case Proceedings. *** Includes Common Stock issuable upon exercise of warrants held by Kxxxx Xxxxx Xxxxxxxx Affiliates and Fxxx Xxxx Xxxxx. **** Includes Common Stock to be received by unsecured creditors in compromise of their claims in the Bankruptcy Case Proceedings, and existing Common Stock. Until the Closing Date, FAO will not issue additional equity not shown in this Schedule except pursuant to the Agreement.”