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EXHIBIT 10.4
FIRST AMENDMENT TO SECURITY AGREEMENT
Reference is made to a certain Security Agreement dated June 5, 1997
(the "Security Agreement") by and between DM Management Company, a Delaware
Corporation, (the "Debtor") and Citizens Bank of Massachusetts (the "Secured
Party").
In consideration of Secured Party extending additional credit to the
Debtor in the original principal amount of Four Million Three Hundred Thousand
Dollars ($4,300,000.00) and otherwise agreeing to amend the Loan Agreement dated
June 5, 1997 at the request of the Debtor, which the Secured Party is unwilling
to do unless, among other things paragraph 1(e) of the Security Agreement is
amended to confirm that it (i) secures payment and performance of the Loan
Agreement as amended, and (ii) payment and performance of the "Bridge Note" and
"Bridge Mortgage" as defined in the Loan Agreement, the Debtor and the Secured
Party hereby agree that the Security Agreement be and the same hereby is,
amended by deleting Paragraph 1 thereof and replacing it with the following:
The Debtor hereby grants to Secured Party, a security interest
in all of the Debtor's present and future right, title and
interest in and to the property described on Exhibit A (all of
which is hereinafter called the "Collateral") to secure (a) the
full payment of the sum of $8,500,000.00, or such lesser amount
which shall have been advanced, together with interest and other
charges, all as provided in a certain "Revolving Note" of the
Debtor to the order of the Secured Party dated June 5, 1997,
which note was amended and replaced by a certain "Replacement
Revolving Note" of even date herewith in the face amount of
$8,500,000.00, all as provided in a certain Loan Agreement dated
June 5, 1997 as amended and restated as of the date hereof (the
"Loan Agreement") together with all substitutions or
replacements therefor and all renewals or extensions thereof and
the full performance of all other obligations of the maker of
said note as provided therein; (b) the full payment of the sum
of $1,650,000.00, as provided in a certain "Real Estate Note"
(as defined in the Loan Agreement) of the Debtor to the order of
the Secured Party dated June 30, 1997, executed and delivered by
the Debtor to the Secured Party, pursuant to the Loan Agreement
in the face amount of $1,650,000.00, with interest and other
charges as provided therein, together with all substitutions and
replacements therefor and all renewals and extensions thereof
and the full performance of all other obligations of the maker
of said note as provided therein; (c) the full payment of the
sum of $3,600,000.00, with interest and other charges, all as
provided in a certain "Term Note" (as defined in the Loan
Agreement) of the Debtor to the order of the Secured Party dated
June 5, 1997, executed and delivered by the Debtor to the
Secured Party pursuant to the Loan Agreement, in the original
face amount of $3,600,000.00, together with all substitutions or
replacements therefor and all renewals or extensions thereof and
the full performance of all other obligations of the maker of
said note as provided therein; (d) the full payment of the sum
of $4,300,000.00, with interest and other charges, all as
provided in a certain
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"Bridge Note" (as defined in the Loan Agreement), of the Debtor
to the order of the Secured Party dated as of the date hereof,
executed and delivered by the Debtor to the Secured Party
pursuant to the Loan Agreement, in the original face amount of
$4,300,000.00, together with all substitutions and replacements
therefor and all renewals and extensions thereof and the full
performance of all other obligations of the maker of said note
as provided therein and under a certain "Bridge Mortgage" (as
defined in the Loan Agreement) dated as of the date hereof
executed and delivered in connection therewith; (e) the full
payment and performance by the Debtor of all indebtedness,
obligations and liabilities of the Debtor to the Secured Party
under the Loan Agreement, direct or indirect, absolute or
contingent, now existing or hereafter arising (including,
without limitation, all "Obligations", as defined in the Loan
Agreement) which Loan Agreement provides, among other things,
for the establishment of a "Revolving Loan" (as defined therein)
and for the issuance of Letters of Credit pursuant to "L/C
Applications" (as defined therein) therein pursuant to which
"Advances" (as defined therein) may be made from time to time,
and for repayment of all or a portion of the outstanding balance
of such Advances together with interest and other charges, all
in accordance therewith, and for the grant of "Loans" (as
defined therein) as provided therein; and (f) the full payment
and performance of all covenants and agreements herein contained
or referred to on the part of the Debtor to be kept and
performed (collectively hereafter referred to as "Obligations").
In all other respects, the Security Agreement shall remain in full force
and effect in accordance with its terms.
Executed as an instrument under seal as of the 31st day of October,
1997.
DM MANAGEMENT COMPANY
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxx
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Witness By: Xxxxx X. Xxxx
Corporate Controller
Agreed: Citizens Bank of Massachusetts
By: /s/ Xxxx X. Xxxxx, SVP
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Xxxx X. Xxxxx, Senior Vice President
