Exhibit 4.3
FOURTH AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This Fourth Amendment to Amended and Restated Loan and Security Agreement
(the "Amendment") is dated as of April __, 2003 and is by and among Whitehall
Retail Finance, a division of Whitehall Business Credit Corporation, formerly
known as IBJ Whitehall Business Credit Corporation, as agent for the benefit of
the Tranche A Lenders (in such capacity, the "Administrative Agent"), the
Tranche A Lenders, Whitehall Retail Finance, a division of Whitehall Business
Credit Corporation, formerly known as IBJ Whitehall Business Credit
Corporation, as Collateral Agent, and Odd Job Stores, Inc., formerly known as
Mazel Stores, Inc., Odd Job Trading Corp., Odd-Job Acquisition Corp., ZS
Peddlers Mart, Inc., and HIA Trading Associates (each a "Borrower" and
collectively, the "Borrowers"). The Administrative Agent, the Tranche A
Lenders, the Collateral Agent, and the Borrowers are parties to a certain
Amended and Restated Loan and Security Agreement dated as of February 11, 2002
(as amended, the "Loan Agreement"). Administrative Agent, Collateral Agent,
Majority Tranche A Lenders (as defined in the Agency Agreement), and Borrowers
desire to amend the Loan Agreement in accordance with the terms of this
Amendment.
NOW THEREFORE, the Administrative Agent, Collateral Agent, Majority
Tranche A Lenders (as defined in the Agency Agreement), and Borrowers agree as
follows:
1. Definitions. All capitalized terms used herein and not defined herein
shall have the same meaning ascribed to such terms in the Loan Agreement.
2. Amendments.
a) Deleted definitions. The definitions of "Eligible Prepaid Inventory",
"Eligible L/C Inventory", "In-Transit Inventory Cap", "Inventory Advance Rate"
and "Landed Inventory" in Article I of the Loan Agreement are hereby stricken
and deleted in their entirety.
b) Eligible Retail Inventory. The definition of "Eligible Retail
Inventory" in Article I of the Loan Agreement is hereby amended to strike and
delete the last sentence therefrom.
c) Retail Inventory Advance Rate. The following new definition of
"Eligible Retail Inventory Advance Rate" is hereby added to Article I of the
Loan Agreement in appropriate alphabetical order:
"RETAIL INVENTORY ADVANCE RATE": The following
percentage of Eligible Retail Inventory during the periods
of each calendar year indicated in the chart below:
PERIOD PERCENTAGE
December 15 - August 15 59%
August 16 - September 30 63%
October 1 - December 14 68%
3. Miscellaneous. This Amendment may be executed in any number of
counterparts, all of which constitute one and the same instrument. Except as
expressly provided herein, the Loan Agreement and the other Loan Documents
shall remain in full force and effect in accordance with their terms. This
Amendment embodies the entire agreement and understanding among the parties
relating to the subject matter hereof and supersedes all prior proposals,
negotiations, agreements and understandings related to such subject matter.
Executed under Massachusetts laws as an instrument under seal as of the date
first set forth above.
ODD JOB STORES, INC. ODD-JOB ACQUISITION CORP.
(formerly known as Mazel Stores, Inc.)
By:
---------------------------- By: ------------------------
Print Name: Print Name:
Title: Title:
ZS PEDDLER'S MART, INC. ODD JOB TRADING CORP.
By: By:
--------------------------- -------------------------
Print Name: Print Name:
Title: Title:
HIA TRADING ASSOCIATES
By:
-------------------------
Print Name:
Title:
- 2 -
WHITEHALL RETAIL FINANCE, a dvision of WHITEHALL BUSINESS CREDIT CORPORATION
(formerly known as IBJ WHITEHALL BUSINESS CREDIT CORPORATION),
as Administrative Agent, as Collateral Agent, and as a Tranche A Lender
By:
--------------------------------
Print Name:
Title:
- 3 -
CONGRESS FINANCIAL CORPORATION (NEW YORK), as a Tranche A Lender
By:
----------------------------------
Print Name:
Title:
- 4 -
AMSOUTH BANK, as a Tranche A Lender
By:
--------------------------------
Print Name:
Title:
- 5 -
