Exhibit 4.1
THIRD AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This Third Amendment to Amended and Restated Security Agreement (the
"Amendment")is dated as of November 25, 2002 and is by and among Whitehall
Retail Finance, 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,
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) Minimum Accounts Payable to Inventory Ratio. Paragraph (c)
(Minimum Accounts Payable to Inventory Ratio) of Exhibit 5.12 to the Loan
Agreement is hereby amended to delete the table therefrom, and to replace
it with the following:
Period Required
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February 2002 35%
March 2002 35%
April 2002 35%
May 2002 35%
June 2002 35%
July 2002 35%
August 2002 35%
September 2002 30%
October 2002 30%
November 2002 30%
December 2002 30%
January 2003 30%
b) Deemed Waiver. Exhibit 5.12 to the Loan Agreement is hereby
amended to add a new paragraph (d) to the end thereof, as follows:
"(d) Deemed Waiver. Any violation of the (a) the Minimum
Rolling EBITDA covenant; (b) the Maximum Capital Expenditures covenant; or
(c) Minimum Accounts Payable to Inventory Ratio covenant will be deemed waived
in the event that the Borrowers do not suffer or permit Availability, at any
time tested, to be less than Ten Million Dollars ($10,000,000) for the period
of sixty (60) consecutive days subsequent to the date on which the Borrowers
violate any such covenant."
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 know as Mazel Stores, Inc.)
By: By:
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Print Name: Print Name:
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Title: Title:
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ZS PEDDLER'S MART, INC. ODD JOB TRADING CORP.
By: By:
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Print Name: Print Name:
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Title: Title:
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HIA TRADING ASSOCIATES
By:
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Print Name:
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Title:
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WHITEHALL RETAIL FINANCE,
(formerly known as IBJ
WHITEHALL BUSINESS CREDIT
CORPORATION), as
Administrative Agent,
Collateral Agent, and
Tranche A Lender
By:
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Print Name:
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Title:
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CONGRESS FINANCIAL CORPORATION
(NEW YORK)
By:
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Print Name:
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Title:
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AMSOUTH BANK
By:
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Print Name:
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Title:
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