FIRST AMENDMENT TO INTERCREDITOR AGREEMENT

FIRST AMENDMENT TO

INTERCREDITOR AGREEMENT

This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is entered into as of July 29, 2011, by and among XXXXX FARGO RETAIL FINANCE II, LLC, in its capacity as arranger and administrative agent for the Revolving Loan Secured Parties (as defined in the Agreement) (the “Revolving Loan Agent”) and HILCO BRANDS, LLC, in its capacity as agent for the Term Loan Secured Parties (as defined in the Agreement) (the “Term Loan Agent”).

RECITALS

A.           WHEREAS, the Revolving Loan Agent and the Term Loan Agent are parties to that certain Intercreditor Agreement, dated as of July 30, 2010 (as amended, restated, or otherwise modified from time to time, the “Agreement”);

B.           WHEREAS, the Term Loan Lenders and the Borrowers wish to amend the Term Loan Documents to, among other things, increase the principal amount of the Term Loan Debt by One Hundred Thousand and 00/100 Dollars ($100,000.00); and

C.           WHEREAS, the Revolving Loan Agent and the Term Loan Agent are willing to agree to such amendment and to amend the terms of the Agreement upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Revolving Loan Agent and the Term Loan Agent agree as follows:

1.           Definitions.  Unless otherwise defined herein, initial capitalized terms have the meanings given to them in the Agreement.

2.           Amendments to Agreement.  Upon the satisfaction of Section 3, the definition of “Maximum Priority Term Loan Debt” in Section 1.1 of the Agreement is hereby amended by deleting the “$7,000,000” in clause (a)(i) thereof and substituting “$7,100,000” in lieu thereof.

3.           Conditions to Effectiveness.  This Amendment shall become effective upon the Revolving Loan Agent’s receipt and satisfaction of that certain Financing Agreement and Note Modification Agreement, dated as of the date hereof, by and among the Borrowers, the Term Loan Agent and the Term Loan Lenders.

4.           Consent and Waiver.  Except as expressly stated herein, nothing herein shall be deemed to constitute a waiver of compliance with, or other modification of, any term or condition contained in the Agreement and nothing contained herein shall constitute a course of conduct or dealing among the parties hereto.  Except as expressly stated herein, the Revolving Loan Agent and the Revolving Loan Secured Parties reserve all rights, privileges and remedies under the Agreement.

5.           Counterparts.  This Amendment may be executed by the parties hereto in any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

6.           GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

7.           Severability.  Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Amendment.

 [Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Intercreditor Agreement to be duly executed by their respective duly authorized officers as of the date first written above.

	REVOLVING LOAN AGENT
	XXXXX FARGO RETAIL FINANCE II, LLC
	By:	/s/ Xxxxxx Xxxx
		Name:  Xxxxxx Xxxx
		Title:    Director

	TERM LOAN AGENT:
	HILCO BRANDS, LLC
	By:	/s/ Xxxx X. Xxxx
		Name:  Xxxx X. Xxxx
		Title:    Authorized Signatory

Each of the undersigned Borrowers and Guarantors hereby acknowledges and agrees that: (i) although it has signed this acknowledgement, it is not a party to the Intercreditor Agreement, and does not, and will not, receive any right, benefit, priority or interest under or because of the existence of the Intercreditor Agreement, (ii) it will execute and deliver such additional documents and take such additional action as may be necessary or desirable in the reasonable opinion of either of the Revolving Loan Agent or the Term Loan Agent to effectuate the provisions and purposes of the Intercreditor Agreement, and (iii) it will cause any party that becomes a Borrower or Guarantor under the Revolving Loan Documents or the Term Loan Documents to deliver a similar acknowledgment to this Agreement.

	BORROWERS:
	FREDERICK’S OF HOLLYWOOD GROUP INC.
	By:	/s/ Xxxxxx Xxxxx
		Name:  Xxxxxx Xxxxx
		Title:    Chief Financial Officer

	FOH HOLDINGS, INC.
	By:	/s/ Xxxxxx Xxxxx
		Name:  Xxxxxx Xxxxx
		Title:    Chief Financial Officer

	FREDERICK’S OF HOLLYWOOD, INC.
	By:	/s/ Xxxxxx Xxxxx
		Name:  Xxxxxx Xxxxx
		Title:    Chief Financial Officer

	FREDERICK’S OF HOLLYWOOD STORES, INC.
	By:	/s/ Xxxxxx Xxxxx
		Name:  Xxxxxx Xxxxx
		Title:    Chief Financial Officer

	HOLLYWOOD MAIL ORDER, LLC
	By: FOH Holdings, Inc., its Manager
	By:	/s/ Xxxxxx Xxxxx
		Name:  Xxxxxx Xxxxx
		Title:    Chief Financial Officer

	HOLLYWOOD MAIL ORDER, LLC
	By: FOH Holdings, Inc., its Manager
	By:	/s/ Xxxxxx Xxxxx
		Name:  Xxxxxx Xxxxx
		Title:    Chief Financial Officer

	GUARANTORS:
	XXXXXXXXXX.XXX, INC.
	By:	/s/ Xxxxxx Xxxxx
		Name:  Xxxxxx Xxxxx
		Title:    Chief Financial Officer