CONTINUING GUARANTY (Business Organization) PennsylvaniadELiAs, Inc. • December 9th, 2005 • Retail-catalog & mail-order houses • Pennsylvania
dELiA*s, INC. STOCK OPTION AGREEMENTExercise Agreement • December 9th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • Delaware
WELLS FARGO RETAIL FINANCE II, LLC One Boston Place, 19th Floor Boston, Massachusetts 02108Make Whole Agreement • December 9th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses
Reference is made to that certain Amended and Restated Loan and Security Agreement, dated as of October 14, 2004 (the “Loan Agreement”), by and among dELiA*s Assets Corp. (formerly known as dELiA*s Corp.), the other borrowers signatory thereto and Wells Fargo Retail Finance II, LLC (the “Lender”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Loan Agreement.
Letterhead of Olshan Grundman Frome Rosenzweig & Wolosky LLP] December 6, 2005Standby Agreement • December 9th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses
WELLS FARGO RETAIL FINANCE II, LLC One Boston Place, 19th Floor Boston, Massachusetts 02108Make Whole Agreement • December 9th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses
THIRD AMENDMENT TO CONSTRUCTION LOAN AGREEMENTConstruction Loan Agreement • December 9th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses
THIS THIRD AMENDMENT TO CONSTRUCTION LOAN AGREEMENT (the “Third Amendment”), is made and entered into this day of December, 2005, by and between MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, successor in interest to Allfirst Bank (the “Bank”), and dELiA*s DISTRIBUTION COMPANY, a Delaware corporation (the “Borrower”), and with the joinder of dELiA*s CORP. and dELiA*s, INC., jointly and severally (the “Guarantors”).
