EXHIBIT 10.5.8
ROSENTHAL & ROSENTHAL INC.
September 13, 2000
MOVIE STAR, INC.
136 Madison Avenue
New York, NY 10016
It is mutually agreed that the Financing Agreement entered into between
us dated April 24, 1996 as amended or supplemented (the "Financing Agreement")
is amended effective June 30, 2000 as follows:
1. The first paragraph of Section 2.1 is hereby deleted in its
entirety and the following is substituted in its place and stead:
"Lender shall, in its discretion, make loans to Borrower or
procure for Borrower Letters of Credit from time to time, at
Borrower's request, which loans and the Letters of Credit in the
aggregate shall not exceed (i) the lesser of (a) $18,000,000 or
(ii) an amount equal to (a) eighty percent (80%) (the AAdvance
Receivable Percentage@) of the Net Amount of Eligible Receivables
which have been validly assigned to Lender and in which Lender
holds a perfected security interest pursuant to the terms hereof
ranking prior to and free and clear of all interests, claims, and
rights of others; plus (b) the lesser of (I) $6,500,000 or (II)
the lesser of (A) fifty percent (50%) of Eligible Inventory
calculated at the lower of cost or market value, or (B) eighty
percent (80%) of the appraised liquidation or auction sale value
of Eligible Inventory, as determined by an appraiser acceptable
to Lender plus (c) the lesser of (I) $5,000,000, or (II) fifty
percent (50%) of Eligible Letter of Credit Inventory, provided
further that the aggregate face amount of Letters of Credit
outstanding at any time pursuant to this Agreement shall not
exceed $10,000,000. The making of any loan in excess of the
percentages set forth above shall not be deemed to modify such
percentage or create any obligation to make any further such
loan. All loans (and all other amounts chargeable to Borrower
under this Agreement or any supplement hereto) shall be charged
to a Loan Account in Borrower's name on Lender's books. Lender
shall render to Borrower each month a statement of the Loan
Account (and all credits and charges thereto) which shall be
considered correct and accepted by Borrower and conclusively
binding upon Borrower as an account stated except to the extent
that Lender receives a written notice by registered mail of
Borrower's exceptions within 30 days after such statement has
been mailed by ordinary mail to Borrower."
2. The Working Capital specified in Paragraph 6.9(b) is hereby
amended to read "$5,000,000".
In all other respects the terms and conditions of the aforesaid
agreement, as the same may have heretofore been amended, shall remain unchanged.
ROSENTHAL & ROSENTHAL, INC.
BY: /s/ Jerry Sandak
---------------------------
Jerry Sandak, Senior Executive VP
THE FOREGOING IS ACKNOWLEDGED
AND AGREED TO:
MOVIE STAR, INC.
BY: /s/ Thomas Rende
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Thomas Rende, Chief Financial Officer
