8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 14, 2014

GORDMANS STORES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34842	26-3171987
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

12100 West Center Road

Omaha, Nebraska 68144

(Address of principal executive offices, zip code)

(402) 691-4000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On November 14, 2014, Gordmans, Inc. (the “Borrower”), a wholly owned subsidiary of Gordmans Stores, Inc. (the “Company”), entered into the Consent, Waiver and Seventh Amendment to Loan, Guaranty and Security Agreement (the “Revolver Amendment”), which amends that certain Loan, Guaranty and Security Agreement, originally dated as of February 20, 2009, by and among the Borrower, each of the other credit parties signatory thereto, the lenders party thereto and Wells Fargo Bank, National Association, successor by merger to Wells Fargo Retail Finance, LLC, as the arranger and administrative agent for the lenders (“Wells Fargo”).

The Revolver Amendment, among other things: (a) waived the restriction associated with the $15.0 million prepayment of the senior term loan; (b) provides a 0.25% increase in the interest rate for base rate advances and LIBOR rate advances during both seasonal and non-seasonal periods; (c) introduces a minimum liquidity test that is measured based on operating performance and a minimum fixed charge coverage ratio as defined in the agreement and requires minimum excess availability of at least $20.0 million should the liquidity test not be met and, otherwise, minimum excess availability equal to the greater of 10% of the borrowing base or $6.0 million; and (d) introduces an early termination fee of 1% of the outstanding balance under the revolving line of credit facility on the termination date should the termination be within two years of date of the Revolver Amendment.

On November 14, 2014, the Borrower also entered into the Second Amendment to the Loan, Guaranty and Security Agreement (the “Term Loan Amendment”), which amends that certain Loan, Guaranty and Security Agreement, originally dated as of August 27, 2013, by and among the Borrowers, the guarantors from time to time party thereto and Cerberus Business Finance, LLC, as the collateral and administrative agent for the lenders (the “Senior Term Loan”).

The Term Loan Amendment, among other things, (a) removes the fixed charge coverage ratio covenant; (b) revises the leverage ratio covenant to be less restrictive for fiscal quarters commencing with the fourth quarter of fiscal 2014 through the maturity date; and (c) revises the liquidity test to which the Company is subject at each measurement date (as defined in the Senior Term Loan) to require minimum excess availability of differing amounts based on the Company’s fixed charge coverage ratio.

The descriptions of the Revolver Amendment and the Term Loan Amendment set forth above are qualified in their entirety by the Revolver Amendment and Term Loan Amendment, respectively, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, and are incorporated into this Item 1.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Consent, Waiver and Seventh Amendment to Loan, Guaranty and Security Agreement, dated November 14, 2014, by and among Gordmans, Inc., each of the other credit parties signatory thereto, the lenders party thereto and Wells Fargo Bank, National Association, as arranger and administrative agent for the lenders.
10.2	Second Amendment to Loan, Guaranty and Security Agreement, dated as of November 14, 2014, to the Loan Guaranty and Security Agreement, dated as of August 27, 2013, by the Borrower, the guarantors from time to time party thereto and Cerberus Business Finance, LLC, as the collateral and administrative agent for the lenders.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GORDMANS STORES, INC.
Date: November 19, 2014	By:	/s/ Michael D. James
		Name:	Michael D. James
		Title:	Chief Financial Officer, Senior Vice President, Treasurer and Assistant Secretary

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Consent, Waiver and Seventh Amendment to Loan, Guaranty and Security Agreement, dated November 14, 2014, by and among Gordmans, Inc., each of the other credit parties signatory thereto, the lenders party thereto and Wells Fargo Bank, National Association, as arranger and administrative agent for the lenders.
10.2	Second Amendment to Loan, Guaranty and Security Agreement, dated as of November 14, 2014, to the Loan Guaranty and Security Agreement, dated as of August 27, 2013, by the Borrower, the guarantors from time to time party thereto and Cerberus Business Finance, LLC, as the collateral and administrative agent for the lenders.

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EX-10.1

Exhibit 10.1

Execution Version

CONSENT, WAIVER, AND SEVENTH AMENDMENT

TO LOAN, GUARANTY AND SECURITY AGREEMENT

This Consent, Waiver, and Seventh Amendment to Loan, Guaranty and Security Agreement (this “Agreement”) is dated as of November 14, 2014 and is by and among GORDMANS, INC., a Delaware corporation (the “Borrower”), each of the other Credit Parties signatory hereto, each of the Lenders (as defined in the Loan Agreement defined below) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Agent”).

BACKGROUND:

The Borrower, the other Credit Parties, the Lenders, and the Agent are parties to that certain Loan, Guaranty and Security Agreement, dated as of February 20, 2009 (as amended and in effect on the date hereof, and as may be further amended, restated, supplemented or modified from time to time, the “Loan Agreement”). The Borrower has advised the Lender Group that the Credit Parties desire to make a prepayment of the principal of the Term Loan Indebtedness in an amount of $15,000,000 and pay the Term Loan Agent a fee of $150,000 (collectively, the “Proposed Payment”), which constitutes a Restricted Payment under the Loan Agreement. Making the Proposed Payment at a time when the Pro Forma Conditions have not been satisfied and without the consent of the Lender Group would violate, among other provisions, Section 7.18 of the Loan Agreement. Therefore, the Borrower has requested that the Lender Group waive the restrictions on the prepayment of the Term Loan Indebtedness included in such provisions and terms (collectively, the “Restrictions”) in order to permit the Proposed Payment (but no other payments or prepayments), and the Lender Group has agreed to do so, but only upon the terms and conditions contained in this Agreement.

The Credit Parties have also requested that the Lender Group grant certain amendments with respect to the Loan Agreement. The Lender Group is willing to enter into this Agreement upon the terms and conditions set forth below.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Incorporation of Terms and Conditions of Loan Agreement. Except as amended hereby, all of the terms and conditions of the Loan Agreement are specifically incorporated herein by reference. Except as amended hereby, all capitalized terms used (including in the preamble hereto) but not otherwise defined herein shall have the same meaning as in the Loan Agreement, as applicable.

2. Consent and Waiver. Notwithstanding anything in Sections 7.18 of the Loan Agreement to the contrary, subject to the satisfaction of the conditions precedent set forth in Section 7 hereof, the Agent and the Lenders hereby (i) waive the Restrictions with respect to, and consent to, the making of Proposed Payment, and (ii) waive any Default or Event of Default that otherwise would be occasioned thereby; provided that (i) no Default or Event of Default (other

than those referred to in clause (ii) above) shall exist at the time the Proposed Payment is made, (ii) the Proposed Payment is made on or before November 30, 2014, and (iii) promptly after the making of the Proposed Payment, the Borrower delivers to the Agent evidence reasonably satisfactory to it of the making of such Proposed Payment and a statement from the Term Loan Agent setting forth the outstanding amount of the Term Loan Indebtedness after giving effect to such Proposed Payment. The foregoing consent and waiver:

(a) shall only become effective upon satisfaction in full of each of the conditions precedent set forth in Section 7 hereof;

(b) relate only to the Proposed Payment described above, are a one-time consent and waiver, shall not be deemed to constitute a consent or waiver of the Restrictions with respect to any payment or prepayment other than the Proposed Payment or of any other non-compliance with the terms and conditions of the Loan Agreement, whether now existing or hereafter arising, including, without limitation, on account of the provisions of Sections 7.18, and shall not be construed as creating any course of conduct on part of the Agent and the Lenders; and

(c) are made in express reliance upon the terms and conditions of this Agreement, including all representations, warranties, and covenants of the Credit Parties set forth herein.

3. Amendments to the Loan Agreement.

(a) Section 1.1 of the Loan Agreement is hereby amended by:

(i) Amending and restating the table in the definition of “Applicable Margin” in its entirety as follows:

Level	Average Excess Availability	Base Rate Loans			LIBOR Rate Loans			Seasonal Borrowing Period Base Rate Loans			Seasonal Borrowing Period LIBOR Rate Loans			Standby Letter of Credit Fee			Documentary Letter of Credit Fee
I	Greater than $40,000,000		0.75	%		1.75	%		1.50	%		2.50	%		1.75	%		1.25	%
II	Less than or equal to $40,000,000		1.00	%		2.00	%		1.75	%		2.75	%		2.00	%		1.50	%

(ii) Inserting the following definitions therein in appropriate alphabetical order:

“Early Termination Fee” has the meaning set forth in Section 2.12(c)

“Liquidity Test Period” shall mean any time that, as of the most recently ended month for which financial statements have been delivered to the Agent, Consolidated EBITDA is less than $30,000,000 or the Fixed Charge Coverage Ratio is less than 1.00:1.00, in each case, for the Measurement Period ended as of the last day of such month.

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“Seventh Amendment” shall means that certain Consent, Waiver, and Seventh Amendment to Loan, Guaranty and Security Agreement, dated as of the Seventh Amendment Effective Date by and among the Borrower, the Guarantor, the Lenders party thereto, and the Agent.

“Seventh Amendment Effective Date” means November 14, 2014.

“Termination Date” means the earliest to occur of (i) the date on which the maturity of the Obligations is accelerated (or deemed accelerated) and the Commitments are irrevocably terminated (or deemed terminated) in accordance with Article 9, or (ii) the termination of this Agreement in accordance with the provisions of Section 3.5 hereof.

(b) Section 2.12 of the Loan Agreement is hereby amended by (i) replacing the “.” at the end of Clause (b) thereof with “; and” and (ii) adding a new clause (c) at the end thereof as follows:

(c) Early Termination Fee. In the event that the Termination Date occurs, for any reason, prior to the Maturity Date, or in the event that the Borrower reduces (but does not terminate) the Revolving Commitment prior to the Maturity Date, the Borrower shall pay to Agent a fee (the “Early Termination Fee”) in respect of amounts which are or become payable by reason thereof equal to the following: (i) one percent (1%) of the Revolving Commitment then in effect (without regard to any termination thereof) or of the amount of any reduction in the Revolving Commitment, as applicable, if the Termination Date or reduction shall occur at any time on or before the second anniversary of the Seventh Amendment Effective Date and (ii) zero, if the Termination Date or reduction shall occur at any time thereafter. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the early termination of this Agreement or any portion of the Revolving Commitment and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

(c) Section 7.17 of the Loan Agreement is hereby amended and restated in its entirety as follows:

7.15 Minimum Availability. The Credit Parties shall have, as of any date of calculation, Excess Availability (without giving effect to any outstanding obligations referenced in clause (b) of the definition of Obligations) of no less than (i) at any time when a Liquidity Test Period is continuing, $20,000,000 and (ii) at all other times, the greater of (x) 10.0% of the then current Borrowing Base and (y) $6,000,000.

4. References. All references to the Loan Agreement which are contained in any of the other Loan Documents shall refer to the Loan Agreement as amended by this Agreement, as such may be amended and supplemented from time to time hereafter.

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5. Ratification of Loan Documents. Except as otherwise expressly provided herein, all terms and conditions of the Loan Agreement and the other Loan Documents (including, without limitation, the Guaranty) remain in full force and effect. The Credit Parties hereby (i) ratify and reaffirm the grant of a security interest in the Collateral in favor of the Agent set forth in the Loan Agreement and the other Loan Documents, and (ii) acknowledge, confirm, and agree that any and all Collateral previously or hereafter granted to the Agent pursuant to the Loan Agreement and the other Loan Documents shall secure all Obligations at any time and from time to time outstanding under the Loan Documents, as amended hereby.

6. Amendment Fee. In addition to any other fees payable under the Loan Agreement and the other Loan Documents, in consideration of the amendments provided for hereunder, the Borrower shall pay to the Agent, for the account of the Lenders, in immediately available funds an amendment fee in an amount equal to $75,000 (the “Amendment Fee”). The Amendment Fee shall be fully earned and payable as of the date hereof and may be charged by the Agent to the Loan Account of the Borrower maintained by the Agent.

7. Conditions Precedent. This Agreement shall not be effective until the date on which each of the following conditions precedent are satisfied in a manner satisfactory to the Agent:

(a) The Agent shall have received this Agreement, duly authorized and executed by each of the Credit Parties;

(b) All requisite corporate action and proceedings in connection with this Agreement and the other Loan Documents shall be reasonably satisfactory in form and substance to the Agent, and the Agent shall have received all information and copies of all documents, including records of requisite corporate or limited liability company action and proceedings which the Agent may have requested in connection therewith, such documents where requested by the Agent or its counsel to be certified by appropriate corporate officers or Governmental Authority (and including a copy of the certificate of incorporation or formation of each of the Credit Parties certified by the Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate name of each of the Credit Parties as is set forth herein and such document as shall set forth the organizational identification number of each of the Credit Parties, if one is issued in its jurisdiction of incorporation or formation);

(c) The representations and warranties of each Credit Party contained in Article 5 of the Loan Agreement or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date hereof, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects;

(d) The Agent shall have received a Borrowing Base Certificate setting forth the Borrowing Base as at the close of business of the week immediately preceding the Seventh Amendment Effective Date and completed in a manner reasonably satisfactory to the Agent and duly authorized, executed, and delivered by the Borrower;

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(e) After giving effect to this Agreement and the transactions contemplated hereby, including, without limitation, the making of the Proposed Payment, Excess Availability shall be not less than $15,000,000;

(f) The Agent shall have received satisfactory evidence that the Agent (for the benefit of the Lender Group) shall have a valid and perfected first priority lien and security interest in the Collateral to secure all Obligations under the Loan Documents as amended hereby, including, without limitation, results of UCC searches with respect to each Credit Party satisfactory to the Agent and Lenders;

(g) The Agent shall have received the Amendment Fee;

(h) There shall not have occurred since February 1, 2014 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to constitute a Material Adverse Change;

(i) No action, suit, investigation or proceeding shall be pending or, to the knowledge of the Credit Parties, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to result in a Material Adverse Change;

(j) The Borrower shall have reimbursed the Agent for all expenses incurred by the Agent in connection with the preparation, negotiation and closing of the transactions contemplated hereby, including without limitation reasonable attorneys’ fees and expenses; and

(k) Immediately prior to and after giving effect to the amendments and agreements set forth herein, there shall exist no Default or Event of Default.

8. Representations and Warranties. To induce the Agent to enter into this Agreement, each of the Credit Parties hereby represents and warrants to the Agent that:

(a) The execution, delivery and performance by such Credit Party of this Agreement and each of the other agreements, instruments and documents contemplated hereby are within its corporate power, have been duly authorized by all necessary corporate action, have received all received all necessary governmental approval (if any shall be required), and do not and will not contravene or conflict with any provision of law applicable to such Credit Party, their Governing Documents, any order, judgment or decree of any court or Governmental Authority, or any agreement, instrument or document binding upon such Credit Party or any of its property;

(b) Each of the Loan Agreement and the other Loan Documents, as amended by this Agreement, are the legal, valid and binding obligation of such Credit Party enforceable against it in accordance with its terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally, and (ii) general principles of equity;

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(c) The representations and warranties contained in the Loan Agreement and the other Loan Documents are true and accurate as of the date hereof with the same force and effect as if such had been made on and as of the date hereof, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects; and

(d) No Default or Event of Default has occurred and is continuing.

9. Loan Document. This Agreement shall constitute a Loan Document for all purposes.

10. Counterparts. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, pdf or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

11. Binding Effect. The terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

12. Severability. Any determination that any provision of this First Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this First Amendment.

13. Expenses. Without limiting or modifying any provisions of the Loan Agreement, the Borrower shall reimburse the Agent for all reasonable and documented out-of-pocket expenses of the Agent and Lenders incurred in connection with this Agreement (including the reasonable and documented fees, disbursements and other charges of counsel).

14. Entire Agreement. This Agreement expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.

15. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first written above.

THE BORROWER:	GORDMANS INC.
	By:	/s/ Michael D. James
	Name:	Michael D. James
	Title:	Chief Financial Officer
THE GUARANTORS:	GORDMANS STORES, INC.
	By:	/s/ Michael D. James
	Name:	Michael D. James
	Title:	Chief Financial Officer
	GORDMANS MANAGEMENT COMPANY, INC.
	By:	/s/ Michael D. James
	Name:	Michael D. James
	Title:	Chief Financial Officer
	GORDMANS DISTRIBUTION COMPANY, INC.
	By:	/s/ Michael D. James
	Name:	Michael D. James
	Title:	Chief Financial Officer
	GORDMANS INTERMEDIATE HOLDINGS CORP.
	By:	/s/ Michael D. James
	Name:	Michael D. James
	Title:	Chief Financial Officer

[Signature Page to Seventh Amendment]

GORDMANS LLC
By: Gordmans Inc., its Sole Member
By:	/s/ Michael D. James
Name:	Michael D. James
Title:	Chief Financial Officer

[Signature Page to Seventh Amendment]

THE AGENT:	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and as a Lender
	By:	/s/ Matthew N. Williams
	Name:	Matthew N. Williams
	Title:	Managing Director

[Signature Page to Seventh Amendment]

LENDERS:	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	By:	/s/ W. Reed Paden
	Name:	W. Reed Paden
	Title:	Vice President

[Signature Page to Seventh Amendment]

EX-10.2

Exhibit 10.2

SECOND AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT

SECOND AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT, dated as of November 14, 2014 (this “Amendment”), to the Loan, Guaranty and Security Agreement, dated as of August 27, 2013 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Financing Agreement”), by and among Gordmans, Inc., a Delaware corporation (the “Borrower”), the guarantors from time to time party thereto and Cerberus Business Finance, LLC, a Delaware limited liability company (“Cerberus”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Cerberus, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and, collectively, the “Agent”). All terms used herein that are defined in the Financing Agreement and not otherwise defined herein shall have the meanings assigned to them in the Financing Agreement.

WHEREAS, the Loan Parties, the Agent and the Lenders wish to amend certain terms and provisions of the Financing Agreement as hereafter set forth.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto hereby agree as follows:

1. Amendments.

(a) Liquidity. The following definition in Section 1.1 of the Financing Agreement is hereby amended and restated in its entirety:

“Liquidity” shall mean “Availability” as defined in the Revolver Agreement as in effect on the date hereof plus unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries (other than cash in the cash registers at Stores).

(b) New Definitions. The following new definitions are added to Section 1.1 of the Financing Agreement in their appropriate alphabetical order:

“Second Amendment” means the Second Amendment to Financing Agreement, dated as of November             , 2014, by and among the Borrower, the Guarantors, the Lenders party thereto and the Agent.”

“Second Amendment Effective Date” has the meaning specified therefor in Section 3 of the Second Amendment.

(c) Fixed Charge Coverage Ratio. Section 7.16(a) of the Financing Agreement is hereby amended and restated in its entirety as follows: “(a) RESERVED.”

(d) Leverage Ratio. Section 7.16(b) of the Financing Agreement is hereby amended and restated in its entirety as follows:

“(b) Leverage Ratio. Permit the Leverage Ratio of Ultimate Parent and its Subsidiaries as of the last day of any fiscal quarter ending nearest to the dates set forth below to be greater than the applicable ratio set forth below:

Fiscal Quarter	Maximum Leverage Ratio
October 31, 2014	2.81:1.00
January 31, 2015	4.00:1.00
April 30, 2015	4.00:1.00
July 31, 2015	4.25:1.00
October 31, 2015	4.75:1.00
January 31, 2016	5.00:1.00
April 30, 2016	4.50:1.00
July 31, 2016	4.25:1.00
October 31, 2016	4.00:1.00
January 31, 2017	3.75:1.00
April 30, 2017	3.50:1.00
July 31, 2017	3.25:1.00
October 31, 2017 and each fiscal quarter end thereafter	3.00:1.00

(e) Liquidity. Section 7.16(d) of the Financing Agreement is hereby amended and restated in its entirety as follows:

“(d) Liquidity. Permit Liquidity to be less than (i) if the Fixed Charge Coverage Ratio of the Ultimate Parent and its Subsidiaries for the four (4) consecutive fiscal quarters of Ultimate Parent and its Subsidiaries most recently ended for which financial statements were required to be delivered hereunder is less than 1.10.1.00, $30,000,000 or (ii) if the Fixed Charge Coverage Ratio of the Ultimate Parent and its Subsidiaries for the four (4) consecutive fiscal quarters of Ultimate Parent and its Subsidiaries most recently ended for which financial statements were required to be delivered hereunder is greater than or equal to 1.10.100, $20,000,000.”

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2. Representations and Warranties. Each Loan Party hereby jointly and severally represents and warrants to the Agent and the Lenders as follows:

(a) Representations and Warranties; No Event of Default. The representations and warranties herein, in Section 5 of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of any Loan Party to the Agent or any Lender pursuant to the Financing Agreement or any other Loan Document on or prior to the Second Amendment Effective Date (as defined below) are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such date as though made on and as of such date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date (except that Dsuch materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)), and, except for the Existing Defaults, no Default or Event of Default has occurred and is continuing as of the Second Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms.

(b) Authorization; Enforceability. The execution, delivery and performance of this Amendment by each Loan Party, and the performance of the Financing Agreement, as amended hereby (i) are within the power and authority of each such Loan Party and have been duly authorized by all necessary action and (ii) have been duly authorized, executed and delivered by each such Loan Party and constitute legal, valid and binding obligations of each such Loan Party, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally.

3. Conditions to Effectiveness. This Amendment shall become effective as of the date first written above only upon satisfaction in full, in a manner reasonably satisfactory to the Collateral Agent, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called the “Second Amendment Effective Date”):

(a) The Collateral Agent shall have received this Amendment, duly executed by each Loan Party, each Agent and each Lender signatory hereto.

(b) The Borrower shall pay to the Administrative Agent, for the account of each of the Lenders on a pro rata basis, a modification and waiver fee in the amount of $150,000, which fee shall be due on the Second Amendment Effective Date and shall be deemed fully earned as of the Second Amendment Effective Date.

(c) The Borrower shall pay concurrently with the closing of the transactions evidenced by this Amendment, all fees, costs, expenses and taxes then payable pursuant to Section 12.04 of the Financing Agreement.

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(d) The Borrower shall make a voluntary prepayment of the Term Loans in an amount equal to $15,000,000 with the proceeds of a draw under the Revolver Agreement.

(e) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against the Borrower, any Guarantor, the Agent, or any Lender.

(f) Representations and Warranties; No Event of Default. The representations and warranties herein, in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered by or on behalf of any Loan Party to the Agent or any Lender pursuant to the Financing Agreement or any other Loan Document on or prior to the Second Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such date as though made on and as of such date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)), and, except for the Existing Defaults, no Default or Event of Default has occurred and is continuing as of the Second Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms or any transactions contemplated herein. The Collateral Agent shall have received a certificate of an Authorized Officer, secretary or assistant secretary of each Loan Party, certifying as to the foregoing.

4. Continued Effectiveness of the Financing Agreement and Other Loan Documents. Each Loan Party hereby (a) acknowledges and consents to this Amendment, (b) confirms and agrees that the Financing Agreement and each other Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Second Amendment Effective Date all references in any such Loan Document to “the Financing Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Financing Agreement shall mean the Financing Agreement as amended by this Amendment, and (c) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent for the benefit of the Agent and the Lenders, or to grant to the Collateral Agent for the benefit of the Agent and the Lenders a security interest in or Lien on, any Collateral as security for the Obligations or Guaranteed Obligations, as the case may be, of any Loan Party from time to time existing in respect of the Financing Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Amendment does not and shall not affect any of the obligations of any Loan Party, other than as expressly provided herein, including, without limitation, the Borrower’s obligation to repay the Loans in

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accordance with the terms of Financing Agreement, or the obligations of any other Loan Party under any Loan Document to which it is a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or any Lender under the Financing Agreement or any other Loan Document, nor constitute a waiver of any provision of the Financing Agreement or any other Loan Document.

5. Release by the Loan Parties.

Effective on the Second Amendment Effective Date, each Loan Party, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges each Agent, each Lender, each of their respective Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other persons and entities to whom the Agent or any Lender would be liable if such persons or entities were found to be liable to the Loan Parties (each a “Releasee” and, collectively, the “Releasees”), from any and all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, which any Loan Party ever had from the beginning of the world, now has, or might hereafter have against any such Releasee, which Claims relate, directly or indirectly, to any act or omission by any Releasee that occurred on or prior to the date of this Amendment and relate, directly or indirectly, to the Financing Agreement, any other Loan Document, or any acts or omissions of any such Releasee that occurred on or prior to the date of this Amendment with respect to the Financing Agreement or any other Loan Document, or the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in this Amendment and the duties and obligations set forth in the Loan Documents to be performed on or after the date of this Amendment. As to each and every Claim released hereunder, each Loan Party hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

As to each and every Claim released hereunder, each Loan Party also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of New York), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto.

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Each Loan Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims, and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

Each Loan Party, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. Each Loan Party further agrees that it shall not dispute the validity or enforceability of the Financing Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Collateral Agent’s Lien on any item of Collateral under the Financing Agreement or the other Loan Documents. If any Loan Party or any of its respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation.

6. Reaffirmation.

(a) Borrowers. The Borrower hereby reaffirms its obligations under each Loan Document to which it is a party. The Borrower hereby further ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Security Agreement or any other Loan Document to the Collateral Agent, on behalf and for the benefit of each Agent and each Lender, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such Liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof.

(b) Guarantor. Each Guarantor hereby (i) consents to this Amendment; (ii) acknowledges and reaffirms all obligations owing by it to the Agent and Lenders under any Loan Document to which it is a party and represents and warrants that, after giving effect to this Amendment, all of its representations and warranties contained in the Loan Documents to which such Guarantor is a party are true, accurate and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as if made the date hereof (unless any such representation or warranty is expressly made as of a specific date, in which event it shall be true, accurate and complete as of such specified date), (iii) agrees that each Loan

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Document to which it is a party is and shall remain in full force and effect and shall not be impaired or otherwise affected by the execution of this Amendment or any other document or instrument delivered in connection herewith, (iv) ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted by it, pursuant to and in connection with the Security Agreement and any other Loan Document to which such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of each Agent and each Lender, as collateral security for the Guaranteed Obligations of such Guarantor, and acknowledges that all of such Liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof, and (v) ratifies and confirms its consent to any previous amendments of the Financing Agreement and any previous waivers granted with respect to the Financing Agreement. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Agent and the Lenders shall have no obligation to inform the Guarantors of such matters in the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a duty.

7. Miscellaneous.

(a) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment.

(b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(c) This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

(d) Each Loan Party hereby acknowledges and agrees that this Amendment constitutes a “Loan Document” under the Financing Agreement. Accordingly, it shall be an Event of Default under the Financing Agreement if (i) any representation or warranty made by a Loan Party under or in connection with this Amendment shall have been incorrect in any material respect when made, or (ii) a Loan Party shall fail to perform or observe any term, covenant or agreement contained in this Amendment.

(e) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

(f) The Borrower will pay on demand all reasonable fees, costs and expenses of the Agent and the Lenders in connection with the preparation, execution and delivery of this Amendment or otherwise payable under the Financing Agreement, including, without limitation, reasonable fees, costs and expenses of Schulte Roth & Zabel LLP, counsel to the Collateral Agent.

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(g) Sections 1.4 and 18 of the Financing Agreement are incorporated herein by reference, mutatis mutandis.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date set forth on the first page hereof.

BORROWER:
GORDMANS, INC.
By:	/s/ Michael D. James
	Name: Michael D. James
	Title: Chief Financial Officer
GUARANTORS
GORDMANS MANAGEMENT COMPANY, INC.
By:	/s/ Michael D. James
Name:	Michael D. James
Title:	Chief Financial Officer
GORDMANS DISTRIBUTION COMPANY, INC.
By:	/s/ Michael D. James
Name:	Michael D. James
Title:	Chief Financial Officer
GORDMANS INTERMEDIATE HOLDINGS CORP.
By:	/s/ Michael D. James
Name:	Michael D. James
Title:	Chief Financial Officer

GORDMANS STORES, INC.
By:	/s/ Michael D. James
Name:	Michael D. James
Title:	Chief Financial Officer
GORDMANS LLC
By:	/s/ Michael D. James
Name:	Michael D. James
Title:	Chief Financial Officer

ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
CERBERUS BUSINESS FINANCE, LLC
By:	/s/ Philip Lindenbaum
Name:	Philip Lindenbaum
Title:	Senior Vice President

LENDERS
CERBERUS NJ CREDIT OPPORTUNITIES FUND, L.P.
By: Cerberus NJ Credit Opportunities GP, LLC
Its: General Partner
By:	/s/ Philip Lindenbaum
Name:	Philip Lindenbaum
Title:	Managing Director
CERBERUS ASRS FUNDING LLC
By:	/s/ Philip Lindenbaum
Name:	Philip Lindenbaum
Title:	Vice President
ABLECO CAPITAL LLC
By:	/s/ Philip Lindenbaum
Name:	Philip Lindenbaum
Title:	Senior Vice President
CERBERUS ONSHORE LEVERED II LLC
By:	/s/ Philip Lindenbaum
Name:	Philip Lindenbaum
Title:	Vice President
CERBERUS ONSHORE II CLO LLC
By:	/s/ Philip Lindenbaum
Name:	Philip Lindenbaum
Title:	Vice President

CERBERUS AUS LEVERED II LP
By: CAL II GP LLC
Its: General Partner
By:	/s/ Philip Lindenbaum
Name:	Philip Lindenbaum
Title:	Vice President
CERBERUS OFFSHORE LEVERED II LP
By: COL II GP Inc.
Its: General Partner
By:	/s/ Philip Lindenbaum
Name:	Philip Lindenbaum
Title:	Vice President