EXHIBIT 10.5.12
December 26, 2002
MOVIE STAR, INC.
1115 Broadway
New York, NY 10010
Re: FINANCING AGREEMENT
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 December 26, 2002 as follows:
1. The following shall be added to Section 8.1, after subsection (f) thereof, as a new subsection:
"(g) the issuer of any insurance policy on the life of Melvin Knigin or Saul Pomerantz which insurance policy has
been assigned to Lender, contests (i) any portion of such policy or (ii) any claim made under such policy."
2. The following shall be added as a new sentence between the second and third sentences of Section 8.1:
"Notwithstanding the foregoing, a Default arising solely by reason of subsection (g) of this Section 8.1 can be
cured by Borrower creating and maintaining with Lender minimum of $2,500,000 of excess availability under the
formulae for availability pursuant to Section 2.1 hereof."
Except as hereinafter specifically set forth the Financing Agreement, shall continue unmodified.
ROSENTHAL & ROSENTHAL, INC.
THE FOREGOING IS ACKNOWLEDGED:
MOVIE STAR, INC.
BY: /s/ Jerry Sandak
------------------------
JERRY SANDAK
Senior Executive Vice President
By: /s/ Thomas Rende
--------------------
THOMAS RENDE
Chief Financial Officer