EXHIBIT 4(g)(5) Amendment Number Five to the Continuing Commercial Credit
Agreement by and between Carolina First Bank as Lender and the Registrant, One
Price Clothing of Puerto Rico, Inc. and One Price Clothing - U.S. Virgin
Islands, Inc. as Borrowers dated February 23, 2000.
AMENDMENT NUMBER 5
TO
CONTINUING COMMERCIAL CREDIT AGREEMENT
February 23, 0000
Xxx Price Clothing Stores, Inc.
0000 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
One Price Clothing of Puerto Rico, Inc.
0000 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
One Price Clothing - U.S. Virgin Islands, Inc.
0000 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Gentlemen:
Carolina First Bank ("Bank"), One Price Clothing Stores, Inc. ("One
Price"), One Price Clothing of Puerto Rico, Inc. ("One Price, P.R."), and One
Price Clothing - U.S. Virgin Islands, Inc. ("One Price V.I.", and together with
One Price and One Price, P.R., individually referred to as a "Borrower" and
collectively as "Borrowers") have entered into certain financing arrangements
pursuant to the Continuing Commercial Credit Agreement, dated May 16, 1997,
between Bank and Borrowers, as amended by Amendment Number 1, dated March 20,
1998, Amendment Number 2, dated April 21, 1998, Amendment Number 3, dated
November 5, 1998, and Amendment Number 4, dated March 31, 1999 (the "Credit
Agreement"). All capitalized terms used herein and not herein defined shall have
the meanings given to them in the Credit Agreement.
Borrowers have requested that Bank increase the Maximum Credit of the
Credit Agreement, and Bank is willing to agree to this Amendment, subject to the
terms and conditions set forth herein.
In consideration of the foregoing, the mutual agreements and covenants
contained herein and other good and valuable consideration, the parties hereto
agree as follows:
1. Section 1.6 of the Credit Agreement is hereby amended by
deleting the figure "$3,000,000.00" appearing therein, and
substituting therefor, the figure "$8,000,000.00", effective
February 23, 2000.
2. Miscellaneous.
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a. Entire Agreement; Ratification and Confirmation of
the Credit Agreement.
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This Amendment contains the entire agreement of the
parties with respect to the specific subject matter
hereof and supersedes all prior or contemporaneous
term sheets, proposals, discussions, negotiations,
correspondence, commitments, and communications
between or among the parties concerning the subject
matter hereof. This Amendment may not be modified or
any provision waived, except in writing, signed by
the party against whom such modification or waiver is
sought to be enforced. Except as specifically
modified herein, and as specifically modified in
Amendment Number 1, Amendment Number 2, and Amendment
Number 4, the Credit Agreement is hereby ratified,
restated, and confirmed by the parties hereto as of
the effective date hereof. To the extent of a
conflict between the terms of this Amendment Number
5, on the one hand, and the Credit Agreement and the
prior amendments, on the other hand, the terms of
this Amendment Number 5 shall control.
b. Governing Law.
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This Amendment and the rights and the obligations
hereunder of each of the parties hereto shall be
governed by and interpreted and determined in
accordance with the internal laws of the state of
South Carolina, with regard to principals of
conflicts of law.
c. Binding Effect.
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This Amendment shall be binding and ensure to the
benefit to each of the parties hereto and their
respective successors and assigns.
d. Counterparts.
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This Amendment may be executed in any number of
counterparts, but all of such counterparts shall
together constitute but one in the same agreement. In
making proof of this Amendment, it shall not be
necessary to produce or account for more than one
counterpart thereof signed by each of the parties
hereto. By the signature hereto of each of their duly
authorized officers, all of the parties hereto
mutually covenant and agree as set forth herein.
Yours very truly,
Carolina First Bank
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Title: Vice President
AGREED AND ACCEPTED:
One Price Clothing Stores, Inc.
By: /s/ C. Xxxx Xxxxx
C. Xxxx Xxxxx
Title: Vice President & Treasurer
One Price Clothing of Puerto Rico, Inc.
By: /s/ C. Xxxx Xxxxx
C. Xxxx Xxxxx
Title: Vice President & Treasurer
One Price Clothing - U.S. Virgin Islands, Inc.
By: /s/ C. Xxxx Xxxxx
C. Xxxx Xxxxx
Title: Vice President & Treasurer
