EXHIBIT 10.1.15
RELEASE AGREEMENT
February 28, 1997
Charming Shoppes, Inc.
000 Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
Gentlemen:
Congress Financial Corporation ("Lender") and Charming
Shoppes, Inc., Charming Shoppes of Delaware, Inc., CSI
Industries, Inc. and FB Apparel, Inc. (collectively, the
"Borrowers") have heretofore entered into certain financing
arrangements pursuant to which Lender has made loans and advances
and provided other financial accommodations to Borrowers as set
forth in the Amended and Restated Loan and Security Agreement,
dated November 30, 1995, by and among Borrowers and Lender, as
amended (the "Existing Loan Agreement"), and other agreements,
documents and instruments referred to therein or at any time
executed and/or delivered in connection therewith or related
thereto, including, but not limited to, various guaranties, dated
November 30, 1995 (the "Existing Guarantees"), by each of the
companies listed on Exhibit A annexed hereto (individually and
collectively, the "Existing Guarantors") in favor of Lender (all
of the foregoing, together with the Existing Loan Agreement and
the Existing Guarantees, being collectively referred to herein as
the "Existing Agreements").
Contemporaneously herewith Lender and Borrowers are
modifying and restating the existing financing arrangements set
forth in the Existing Agreements and entering into new financing
arrangements pursuant to which Lender may make loans and advances
and provide other financial accommodations to Borrowers and
certain of its affiliates as set forth in the Second Amended and
Restated Loan and Security Agreement, dated of even date
herewith, by and among Borrowers and Lender (as the same now
exists or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced, the "Loan Agreement"),
and other agreements, documents and instruments referred to
therein or at any time executed and/or delivered in connection
therewith or related thereto, including, but not limited to,
various guaranties and security agreements, each dated of even
date herewith, by each of the Existing Guarantors who are not
listed on Exhibit B annexed hereto (individually and
collectively, the "Remaining Guarantors"), (all of the foregoing,
together with the Loan Agreement, as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced, being collectively referred to herein as
the "Financing Agreements").
Pursuant to the terms of the Financing Agreements, Borrowers
and Existing Guarantors have requested that (i) the Existing
Guarantors listed on Exhibit B annexed hereto (individually and
collectively, the "Released Guarantors") be released by Lender
from the financing arrangements set forth in the Existing
Agreements, (ii) that Lender release its security interest in any
and all assets of the Released Guarantors and (iii) Lender
release its security interest in those assets previously granted
to Lender by the Remaining Guarantors and Borrowers pursuant to
the Existing Agreements which have not also been granted to
Lender pursuant to the Loan Agreement and the other Financing
Agreements.
In consideration of the foregoing and other good and
valuable consideration, the parties hereby agree as follows:
1. Releases.
2. Subject to the terms and conditions contained
herein, Lender hereby releases, discharges and acquits each of
the Released Guarantors from: 2. the financing arrangements
heretofore entered into among Lender, Borrower and Existing
Guarantors pursuant to the Existing Agreements, all of which
arrangements and agreements with the Released Guarantors are
hereby terminated, canceled and of no further force and effect
and 2. payment and performance of all obligations, liabilities
and indebtedness to Lender of every kind, nature and description,
direct or indirect, absolute or contingent, joint and/or several,
secured or unsecured, due or not due, primary or secondary,
liquidated or unliquidated, contractual or tortious, however
acquired, arising under or in connection with the Existing
Agreements.
3. Lender hereby terminates and releases any and all
security interests in and liens upon any and all properties and
assets of the Released Guarantors heretofore granted, pledged,
assigned to, or otherwise claimed by, Lender, whether personal,
real or mixed, tangible or intangible, pursuant to the Existing
Agreements.
4. Lender hereby terminates and releases any and all
security interests in and liens upon all properties and assets of
Borrowers and the Remaining Guarantors heretofore granted,
pledged, assigned to or otherwise claimed by Lender except for
those properties and assets of Borrowers and Remaining Guarantors
of a type included in the definition of "Collateral" as such term
is defined in the Loan Agreement and the other Financing
Agreements.
5. Each of the Released Guarantors, for and in
consideration of the release above, does hereby release,
discharge and acquit Lender and its officers, directors, agents
and employees and their respective successors and assigns from
all obligations to the Released Guarantors (and their respective
successors and assigns) and from any and all claims, demands,
debts, accounts, contracts, liabilities, actions and causes of
action, whether in law or in equity, that any of the Released
Guarantors at any time had or has, or that they or their
respective successors or assigns hereafter can or may have
against Lender and its officers, directors, agents and employees
and their respective successors and assigns, directly or
indirectly arising out of or in any way related to the Existing
Agreements or any transactions thereunder.
6. Conditions Precedent. The effectiveness of the releases
contained in Section 1 hereof and any other termination
statements or other similar release instruments delivered in
connection herewith, is subject to and conditioned upon the
receipt by Lender of the following:
7. an original of this Agreement duly executed by the
parties hereto; and
8. originals of the Financing Agreements duly
executed by the parties hereto.
9. Further Assurances. At Borrowers' request, and at
Borrowers' expense, Lender agrees to execute and deliver
additional releases and/or termination statements and such other
and further documents, instruments and agreements as may be
reasonably requested in order to effect or evidence more fully
the matters covered hereby.
10. Counterparts. This Agreement may be executed in any
number of counterparts each of which shall be deemed to be an
original hereof and submissible into evidence and all of which
together shall be deemed to be a single instrument.
11. Construction. All references to "Lender" or "Borrower"
or "Guarantor" herein shall include their respective successors
and assigns. All references to "Borrowers" or "Guarantors"
herein shall mean each and all of them and their respective
successors and assigns, jointly and severally, individually and
collectively.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
By: __________________________
Title:________________________
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ACKNOWLEDGED AND AGREED:
CHARMING SHOPPES, INC.
By: __________________________
Title:________________________
CHARMING SHOPPES OF DELAWARE, INC.
By: __________________________
Title:________________________
CSI INDUSTRIES, INC.
By: __________________________
Title:________________________
FB APPAREL, INC.
By: __________________________
Title:________________________
EACH OF THE CORPORATIONS LISTED ON
SCHEDULE A TO EXHIBIT A ANNEXED HERETO
By: __________________________
Title:________________________
EACH OF THE CORPORATIONS LISTED ON
SCHEDULE B TO EXHIBIT A ANNEXED HERETO
By: __________________________
Title:________________________
EXHIBIT A TO RELEASE AGREEMENT
List of Existing Guarantors
EXHIBIT B TO RELEASE AGREEMENT
List of Released Guarantors
