EXHIBIT 10.1.10
October 26, 2000
Charming Shoppes, Inc.
000 Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
Re: Amendment No. 4 to Second Amended and Restated
Loan and Security Agreement, dated February 28,
1997 (as amended and supplemented, the "Loan
Agreement") among Charming Shoppes, Inc. (the
"Company"), certain subsidiaries of the Company
which are parties thereto (collectively, with the
Company, "Borrowers"), Borrowers' Agent and
Congress Financial Corporation ("Congress")
Ladies and Gentlemen:
The Company has advised Congress that (a) the Company has
organized Charming J.V. Inc., a Delaware corporation, ("New
Subsidiary") and all of the issued and outstanding stock of New
Subsidiary is owned by the Company, (b) New Subsidiary has
entered into or is about to enter into a joint venture agreement,
dated on or about the date hereof, with Monsoon Accessorize, Ltd.
(the "ER Joint Venture Agreement") to form M and A Joint Venture
LLC (the "EJV") for the sale of casual to better wear garments
and accessories ("ER Joint Venture"), pursuant to which the
Company has approved an $8,000,000 equity commitment.
Capitalized terms used herein which are defined in the Loan
Agreement shall have the respective meanings ascribed to such
terms in the Loan Agreement.
This will confirm that Congress consents to (a) the
organization of New Subsidiary and (b) the equity investments in
the EJV, provided, that:
(i) no Event of Default exists at the time of the
formation (or after giving effect thereto) of
the ER Joint Venture; and
(ii) ER Joint Venture is consummated on or before
November 15, 2000.
Borrowers hereby confirm, that after giving effect to the
transactions contemplated by the ER Joint Venture Agreement,
Borrowers and Obligors shall only be permitted, pursuant to the
terms of the Loan Agreement, to make additional cash investments
in joint ventures including, without limitation, the EJV, in an
amount not to exceed $2,000,000, provided, that, all of the other
conditions set forth in Section 9.10 of the Loan Agreement and
otherwise are satisfied with respect to any such investment.
This will also confirm that Congress agrees that New
Subsidiary, EJV and any subsidiary of EJV, shall each be deemed
to be an Excluded Subsidiary.
Notwithstanding anything to the contrary set forth in
Sections 9.9 and 9.10 of the Loan Agreement, this will also
confirm that Congress agrees that the Company may execute
guaranties in favor of lessors of retail stores with respect to
the obligations of EJV, and subsidiaries of EJV, as the case may
be, to make rental payments to such lessors with respect to
retail stores operated by EJV and subsidiaries of EJV after the
date hereof (collectively, the AEJV Store Leases@), provided,
that, after giving effect to each such guarantee each of the
following conditions is satisfied: (a) the aggregate amount
guaranteed under all such EJV Store Leases does not exceed
$16,000,000 in the aggregate at any time, (b) there does not
exist any Event of Default or condition which with notice or
passage of time or both, would constitute an Event of Default at
the time such guarantee is made, and (c) such guarantee is
unsecured indebtedness of the Company. The Company shall, at the
request of Lender, deliver to Lender true and correct copies of
any or all of the EJV Store Leases and related guarantees.
Except as expressly set forth herein, no existing defaults
or Events of Default and no rights or remedies of Congress have
been or are being waived hereby and no changes in the Financing
Agreements have been or are being made or intended hereby, and in
all other respects, the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties
hereto as of the date hereof.
The foregoing shall be effective, as of the date hereof,
upon execution of this letter by Borrowers and the other entities
listed below.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
By:___________________________
Title:________________________
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AGREED AND ACCEPTED:
CHARMING SHOPPES, INC.
By:_________________________
Title:______________________
CHARMING SHOPPES OF DELAWARE, INC.
By:_________________________
Title:______________________
CSI INDUSTRIES, INC.
By:_________________________
Title:______________________
FB APPAREL, INC,
By:_________________________
Title:______________________
BORROWERS' AGENT
CHARMING SHOPPES OF DELAWARE, INC.,
BORROWERS' AGENT
By:_________________________
Title:______________________
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CONSENTED TO:
By Each of the Obligors
on Exhibit A Annexed Hereto
____________________________
Its:________________________
By Each of the Obligors
on Exhibit B Annexed Hereto
____________________________
Its:________________________
EXHIBIT "A" TO CONGRESS FINANCIAL CONSENT
Obligors on behalf of which Xxxxx X. Xxxxx has signed as Vice
President:
C.S.A.C., Inc.
C.S.F., Corp.
EXHIBIT "B" TO CONGRESS FINANCIAL CONSENT
Obligors on behalf of which Xxxx X. Xxxxxxx has signed in the
capacity noted below:
C.S.I.C., Inc. -President
Charm-Fin Stores, Inc. -Vice President
Fashion Bug of California -Vice President
FB Clothing, Inc. -Vice President
International Apparel, Inc. -Vice President
Operating Retail Stores -Vice President
