EXHIBIT 4.4
AMENDMENT NO. 1
TO
AMENDMENT NO. 2 AND WAIVER
TO LOAN AND SECURITY AGREEMENT
July 25, 2002
Congress Financial Corporation, as Agent
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Reference is made to the Amendment No. 2 to Financing Agreements, dated as
of May 17, 2002 ("Amendment No. 2"), by and among Congress Financial
Corporation, a Delaware corporation, in its capacity as Administrative Agent,
Collateral Agent, Joint Lead Arranger and Joint Bookrunner (in such capacity,
"Agent") for the financial institutions from time to time party to the Loan
Agreement (as hereinafter defined) as lenders (each individually, a "Lender" and
collectively, "Lenders"), and Charming Shoppes, Inc., a Pennsylvania corporation
("Parent"), Charming Shoppes of Delaware, Inc., a Pennsylvania corporation ("CS
Delaware"), CSI Industries, Inc., a Delaware corporation ("CSI"), FB Apparel,
Inc., an Indiana corporation ("FB Apparel"), Catherines Stores Corporation, a
Tennessee corporation ("Catherines") and Lane Xxxxxx, Inc., a Delaware
corporation ("LB", and, together with Parent, CS Delaware, CSI, FB Apparel and
Catherines hereinafter referred to each individually, as a "Borrower" and
collectively, as "Borrowers"), CS Delaware, in its capacity as agent for itself
as a Borrower and for the other Borrowers ("Borrowers' Agent").
The parties hereto agree that Section 7 of Amendment No. 2 is hereby
amended by deleting the reference to "sixty (60) days" in clause (b) thereof and
substituting "one hundred twenty (120) days" therefor.
Except as expressly modified pursuant hereto, no other changes or
modifications to Amendment No. 2 are intended or implied and in all other
respects Amendment No. 2 is hereby specifically ratified, restated and confirmed
by all parties hereto as of the date hereof. To the extent of conflict between
the terms of this amendment and Amendment No. 2, the terms of this amendment
shall control.
This amendment may be executed in one or more counterparts, each of which
when so executed shall be deemed to be an original but all of which when taken
together shall constitute one and the same instrument. In making proof of this
amendment, it shall not be necessary to produce or account for more than one
counterpart hereof signed by each of the parties hereto. This amendment may be
executed and delivered by telecopier with the same force and effect as if it
were a manually executed and delivered counterpart.
3
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be
duly executed and delivered by their authorized officers as of the date and year
first above written.
BORROWERS
CHARMING SHOPPES, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------
Xxxx X. Xxxxxxx
Executive Vice President
CHARMING SHOPPES OF DELAWARE, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------
Xxxx X. Xxxxxxx
Vice President
CSI INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------
Xxxx X. Xxxxxxx
Vice President
FB APPAREL, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------
Xxxx X. Xxxxxxx
Vice President
LANE XXXXXX, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------
Xxxx X. Xxxxxxx
Executive Vice President
[SIGNATURES CONTINUED ON NEXT PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
CATHERINES STORES CORPORATION
By: /s/ Xxxx X. Xxxxxxx
-------------------
Xxxx X. Xxxxxxx
Executive Vice President
BORROWERS' AGENT
CHARMING SHOPPES OF DELAWARE, INC.,
as Borrowers' Agent
By: /s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Vice President
AGENT
CONGRESS FINANCIAL CORPORATION,
as Administrative Agent, on behalf of the Required Lenders
and Required Term Loan Lenders
By: /s/ Xxxxxx X. Xxxxx
Title: Vice President
[SIGNATURES CONTINUED ON NEXT PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
CONSENTED TO:
By Each of the Obligors
on Exhibit A Annexed Hereto
/s/ Xxxx X. Xxxxxxx
Its: In the capacity as set forth on Exhibit A
By Each of the Obligors
on Exhibit B Annexed Hereto
/s/ Xxxxx X. Xxxxx
Its: Vice President
EXHIBIT "A"
XXXX X. XXXXXXX
CATHERINES, INC. Vice President
CATHERINES C.S.A.C, INC. Vice President
CATHERINES C.S.I.C., INC. President
XXXXXXXXXX.XXX, INC. (DE) Vice President
XXXXXXXXXX.XXX, INC. (TN) Vice President
CATHERINES OF CALIFORNIA, INC. Vice President
CATHERINES OF NEVADA, INC. Vice President
CATHERINES OF PENNSYLVANIA, INC. Vice President
CATHERINES PARTNERS-INDIANA, L.L.P. by its
Managing Partner, Catherines Stores of Indiana, Inc. Vice President
CATHERINES PARTNERS-TEXAS, L.P. by its General
Partner, Catherines Stores of Texas, Inc. Vice President
CATHERINES PARTNERS-WASHINGTON, G.P. by its
Managing Partner, Catherines, Inc. Vice President
CATHERINES STORES OF INDIANA, INC. Vice President
CATHERINES STORES OF TEXAS, INC. Vice President
CHARM-FIN STORES, INC. Vice President
CHARMING SHOPPES INTERACTIVE, INC. Vice President
CS INVESTMENT COMPANY President
CSD ACQUISITION CORP. Vice President
C.S.I.C., INC. President
CSIM, INC. President
KAFCO DEVELOPMENT CO., INC. Vice President
COLUMBIA #2589 DEVELOPMENT CO., INC. Vice President
FESTUS #2733 DEVELOPMENT CO., INC. Vice President
MACOMB #2619 DEVELOPMENT CO., INC. Vice President
ROLLA #2685 DEVELOPMENT CO., INC. Vice President
SIKESTON #2736 DEVELOPMENT CO., INC. Vice President
YUCCA #2524 DEVELOPMENT CO., INC. Vice President
FASHION BUG OF CALIFORNIA, INC. Vice President
FB CLOTHING, INC. Vice President
FB DISTRO, INC. Vice President
FSHC, INC. Vice President
LANCO, INC. Executive Vice President
LANE XXXXXX PURCHASING CORPORATION Executive Vice President
LBH, INC. (NV) Executive Vice President
MODERN WOMAN HOLDINGS, INC. Vice President
MODERN WOMAN, INC. (DE) Vice President
MODERN WOMAN, INC. (MI) Vice President
MODERN WOMAN SPECIALTY, INC. Vice President
(CATHERINE'S) OPERATING STORE CORPORATIONS Vice President
(FASHION BUG) OPERATING STORE CORPORATIONS Vice President
SIERRA NEVADA FACTORING, INC. Executive Vice President
VENICE ACQUISITION CORPORATION Vice President
WINKS LANE, INC. Vice President
EXHIBIT "B"
XXXXX X. XXXXX
C.S.A.C., INC. Vice President
C.S.F. CORP. Vice President
