EXHIBIT 10.1.16
November __, 1999
Charming Shoppes, Inc.
000 Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
Re: 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
Rose Merger Sub, Inc., a Tennessee corporation, ("Rose") and all of the
issued and outstanding stock of Rose is owned by the Company, and (b) Rose
has entered into an Agreement and Plan of Merger dated as of November 15,
1999 among Xxxx, Xxxxxxxxx Stores Corporation, a Tennessee corporation
("Xxxxxxxxx Stores"), and the Company, pursuant to which (i) Rose shall
purchase one hundred (100%) percent of the outstanding stock of Xxxxxxxxx
Stores, and (ii) as soon as practicable, after the purchase by Rose of all
of the outstanding stock of Xxxxxxxxx Stores, Rose shall be merged with and
into Xxxxxxxxx Stores, with Xxxxxxxxx Stores being the survivor of the
merger (collectively, the "Xxxxxxxxx Stores Merger Transaction").
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
Rose and (b) the Xxxxxxxxx Stores Merger Transaction, provided that:
(i) no Event of Default exists at the time of the
consummation (or after giving effect thereto) of the
Xxxxxxxxx Stores Merger Transaction;
(ii) Borrowers have not less than $50,000,000 of
Excess Availability immediately after consummation of
the Xxxxxxxxx Stores Merger Transaction; and
(iii) the Xxxxxxxxx Stores Merger Transaction is
consummated on or before January 31, 2000.
This will also confirm that Congress agrees that(a) Rose shall be
deemed to be an Excluded Subsidiary, (b) upon consummation of the Xxxxxxxxx
Stores Merger Transaction, Xxxxxxxxx Stores and any Subsidiary of Xxxxxxxxx
Stores (except for any presently existing Subsidiary of Borrowers,
excluding Xxxxxxxxx Stores, which is not now an Excluded Subsidiary), shall
be deemed to be Excluded Subsidiaries.
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:________________________
