EXHIBIT 10.1.14
Dated as of December 21, 1998
Charming Shoppes, Inc.
000 Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
Re: Amendment No. 2 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")
Gentlemen:
In consideration of the mutual agreements contained herein
and other good and valuable consideration, each of Borrowers,
Borrowers' Agent and Congress agree as follows:
1. Capitalized terms used herein shall have the meanings
ascribed thereto in the Loan Agreement, unless otherwise defined
herein.
2. The Loan Agreement shall be and is amended, effective as
of the date hereof, as follows:
(a) Section 9.13 (Adjusted Net Worth) is amended by
deleting the figure of "$350,000,000" and inserting
"$300,000,000" in its stead.
(b) Section 12.1(a) is amended by deleting the date of
"June 1, 1999" set forth therein and inserting the date "June 1,
2000" in its stead.
(c) Section 12.1(c) is amended by deleting the date
"June 1, 1999" and inserting the date "June 1, 2000" in its
stead.
(d) Section 12.1(c) is also amended by, immediately
before the proviso therein, i) deleting the date "December 1,
1998" set forth therein and inserting the date "December 1, 1999"
in its stead and ii) deleting the date "November 30, 1998" set
forth therein and inserting the date "November 30, 1999" in its
stead.
3. Reference is also made to the letter from Congress to
the Company, dated November 19, 1997 in respect of the Stock
Repurchase Program (the "November 19, 1997 Consent Letter").
(a) The following definition shall be and is added to
the November 19, 1997 Consent Letter:
"The Term 'Notes Repurchase Program' shall
mean, collectively, the use of the Company's
own funds to purchase from time to time in
the open market or in privately-solicited
purchases the Company's Subordinated Notes."
(b) Effective as of the date thereof, the November 19,
1997 Consent Letter shall be and is hereby amended to provide
that the conditions of clauses (a), (b) and (c) of the first
paragraph thereof are also applicable to the Company's
Subordinated Notes repurchased by the Company pursuant to the
Notes Repurchase Program.
(c) Notwithstanding the provisions of Section 9.9 of
the Loan Agreement or any other provision therein, Congress (i)
hereby consents to the Company purchasing the Subordinated Notes
pursuant to the Notes Repurchase Program on the terms and
conditions set forth in and as provided in the November 19, 1997
Consent Letter, as amended above, and (ii) hereby agrees that the
Notes Repurchase Program on the terms and conditions set forth in
the November 19, 1997 Consent Letter, as amended above, shall not
constitute a default under the Loan Agreement or any of the other
Financing Agreements.
(d) Except as amended above, the November 19, 1997
Consent Letter shall continue in full force and effect.
4. In addition to the representations, warranties and
covenants heretofore or hereafter made by the Company and the
other Borrowers to Congress pursuant to the Loan Agreement and
the other Financing Agreements, each of the Borrowers hereby
represents, warrants and covenants to and with Congress as
follows (which representations, warranties and covenants are
continuing and shall survive the execution and delivery of this
letter and shall be incorporated into and made a part of the
Financing Agreements):
(a) No Event of Default exists or has occurred and is
continuing on the date of this Amendment; and
(b) this Amendment has been duly executed and delivered
by the Company and each of the other Borrowers, has been
consented to by each of the other Obligors and is in full force
and effect on the date hereof.
5. This Amendment (a) shall be effective, as of the date
hereof, upon execution of this letter by the Borrowers and
Congress, and (b) contains the entire agreement of the parties
with respect to the subject matter hereof and supersedes all
correspondence, memoranda, communications, discussions and
negotiations with respect thereto. Except as expressly set forth
above, no existing defaults or Events of Default and no rights or
remedies of Congress have been or are being waived hereby and no
changes or modifications to the Financing Agreements have been or
are being made or are intended hereby and in all other respects
the Financing Agreements shall continue in full force and effect.
6. This Amendment may be executed and delivered in
counterparts, all of which together shall constitute a complete
agreement.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
By:___________________________
Title:________________________
AGREED AND ACCEPTED:
CHARMING SHOPPES, INC.
_____________________________
By: Xxxx X. Xxxxxxx
Title: Vice President
CHARMING SHOPPES OF DELAWARE, INC.
_____________________________
By: Xxxx X. Xxxxxxx
Title: Vice President
CSI INDUSTRIES, INC.
_____________________________
By: Xxxx X. Xxxxxxx
Title: Vice President
[SIGNATURES CONTINUE ON NEXT PAGE]
[SIGNATURES CONTINUED FROM PRECEDING PAGE]
FB APPAREL, INC,
_____________________________
By: Xxxx X. Xxxxxxx
Title: Vice President
BORROWERS' AGENT
CHARMING SHOPPES OF DELAWARE, INC.,
BORROWERS' AGENT
_____________________________
By: Xxxx X. Xxxxxxx
Title: Vice President
CONSENTED TO:
By Each of the Obligors
on the List Annexed Hereto
_____________________________
XXXXX X. XXXXX
Its:________________________
By Each of the Obligors
on the List Annexed Hereto
_____________________________
XXXX X. XXXXXXX
Its:________________________
Attachment to Amendment dated as of December 21, 1998,
amending Second Amended & Restated Loan and Security Agreement.
Obligors on behalf of which XXXXX X. XXXXX has signed as Vice
President:
C.S.A.C., Inc.
C.S.F. Corp
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, Inc. - Vice President
FB Clothing, Inc. - Vice President
International Apparel, Inc. - Vice President
Operating Retail Stores - Vice President
