1532808.v2
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AMENDMENT NO. 1 TO OPTION AGREEMENT
This Amendment No. 1 to Option Agreement ("First Amendment")
is made effective this ____ day of January, 2006, by and between
RONHOW, LLC, a Georgia limited liability company (the
"Participant") having an office at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx
000, Xxxxxxx, Xxxxxxx 00000, Attention: Xxx Xxxxxxxx, and
Harold's Stores, Inc., an Oklahoma corporation (the "Company"),
with reference to the following circumstances:
A. Pursuant to that certain Option Agreement dated
effective April 30, 2004 (the "Agreement"), by and between
the Participant and the Company, the Participant acquired an
option to acquire shares of the Company's Series 2003-A
Preferred Stock.
B. The Participant and the Company desire to amend
certain provisions of the Agreement, as provided herein.
C. Capitalized terms used in this First Amendment and
not defined shall have the meanings ascribed to them in the
Agreement.
NOW THEREFORE, in consideration of the foregoing recitals
and the mutual promises, representations, warranties and
covenants hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment to Section 1.1 of the Agreement
.. Section 1.1 of the Agreement is hereby amended and restated in
its entirety as follows:
1.1 Option. Subject to the terms and
conditions of this Agreement, the Company
grants to Participant an option (the
"Option") to purchase at a price per share
("Purchase Price Per Share") of One Hundred
Dollars ($100.00) up to 20,000 shares, plus
such additional shares as may be purchased in
exchange for forgiveness of accrued but
unpaid interest on the New Participation (the
"2003-A Shares") of authorized but unissued
shares of its Series 2003-A Preferred Stock
which may be exercised if the Company has not
on or before the Option Start Date caused the
New Participation to have been repaid in
full. Unless otherwise agreed to by the
Company and Participant at the time of any
repayment, any repayments of Restricted
Advances (as defined in the Loan Agreement)
shall be applied first to repayment of the
Existing Participation and then to the
repayment of the New Participation.
Participant may purchase from the Company
such number of 2003-A Shares as is equal to
the principal amount of the New Participation
remaining outstanding, plus any accrued but
unpaid interest, at the date of Closing of
the exercise of the Option divided by the
Purchase Price Per Share. Participant may
exercise the Option in whole or in part at
any time after the Option Start Date and
prior to the repayment in full by the Company
of the New Participation by giving written
notice of exercise to the Company after the
Option Start Date. After the Option Start
Date, if the Company intends to repay all or
any part of the New Participation, it shall
give at least ten (10) days written notice to
the Participant and during such ten (10) day
period, the Participant may exercise the
Option in whole or in part. Payment of the
Purchase Price for the 2003-A Shares which
the Participant purchases by any exercise of
the Option will be paid by the Participant by
forgiving such portion of the principal
amount of the New Participation equal to the
purchase price of the 2003-A Shares
purchased. Participant will execute and
deliver such documents and instruments to
evidence such forgiveness as either the
Company or WFRF may request.
2. No Other Amendment
.. Except as provided in this First Amendment, all other
provisions of the Agreement shall continue in full force and
effect.
3. Counterparts
.. This First Amendment may be executed in counterparts, each of
which shall be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
First Amendment as of the date above set forth.
"COMPANY"
Harold's Stores, Inc.
By:
Xxxxxxx Xxxxxx
Interim Chief Executive Officer
"PARTICIPANT"
RONHOW, LLC, a Georgia limited liability company
By:Ronus, Inc., a Georgia corporation, Managing
Member
By:
Xxxxxx X. Xxxxxxxx, President
