AMENDMENT NUMBER 1
TO
AMENDED AND RESTATED CREDIT AGREEMENT
November 1, 2002
One Price Clothing Stores, Inc.
0000 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
One Price Clothing of Puerto Rico, Inc.
0000 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
One Price Clothing - U.S. Virgin Islands, Inc.
0000 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Gentlemen:
Carolina First Bank ("Bank"), One Price Clothing Stores, Inc. ("One Price"), One
Price Clothing of Puerto Rico, Inc. ("One Price, P.R."), and One Price Clothing
- U.S. Virgin Islands, Inc. ("One Price V.I.", and together with One Price and
One Price, P.R., individually referred to as a "Borrower" and collectively as
"Borrowers") have entered into certain financing arrangements pursuant to the
Amended and Restated Credit Agreement, dated June 21, 2002, between Bank and
Borrowers. All capitalized terms used herein and not herein defined shall have
the meanings given to them in the Credit Agreement.
Borrowers have requested that Bank reduce the Net Worth covenant in the Credit
Agreement, effective November 1, 2002, and Bank is willing to agree to this
Amendment, subject to the terms and conditions set forth herein.
In consideration of the foregoing, the mutual agreements and covenants contained
herein and other good and valuable consideration, the parties hereto agree as
follows:
1. Section 8.6 of the Credit Agreement is hereby amended by
deleting the existing language appearing therein, and
substituting therefor the following:
Net Worth. Borrowers shall maintain at all times through May 3, 2003
a Net Worth of not less than $9,000,000. Borrowers
shall maintain at all times from and after May 3, 2003 a Net
Worth of not less than $12,000,000.
2. Miscellaneous.
a. This Amendment contains the entire agreement of the parties with respect to
the specific subject matter hereof and supersedes all prior or contemporaneous
term sheets, proposals, discussions, negotiations, correspondence, commitments,
and communications between or among the parties concerning the subject matter
hereof. This Amendment may not be modified or any provision waived, except in
writing, signed by the party against whom such modification or waiver is sought
to be enforced. Except as specifically modified herein, the Credit Agreement is
hereby ratified, restated, and confirmed by the parties hereto as of the
effective date hereof. To the extent of a conflict between the terms of this
Amendment Number 1 on the one hand and the Credit Agreement on the other hand,
the terms of this Amendment Number 1 shall control.
b. Governing Law. This Amendment and the rights and the obligations hereunder of
each of the parties hereto shall be governed by and interpreted and determined
in accordance with the laws of the State of South Carolina, with regard to
principals of conflicts of law. c. Binding Effect. This Amendment shall be
binding and inure to the benefit to each of the parties hereto and their
respective successors and assigns. d. Counterparts. This Amendment may be
executed in any number of counterparts, but all of such counterparts shall
together constitute but one in the same agreement. In making proof of this
Amendment, it shall not be necessary to produce or account for more than one
counterpart thereof signed by each of the parties hereto. By the signature
hereto of each of their duly authorized officers, all of the parties hereto
mutually covenant and agree as set forth herein.
Sincerely,
Carolina First Bank
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxxxxx
Executive Vice President
AGREED AND ACCEPTED:
One Price Clothing Stores, Inc.
By: /s/ C. Xxxx Xxxxx
-----------------------------
C. Xxxx Xxxxx
Title: Vice President - Finance & Treasurer
One Price Clothing of Puerto Rico, Inc.
By: /s/ C. Xxxx Xxxxx
-----------------------------
C. Xxxx Xxxxx
Title: Vice President & Treasurer
One Price Clothing - U.S. Virgin Islands, Inc.
By: /s/ C. Xxxx Xxxxx
-----------------------------
C. Xxxx Xxxxx
Title: Vice President & Treasurer
