REGISTRATION AGREEMENTRegistration Agreement • July 3rd, 2003 • One Price Clothing Stores Inc • Retail-women's clothing stores • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of June 27, 2003, by and among One Price Clothing Stores, Inc., a Delaware corporation (the “Company”), Sun One Price, LLC, a Delaware limited liability company (“Sun”), and each Person whose name appears on the signature page hereto or who otherwise hereafter becomes a party to this Agreement (collectively, the “Other Investors”). Sun and the Other Investors are collectively referred to herein as the “Stockholders,” and are individually referred to herein as a “Stockholder.” Otherwise undefined capitalized terms used herein are defined in Section 9 hereof.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 3rd, 2003 • One Price Clothing Stores Inc • Retail-women's clothing stores • Delaware
This MANAGEMENT SERVICES AGREEMENT (the “Agreement”), dated as of June 27, 2003 (the “Effective Date”), is entered into by and between One Price Clothing Stores, Inc., a Delaware corporation with offices at 1875 East Main Street, Duncan, South Carolina 29334 (the “Company”), and Sun Capital Partners Management III, LLC, a Delaware limited liability company with offices at 5200 Town Center Circle, Suite 470, Boca Raton, Florida 33486 (the “Manager”).
STOCKHOLDERS’ AGREEMENTStockholders' Agreement • July 3rd, 2003 • One Price Clothing Stores Inc • Retail-women's clothing stores • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made as of June 27, 2003, by and among (i) Sun One Price, LLC, a Delaware limited liability company (“Sun”), (ii) each Person whose name appears on the signature page hereto or who otherwise hereafter becomes a party to this Agreement (collectively, the “Minority Stockholders”), and One Price Clothing Stores, Inc., a Delaware corporation (the “Company”). Certain other capitalized terms used herein are defined in Section 1.
ASSIGNMENT AGREEMENTAssignment Agreement • July 3rd, 2003 • One Price Clothing Stores Inc • Retail-women's clothing stores • Delaware
THIS ASSIGNMENT AGREEMENT, dated as of June 27, 2003, is entered into by and between Sun One Price, LLC, a Delaware limited liability company (“Sun”), Randolph Street Partners V, an Illinois general partnership (“RSP”), H.I.G. Sun Partners, Inc., a Cayman Islands corporation (“HIG”) and Glenn Oken (“Oken”).
STOCK PURCHASE AGREEMENT -by and among- SUN ONE PRICE, LLC a Delaware limited liability company, and ONE PRICE CLOTHING STORES, INC., a Delaware corporation, Dated: June 18, 2003Stock Purchase Agreement • July 3rd, 2003 • One Price Clothing Stores Inc • Retail-women's clothing stores • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 18th day of June, 2003, by and among SUN ONE PRICE, LLC, a Delaware limited liability company (the “Purchaser”), and ONE PRICE CLOTHING STORES, INC., a Delaware corporation (the “Company”). Capitalized terms not defined when used are defined in Article I hereof.
June 27, 2003Junior Participation Agreement • July 3rd, 2003 • One Price Clothing Stores Inc • Retail-women's clothing stores • Massachusetts
Reference is made to the Loan and Security Agreement between, on the one hand, One Price Clothing Stores, Inc., a Delaware corporation, and the other borrowers party thereto (collectively, the “Borrowers”), and, on the other hand, Congress Financial Corporation (Southern), a Georgia corporation (“Lender”), dated as of March 25, 1996 (as amended, modified, supplemented and restated from time to time, the “Loan Agreement”), together with any other agreements, supplements, documents and instruments relating thereto or executed in connection therewith, all as from time to time amended, modified, supplemented, and restated (collectively, the “Financing Agreements”). All initially capitalized terms used herein shall have the same meaning as set forth in the Loan Agreement unless otherwise defined herein.
