0001104659-03-024361 Sample Contracts

Re: Junior Participation Agreement
Junior Participation Agreement • October 31st, 2003 • One Price Clothing Stores Inc • Retail-women's clothing stores • New York

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.

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