Exhibit 4(g)(3) - Amendment 3 to Amended and Restated Agreement
with Carolina First
AMENDMENT NUMBER 3
TO
AMENDED AND RESTATED CREDIT AGREEMENT
April 30, 2003
One Price Clothing Stores, Inc.
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One Price Clothing of Puerto Rico, Inc.
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One Price Clothing - U.S. Virgin Islands, Inc.
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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, as amended by Amendment No. 1, dated November 1, 2002, and Amendment
No. 2, dated January 30, 2003 ( the "Credit Agreement"). 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 delete the Net Worth covenant in the Credit
Agreement, 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 2.1(d) of the Credit Agreement is hereby amended by deleting the
existing language appearing therein, and substituting therefor the following:
(d) The term of each individual Letter of Credit issued shall
not exceed ninety (90) days, and the expiration date of a Letter of
Credit shall not extend beyond July 31, 2003. All Letters of Credit
that expire between June 30, 2003 and July 31, 2003 cannot, in the
aggregate, exceed $750,000.
2. Section 3.1 of the Credit Agreement is hereby amended by deleting the
existing language appearing therein, and substituting therefor the following:
Borrowers shall pay to Bank an additional facility fee for
Amendment No. 3 in the amount of $10,000.
3. Section 8.6 of the Credit Agreement is hereby deleted. 4.
Miscellaneous.
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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 3 on the one hand and the Credit
Agreement on the other hand, the terms of this Amendment Number 3 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Executive Vice President
AGREED AND ACCEPTED:
ONE PRICE CLOTHING STORES, INC.
By: /s/ C. ▇▇▇▇ ▇▇▇▇▇
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C. ▇▇▇▇ ▇▇▇▇▇
Vice President - Finance & Treasurer
ONE PRICE CLOTHING OF
PUERTO RICO, INC.
By: /s/ C. ▇▇▇▇ ▇▇▇▇▇
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C. ▇▇▇▇ ▇▇▇▇▇
Vice President - Finance & Treasurer
ONE PRICE CLOTHING -
U.S. VIRGIN ISLANDS, INC.
By: /s/ C. ▇▇▇▇ ▇▇▇▇▇
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C. ▇▇▇▇ ▇▇▇▇▇
Vice President - Finance & Treasurer