Exhibit 4(g)(2) - Amendment 2 to Amended and Restated Credit Agreement with
Carolina First Bank
AMENDMENT NUMBER 2
TO
AMENDED AND RESTATED CREDIT AGREEMENT
January 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 ( 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 reduce the Net Worth covenant in the Credit
Agreement, effective January 30, 2003, 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(c) of the Credit Agreement is hereby amended by deleting the
number "$200,000" and replacing it with the number "$100,000."
2. 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 June 30, 2003.
3. 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. 2 in the amount of $50,000.
4. Section 5 of the Credit Agreement is hereby amended by deleting the existing
language appearing therein, and substituting therefor the following:
SECTION 5. COLLATERAL. To secure the prompt payment and
performance to Bank of the Obligations, Borrower hereby grants to Bank
a continuing security interest in and lien upon all the following
Property and interests in Property of Borrower, whether now owned or
existing or hereafter created, acquired or arising and wheresoever
located:
5.1 Real Property. The Mortgage dated October 30, 2001 and
recorded in the Register of Deeds Office for Greenville County on
October 31, 2001 in Book 3571, Page 1007 shall be cross-collateralized
with the Obligations so that the real property described in the
Mortgage shall serve as collateral for the Obligations.
5.2 Bank's Rights to the Property and the Transportation
Documents. Bank has the following rights until Borrowers have satisfied
the requirements of Section 2.1(e).
(a) Bank's Ownership Rights. Borrowers have
conveyed and assigned to Bank all rights they may have in the
Property and the Transportation Documents, and Bank shall have
the unqualified right to the possession and disposal of any
and all Property and Transportation Documents.
(b) No Waiver by Bank. Nothing Bank does or
attempts to do, including the sale or disposal of the Property
or the transfer and assignment of the Transportation
Documents, in connection with protecting its rights in the
Property and the Transportation Documents shall operate as a
waiver or an estoppel to its right to be paid for Borrowers'
Obligations pursuant to Section 2.
5. 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 have a Net Worth of at least the
following amounts as at the end of the following time periods:
(i) $6,000,000 as of 1/30/03 (ii) $4,281,000 as of 2/28/03 (iii) $3,499,000 as
of 3/31/03 (iv) $4,362,000 as of 4/30/03 (v) $5,004,000 as of 5/31/03
6. Section 9.1 of the Credit Agreement is hereby amended by adding 9.1(h)
as follows:
(h) any event of default occurs under, or any of Borrowers
default in the performance or observance of, any term, covenant,
condition or agreement contained in any other note, mortgage, or other
document evidencing an obligation to Bank, and such default shall
continue beyond any applicable period of grace, if any.
7. 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 2 on the one hand and the Credit
Agreement on the other hand, the terms of this Amendment Number 2 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