Exhibit 10.1 - Letter Amendment to Stock Purchase Agreement dated June 20, 2003,
by and between the Company and Sun One Price, LLC.
ONE PRICE CLOTHING STORES, INC.
June 20, 2003
Sun One Price, LLC
c/o Sun Capital Partners, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and
C. ▇▇▇▇▇ ▇▇▇▇▇
Gentlemen:
Reference is made to (i) the Stock Purchase Agreement, dated as of June
18, 2003, (as amended pursuant to its terms, the "Agreement") between Sun One
Price, LLC, a Delaware corporation ("Purchaser") and One Price Clothing Stores,
Inc., a Delaware corporation (the "Company"). Capitalized terms not otherwise
defined in this letter agreement have the meanings set forth in the Agreement.
The terms of the Agreement are hereby amended by Purchaser and the
Company as follows:
(a) The Section 6.1(l) of the Agreement is hereby deleted in
its entirety and replaced with the following:
"Effective as of the Closing, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇.
Love shall have resigned from the board of directors of the
Company and all of the members of the board of directors of
One Price Realty, Inc. other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have
resigned from the board of directors of One Price Realty,
Inc., and the Company shall have taken such action (and caused
One Price Realty, Inc. to take such action) so that (i) ▇▇▇▇
▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇ shall be appointed to the board of directors of the
Company, (ii) ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ are appointed
to the Board of Directors of One Price Realty, Inc. and (iii)
those persons listed on Schedule 6.1(l) shall have been
appointed officers of the Company and One Price Realty, Inc.,
all in accordance with the terms of the constituent documents
of the Company and One Price Realty, Inc. and in compliance
with all applicable law."
(b) Other than as specifically modified herein and as clarified by
those certain letter agreements between Purchaser and the
Company, the Agreement, as amended hereby, shall remain in
full force and effect, and is hereby ratified and confirmed in
all respects.
(c) This Amendment may be executed in one or more counterparts
(including by means of telecopied signature pages), all of
which taken together shall constitute one and the same
instrument.
* * * * *
IN WITNESS WHEREOF, the parties have executed or caused this letter
agreement to be executed as of the date first written above.
Sincerely,
ONE PRICE CLOTHING STORES, INC.
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Its: Secretary and Vice President
--------------------------------------
Agreed and accepted this 20rd day of June, 2003
SUN ONE PRICE, LLC
By: /s/M. ▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------------------
Name: M. ▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------
Its: Vice President