ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
EXHIBIT 4(l) Amendment Number One to the Continuing Commercial Credit Agreement by and between
Carolina First Bank as Lender and the Registrant, One Price Clothing of Puerto Rico,
Inc. and One Price Clothing - U.S. Virgin Islands, Inc. as Borrowers dated March 20,
1998.
AMENDMENT NUMBER 1
TO
CONTINUING COMMERCIAL CREDIT AGREEMENT
March 20, 1998
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 Continuing Commercial Credit Agreement, dated May 16, 1997,
between Bank and Borrowers (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 agree (a) to reduce the amount of
the Adjusted Net Worth required of Borrowers to be maintained during the term of
the Credit Agreement, and (b) to amend the Credit Agreement to reflect Bank's
agreement to reduce the Adjusted Net Worth; 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 8.6 of the Credit Agreement is hereby amended by
deleting the number "$34,000,000" appearing therein, and
substituting therefor, the number "$25,000,000", effective as
of January 30, 1998.
2. Miscellaneous.
a. Entire Agreement; Ratification and Confirmation of
the Credit Agreement.
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
thought to be enforced. Except as specifically
modified specifically hereto, 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 and the Credit Agreement, the terms of this
Amendment 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 internal laws of the state of
South Carolina, with regard to principals of
conflicts of law.
c. Binding Affect.
This Amendment shall be binding and enure 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.
Yours very truly,
Carolina First Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Title: Executive Vice President
AGREED AND ACCEPTED:
One Price Clothing Stores, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Title: Executive Vice President and Chief Financial Officer
One Price Clothing of Puerto Rico, Inc.
By: /s/ C. ▇▇▇▇ ▇▇▇▇▇
C. ▇▇▇▇ ▇▇▇▇▇,
Title: Treasurer
One Price Clothing - U.S. Virgin Islands, Inc.
By: /s/ C. ▇▇▇▇ ▇▇▇▇▇
C. ▇▇▇▇ ▇▇▇▇▇,
Title: Treasurer
