EXHIBIT 10.1.14
July 30, 1999
Charming Shoppes, Inc.
000 Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
Re: Second Amended and Restated Loan and Security Agreement,
dated February 28, 1997 (as amended and supplemented, the "Loan
Agreement") among Charming Shoppes, Inc. (the "Company"), certain
subsidiaries of the Company which are parties thereto
(collectively, with the Company, "Borrowers"), Borrowers' Agent
and Congress Financial Corporation ("Congress")
Ladies and Gentlemen:
The Company has advised Congress that (a) the Company has organized
CSD Acquisition Corp., a Delaware corporation, ("CSD") and all of the
issued and outstanding stock of CSD is owned by the Company, (b) CSD has
entered into an agreement to acquire (the "Modern Woman Acquisition") 100%
of the stock of Modern Woman Holdings, Inc., a Delaware corporation,
("Holdings") which owns 100% of the stock of Modern Woman, Specialty, Inc.,
a California corporation, ("Specialty") which in turn owns 100% of the
stock of Modern Woman, Inc., a Delaware corporation, ("MW Delaware"),
which in turn owns 100% of the stock of Modern Woman, Inc., a Michigan
corporation ("MW Michigan"). Holdings also owns 100% of the stock of
Modern Woman Name Holdings, Inc., a Delaware corporation ("MW Name").
Capitalized terms used herein which are defined in the Loan Agreement
shall have the respective meanings ascribed to such terms in the Loan
Agreement.
This will confirm that Congress consents to (a) the organization of
CSD and (b) the Modern Woman Acquisition, provided that:
(i) no Event of Default exists at the time of the
consummation (or after giving effect thereto) of the
Modern Woman Acquisition;
(ii) Borrowers have not less than $50,000,000 of
Excess Availability immediately after consummation of
the Modern Woman Acquisition; and
(iii) the Modern Woman Acquisition is consummated
on or before September 30, 1999.
This will also confirm that Congress agrees that (a) CSD, shall be
deemed to be an Excluded Subsidiary, (b) upon consummation of the Modern
Woman Acquisition, each of Holdings, Specialty, MW Delaware, MW Michigan,
MW Name (collectively with CSD, the "MW Companies") and any other
Subsidiary of any of the MW Companies (except for any presently existing
Subsidiary of Borrowers, excluding the MW Companies, which is not now an
Excluded Subsidiary), shall be deemed to be Excluded Subsidiaries.
This will also confirm that Congress agrees that the Company and
Charming Shoppes of Delaware, Inc. may execute guaranties of the
obligations of any of the MW Companies or any Subsidiary thereof, provided
that the aggregate amount guaranteed thereunder does not exceed $20,000,000
in the aggregate at any time.
Except as expressly set forth herein, no existing defaults or Events
of Default and no rights or remedies of Congress have been or are being
waived hereby and no changes in the Financing Agreements have been or are
being made or intended hereby, and in all other respects, the Financing
Agreements are hereby specifically ratified, restated and confirmed by all
parties hereto as of the date hereof.
The foregoing shall be effective, as of the date hereof, upon
execution of this letter by Borrowers and the other entities listed below.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
By:___________________________
Title:________________________
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AGREED AND ACCEPTED:
CHARMING SHOPPES, INC.
By:_________________________
Title:______________________
CHARMING SHOPPES OF DELAWARE, INC.
By:_________________________
Title:______________________
CSI INDUSTRIES, INC.
By:_________________________
Title:______________________
FB APPAREL, INC,
By:_________________________
Title:______________________
BORROWERS' AGENT
CHARMING SHOPPES OF DELAWARE, INC.,
BORROWERS' AGENT
By:_________________________
Title:______________________
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CONSENTED TO:
By Each of the Obligors
on Exhibit A Annexed Hereto
____________________________
Its:________________________
By Each of the Obligors
on Exhibit B Annexed Hereto
____________________________
Its:________________________
