Exhibit 10(t)(3) Amendment Number One dated January 31, 2002 to common Stock
Warrant Agreement dated September 13, 2001 by and between the Registrant and
Enhanced Retail Funding, LLC.
AMENDMENT NO. 1
TO STOCK PURCHASE WARRANT
DATED SEPTEMBER 13, 2001
THIS AMENDMENT NO. 1 TO STOCK PURCHASE WARRANT is entered into
effective as of January 31, 2002 by and among, One Price Clothing Stores, Inc.,
a Delaware corporation (the "Company") and Enhanced Retail
Funding, LLC ("Holder").
RECITALS
WHEREAS, on September 13, 2001, the Company issued a Stock Purchase
Warrant (the "Stock Purchase Warrant") pursuant to which the Company granted
Holder a warrant to purchase up to 20,000 shares of Common Stock, $.001 par
value per share (the "Common Stock") at an exercise price equal to the closing
price of the Company's Common Stock as quoted on the NASDAQ Stock Market on
September 10, 2001 (the "Exercise Price").
WHEREAS, the Exercise Price is $2.00 per share.
WHEREAS, the parties desire to amend certain terms of the Stock
Purchase Warrant and to clarify other terms to clearly express the parties
intent that the Warrant Purchase Price and the number of shares issuable upon
exercise of the Stock Purchase Warrant shall be proportionately adjusted in the
event of certain events and transactions.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties signatory
hereto agree as follows.
1. Definitions. Capitalized terms used but not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Stock Purchase
Warrant.
2. Amendments to the Stock Purchase Warrant.
(i) Section 2 is hereby amended by inserting the words "(the
"Expiration Date")" after the words "Original Issue Date" at the end of the
paragraph.
(ii) Section 6 is hereby amended to clarify that appropriate
adjustments shall be made to the Warrant Purchase Price and the number of shares
issuable upon exercise of the Warrant in the event of reclassifications,
reorganizations and other similar changes in the Common Stock of the Company. As
revised Section 6 shall read as follows:
6. Adjustments for Merger, Consolidation, Sale of Assets and Other
Reclassifications. In the event that at any time or from time to time after
the Original Issue Date but prior to the Expiration Date, there shall be
any reclassification, capital reorganization or similar change affecting
the Common Stock (other than as a result of a subdivision, combination or
stock dividend provided for in Section 7 hereof), or the Company shall
merge or consolidate with or into another entity or sell all or
substantially all of its assets, then, as a condition to such
reclassification, reorganization, change, consolidation, merger or sale,
lawful provisions shall be made, and duly executed documents evidencing the
same from the Company or its successor shall be delivered to the Holder, so
that the Holder hereof shall thereafter have the right to receive the kind
and amount of shares of stock, other securities, property or cash
deliverable or payable to the holders of the Common Stock of the Company
that the Holder hereof upon exercise of this Warrant would have been
entitled to had the Holder hereof exercised the remaining portion of this
Warrant into shares of Common Stock immediately prior thereto and the Board
of Directors shall make appropriate adjustments to the number and kind of
shares and to the Warrant Purchase Price per share then applicable to the
shares covered by the unexercised portion of the Warrant.
(iii) Section 7 of the Stock Purchase Warrant is hereby amended to
clarify that appropriate adjustments shall also be made to the number of shares
issuable upon exercise of the Warrant in the event of subdivisions, stock
dividends and stock combinations. As revised Section 7 shall read as follows:
7. Adjustments for Subdivisions, Stock Dividends and Stock Combinations.
(a) Adjustment of Warrant Purchase Price and Number of Shares
Issuable. The Warrant Purchase Price and the number of Shares issuable
upon exercise of this Warrant shall be adjusted as set forth in this
Section 7 with the intent that the rights of the Holder to exercise
shall not be impaired.
(b) Adjustment for Combination or Consolidation of Common
Stock. In the event the outstanding shares of Common Stock shall be
combined or consolidated into a lesser number of shares of Common
Stock, the Warrant Purchase Price in effect immediately prior to such
combination or consolidation shall, concurrently with the effectiveness
of such combination or consolidation, be proportionately increased and
the number of Shares issuable upon the exercise of this Warrant shall
be proportionately decreased.
(c) Adjustment for Stock Dividend or Subdivision. In the event
the Company at any time or from time to time after the Original Issue
Date shall declare or pay any dividend on the Common Stock payable in
Common Stock, or effect a subdivision (by split-up or otherwise) of the
outstanding shares of Common Stock into a greater number of shares of
Common Stock, then and in any such event, the Warrant Purchase Price in
effect immediately prior to such subdivision or stock dividend shall,
concurrently with the effectiveness of such stock dividend or
subdivision, be proportionately reduced and the number of Shares
issuable on the exercise of this Warrant shall be proportionately
increased.
(d) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Warrant Purchase Price or the number
of Shares issuable upon the exercise of this Warrant pursuant to
Sections 6 or 7, the Company at its expense shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and
furnish to the Holder a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment
or readjustment is based. The Company shall, upon the written request
at any time of the Holder, furnish or cause to be furnished to such
holder a like certificate setting forth (i) such adjustments and
readjustments, (ii) the Warrant Purchase Price at the time in effect,
and (iii) the number of shares of Common Stock and the amount, if any,
of other property which at the time would be received upon the exercise
of the Warrant.
(iv) Section 16(f) is amended to insert the following parenthetical in
lieu of the parenthetical "(or in any related registration statement,
notification or the like)" in the first full sentence of such paragraph:
"(i.e., in any registration statement, prospectus, offering circular
or other document, each as from time to time amended or supplemented by
the Company)"
3. Counterparts; Facsimile Execution. This Amendment No. 1 may be executed in
separate counterparts, each of which when so executed and delivered, shall
be deemed an original, and when taken together, shall constitute one and
the same instrument. Delivery of an executed counterpart of a signature
page to this Amendment No. 1 by facsimile shall be as effective as delivery
of a manually executed counterpart of this Amendment No. 1. Any party
delivering an executed counterpart of this Amendment No. 1 by facsimile
also shall deliver a manually executed counterpart of this Amendment No. 1
but the failure to deliver a manually executed counterpart shall not affect
the validity, enforceability, and binding effect of this Amendment No. 1.
4. Effect on Stock Purchase Warrant. The Stock Purchase Warrant, as amended
hereby, shall be and remain in full force and effect in accordance with its
terms and hereby is ratified and confirmed in all respects. The amendments
made hereby are not intended to create a new holding period for purposes of
federal or state securities law, but are being made to clarify and confirm
the parties understanding and intent under the Stock Purchase Warrant.
[Signatures appear on the following page.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to Stock Purchase Warrant to be executed as of the date first above written.
ONE PRICE CLOTHING STORES
By: /s/ C. Xxxx Xxxxx
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Name: C. Xxxx Xxxxx
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Title: Vice President & Treasurer
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ENHANCED RETAIL FUNDING, LLC
By: /s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
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Title: Vice President
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