Exhibit 4(d)(14) - Amendment 14 to revolving credit agreement
with Congress Financial
AMENDMENT NO. 14 TO FINANCING AGREEMENTS
May 16, 2003
One Price Clothing Stores, Inc.
0000 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
One Price Clothing of Puerto Rico, Inc.
0000 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Gentlemen:
Congress Financial Corporation (Southern) ("Lender"), One Price
Clothing Stores, Inc. ("One Price") and One Price Clothing of Puerto Rico, Inc.
("One Price PR"; and together with One Price, individually referred to as a
"Borrower" and collectively as the "Borrowers") have entered into certain
financing arrangements pursuant to the Loan and Security Agreement, dated March
25, 1996, between the Lender and Borrowers (the "Loan Agreement"), as amended by
Amendment No. 1 to Financing Agreements, dated May 16, 1997, Amendment No. 2 to
Financing Agreements, dated June 17, 1997, Amendment No. 3 to Financing
Agreements, dated February 19, 1998, Amendment No. 4 to Financing Agreements,
dated January 31, 1999, Amendment No. 5 to Financing Agreements, dated February
23, 2000, Amendment No. 6 to Financing Agreements, dated June 30, 2000,
Amendment No. 7 to Financing Agreements, dated February 9, 2001, Amendment No. 8
to Financing Agreements, dated September 13, 2001, Amendment No. 9 to Financing
Agreements, dated November 12, 2001, Amendment No. 10 to Financing Agreements,
dated December 12, 2001, Amendment No. 11 to Financing Agreements, dated January
31, 2002, Amendment No. 12 to Financing Agreements, dated September 25, 2002,
and Amendment No. 13 to Financing Agreements, dated April 2, 2003, and together
with various other agreements, documents and instruments at any time executed
and/or delivered in connection therewith or related thereto (as the same now
exist or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced, collectively, the "Financing Agreements"). All capitalized
terms used herein and not herein defined shall have the meanings given to them
in the Financing Agreements.
Borrowers have requested that Lender agree to amend Section 9.15.2 of
the Loan Agreement. Lender is willing to do so on the terms and conditions and
to the extent 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. Interpretation. For purposes of this Amendment, unless otherwise
defined herein, all terms used herein, including, but not limited to, those
terms used and/or defined in the recitals above, shall have the respective
meanings assigned to such terms in the Loan Agreement.
2. Monthly Net Sales. Section 9.15.2(c) of the Loan Agreement is hereby
deleted in its entirety and replaced as follows:
"(i) Borrowers, collectively, shall for each fiscal
month ending on the date listed below, have net sales
for such fiscal month of not less than the amount listed opposite each such
fiscal month:
Month Net Sales
----- ---------
April 5, 2003 $24,650,000
May 3, 2003 $25,300,000
May 31, 2003 $27,000,000
July 5, 2003 $29,750,000
August 2, 2003 $21,250,000
August 30, 2003 $20,825,000
October 4, 2003 $21,845,000
November 1, 2003 $17,510,000
November 29, 2003 $19,635,000
January 3, 2004 $35,785,000
January 31, 2004 $14,450,000
(ii) For each fiscal month ending on or after the
last date listed above, Borrowers, collectively, shall
have net sales for such fiscal month of not less than eighty-five (85%) of the
Projections for such period delivered by Borrower to Lender pursuant to Section
7(f) of Amendment No. 13, which Projections must be acceptable to Lender."
3. Conditions Precedent. The effectiveness of the amendments set forth
herein are further conditioned upon the satisfaction of each of the following
conditions precedent in a manner satisfactory to Lender:
(a) No Event of Default, or act, condition or event
which with notice or passage of time or both would
constitute an Event of Default shall exist or have occurred;
(b) Lender shall have received an original of this
Amendment, duly authorized, executed and delivered by
each Borrower and One Price VI.
4. Additional Representations, Warranties and Covenants. Each Borrower
represents, warrants and covenants with and to Lender as follows, which
representations, warranties and covenants are continuing and shall survive the
execution and delivery hereof, and the truth and accuracy of, or compliance with
each, together with the representations, warranties and covenants in the other
Financing Agreements, being a continuing condition of the making of Loans by
Lender to Borrower:
(a) All of the representations and warranties set
forth in the Loan Agreement and the other Financing
Agreements, each as amended hereby, are true and correct in all material
respects on and as of the date hereof as if made on the date hereof, except to
the extent any such representation or warranty is made as of a specified date,
in which case such representation or warranty shall have been true and correct
as of such date.
(b) No Event of Default or act, condition or event
which with notice or passage of time or both would
constitute an Event of Default exists or has occurred as of the date of this
Amendment (after giving effect to the amendments to the Financing Agreements
made by this Amendment).
(c) This Amendment has been duly executed and
delivered by each Borrower and is in full force and effect as
of the date hereof and the agreements and obligations of each Borrower contained
herein constitute legal, valid and binding obligations of such Borrower
enforceable against such Borrower in accordance with their respective terms.
5. Additional Items to Be Delivered. Borrowers and One Price VI hereby
agree that, in addition to all other terms, conditions and provisions set forth
in the other Financing Agreements, Borrowers and One Price VI shall deliver or
cause to be delivered to Lender, in form and substance satisfactory to Lender,
as soon as possible, but in any event, by no later than May 16, 2003, the
original opinion letter from in-house counsel to Borrower with respect to the
execution, perfection and enforcement of the pledge of all of the shares of the
capital stock of One Price PR and One Price VI pursuant to the Pledge and
Security Agreement, dated as of April 22, 2003, by One Price in favor of Lender.
6. Miscellaneous.
(a) Additional Events of Default. The parties hereto
acknowledge, confirm and agree that the failure of
Borrowers or One Price VI to comply with any of the covenants, conditions and
agreements contained herein shall constitute an Event of Default under the
Financing Agreements.
(b) Entire Agreement; Ratification and Confirmation
of the Financing Agreements. This Amendment contains
the entire agreement of the parties with respect to the 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 for those
provisions specifically modified or waived pursuant hereto, the Financing
Agreements are hereby ratified, restated and confirmed by the parties hereto as
of the effective date hereof. To the extent of conflict between the terms of
this Amendment and the Financing Agreements, the terms of this Amendment shall
control.
(c) Governing Law. This Amendment and the rights and
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 Georgia but excluding any principles of conflicts
of law or other rule of law that would cause the application of the law of any
jurisdiction other than the laws of the State of Georgia.
(d) Binding Effect. This Amendment shall be binding
upon and inure to the benefit of each of the parties
hereto and their respective successors and assigns.
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(e) Counterparts. This Amendment may be executed in
any number of counterparts, but all of such
counterparts shall together constitute but one and 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.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
(SOUTHERN)
By: /s/ Xxxxx X. Xxxxx
---------------------
Title: Vice President
AGREED AND ACCEPTED:
ONE PRICE CLOTHING STORES, INC.
By: /s/ C. Xxxx Xxxxx
-----------------
Title: Vice President - Finance & Treasurer
ONE PRICE CLOTHING OF PUERTO RICO, INC.
By: /s/ C. Xxxx Xxxxx
-----------------
Title: Vice President - Finance & Treasurer
CONSENTED TO AND AGREED:
ONE PRICE CLOTHING - U.S. VIRGIN ISLANDS, INC.
By: /s/ C. Xxxx Xxxxx
-----------------
Title: Vice President - Finance & Treasurer
