EXHIBIT 10.1.15
October 19, 1999
Charming Shoppes, Inc.
Charming Shoppes of Delaware, Inc.
CSI Industries, Inc.
FB Apparel, Inc.
000 Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
Re: Modern Woman, Inc.
Gentlemen:
Reference is made to the Second Amended and Restated Loan and Security
Agreement by and among (a) Congress Financial Corporation ("Lender"), (b)
Charming Shoppes, Inc. ("Parent"), Charming Shoppes of Delaware, Inc., CSI
Industries, Inc. and FB Apparel, Inc. (individually and collectively,
"Borrowers"), and (c) Charming Shoppes of Delaware, Inc., as Borrowers'
Agent ("Agent"), dated February 28, 1997 (as it now exists or may from time
to time be amended, the "Loan Agreement").
Capitalized terms used herein, which are not otherwise defined herein,
shall have the respective meanings (as amended herein) ascribed thereto in
the Loan Agreement.
Parent and the other Borrowers have requested that Congress issue or
cause to be issued letters of credit for the account of Modern Woman, Inc.,
a Delaware corporation ("MW Delaware"), which is a Subsidiary of Parent,
(the "MW Letters of Credit").
This will confirm the agreement among Lender, Parent, the other
Borrowers and Agent that, subject to the other terms and conditions of the
Loan Agreement and the other Financing Agreements, the Loan Agreement shall
be and is hereby amended as follows:
1. Amendments to Definitions in Section 1 of Loan Agreement.
2.
a. The definition of "Additional L/C Debtors" shall be and is
hereby amended to include, without limitation, MW Delaware.
b.
c. The definition of "Additional L/C Accommodations" shall be
and is hereby amended to include, without limitation, all existing and
future MW Letters of Credit (whether or not issued pursuant to the Trade
Financing Agreement).
d.
e. The definition of "Additional L/C Debt" shall be and is
hereby amended to include, without limitation, the reimbursement
obligations with respect to the MW Letters of credit of MW Delaware and
Borrowers as provided herein (whether or not pursuant to the Trade
Financing Agreement).
f.
g. The definition of "Letter of Credit Accommodations" shall
include, without limitation, the MW Letters of Credit as part of the
Additional L/C Accommodations and MW Delaware as an Additional L/C Debtor.
h.
3. Amendments to Section 2.2 of Loan Agreement.
4.
a. The provisions of Section 2.2 shall be applicable, without
limitation, to the MW Letters of Credit as part of the Letter of Credit
Accommodations and to MW Delaware as an Additional L/C Debtor.
b.
c. The provisions of Section 2.2(c)(ii) of the Loan Agreement
shall be applicable to all existing and future MW Letters of Credit
notwithstanding the purpose thereof. The provisions of Section 2.2(c)(i)
of the Loan Agreement shall not be applicable to any MW Letters of Credit
notwithstanding the purpose thereof.
d.
5. Inventory Acquired Under MW Letters of Credit. Parent and the
other Borrowers have represented (and do hereby represent and warrant) to
Lender that the MW Letters of Credit are intended solely for the purchase
of merchandise by MW Delaware for sale in retail stores owned by MW
Delaware, Modern Woman, Inc., a Michigan corporation, and certain
subsidiaries of MW Delaware. Accordingly, in reliance thereon, Lender
agrees that (notwithstanding anything to the contrary contained in the Loan
Agreement, Trade Financing Agreement or other Financing Agreements), (1)
Lender has no security interest of any nature in the merchandise purchased
pursuant to the MW Letters of Credit or any receivables from the sale
thereof, (2) such merchandise is not "Inventory" as such term is defined in
the Loan Agreement, (3) the merchandise is not being acquired by Borrowers
nor being sold in "Retail Stores", as such terms are defined in the Loan
Agreement, and (4) the provisions of Sections 3.1, 3.2, 3.13, 3.16 and 3.17
of the Trade Financing Agreement shall not apply to the MW Letters of
Credit.
6.
Except as hereinabove specifically provided, nothing contained herein
shall be construed as an amendment, waiver, release or other modification
to the Loan Agreement or any of the other Financing Agreements.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
By:___________________________________
Title:__________________________________
CONFIRMED AND AGREED TO:
BORROWERS
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.
AS BORROWERS' AGENT
By:______________________________
Title:_____________________________
CONSENTED TO:
MODERN WOMAN, INC.
By:______________________________
Title:_____________________________
