EX-10.1






Exhibit 10.1




FIRST AMENDMENT TO CREDIT AGREEMENT



THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated March 7, 2008, to be effective
as of January 31, 2008, is entered into by and among TWEEN BRANDS, INC., a Delaware corporation
(the “Borrower”), each of the GUARANTORS (as hereinafter defined), the REVOLVING CREDIT LENDERS (as
hereinafter defined), the TERM LOAN LENDERS (as hereinafter defined), and BANK OF AMERICA, N.A., a
national banking association, in its capacity as administrative agent for the Secured Parties (as
defined below) under this Agreement (hereinafter referred to in such capacity as the “Agent”).




BACKGROUND



WHEREAS, reference is made to that certain Credit Agreement dated as of September 12, 2007 (as same
may from time to time be amended, modified, supplemented, restated or replaced, the “Credit
Agreement”) by, among others, the Borrower, each of the Guarantors from time to time party thereto
(collectively, the “Guarantors” and, together with the Borrower, the “Loan Parties”), the Revolving
Credit Lenders and the Term Loan Lenders from time to time party thereto (collectively, the
“Lenders”) the Agent, for its own benefit and the benefit of the other Secured Parties (as defined
therein), National City Bank, as Syndication Agent, Fifth Third Bank, as Documentation Agent,
Citicorp North America, Inc., as Managing Agent, Banc of America Securities LLC, as sole book
runner, and Banc of America Securities LLC and National City Bank, as co-lead arrangers.
Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms
in the Credit Agreement; and


WHEREAS, the Loan Parties have requested that the Lenders agree to modify certain terms of the
Credit Agreement with respect to the repayment of the Term Loans, and the Lenders have agreed to do
so, but only on the terms and conditions set forth herein.


NOW, THEREFORE, intending to be legally bound hereby, in consideration of the foregoing and for
other good and valuable consideration received, the parties hereto covenant and agree as follows:




     1. Definitions. Terms which are defined in the Credit Agreement and not otherwise defined
herein are used herein as defined therein. Unless the context clearly indicates otherwise,
capitalized terms not otherwise defined in this Agreement shall have the respective meanings
ascribed to then by the Code. As used herein: “including” is not a word of limitation and means
“including without limitation”; “hereof,” “herein,” and words of similar import refer to this
Amendment as a whole; and, the plural includes the singular and vice versa.



     2. Amendment to Credit Agreement. From and after the satisfaction of each and all of the
preconditions to effectiveness set forth in Paragraph 3 below, the Credit Agreement is hereby
amended by deleting Section 4.05(a) thereof in its entirety and inserting the following text in its
stead:




     (a) Scheduled Payments on Term Loans. The aggregate unpaid principal balance of all
Term Loans made by such Term Lender to the Borrower pursuant to this Agreement in accordance
with the following payment schedule: (i) annually, on the last Business Day of each fiscal
year of the Borrower, commencing with the fiscal year ending on January 31, 2009, payments
in an amount based on a twenty (20) year straight line amortization of the aggregate
principal balance of the Term Loans outstanding on the Term Loan Commitment Termination
Date, and (ii) no later than 12:00 pm on the Expiration Date, a final payment in an amount
equal to the entire outstanding principal balance of the Term Loans, together with accrued
and unpaid interest thereon and other amounts payable under this Agreement.



28









 





     3. Conditions to Effectiveness. This Amendment shall not be effective until each of the
following conditions precedent have been fulfilled to the satisfaction of the Agent:




	 	a)	 	This Amendment shall have been duly executed and delivered by the Loan Parties,
the Agent and the Lenders, and the Agent shall have received a fully executed copy
hereof and of each other document required hereunder.
	 
	 	b)	 	All action on the part of the Loan Parties necessary for the valid execution,
delivery and performance by the Loan Parties of this Amendment shall have been duly and
validly taken.
	 
	 	c)	 	The Loan Parties shall have reimbursed the Agent for all of its reasonable
out-of-pocket expenses incurred in connection with negotiation and preparation of this
Amendment, including all reasonable attorneys’ fees and expenses.
	 
	 	d)	 	No Default or Event of Default shall have occurred and be continuing.
	 
	 	e)	 	The Loan Parties shall have provided such additional instruments, documents,
and agreements to the Agent as the Agent and its counsel may have reasonably requested.





     4. Representations and Warranties. Each Loan Party hereby represents and warrants to the
Agent and the Lenders that, as of the date hereof: (i) no Default or Event of Default has occurred
or exists under the Credit Agreement or under any other Loan Document, and (ii) except with
respect to those representations and warranties which relate solely to an earlier date, all
representations and warranties contained in the Credit Agreement and the other Loan Documents are
true and correct as of the date hereof.



     
5. Miscellaneous.





	 	a)	 	Except as provided herein, all terms and conditions of the Credit Agreement and
the other Loan Documents remain in full force and effect and are hereby ratified and
confirmed in all respects.
	 
	 	b)	 	This Amendment may be executed in counterparts, each of which when so executed
and delivered shall be an original, and all of which together shall constitute one
agreement. Delivery of an executed counterpart of a signature page hereto by facsimile
or electronic means (such as PDF) shall be effective as delivery of a manually executed
counterpart hereof.
	 
	 	c)	 	This Amendment expresses the entire understanding of the parties with respect
to the transactions contemplated hereby. No prior negotiations or discussions shall
limit, modify, or otherwise affect the provisions hereof.
	 
	 	d)	 	The Loan Parties shall execute and deliver to the Agent whatever additional
documents, instruments, and agreements that the Agent may reasonably require in order
to give effect to, and implement the terms and conditions of this Amendment.
	 
	 	e)	 	Any determination that any provision of this Amendment or any application
hereof is invalid, illegal, or unenforceable in any respect and in any instance shall
not affect the validity, legality, or enforceability of such provision in any other
instance, or the validity, legality, or enforceability of any other provisions of this
Amendment.
	 
	 	f)	 	In connection with the interpretation of this Amendment and all other
documents, instruments, and agreements incidental hereto:






	 	(i)	 	The captions of this Amendment are for convenience purposes only,
and shall not be used in construing the intent of the Agent, the Lenders and the
Loan Parties under this Amendment.
	 
	 	(ii)	 	In the event of any inconsistency between the provisions of this
Amendment and any of the other Loan Documents, the provisions of this Amendment
shall govern and control.
	 
	 	(iii)	 	The parties hereto have prepared this Amendment and all
documents, instruments, and agreements incidental hereto with the aid and
assistance of their respective counsel. Accordingly, all of them shall be
deemed to have been drafted by each of them and shall not be construed against
either party.





[Signature Pages Follow]




29









 







IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed
this Agreement as of the day and year first above written.




	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 
	 	 	TWEEN BRANDS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth T. Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth T. Stevens
	 

	 	Title:
	 	President, Chief Operating Officer and Secretary
	 
	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 
	 	 	AMERICAN FACTORING, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth T. Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth T. Stevens
	 

	 	Title:
	 	President, Chief Operating Officer and Secretary
	 
	 	 	 	 
	 	 	FLORET, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kevin R. Schockling
	 

	 	 	 	 
	 

	 	Name:
	 	Kevin R. Schockling
	 

	 	Title:
	 	Secretary
	 
	 	 	 	 
	 	 	JUSTICE STORES, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth T. Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth T. Stevens
	 

	 	Title:
	 	President, Chief Operating Officer and Secretary
	 
	 	 	 	 
	 	 	LT HOLDING, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth T. Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth T. Stevens
	 

	 	Title:
	 	President, Chief Operating Officer and Secretary
	 
	 	 	 	 






30









 





	 	 	 	 	 
	 	 	TWEEN BRANDS IMPORT CORP.
	 
	 	 
	 

	 	By:
	 	/s/ Willie Henderson
	 

	 	 	 	 
	 

	 	Name:
	 	Willie Henderson
	 

	 	Title:
	 	President and Chief Executive Officer
	 
	 	 	 	 
	 	 	TWEEN BRANDS DIRECT SERVICES INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth T. Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth T. Stevens
	 

	 	Title:
	 	President, Chief Operating Officer and Secretary
	 
	 	 	 	 
	 	 	TWEEN BRANDS AGENCY, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth T. Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth T. Stevens
	 

	 	Title:
	 	President, Chief Operating Officer and Secretary
	 
	 	 	 	 
	 	 	TWEEN BRANDS DIRECT, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth T. Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth T. Stevens
	 

	 	Title:
	 	President, Chief Operating Officer and Secretary
	 
	 	 	 	 
	 	 	TWEEN BRANDS PURCHASING, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth T. Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth T. Stevens
	 

	 	Title:
	 	President, Chief Operating Officer and Secretary
	 
	 	 	 	 
	 	 	TWEEN BRANDS STORE PLANNING, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth T. Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth T. Stevens
	 

	 	Title:
	 	President, Chief Operating Officer and Secretary






31









 





	 	 	 	 	 
	 	 	TOO GC, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth T. Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth T. Stevens
	 

	 	Title:
	 	President, Chief Operating Officer and Secretary
	 
	 	 	 	 
	 	 	TWEEN BRANDS SERVICE CO.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth T. Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth T. Stevens
	 

	 	Title:
	 	President, Chief Operating Officer and Secretary
	 
	 	 	 	 
	 	 	TWEEN BRANDS INVESTMENT, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth T. Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth T. Stevens
	 

	 	Title:
	 	President, Chief Operating Officer and Secretary
	 
	 	 	 	 
	 	 	TOO IMPORT, LLP
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Willie Henderson
	 

	 	 	 	 
	 

	 	Name:
	 	Willie Henderson
	 

	 	Title:
	 	President and Chief Executive Officer






32









 





	 	 	 	 	 
	 

	 	 	 	AGENT AND LENDERS:
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A., individually as a Lender and
	 	 	in its capacity as Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David C. Storer
	 

	 	 	 	 
	 

	 	Name:
	 	David C. Storer
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	NATIONAL CITY BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Daniel F. O’Rourke
	 

	 	 	 	 
	 

	 	Name:
	 	Daniel F. O’Rourke
	 

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	FIFTH THIRD BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brent M. Jackson
	 

	 	 	 	 
	 

	 	Name:
	 	Brent M. Jackson
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	CITICORP USA INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher J. Murphy
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher J. Murphy
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Matthew D. Starkey
	 

	 	 	 	 
	 

	 	Name:
	 	Matthew D. Starkey
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	US BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael P. Dickman
	 

	 	 	 	 
	 

	 	Name:
	 	Michael P. Dickman
	 

	 	Title:
	 	Vice President






33









 






	 	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard van der Meer
	 

	 	 	 	 
	 

	 	Name:
	 	Richard van der Meer
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James A. Knight
	 

	 	 	 	 
	 

	 	Name:
	 	James A. Knight
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	HUNTINGTON NATIONAL BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John M. Luehmann
	 

	 	 	 	 
	 

	 	Name:
	 	John M. Luehmann
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	SOVEREIGN BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Judith C. E. Kelly
	 

	 	 	 	 
	 

	 	Name:
	 	Judith C. E. Kelly
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David C. Storer
	 

	 	 	 	 
	 

	 	Name:
	 	David C. Storer
	 

	 	Title:
	 	Vice President









34