Agent's Fee
66
Section 9.16 Availability of Funds
66
Section 9.17 Calculations
66
Section 9.18 Beneficiaries
66
Section 9.19 Other Agent Titles
66
ARTICLE X MISCELLANEOUS
66
Section 10.01 Modifications, Amendments or Waivers
66
Section 10.02 No Implied Waivers; Cumulative Remedies; Writing Required
67
Section 10.03 Reimbursement and Indemnification of Lenders by the Borrower;
Taxes
68
Section 10.04 Holidays
69
Section 10.05 Funding by Branch, Subsidiary or Affiliate
69
Section 10.06 Notices
69
Section 10.07 Severability
70
Section 10.08 Governing Law
70
TABLE OF CONTENTS
Section
Page
Section 10.09 Prior Understanding
70
Section 10.10 Duration; Survival
70
Section 10.11 Assignments, Participations, Successors and Assigns
71
Section 10.12 Confidentiality
72
Section 10.13 Counterparts
72
Section 10.14 Agent's or Lender's Consent
72
Section 10.15 Exceptions
72
Section 10.16 CONSENT TO FORUM; WAIVER OF JURY TRIAL
72
Section 10.17 Tax Withholding Clause
73
Section 10.18 Joinder of Guarantors
73
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.01(A)
-
PRICING GRID
SCHEDULE 1.01(B)
-
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.01(P)
-
PERMITTED LIENS
SCHEDULE 1.01(U)
-
UNRESTRICTED SUBSIDIARIES
SCHEDULE 2.10
-
LETTERS OF CREDIT
SCHEDULE 5.01(B)(I)
-
SUBSIDIARIES
SCHEDULE 5.01(B)(II)
-
INVENTORY LOCATIONS
SCHEDULE 5.01(L)
-
CONSENTS AND APPROVALS
SCHEDULE 7.02(A)
-
PERMITTED INDEBTEDNESS
SCHEDULE 7.02(D)
-
INVESTMENT POLICY
SCHEDULE 7.03(B)
-
ACCOUNTING FIRMS
EXHIBITS
EXHIBIT 1.01(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.01(G)(1)
-
GUARANTOR JOINDER
EXHIBIT 1.01(G)(2)
-
GUARANTY AGREEMENT
EXHIBIT 1.01(R)
REVOLVING CREDIT NOTE
EXHIBIT 1.01(S)
-
SWING LOAN NOTE
EXHIBIT 2.05(A)
-
LOAN REQUEST
EXHIBIT 2.05(B)
-
SWING LOAN REQUEST
EXHIBIT 2.11(A)
-
INCREASING LENDER AGREEMENT
EXHIBIT 2.11(B)
-
AUGMENTING LENDER AGREEMENT
EXHIBIT 4.04(D)
-
COMMITMENT REDUCTION NOTICE
EXHIBIT 6.01(D)
-
OPINION OF COUNSEL
EXHIBIT 7.02(E)
-
ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 7.03(C)
-
QUARTERLY COMPLIANCE CERTIFICATE
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement") is dated as of October 28, 2005
and is made by and among TOO, INC., a Delaware corporation (the "Borrower"),
each of the Guarantors (as hereinafter defined), the LENDERS (as hereinafter
defined), and NATIONAL CITY BANK, in its capacity as sole lead arranger and
administrative agent for the Lenders under this Agreement (hereinafter referred
to in such capacity as the "Agent"), FIFTH THIRD BANK, as syndication agent,
BANK OF AMERICA, N.A., as documentation agent, and LASALLE BANK NATIONAL
ASSOCIATION, as managing agent.
WITNESSETH:
WHEREAS, the Borrower has requested the Lenders to provide a revolving
credit facility for an initial term of five (5) years to the Borrower and its
subsidiaries in an aggregate principal amount not to exceed $100,000,000; and
WHEREAS, the Lenders are willing to provide such credit upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:
ARTICLE I CERTAIN DEFINITIONS
Section 1.01 Certain Definitions. In addition to words and terms defined
elsewhere in this Agreement, the following words and terms shall have the
following meanings, respectively, unless the context hereof clearly requires