Section 9.10 Notices
71
Section 9.11 Lenders in Their Individual Capacities; Agents in Its Individual
Capacity
71
Section 9.12 Holders
71
Section 9.13 Equalization of Lenders
71
Section 9.14 Successor Agent
72
Section 9.15 Agent's Fee
72
Section 9.16 Availability of Funds
72
Section 9.17 Calculations
72
Section 9.18 Beneficiaries
73
Section 9.19 [Other Agent Titles
73
Section 9.20 Relation among Lenders
73
ARTICLE X
MISCELLANEOUS
73
Section 10.01 Modifications, Amendments or Waivers
73
Section 10.02 No Implied Waivers; Cumulative Remedies; Writing Required
74
Section 10.03 Reimbursement and Indemnification of Lenders by the Borrower;
Taxes
75
Section 10.04 Holidays
75
Section 10.05 Funding by Branch, Subsidiary or Affiliate
76
Section 10.06 Notices
76
Section 10.07 Severability
77
Section 10.08 Governing Law
77
Section 10.09 Prior Understanding
77
Section 10.10 Duration; Survival
77
TABLE OF CONTENTS
Section
Page
Section 10.11 Assignments, Participations, Successors and Assigns
78
Section 10.12 Confidentiality
79
Section 10.13 Counterparts
80
Section 10.14 Agent's or Lender's Consent
80
Section 10.15 Exceptions
80
Section 10.16 CONSENT TO FORUM; WAIVER OF JURY TRIAL
80
Section 10.17 Tax Withholding Clause
80
Section 10.18 Joinder of Guarantors
81
Section 10.19 USA PATRIOT Ac
81
Section 10.20 No Advisory or Fiduciary Responsibility
82
Section 10.21 Press Releases
82
Section 10.22 No Strict Construction
82
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 1.01(T)
-
TERM LOAN NOTE
EXHIBIT 2.05(A)
-
LOAN REQUEST
EXHIBIT 2.05(B)
-
SWING LOAN REQUEST
EXHIBIT 2.11(A)
-
INCREASING REVOLVING CREDIT LENDER AGREEMENT
EXHIBIT 2.11(B)
-
AUGMENTING REVOLVING CREDIT LENDER AGREEMENT
EXHIBIT 4.04(D)
-
COMMITMENT REDUCTION NOTICE
EXHIBIT 7.02(E)
-
ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 7.03(C)
-
QUARTERLY COMPLIANCE CERTIFICATE
- iv -
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement") is dated as of September 12, 2007
and is made 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 Revolving Credit Lenders and the Term
Loan Lenders under this Agreement (hereinafter referred to in such capacity as
the "Agent"), 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.
WITNESSETH:
WHEREAS, the Borrower has requested the Revolving Credit