LITIGATION
SCHEDULE 5.1(n)
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ENVIRONMENTAL DISCLOSURES
SCHEDULE 6.1(a)
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OPINION OF COUNSEL
SCHEDULE 7.1(c)
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INSURANCE REQUIREMENTS RELATING TO COLLATERAL
SCHEDULE 7.2(a)
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PERMITTED INDEBTEDNESS
SCHEDULE 7.2(d)
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EXISTING INVESTMENTS
SCHEDULE 8.1(j)
EXISTING 5% SHAREHOLDERS
EXHIBITS
EXHIBIT 1.1(A)
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ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)(1)
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GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
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GUARANTY AGREEMENT
EXHIBIT 1.1(N)(1)
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REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)
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SWING LOAN NOTE
EXHIBIT 2.1
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LENDER JOINDER
EXHIBIT 2.4
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LOAN REQUEST
EXHIBIT 2.4(b)
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SWING LOAN REQUEST
EXHIBIT 7.3(c)
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QUARTERLY COMPLIANCE CERTIFICATE
iii
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of
January 11, 2008, and is made by and among GSI COMMERCE SOLUTIONS, INC., a
Delaware corporation (the "Borrower"), each of the GUARANTORS (as hereinafter
defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL
ASSOCIATION, in its capacity as Administrative Agent for the Lenders under this
Agreement.
The Borrower has requested that the Lenders provide a revolving credit facility
to the Borrower in an aggregate principal amount not to exceed $75,000,000.00.
In consideration of their mutual covenants and agreements hereinafter set forth
and intending to be legally bound hereby, the parties hereto covenant and agree
as follows:
1. CERTAIN DEFINITIONS
1.1 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 otherwise:
Accretive means GSI Commerce South, Inc., formerly known as Accretive Commerce,
Inc., and its Subsidiaries.
Accretive EBITDA means without duplication (a) $3,200,000.00 for calculations of
Consolidated Adjusted EBITDA based on financial statements for periods ending
prior to the fourth fiscal quarter of fiscal year 2007, (b) $1,200,000.00 for
calculations of Consolidated Adjusted EBITDA based on financial statements for
periods ending on the last day of fiscal year 2007, (c) $600,000.00 for
calculations of Consolidated Adjusted EBITDA based on financial statements for
periods ending on the last day of the first fiscal quarter of fiscal year 2008,
and (d) zero thereafter.
Administrative Agent means PNC Bank, National Association, and its successors
and assigns, in its capacity as agent for the Lenders.
Administrative Agent's Fee has the meaning specified in Section 9.8
[Administrative Agent's Fee].
Administrative Agent's Letter has the meaning specified in Section 9.8
[Administrative Agent's Fee].
Affiliate means as to any Person, any other Person (a) which directly or
indirectly controls, is controlled by, or is under common control with such
Person, (b) which beneficially owns or holds 15% or more of any class of the
voting or other equity interests of such Person, or (c) 15% or more of any class
of voting interests or other equity interests of which is beneficially owned or
held, directly or indirectly, by such Person.
Agreement has the meaning given to such term in the introductory paragraph.
Anti-Terrorism Laws means any Laws relating to terrorism or money laundering,
including Executive Order No. 13224, the USA Patriot Act, the Laws comprising or
implementing the Bank Secrecy Act, and