73
10.12
Lender Provided Interest Rate Hedge or Other Lender Provided Financial Service
Products
74
11. MISCELLANEOUS
74
11.1
Modifications, Amendments or Waivers
74
11.2
No Implied Waivers; Cumulative Remedies
76
11.3
Expenses; Indemnity; Damage Waiver
76
11.4
Holidays
77
11.5
Notices; Effectiveness; Electronic Communication
78
11.6
Severability
78
11.7
Duration; Survival
78
11.8
Successors and Assigns
79
11.9
Confidentiality
81
11.10
Counterparts; Integration; Effectiveness
82
11.11
Choice of Law; Submission to Jurisdiction; Waiver of Venue; Service of
Process; Waiver of Jury Trial
82
11.12
USA Patriot Act Notice
83
11.13
No Advisory or Fiduciary Responsibility
84
-ii-
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A) - PRICING GRID
SCHEDULE 1.1(B) - REVOLVING CREDIT COMMITMENTS OF LENDERS AND ADDRESSES FOR
NOTICES
SCHEDULE 1.1(C) - TERM LOAN COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(P) - PERMITTED LIENS
SCHEDULE 2.8 - EXISTING LETTERS OF CREDIT REPORT
SCHEDULE 6.1(a) - QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1(b) - SUBSIDIARIES
SCHEDULE 6.1(e) - MATERIAL LITIGATION
SCHEDULE 6.1(k) - PLEDGED COLLATERAL
SCHEDULE 6.1(n) - ENVIRONMENTAL DISCLOSURES
SCHEDULE 7.1 - EXISTING INDEBTEDNESS
SCHEDULE 7.1(a) - OPINION OF COUNSEL
SCHEDULE 8.1(c) - INSURANCE REQUIREMENTS RELATING TO COLLATERAL
SCHEDULE 8.2(a) - PERMITTED INDEBTEDNESS
SCHEDULE 8.2(d) - EXISTING INVESTMENTS
SCHEDULE 9.1(j) - EXISTING 5% SHAREHOLDERS
SCHEDULE 11.5 - ADMINISTRATIVE AGENT INFORMATION
EXHIBITS
EXHIBIT 1.1(A) - ADMINISTRATIVE QUESTIONNAIRE
EXHIBIT 1.1(B) - ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G) - GUARANTOR JOINDER
EXHIBIT 1.1(N) - FORM OF NOTE
EXHIBIT 2.4(a) - REVOLVING CREDIT LOAN REQUEST
EXHIBIT 2.4(b) - SWING LOAN REQUEST
EXHIBIT 2.8 - LETTER OF CREDIT REPORT
EXHIBIT 3.1 - TERM LOAN REQUEST
EXHIBIT 7.1 - FORM OF SOLVENCY CERTIFICATE
EXHIBIT 8.3(c) - QUARTERLY COMPLIANCE CERTIFICATE
-iii-
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated as of February 9, 2011, and is made by and among
GSI COMMERCE, INC., a Delaware corporation ("Parent") and GSI COMMERCE
SOLUTIONS, INC., a Pennsylvania corporation ("GSICS") (each, a "Borrower" and
collectively, the "Borrowers"), each of the GUARANTORS (as hereinafter defined),
the LENDERS (as hereinafter defined) from time to time party hereto and BANK OF
AMERICA, N.A., as Administrative Agent for the Lenders under this Agreement, as
Swing Loan Lender and as Issuing Lender.
BACKGROUND
The Borrowers have requested the Lenders to provide (i) a revolving credit
facility to the Borrowers in an aggregate principal amount not to exceed
$285,000,000 and (ii) a term loan facility in an aggregate principal amount
equal to $115,000,000.
The Lenders are willing to provide such credit upon the terms and conditions
hereinafter set forth.
Accordingly, 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:
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:
Accrual Date means (a) each March 31, June 30, September 30 and December 31,
(b) the Expiration Date and (c) the date