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 | 1999 |
Aircraft Reimbursement Agreement
Aircraft Reimbursement Agreement (7K)
Doc #112768: Click preview link for longer preview.
AIRCRAFT REIMBURSEMENT AGREEMENT
This Agreement is entered into as of April 14, 1994, among Friendly Ice
Cream Corporation, a Massachusetts corporation ("Friendly"), and TRC Realty Co.,
a Vermont corporation ("Lessee").
R E C I T A L S
Lessee has entered into that certain Aircraft Lease Agreement dated as
of April 14, 1994 (as amended, supplemented or modified from time to time, the
"Lease") with General Electric Capital Corporation ("Lessor") providing for the
lease by Lessee from the Lessor of a certain Beechjet 400A aircraft, FAA
Registration Mark N998GP and Manufacturer's Serial Number RK-32, together with
two Pratt & Whitney JT-15D-5 engines and related accessories and optional
equipment (collectively, the "Aircraft"). Friendly is an Affiliate of Lessee,
will be using the Aircraft in its business from time to time as permitted by the
Lease, and desires under this Agreement to provide for its reimbursement of
Lessee for certain costs and expenses of its use of the aircraft.
It is hereby agreed as follows:
1. Terms used with initial capital letters in this Agreement and not
otherwise defined shall have the respective meanings given thereto in the Lease.
The following terms when used in this Agreement shall have the meanings
indicated below:
"Contract User" shall mean Friendly and any other Affiliate of
Lessee which has entered into an Aircraft Reimbursement Agreement with
Lessee on substantially the same terms and conditions as are contained
in this Agreement.
"Fixed Costs" shall mean, with respect to any month, those
costs and expenses associated with the possession and use of the
Aircraft for such month of the type which are reflected as "Fixed
costs" on Exhibit A hereto.
"Usage Share" shall mean, with respect to each Contract User,
such Contract User's share (expressed as a percentage) of the usage of
the Aircraft by all Contract Users during the preceding month, which
share shall be determined by dividing the number of hours of use of the
Aircraft by such Contract User during such month by the total number of
hours of use of the Aircraft during such month by all Contract Users.
"Variable Expenses" shall mean, with respect to any month, all
costs and expenses incurred in connection with the possession and use
of the Aircraft during such month other than Fixed Costs, and shall
include, without limitation, those costs and expenses of the type which
are reflected as "Variable Expenses" on Exhibit A.
112768
|
Friendly Ice Cream Corp
As referenced in this Aircraft Reimbursement Agreement:
FRIENDLY ICE CREAM CORP –
FRIENDLY ICE CREAM CORP
_____________
dt 1849977
;
Friendly Ice Cream Corp
As referenced in this Aircraft Reimbursement Agreement:
FRIENDLY ICE CREAM CORP –
FRIENDLY ICE CREAM CORP
_____________
dt 1854137
;
 GE Capital
As referenced in this Aircraft Reimbursement Agreement:
General Electric Capital Corp – that certain Aircraft Lease Agreement dated as
of April 14, 1994 (as amended, supplemented or modified from time to time, the
"Lease") with General Electric Capital Corp oration ("Lessor") providing for the
lease by Lessee from the Lessor of a certain Beechjet 400A aircraft, FAA
Registration Mark N998GP and Manufacturer'
_____________
dt 100977
;
| TRC Realty Co.;
Friendly Ice Cream Corp.
|
| Preview
Full Doc
| 2002 |
Loan Agreement
Loan Agreement (148K)
Doc #114654: Click preview link for longer preview.
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is executed effective as of
December 19, 2001, by and between GE CAPITAL FRANCHISE FINANCE CORPORATION, a
Delaware corporation ("Lender"), whose address is 17207 North Perimeter Drive,
Scottsdale, Arizona 85255, and FRIENDLY'S REALTY II, LLC, a Delaware limited
liability company ("Borrower"), whose address is 1855 Boston Road, Wilbraham,
Massachusetts 01095-1098.
PRELIMINARY STATEMENT:
Unless otherwise expressly provided herein, all defined terms used in
this Agreement shall have the meanings set forth in Section 1. Borrower has
requested that Lender make the Loans which will be secured by the Premises. Each
Loan will be evidenced by a Note and secured by a first priority security
interest in the corresponding Premises pursuant to a Mortgage. Lender has
committed to make the Loans pursuant to the terms and conditions of the
Commitment, this Agreement and the other Loan Documents.
AGREEMENT:
In consideration of the mutual covenants and provisions of this
Agreement, the parties agree as follows:
1. DEFINITIONS. The following terms shall have the following meanings for
all purposes of this Agreement:
"ACTION" has the meaning set forth in Section 10.A(4).
"ADA" means the Americans with Disabilities Act of 1990, as such act may
be amended from time to time.
"AFFILIATE" means any Person which directly or indirectly controls, is
under common control with, or is controlled by any other Person. For purposes of
this definition, "controls", "under common control with" and "controlled by"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through
ownership of voting securities or otherwise.
"APPLICABLE REGULATIONS" means all applicable statutes, regulations,
rules, ordinances, codes, licenses, permits, orders and approvals of each
Governmental Authority having jurisdiction over the Premises, including, without
limitation, all health, building, fire, safety and other codes, ordinances and
requirements, all applicable standards of the National Board of Fire
Underwriters and the ADA and all rules of common law, in each case, as amended,
and any judicial or administrative interpretation thereof, including any
judicial order, consent, decree or judgment applicable to Borrower or Lessee.
"BORROWER ENTITIES" means, collectively, Borrower and any Affiliate of
Borrower.
1
{PAGE}
"BORROWER GROUP" means Friendly's Realty I, LLC, a Delaware limited
liability company, Friendly's Realty II, LLC, a Delaware limited liability
company and Friendly's Realty III, LLC, a Delaware limited liability company,
and any new borrowing entity formed pursuant to the Post Closing Agreement in
connection with such entity's assumption of certain Related Loans and
acquisition of the real property and other collateral securing the same (all as
provided in the Post Closing Agreement).
"BUSINESS DAY" means any day on which Lender is open for business other
than a Saturday, Sunday or a legal holiday, ending at 5:00 P.M. Phoenix, Arizona
time.
"CAPITAL LEASE" has the meaning set forth in Section 7.J.
"CHANGE OF CONTROL" means a change in control of Borrower, including,
without limitation, a change in control resulting from direct or indirect
transfers of voting stock or partnership, membership or other ownership
interests, whether in one or a series of transactions, or from a merger or
consolidation by Borrower with or into any other entity. For purposes of this
definition, "control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of Borrower.
"CLOSING" means the disbursement of the Loan Amounts by Title Company as
contemplated by this Agreement.
"CLOSING DATE" means the date of this Agreement.
"CODE" means Title 11 of the United States Code, 11 U.S.C. Sec. 101 et
seq., as amended.
"COLLATERAL ASSIGNMENT OF LICENSE AGREEMENT" means the collateral
assignment of license agreement dated as of the date of this Agreement executed
by Borrower in favor of Lender pursuant to which Borrower has collaterally
assigned the License Agreement to Lender as security for the Loans, as the same
may be amended from time to time.
"COMMITMENT" means that certain Commitment Letter dated August 29, 2001
between Lender and Lessee, and any amendments or supplements thereto.
"COUNSEL" means legal counsel to Borrower and Lessee, licensed in the
states in which (i) the Premises are located, (ii) Borrower and Lessee are
incorporated or formed and (iii) Borrower and Lessee maintain their chief
executive offices, as selected by Borrower and Lessee, as the case may be, and
approved by Lender.
"DEBT" has the meaning set forth in Section 7.J.
"DEFAULT RATE" has the meaning set forth in the Notes.
"DEPRECIATION AND AMORTIZATION" has the meaning set forth in Section 7.J.
"DISCLOSURES" has the meaning set forth in Section 14.P(2).
114654
|
Friendly Ice Cream Corp
As referenced in this Loan Agreement:
FRIENDLY ICE CREAM CORP –
FRIENDLY ICE CREAM CORP
_____________
dt 1849983
;
Friendly Ice Cream Corp
As referenced in this Loan Agreement:
FRIENDLY ICE CREAM CORP –
FRIENDLY ICE CREAM CORP
_____________
dt 1854145
;
GE Capital Franchise Finance Corporation;
| Friendly's Realty II, LLC;
Friendly Ice Cream Corp.
|
| Preview
Full Doc
| 2003 |
Credit Agreement
Credit Agreement (135K)
Doc #129951: Click preview link for longer preview.
CREDIT AGREEMENT
Dated as of June 25, 2003
among
THE GAP, INC.
as Borrower,
THE SUBSIDIARIES OF THE BORROWER NAMED HEREIN,
as Subsidiary Borrowers,
THE SUBSIDIARIES OF THE BORROWER NAMED HEREIN,
as LC Subsidiaries,
THE BANKS AND FINANCIAL INSTITUTIONS NAMED HEREIN,
as Lenders,
THE BANKS NAMED HEREIN
as Issuing Banks,
CITIGROUP GLOBAL MARKETS INC.,
and
BANC OF AMERICA SECURITIES LLC,
as Joint Book Managers,
BANC OF AMERICA SECURITIES LLC,
HSBC BANK USA
and
J.P. MORGAN SECURITIES INC.,
as Co-Syndication Agents,
CITIGROUP GLOBAL MARKETS INC.,
BANC OF AMERICA SECURITIES LLC
and
J.P. MORGAN SECURITIES INC.,
as Joint Lead Arrangers,
and
CITICORP USA, INC.,
as Agent
for the Issuing Banks and the Lenders from time to time party hereto
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01 Certain Defined Terms............................................................ 1
SECTION 1.02 Computation of Time Periods......................................................22
SECTION 1.03 Accounting Terms.................................................................22
ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES
SECTION 2.01 The Advances.....................................................................22
SECTION 2.02 Making the Advances..............................................................23
SECTION 2.03 Fees.............................................................................26
SECTION 2.04 Reduction and Increase of the Commitments; Reduction and Increase of the
Swing Line Commitment; Additional Issuing Banks..................................26
SECTION 2.05 Repayment of Advances............................................................30
SECTION 2.06 Interest on Advances.............................................................30
SECTION 2.07 Additional Interest on Eurodollar Rate Advances..................................31
SECTION 2.08 Interest Rate Determination......................................................31
SECTION 2.09 Voluntary Conversion of Advances.................................................32
SECTION 2.10 Prepayments of Advances..........................................................32
SECTION 2.11 Increased Costs..................................................................33
SECTION 2.12 Illegality.......................................................................34
SECTION 2.13 Borrower Guaranty................................................................35
SECTION 2.14 Subsidiary Borrowers.............................................................40
ARTICLE III
AMOUNT AND TERMS OF LETTERS OF
CREDIT AND PARTICIPATIONS THEREIN
SECTION 3.01 Letters of Credit................................................................40
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
SECTION 3.02 Limitation on the Issuance of Letters of Credit Denominated in Alternative
Currencies.......................................................................41
SECTION 3.03 Issuing the Letters of Credit....................................................41
SECTION 3.04 Reimbursement Obligations........................................................41
SECTION 3.05 Participations Purchased by the Lenders..........................................42
SECTION 3.06 Letter of Credit Fees............................................................43
SECTION 3.07 Indemnification; Nature of the Issuing Banks' Duties.............................44
SECTION 3.08 Increased Costs..................................................................45
SECTION 3.09 Uniform Customs and Practice.....................................................46
SECTION 3.10 Reductions and Increases in Issuing Commitment...................................46
SECTION 3.11 Existing Letters of Credit.......................................................46
SECTION 3.12 Currency Provisions..............................................................47
SECTION 3.13 Borrower Guaranty................................................................48
SECTION 3.14 Dollar Payment Obligation........................................................51
SECTION 3.15 Applications; Survival of Provisions; Cash Collateral............................51
SECTION 3.16 LC Subsidiaries..................................................................51
ARTICLE IV
PAYMENTS, TAXES, EXTENSIONS, ETC.
SECTION 4.01 Payments and Computations/Borrowings.............................................52
SECTION 4.02 Taxes/Borrowings.................................................................53
SECTION 4.03 Sharing of Payments, Etc./Borrowings.............................................56
SECTION 4.04 Evidence of Debt/Borrowings......................................................57
SECTION 4.05 Payments and Computations/Letters of Credit......................................57
SECTION 4.06 Taxes/Letters of Credit..........................................................59
SECTION 4.07 Sharing of Payments, Etc./Letters of Credit......................................62
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
ARTICLE V
CONDITIONS OF LENDING
SECTION 5.01 Conditions Precedent to Effectiveness of this Agreement..........................62
SECTION 5.02 Conditions Precedent to Each Advance/Issuance....................................64
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
SECTION 6.01 Representations and Warranties of the Borrower...................................65
ARTICLE VII
COVENANTS OF THE BORROWER
SECTION 7.01 Affirmative Covenants............................................................68
SECTION 7.02 Negative Covenants...............................................................73
SECTION 7.03 Financial Covenants..............................................................80
SECTION 7.04 Reporting Requirements...........................................................81
ARTICLE VIII
EVENTS OF DEFAULT
SECTION 8.01 Events of Default................................................................83
ARTICLE IX
THE AGENT
SECTION 9.01 Authorization and Action.........................................................86
SECTION 9.02 Agent's Reliance, Etc............................................................87
SECTION 9.03 CUSA, Citibank and Affiliates....................................................87
SECTION 9.04 Lender Credit Decision...........................................................88
SECTION 9.05 Indemnification..................................................................88
SECTION 9.06 Successor Agent..................................................................89
SECTION 9.07 Co-Syndication Agents, Joint Book Managers and Joint Lead Arrangers..............89
SECTION 9.08 Release of Collateral............................................................90
SECTION 9.09 Release of Guarantor/Domestic Subsidiary.........................................90
{/TABLE}
iii
{PAGE}
{TABLE}
{S} {C}
SECTION 9.10 Actions in Respect of Intercreditor Agreement....................................90
ARTICLE X
MISCELLANEOUS
SECTION 10.01 Amendments, Etc.................................................................90
SECTION 10.02 Notices, Etc....................................................................91
SECTION 10.03 No Waiver; Remedies.............................................................92
SECTION 10.04 Costs and Expenses..............................................................92
SECTION 10.05 Right of Set-off................................................................93
SECTION 10.06 Binding Effect..................................................................94
SECTION 10.07 Assignments and Participations..................................................94
SECTION 10.08 Severability of Provisions......................................................97
SECTION 10.09 Independence of Provisions......................................................97
SECTION 10.10 Confidentiality.................................................................97
SECTION 10.11 Headings........................................................................98
SECTION 10.12 Entire Agreement................................................................98
SECTION 10.13 Execution in Counterparts.......................................................98
SECTION 10.14 Consent to Jurisdiction.........................................................98
SECTION 10.15 GOVERNING LAW...................................................................99
SECTION 10.16 WAIVER OF JURY TRIAL............................................................99
{/TABLE}
iv
{PAGE}
SCHEDULES AND EXHIBITS
SCHEDULES
Schedule I-A - Commitment Amounts
Schedule I-B - List of Applicable Lending Offices
Schedule II - Existing Liens
Schedule III - Change of Control
Schedule IV - Outstanding Balance of Existing Letters of Credit
Schedule V - LC Subsidiaries
Schedule VI - Subsidiary Borrowers
Schedule VII - Permitted Investments
Schedule VIII - Plans
Schedule IX - Special Purpose Subsidiaries
Schedule X - ERISA Matters
Schedule XI - Subsidiaries of the Borrower
Schedule XII - Environmental Matters
Schedule XIII - Existing Debt
Schedule XIV - Excluded Subsidiaries
Schedule XV - Hedge Subsidiaries
EXHIBITS
Exhibit A - Notice of Borrowing
Exhibit B - Form of Promissory Note
Exhibit C - Form of Assignment and Acceptance
Exhibit D - Form of Subsidiary Guaranty
Exhibit E - Form of Security Agreement
Exhibit F-1 - Form of Opinion of Counsel to the Loan Parties
Exhibit F-2 - Form of UCC Opinion of Special New York Counsel to the
Loan Parties
Exhibit F-3 - Form of Corporate Opinion of Special New York Counsel to
the Loan Parties
Exhibit G - Form of Opinion of Special New York Counsel to the Agent
Exhibit H - Form of Assumption Agreement
Exhibit I - Form of Compliance Certificate
{PAGE}
CREDIT AGREEMENT, dated as of June 24, 2003 (this "Agreement"),
among The Gap, Inc., a Delaware corporation (the "Borrower"), the LC
Subsidiaries (as hereinafter defined), the Subsidiary Borrowers (as hereinafter
defined), the banks and financial institutions (the "Lenders") listed on the
signature pages hereof, the Issuing Banks (as hereinafter defined), Citigroup
Global Markets Inc. ("CGMI") and Banc of America Securities LLC ("BAS") as joint
book managers (the "Joint Book Managers"), BAS, HSBC Bank USA ("HSBC") and J.P.
Morgan Securities Inc. ("JP Morgan") as co-syndication agents (the
"Co-Syndication Agents"), CGMI, BAS and JP Morgan as joint lead arrangers (the
"Joint Lead Arrangers"), and Citicorp USA, Inc. ("CUSA"), as agent (the "Agent")
for the Lenders and the Issuing Banks hereunder.
PRELIMINARY STATEMENTS:
(1) The Borrower, certain of its subsidiaries, certain banks
and financial institutions, and the Agent entered into a Credit
Agreement dated as of March 7, 2002 (the "Existing Credit Agreement").
(2) The Borrower, the LC Subsidiaries, the Subsidiary
Borrowers, the Lenders, the Issuing Banks, the Joint Book Managers, the
Co-Syndication Agents, the Joint Lead Arrangers and the Agent desire to
enter into this Agreement to replace in part the Existing Credit
Agreement and provide other financing facilities to the Borrower, the LC
Subsidiaries and the Subsidiary Borrowers as set forth below.
NOW THEREFORE, the Borrower, the LC Subsidiaries, the Subsidiary
Borrowers, the Lenders, the Issuing Banks, the Joint Book Managers, the
Co-Syndication Agents, the Joint Lead Arrangers and the Agent agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01 Certain Defined Terms. As used in this Agreement,
the following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):
"Advance" means an advance by Lender to the Borrower as part of
a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate
Advance, each of which shall be a "Type" of Advance; and means a Swing
Line Advance by a Swing Line Lender to a Subsidiary Borrower as the
context may require.
"Affiliate" means, as to any Person, any other Person that,
directly or indirectly, controls, is controlled by, or is under common
control with, such Person.
"Alternative Currency" means any lawful currency other than
Dollars which is freely transferable and convertible into Dollars and
which an Issuing Bank or Swing Line Lender can obtain in the ordinary
course of its business.
129951
|
ABN AMRO Bank
As referenced in this Credit Agreement:
ABN AMRO BANK – s/ Stephen J. Garvin
---------------------------------------------
Name: Stephen J. Garvin
Title: Managing Director
{PAGE}
THE MANAGING AGENTS:
ABN AMRO BANK N.V.
By: /s/ Angela Noique
---------------------------------------------
Name: Angela Noique
Title: Group Vice President
By: /s/
ABN AMRO BANK – PAGE}
FLEET NATIONAL BANK
By: /s/ Stephen Garvin
---------------------------------------------
Name: Stephen Garvin
Title: Managing Director
{PAGE}
ABN AMRO BANK N.V.
By: /s/ Angela Noique
---------------------------------------------
Name: Angela Noique
Title: Group Vice President
By: /s/
ABN AMRO BANK – OF AMERICA, N.A.
By: /s/ Amy Krovocheck
---------------------------------------------
Name: Amy Krovocheck
Title: Vice President
{PAGE}
ABN AMRO BANK N.V.
By: /s/ Angela Noique
---------------------------------------------
Name: Angela Noique
Title: Group Vice President
By: /s/
ABN Amro Bank – Lender $ 55,000,000 N/A
Fleet Bank, as Lender $ 55,000,000 N/A
ABN Amro Bank N.V., as Lender $ 45,000,000 N/A
Wells Fargo Bank N.A., as
ABN AMRO Bank – 716-841-1930 Tel: 716-841-1930
Fax: 716 841-0269 Fax: 716 841-0269
------------------------------------------------------------------------------------------------------------------
ABN AMRO Bank N.V. 208 South LaSalle Street, Suite 1500 208 South LaSalle Street, Suite 1500
Chicago,
dt 45198
;
Citibank
As referenced in this Credit Agreement:
Citibank, N.A. – or any group of Persons in which one or more of the Persons
listed on Schedule III are members.
4
{PAGE}
"Citibank" means Citibank, N.A. .
"Collateral" means all of the "Collateral" referred to in the
Collateral Documents and all of the other property and assets that are
_____________
CITIBANK, N.A. – Corporate
{PAGE}
FIRST NATIONAL BANK OF OMAHA
By: /s/ Martha H. Baratta
---------------------------------------------
Name: Martha H. Baratta
Title: Vice President
{PAGE}
THE ISSUING BANKS:
CITIBANK, N.A.
By: /s/ Judith Green
---------------------------------------------
Name: Judith Green
Title: Vice President
HSBC BANK USA
By: /s/ Anne Serewicz
---------------------------------------------
Name: Anne Serewicz
Title: Senior
_____________
CITIBANK, N.A. – Senior Vice President
BANK OF AMERICA, N.A.
By: /s/ Amy Krovocheck
---------------------------------------------
Name: Amy Krovocheck
Title: Vice President
{PAGE}
THE SWING LINE LENDERS:
CITIBANK, N.A.
By: /s/ Judith Green
---------------------------------------------
Name: Judith Green
Title: Vice President
{PAGE}
HSBC BANK USA
By: /s/ Anne Serewicz
---------------------------------------------
Name: Anne Serewicz
Title:
_____________
Citibank, N.A. – A
Fifth Third Bank, as Lender $ 25,000,000 N/A
First National Bank of Omaha, as Lender $ 17,500,000 N/A
Citibank, N.A. , as Issuing Bank N/A $ 250,000,000
Bank of America, N.A., as Issuing Bank N/A $ 250,000,000
HSBC
_____________
Citibank, N.A. – LENDING OFFICES
{TABLE}
{CAPTION}
------------------------------------------------------------------------------------------------------------------
Lender Domestic Lending Office Eurodollar Lending Office
------ ----------------------- -------------------------
------------------------------------------------------------------------------------------------------------------
{S} {C} {C}
Citicorp USA Inc./ 2 Penns Way 2 Penns Way
Citibank, N.A. New Castle, DE 19720 New Castle, DE 19720
Attn: Lisa Rodriguez Attn: Lisa Rodriguez
Tel: 302-894-6070 Tel: 302-894-6070
_____________
dt 145836
;
Citicorp
As referenced in this Credit Agreement:
Citicorp North
America, – Lending Office specified opposite its name in Schedule I-B
hereto; with a copy, in the case of notices to the Agent, to Citicorp North
America, Inc., One Sansome Street, San Francisco, California, Attention: Carolyn
Wendler, Telecopier: 415-433-0307, email carolyn.wendler@citigroup.com, or, as
to
_____________
Citicorp North America, – SUBSIDIARY GUARANTY
FORM OF SUBSIDIARY GUARANTY SUPPLEMENT
___________ ___, ____
Citicorp USA, Inc.
399 Park Avenue
New York, NY 10043
Attention: Credit Administration
Citicorp North America, Inc.
One Sansome Street
San Francisco, CA
Attention: Carolyn Wendler
Telecopier: 415-433-0307
Credit Agreement dated as of June 24, 2003
_____________
Citicorp North America, – Credit Agreement referred to below
399 Park Avenue
New York, NY 10043
Attn: Credit Administration
Telecopier: 302-894-6120
With a copy to:
Citicorp North America, Inc.
One Sansome Street
San Francisco, CA
Attn: Carolyn Wendler
Telecopier: 415-433-0307
The Gap, Inc.
Ladies and Gentlemen:
Reference is
_____________
dt 158158
;
|
Citicorp USA
As referenced in this Credit Agreement:
CITICORP USA, INC – Co-Syndication Agents,
CITIGROUP GLOBAL MARKETS INC.,
BANC OF AMERICA SECURITIES LLC
and
J.P. MORGAN SECURITIES INC.,
as Joint Lead Arrangers,
and
CITICORP USA, INC .,
as Agent
for the Issuing Banks and the Lenders from time to time party hereto
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{
_____________
Citicorp USA, Inc – Morgan") as co-syndication agents (the
"Co-Syndication Agents"), CGMI, BAS and JP Morgan as joint lead arrangers (the
"Joint Lead Arrangers"), and Citicorp USA, Inc . ("CUSA"), as agent (the "Agent")
for the Lenders and the Issuing Banks hereunder.
PRELIMINARY STATEMENTS:
(1) The Borrower, certain of its subsidiaries,
_____________
CITICORP USA, INC – Title: Senior Vice President and
Treasurer
Address for Notices:
2 Folsom Street
San Francisco, CA 94105
Attn: General Counsel
111
{PAGE}
THE AGENT:
CITICORP USA, INC .
By: /s/ Judith Green
---------------------------------------------
Name: Judith Green
Title: Vice President
THE JOINT BOOK MANAGERS:
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Wajeeh Faheem
---------------------------------------------
_____________
CITICORP USA, INC – III
Title: Assistant Vice President
WELLS FARGO BANK N.A.
By: /s/ Jeff Bailard
---------------------------------------------
Name: Jeff Bailard
Title: Vice President
{PAGE}
THE LENDERS:
CITICORP USA, INC .
By: /s/ Judith Green
---------------------------------------------
Name: Judith Green
Title: Vice President
{PAGE}
JPMORGAN CHASE BANK
By: /s/ Barry K. Bergman
---------------------------------------------
Name: Barry K.
_____________
Citicorp USA, Inc – PAGE}
Schedule I-B: List of Applicable Lending Offices
Citi provides
{PAGE}
Schedule I-A
COMMITMENT AMOUNTS
LENDER / ISSUING BANK COMMITMENT ISSUING COMMITMENT
------------------------------------------ -------------- ------------------
Citicorp USA, Inc ., as Lender $ 90,000,000 N/A
JPMorgan Chase Bank, as Lender $ 90,000,000 N/A
Bank of America, N.A.,
_____________
dt 164951
;
Gap, Inc.
As referenced in this Credit Agreement:
GAP, INC – JUNE 25, 2003
{TEXT}
{PAGE}
EXHIBIT 10.1
U.S. $750,000,000
CREDIT AGREEMENT
Dated as of June 25, 2003
among
THE GAP, INC .
as Borrower,
THE SUBSIDIARIES OF THE BORROWER NAMED HEREIN,
as Subsidiary Borrowers,
THE SUBSIDIARIES OF THE BORROWER NAMED HEREIN,
as LC Subsidiaries,
_____________
Gap, Inc – Form of Assumption Agreement
Exhibit I - Form of Compliance Certificate
{PAGE}
CREDIT AGREEMENT, dated as of June 24, 2003 (this "Agreement"),
among The Gap, Inc ., a Delaware corporation (the "Borrower"), the LC
Subsidiaries (as hereinafter defined), the Subsidiary Borrowers (as hereinafter
defined), the banks and financial institutions (
_____________
GAP, INC – caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
THE BORROWER:
THE GAP, INC .
By: /s/ SABRINA SIMMONS
-------------------
Name: Sabrina Simmons
Title: Senior Vice President and
Treasurer
Address for Notices:
2 Folsom Street
San Francisco, CA
_____________
Gap, Inc – LANDLORD LIENS:
Lease Agreement, between Metropolitan Life Insurance Company, on behalf of the
Tower Fund, a commingled separate account, as Landlord and The Gap, Inc ., as
Tenant for Gateway Business Center, Building #1, City of Grove City, Ohio, dated
January 29, 1998 (the Ohio Catalog Center)
Amended
_____________
Gap, Inc – dated
January 29, 1998 (the Ohio Catalog Center)
Amended and Restated Industrial Lease Agreement, between Industrial Developments
International, Inc., as Landlord and The Gap, Inc ., as Tenant for 1200 Worldwide
Blvd., Hebron, Kentucky, dated March 10, 1998 (the Gap Outlet Distribution
Center)
Industrial Lease Agreement, between Industrial
_____________
dt 506652
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Loan and Security Agreement
Loan and Security Agreement (382K)
Doc #152481: Click preview link for longer preview.
LOAN AND SECURITY AGREEMENT
Loan and Security Agreement, dated as of July 8, 2003, among the financial institutions listed on the signature pages hereof (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders), AmSouth Bank (ASB), with an office at 1900 5th Avenue North, Birmingham, Alabama 35203, as agent (ASB in such capacity, together with any successor in such capacity, the Agent), AmSouth Capital Corp., as administrative agent (in such capacity, together with any successor in such capacity, the Administrative Agent), New World Restaurant Group, Inc., a Delaware corporation (New World), Manhattan Bagel Company, Inc., a New Jersey corporation (Manhattan Bagel), Chesapeake Bagel Franchise Corp., a New Jersey corporation (Chesapeake Bagel), Willoughbys Incorporated, a Connecticut corporation (Willoughbys), Einstein and Noah Corp., a Delaware corporation (Einstein), Einstein/Noah Bagel Partners, Inc., a California corporation (Einstein/Noah) and I. & J. Bagel, Inc., a California corporation (I&J; New World, Manhattan Bagel, Chesapeake Bagel, Willoughbys, Einstein, Einstein/Noah and I&J, each a Borrower, and, collectively, the Borrowers), and the Guarantors named herein and signatories hereto.
W I T N E S S E T H
WHEREAS, the Borrowers have requested the Lenders to make available a revolving line of credit for loans and letters of credit in an amount not to exceed $15,000,000, which revolving line of credit will also be available for working capital needs and general corporate purposes of the Borrowers; and
WHEREAS, the Lenders have agreed to make available to the Borrowers a revolving credit facility upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the Lenders, the Agent, the Administrative Agent and the Borrowers hereby agree as follows:
ARTICLE I
INTERPRETATION OF THIS AGREEMENT
Section 1.1. Definitions. As used herein:
Account Debtor means each Person obligated in any way on or in connection with an Account.
Accounts means all of each Loan Partys now owned or hereafter acquired or arising accounts, as defined in the UCC, and any other rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance.
Activation Event means, at any time, in respect of any Subsidiary that is a Non-Restricted Subsidiary at such time, the commencement of business operations or obtaining of assets with a value in excess of $100,000 by such Subsidiary.
Addendum has the meaning specified in Section 9.20(a).
Adjusted EBITDA means, with respect to any Test Period, EBITDA of New World and its Subsidiaries for such Test Period, except that the exclusion of the amounts attributable to clauses (h), (i) and (k) of the definition of EBITDA shall not exceed (x) $7 million on a 12 month trailing basis through the end of the Fiscal Year ending December 31, 2003, (y) $4 million on a 12 month trailing basis for the first fiscal quarter of the Fiscal Year ending December 31, 2004, and (z) $2 million on a 12 month trailing basis for the second fiscal quarter of the Fiscal Year ending December 31, 2004 and each fiscal quarter thereafter.
Administrative Agent has the meaning set forth in the introductory paragraph hereof.
Affiliate means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person or which owns, directly or indirectly, ten percent (10%) or more of the outstanding equity interest of such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise.
Agent has the meaning set forth in the introductory paragraph hereof.
Agent Advances has the meaning specified in Section 2.2(i).
Agent-Related Persons means the Agent and any successor agent, together with their respective Affiliates (including, without limitation, AmSouth Capital Corp. individually and in its capacity as Administrative Agent), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
Agents Liens means the Liens granted to the Agent, for the benefit of the Agent and the Lenders, pursuant to this Agreement and the other Loan Documents.
Agreement means this Loan and Security Agreement.
Anniversary Date means each anniversary of the Closing Date.
Applicable Letter of Credit Rate means (a) prior to the first Margin Adjustment Period beginning after the Closing Date, 2.50% and (b) during each Margin Adjustment Period beginning after the Closing Date, the percentage per annum set forth below opposite the respective Level indicated to have been achieved on the applicable Test Date for such Margin Adjustment Period (as shown on the respective officers certificate delivered pursuant to
152481
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McGraw-Hill Companies
As referenced in this Loan and Security Agreement:
McGraw-Hill Companies, Inc – or a Subsidiary thereof of commercial paper given a rating of A2 or better by Standard & Poors Ratings Group, a division of The McGraw-Hill Companies, Inc ., or P2 or better by Moodys Investors Service, Inc. and maturing not more than 90 days from the date of creation thereof; (
_____________
dt 310833
;
New World
As referenced in this Loan and Security Agreement:
NEW WORLD RESTAURANT GROUP, INC. – Dated as of July 8, 2003
Among
THE FINANCIAL INSTITUTIONS NAMED HEREIN
as the Lenders
and
AMSOUTH BANK
as the Agent
and
AMSOUTH CAPITAL CORP.
as the Administrative Agent
and
NEW WORLD RESTAURANT GROUP, INC.
MANHATTAN BAGEL COMPANY, INC.
CHESAPEAKE BAGEL FRANCHISE CORP.
WILLOUGHBYS INCORPORATED
EINSTEIN AND NOAH CORP.
EINSTEIN/NOAH BAGEL PARTNERS, INC.
I. & J. BAGEL, INC.
as the Borrowers
and
THE
_____________
New World Restaurant Group, Inc. – such capacity, together with any successor in such capacity, the Agent), AmSouth Capital Corp., as administrative agent (in such capacity, together with any successor in such capacity, the Administrative Agent), New World Restaurant Group, Inc. , a Delaware corporation (New World), Manhattan Bagel Company, Inc., a New Jersey corporation (Manhattan Bagel), Chesapeake Bagel Franchise Corp., a New Jersey corporation (Chesapeake Bagel), Willoughbys Incorporated, a Connecticut
_____________
New World Restaurant Group, Inc. – at such address for such Lender as set forth on the applicable Assignment and Acceptance pursuant to which such Assignee became a Lender.
If to any Loan Party:
c/o New World Restaurant Group, Inc.
1687 Cole Boulevard
Golden, Colorado 80401-3316
Attention: Anthony Wedo
Telecopy No.: (303) 568-8199
with copies to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attention:
_____________
NEW WORLD RESTAURANT GROUP, INC. – connection with such Excess Payment.
110
(Signature pages to follow)
111
IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written.
BORROWERS AND GUARANTORS
NEW WORLD RESTAURANT GROUP, INC.
By:
/s/ ANTHONY D. WEDO
Name: Anthony D. Wedo
Title: CEO
MANHATTAN BAGEL COMPANY, INC.
By:
/s/ ANTHONY D. WEDO
Name: Anthony D. Wedo
Title: CEO
CHESAPEAKE BAGEL FRANCHISE
_____________
dt 1440331
;
New World
As referenced in this Loan and Security Agreement:
NEW WORLD RESTAURANT GROUP, INC. – Dated as of July 8, 2003
Among
THE FINANCIAL INSTITUTIONS NAMED HEREIN
as the Lenders
and
AMSOUTH BANK
as the Agent
and
AMSOUTH CAPITAL CORP.
as the Administrative Agent
and
NEW WORLD RESTAURANT GROUP, INC.
MANHATTAN BAGEL COMPANY, INC.
CHESAPEAKE BAGEL FRANCHISE CORP.
WILLOUGHBYS INCORPORATED
EINSTEIN AND NOAH CORP.
EINSTEIN/NOAH BAGEL PARTNERS, INC.
I. & J. BAGEL, INC.
as the Borrowers
and
THE
_____________
New World Restaurant Group, Inc. – such capacity, together with any successor in such capacity, the Agent), AmSouth Capital Corp., as administrative agent (in such capacity, together with any successor in such capacity, the Administrative Agent), New World Restaurant Group, Inc. , a Delaware corporation (New World), Manhattan Bagel Company, Inc., a New Jersey corporation (Manhattan Bagel), Chesapeake Bagel Franchise Corp., a New Jersey corporation (Chesapeake Bagel), Willoughbys Incorporated, a Connecticut
_____________
New World Restaurant Group, Inc. – at such address for such Lender as set forth on the applicable Assignment and Acceptance pursuant to which such Assignee became a Lender.
If to any Loan Party:
c/o New World Restaurant Group, Inc.
1687 Cole Boulevard
Golden, Colorado 80401-3316
Attention: Anthony Wedo
Telecopy No.: (303) 568-8199
with copies to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attention:
_____________
NEW WORLD RESTAURANT GROUP, INC. – connection with such Excess Payment.
110
(Signature pages to follow)
111
IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written.
BORROWERS AND GUARANTORS
NEW WORLD RESTAURANT GROUP, INC.
By:
/s/ ANTHONY D. WEDO
Name: Anthony D. Wedo
Title: CEO
MANHATTAN BAGEL COMPANY, INC.
By:
/s/ ANTHONY D. WEDO
Name: Anthony D. Wedo
Title: CEO
CHESAPEAKE BAGEL FRANCHISE
_____________
dt 1319920
;
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New World
As referenced in this Loan and Security Agreement:
NEW WORLD RESTAURANT GROUP, INC – THE FINANCIAL INSTITUTIONS NAMED HEREIN
as the Lenders
and
AMSOUTH BANK
as the Agent
and
AMSOUTH CAPITAL CORP.
as the Administrative Agent
and
NEW WORLD RESTAURANT GROUP, INC .
MANHATTAN BAGEL COMPANY, INC.
CHESAPEAKE BAGEL FRANCHISE CORP.
WILLOUGHBYS INCORPORATED
EINSTEIN AND NOAH CORP.
EINSTEIN/NOAH BAGEL PARTNERS, INC.
I. & J. BAGEL,
_____________
New World Restaurant Group, Inc – such capacity, the Agent), AmSouth Capital Corp., as administrative agent (in such capacity, together with any successor in such capacity, the Administrative Agent), New World Restaurant Group, Inc ., a Delaware corporation (New World), Manhattan Bagel Company, Inc., a New Jersey corporation (Manhattan Bagel), Chesapeake Bagel Franchise Corp., a New Jersey
_____________
New World Restaurant Group, Inc – set forth on the applicable Assignment and Acceptance pursuant to which such Assignee became a Lender.
If to any Loan Party:
c/o New World Restaurant Group, Inc .
1687 Cole Boulevard
Golden, Colorado 80401-3316
Attention: Anthony Wedo
Telecopy No.: (303) 568-8199
with copies to:
Proskauer Rose LLP
1585
_____________
NEW WORLD RESTAURANT GROUP, INC – pages to follow)
111
IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written.
BORROWERS AND GUARANTORS
NEW WORLD RESTAURANT GROUP, INC .
By:
/s/ ANTHONY D. WEDO
Name: Anthony D. Wedo
Title: CEO
MANHATTAN BAGEL COMPANY, INC.
By:
/s/ ANTHONY D. WEDO
Name: Anthony
_____________
dt 528630
;
Triarc Companies
As referenced in this Loan and Security Agreement:
Triarc Companies, Inc – P., Greenlight Capital Qualified, L.P., Greenlight Capital Offshore, Ltd., Thomas Weisel Capital Partners LLC and Bruckmann, Rosser, Sherrill & Co. L.L.C., Triarc Companies, Inc . and their respective Affiliates.
17
Permitted Liens means:
(a) Liens imposed by any Governmental Authority for taxes not delinquent or statutory Liens
_____________
dt 488265
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Credit Agreement
Credit Agreement (321K)
Doc #153234: Click preview link for longer preview.
CREDIT AGREEMENT
dated as of
August 21, 2003
among
SPECIALTY RETAILERS (TX) LP
As Borrower
STAGE STORES, INC.
SPECIALTY RETAILERS, INC.
SRI GENERAL PARTNER LLC
SRI LIMITED PARTNER LLC
As Facility Guarantors
The LENDERS Party Hereto,
FLEET RETAIL FINANCE INC.
as Administrative Agent and as Collateral Agent
FLEET NATIONAL BANK
as Issuing Bank
THE CIT GROUP/BUSINESS CREDIT, INC.
GENERAL ELECTRIC CAPITAL CORPORATION
NATIONAL CITY COMMERCIAL FINANCE, INC.
As Co-Documentation Agents
WELLS FARGO FOOTHILL, LLC
as Syndication Agent
and
FLEET SECURITIES INC.
as Arranger
___________________________
TABLE OF CONTENTS
Page
ARTICLE I Definitions 1
SECTION 1.01 Defined Terms 1
SECTION 1.02 Terms Generally 26
SECTION 1.03 Accounting Terms; GAAP 27
ARTICLE II Amount and Terms of Credit 27
SECTION 2.01 Commitment of the Lenders 27
SECTION 2.02 Increase in Total Commitment 28
SECTION 2.03 Reserves; Changes to Reserves 29
SECTION 2.04 Making of Loans 30
SECTION 2.05 Overadvances 31
SECTION 2.06 Swingline Loans 31
SECTION 2.07 Letters of Credit 32
SECTION 2.08 Settlements Amongst Lenders 35
SECTION 2.09 Notes; Repayment of Loans 36
SECTION 2.10 Interest on Loans 37
SECTION 2.11 Default Interest 37
SECTION 2.12 Certain Fees 37
SECTION 2.13 Unused Commitment Fee 37
SECTION 2.14 Letter of Credit Fees 38
SECTION 2.15 Early Termination Fee 38
SECTION 2.16 Nature of Fees 39
SECTION 2.17 Termination or Reduction of Commitments 39
SECTION 2.18 Alternate Rate of Interest 39
SECTION 2.19 Conversion and Continuation of Loans 40
SECTION 2.20 Mandatory Prepayment; Commitment Termination; Cash Collateral 41
SECTION 2.21 Optional Prepayment of Loans; Reimbursement of Lenders 41
SECTION 2.22 Maintenance of Loan Account; Statements of Account 43
SECTION 2.23 Cash Receipts 43
SECTION 2.24 Application of Payments 45
SECTION 2.25 Increased Costs 46
SECTION 2.26 Change in Legality 47
SECTION 2.27 Payments; Sharing of Setoff 47
SECTION 2.28 Taxes 49
SECTION 2.29 Security Interests in Collateral 50
SECTION 2.30 Mitigation Obligations; Replacement of Lenders. 51
ARTICLE III Representations and Warranties 51
SECTION 3.01 Organization; Powers 51
SECTION 3.02 Authorization; Enforceability 52
SECTION 3.03 Governmental Approvals; No Conflicts 52
SECTION 3.04 Financial Condition 52
SECTION 3.05 Properties 52
SECTION 3.06 Litigation and Environmental Matters 53
SECTION 3.07 Compliance with Laws and Agreements 53
SECTION 3.08 Investment and Holding Company Status 53
SECTION 3.09 Taxes 53
SECTION 3.10 ERISA 53
SECTION 3.11 Disclosure. 54
SECTION 3.12 Subsidiaries 54
SECTION 3.13 Insurance 54
SECTION 3.14 Labor Matters 54
SECTION 3.15 Security Documents 54
SECTION 3.16 Federal Reserve Regulations 55
SECTION 3.17 Solvency 55
SECTION 3.18 Securitization Program 55
ARTICLE IV Conditions 55
SECTION 4.01 Closing Date 55
SECTION 4.02 Conditions Precedent to Each Loan and Each Letter of Credit 58
ARTICLE V Affirmative Covenants 58
SECTION 5.01 Financial Statements and Other Information 59
SECTION 5.02 Notices of Material Events 61
SECTION 5.03 Information Regarding Collateral 61
SECTION 5.04 Existence; Conduct of Business 62
SECTION 5.05 Payment of Obligations 62
SECTION 5.06 Maintenance of Properties 62
SECTION 5.07 Insurance 62
SECTION 5.08 Casualty and Condemnation 63
SECTION 5.09 Books and Records; Inspection and Audit Rights 63
SECTION 5.10 Physical Inventories 64
SECTION 5.11 Compliance with Laws 64
SECTION 5.12 Use of Proceeds and Letters of Credit 64
SECTION 5.13 Additional Subsidiaries 65
SECTION 5.14 Further Assurances 65
ARTICLE VI Negative Covenants 65
SECTION 6.01 Indebtedness and Other Obligations 65
SECTION 6.02 Liens 67
SECTION 6.03 Fundamental Changes 67
SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions 68
SECTION 6.05 Asset Sales 68
SECTION 6.06 Restricted Payments; Certain Payments of Indebtedness 69
SECTION 6.07 Transactions with Affiliates 70
SECTION 6.08 Restrictive Agreements 70
SECTION 6.09 Amendment of Material Documents 71
SECTION 6.10 Additional Subsidiaries 71
SECTION 6.11 Capital Expenditures 71
SECTION 6.12 Fiscal Year 71
SECTION 6.13 Environmental Laws 71
SECTION 6.14 Securitization Program 72
ARTICLE VII Events of Default 72
SECTION 7.02 When Continuing 75
SECTION 7.03 Remedies on Default 75
SECTION 7.04 Application of Proceeds 75
ARTICLE VIII The Agents 75
SECTION 8.01 Administration by Administrative Agent 75
SECTION 8.02 The Collateral Agent 76
SECTION 8.03 Agreement of Required Lenders 76
SECTION 8.04 Liability of Agents 76
SECTION 8.05 Notice of Default; Actions on Default 77
SECTION 8.06 Lenders' Credit Decisions 78
SECTION 8.07 Reimbursement and Indemnification 78
SECTION 8.08 Rights of Agents 78
SECTION 8.09 Notice of Transfer 78
SECTION 8.10 Successor Agent 79
SECTION 8.11 Reports and Financial Statements 79
SECTION 8.12 Delinquent Lender 79
SECTION 8.13 Arranger, Co-Documentation Agents and Syndication Agent 80
ARTICLE IX Miscellaneous 80
SECTION 9.01 Notices 80
SECTION 9.02 Waivers; Amendments 81
SECTION 9.03 Expenses; Indemnity; Damage Waiver 82
SECTION 9.04 Successors and Assigns 84
SECTION 9.05 Survival 86
SECTION 9.06 Counterparts; Integration; Effectiveness 86
SECTION 9.07 Severability 86
SECTION 9.08 Right of Setoff 87
SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process 87
SECTION 9.10 WAIVER OF JURY TRIAL 87
SECTION 9.11 Headings 88
SECTION 9.12 Interest Rate Limitation 88
SECTION 9.13 Additional Waivers 88
SECTION 9.14 Confidentiality 89
EXHIBITS
A. Assignment and Acceptance
B-1. Revolving Notes
B-2 Swingline Note
C Opinion of Counsel to Loan Parties
D. Form of Compliance Certificate
E. Borrowing Base Certificate
F. Form of Intercreditor Agreement
SCHEDULES
1.1 Lenders and Commitments
1.2 Existing Securitization Program Documents
1.3 Fiscal Periods
1.4 Warrants
2.23(a) DDAs
2.23(b) Credit Card Arrangements
2.23(c) Blocked Accounts
2.23(f) Disbursement Accounts
3.05(c)(i) Title to Properties; Real Estate Owned
3.05(c)(ii) Leased Properties
3.06 Disclosed Matters
3.12 Subsidiaries
3.13 Insurance
5.01(i) Financial Reporting Requirements
6.01 Indebtedness
6.02 Liens
6.04 Investments
CREDIT AGREEMENT dated as of August 21, 2003 among
SPECIALTY RETAILERS (TX) LP, a Texas limited partnership, having its principal place of business at 10201 Main Street, Houston, Texas 77025; and
STAGE STORES, INC., a Nevada corporation, having its principal place of business at 10201 Main Street, Houston, Texas 77025; and
SPECIALTY RETAILERS, INC., a Texas corporation, having its principal place of business at 10201 Main Street, Houston, Texas 77025; and
SRI GENERAL PARTNER LLC, a Nevada limited liability company, having its principal place of business at 10201 Main Street, Houston, Texas 77025; and
SRI LIMITED PARTNER LLC, a Nevada limited liability company, having its principal place of business at 10201 Main Street, Houston, Texas 77025; and
the LENDERS party hereto; and
FLEET NATIONAL BANK, as Issuing Bank, a national banking association having a place of business at 100 Federal Street, Boston, Massachusetts 02110; and
FLEET RETAIL FINANCE INC., as Administrative Agent and as Collateral Agent for the Lenders, a Delaware corporation, having its principal place of business at 40 Broad Street, Boston, Massachusetts 02109; and
THE CIT GROUP/BUSINESS CREDIT, INC., GENERAL ELECTRIC CAPITAL CORPORATION, AND NATIONAL CITY COMMERCIAL FINANCE, INC., as Co-Documentation Agents; and
WELLS FARGO FOOTHILL, LLC, as Syndication Agent
in consideration of the mutual covenants herein contained and benefits to be derived herefrom.
ARTICLE I
Definitions
SECTION 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
"ACH" shall mean automated clearing house transfers.
"Account" shall mean "accounts" as defined in the UCC, and also all: accounts, accounts receivable, receivables, and rights to payment (whether or not earned by performance) for: property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of; services rendered or to be rendered; a policy of insurance issued or to be issued; a secondary obligation incurred or to be incurred; arising out of the use of a credit or charge card or information contained on or used with that card.
"Additional Commitment Lender" has the meaning provided therefor in Section 2.02(a).
"Adjusted Eurodollar Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the Eurodollar Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. The Adjusted Eurodollar Rate will be adjusted automatically as to all Eurodollar Rate Loans then outstanding as of the effective date of any change in the Statutory Reserve Rate.
"Administrative Agent" means FRF, in its capacity as administrative agent for the Lenders hereunder.
"Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified or is a director or officer of such Person.
"Agents" shall mean collectively, the Administrative Agent and the Collateral Agent.
"Agreement" means this Credit Agreement, as modified, amended, supplemented or restated, and in effect from time to time.
"Agreement Value" means, for each Hedging Agreement, on any date of determination, an amount determined by the Administrative Agent equal to:
(a) in the case of a Hedging Agreement documented pursuant to the Master Agreement (Multicurrency-Cross Border) published by the International Swap and Derivatives Association, Inc. (the "Master Agreement"), the amount, if any, that would be payable by any Loan Party or any of its Subsidiaries to its counterparty to such Hedging Agreement, as if (i) such Hedging Agreement was being terminated early on such date of determination, (ii) such Loan Party or Subsidiary was the sole "Affected Party", and (iii) the Administrative Agent was the sole party determining such payment amount (with the Administrative Agent making such determination pursuant to the provisions of the form of Master Agreement); or
(b) in the case of a Hedging Agreement traded on an exchange, the mark-to-market value of such Hedging Agreement, which will be the unrealized loss on such Hedging Agreement to the Loan Party or Subsidiary of a Loan Party to such Hedging Agreement determined by the Administrative Agent based on the settlement price of such Hedging Agreement on such date of determination; or
(c) in all other cases, the mark-to-market value of such Hedging Agreement, which will be the unrealized loss on such Hedging Agreement to the Loan Party or Subsidiary of a Loan Party party to such Hedging Agreement determined by the Administrative Agent as the amount, if any, by which (i) the present value of the future cash flows to be paid by such Loan Party or Subsidiary exceeds (ii) the present value of the future cash flows to be received by such Loan Party or Subsidiary pursuant to such Hedging Agreement; capitalized terms used and not otherwise defined in this definition shall have the respective meanings set forth in the above described Master Agreement.
"Applicable Law" means as to any Person: (i) all laws, statutes, rules, regulations, orders, or other requirements having the force of law and (ii) all court orders and injunctions, and/or similar rulings, in each instance ((i) and (ii)) of or by any Governmental Authority, or court, or tribunal which has jurisdiction over such Person, or any property of such Person, or of any other Person for whose conduct such Person would be responsible.
"Applicable Margin" means initially, the rates for Prime Rate Loans and Eurodollar Loans, set forth in Level 1, below:
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Citicorp USA
As referenced in this Credit Agreement:
Citicorp USA, Inc – Credit Agreement dated as of August 24, 2001 among the Borrower, the Parent, the Initial Lenders, Initial Issuing Bank, Initial Swing Line Bank, Citicorp USA, Inc ., as Administrative Agent and Collateral Agent, and Salomon Smith Barney Inc., as Arranger and Book Manager, as amended and in effect.
"FASB"
_____________
dt 164982
;
Stage Stores
As referenced in this Credit Agreement:
STAGE STORES, INC – 10.1 4 ex10_1.htm
EXHIBIT 10.1
CREDIT AGREEMENT
dated as of
August 21, 2003
among
SPECIALTY RETAILERS (TX) LP
As Borrower
STAGE STORES, INC .
SPECIALTY RETAILERS, INC.
SRI GENERAL PARTNER LLC
SRI LIMITED PARTNER LLC
As Facility Guarantors
The LENDERS Party Hereto,
FLEET RETAIL FINANCE INC.
_____________
STAGE STORES, INC – among
SPECIALTY RETAILERS (TX) LP, a Texas limited partnership, having its principal place of business at 10201 Main Street, Houston, Texas 77025; and
STAGE STORES, INC ., a Nevada corporation, having its principal place of business at 10201 Main Street, Houston, Texas 77025; and
SPECIALTY RETAILERS, INC., a Texas
_____________
Stage Stores, Inc – Base.
"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
"Parent" means Stage Stores, Inc ., a Nevada corporation.
"Participation Register" has the meaning provided therefor in Section 9.04(e).
"Payment Conditions" means, at the time of
_____________
STAGE STORES, INC – TX) LP
as Borrower
By: SRI General Partner LLC, its General Partner
By: \s\ Michael E. McCreery
Name: Michael E. McCreery
Title: Manager
STAGE STORES, INC ., as Facility Guarantor
By: \s\ Michael E. McCreery
Name: Michael E. McCreery
Title: Executive Vice President and Chief Financial Officer
SPECIALTY RETAILERS,
_____________
dt 506971
;
BNY
As referenced in this Credit Agreement:
Bank of New York, – Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a
dt 41876
;
|
Citicorp USA
As referenced in this Credit Agreement:
Citicorp USA, Inc – Credit Agreement dated as of August 24, 2001 among the Borrower, the Parent, the Initial Lenders, Initial Issuing Bank, Initial Swing Line Bank, Citicorp USA, Inc ., as Administrative Agent and Collateral Agent, and Salomon Smith Barney Inc., as Arranger and Book Manager, as amended and in effect.
"FASB"
_____________
dt 164982
;
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| 2003 |
Loan and Security Agreement
Loan and Security Agreement (339K)
Doc #153943: Click preview link for longer preview.
LOAN AND SECURITY AGREEMENT
THIS LOAN AND SECURITY AGREEMENT (this Agreement), is entered into as of March 10, 2003 between and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders), WELLS FARGO BANK, N.A., as the agent for the Lenders (Agent), and CENTURY BUSINESS CREDIT CORPORATION, as the collateral agent for the Lenders (Collateral Agent) and, on the other hand, CUTTER & BUCK INC., a Washington corporation (Borrower).
The parties agree as follows:
1. DEFINITIONS AND CONSTRUCTION.
1.1 Definitions. As used in this Agreement, the following terms shall have the following definitions:
Acceptances shall mean any existing and future drafts which involve Borrower or beneficiary under a Letter of Credit as drawer that are processed and accepted for payment by Agent, Agent or other accepting bank in its absolute discretion.
Account Debtor means any Person who is or who may become obligated under, with respect to, or on account of, an Account, chattel paper, or a General Intangible.
Accounts means all of Borrowers now owned or hereafter acquired right, title, and interest with respect to accounts (as that term is |