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Loan and Security Agreement

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Title:

Loan and Security Agreement

Entities:

Gap, Inc.; Washington Mutual Bank, FA; Wells Fargo Bank, NA; Lane Powell Spears Lubersky; Milberg Weiss Bershad Hynes & Lerach; Cutter & Buck Inc.

Date:

2003

Size:

Preview shows 119KB of 340KB total

Price:

$78

ID:

#153943

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LOAN AND SECURITY AGREEMENT

by and among

CUTTER & BUCK INC.

as Borrower,

THE LENDERS THAT ARE SIGNATORIES HERETO

as the Lenders,

WELLS FARGO BANK, N.A.

as the Agent,

and

CENTURY BUSINESS CREDIT CORPORATION

as the Collateral Agent

Dated as of March 10, 2003

TABLE OF CONTENTS

1.	DEFINITIONS AND CONSTRUCTION
	1.1	Definitions
	1.2	Accounting Terms
	1.3	Code
	1.4	Construction
	1.5	Schedules and Exhibits

2.	LOAN AND TERMS OF PAYMENT
	2.1	Revolver Advances
	2.2	Intentionally Omitted
	2.3	Borrowing Procedures and Settlements
	2.4	Payments.
	2.5	Overadvances
	2.6	Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations
	2.7	Cash Management
	2.8	Crediting Payments; Float Charge
	2.9	Designated Account
	2.10	Maintenance of Loan Account; Statements of Obligations
	2.11	Fees
	2.12	Letters of Credit and Acceptances
	2.13	LIBOR Option
	2.14	Capital Requirements

3.	CONDITIONS; TERM OF AGREEMENT
	3.1	Conditions Precedent to the Initial Extension of Credit
	3.2	Conditions Subsequent to the Initial Extension of Credit
	3.3	Conditions Precedent to all Extensions of Credit
	3.4	Term
	3.5	Effect of Termination
	3.6	Early Termination by Borrower

4.	CREATION OF SECURITY INTEREST
	4.1	Grant of Security Interest
	4.2	Negotiable Collateral
	4.3	Collection of Accounts, General Intangibles, and Negotiable Collateral
	4.4	Delivery of Additional Documentation Required
	4.5	Power of Attorney
	4.6	Right to Inspect
	4.7	Control Agreements

5.	REPRESENTATIONS AND WARRANTIES

	5.1	No Encumbrances
	5.2	Eligible Accounts
	5.3	Eligible Inventory
	5.4	Equipment
	5.5	Location of Inventory and Equipment
	5.6	Inventory Records
	5.7	Location of Chief Executive Office; FEIN
	5.8	Due Organization and Qualification; Subsidiaries
	5.9	Due Authorization; No Conflict
	5.10	Litigation
	5.11	No Material Adverse Change
	5.12	Fraudulent Transfer.
	5.13	Employee Benefits
	5.14	Environmental Condition
	5.15	Brokerage Fees
	5.16	Intellectual Property
	5.17	Leases
	5.18	DDAs
	5.19	Complete Disclosure
	5.20	Indebtedness

6.	AFFIRMATIVE COVENANTS
	6.1	Accounting System
	6.2	Collateral Reporting
	6.3	Financial Statements, Reports, Certificates
	6.4	Intentionally Omitted
	6.5	Return
	6.6	Maintenance of Properties
	6.7	Taxes
	6.8	Insurance.
	6.9	Location of Inventory and Equipment
	6.10	Compliance with Laws
	6.11	Leases
	6.12	Brokerage Commissions
	6.13	Existence
	6.14	Environmental
	6.15	Disclosure Updates

7.	NEGATIVE COVENANTS
	7.1	Indebtedness
	7.2	Liens
	7.3	Restrictions on Fundamental Changes
	7.4	Disposal of Assets
	7.5	Change Name, etc
	7.6	Guarantee
	7.7	Nature of Business
	7.8	Prepayments and Amendments

	7.9	Change of Control
	7.10	Consignments
	7.11	Distributions
	7.12	Accounting Methods
	7.13	Investments
	7.14	Transactions with Affiliates
	7.15	Suspension
	7.16	Intentionally Omitted
	7.17	Use of Proceeds
	7.18	Change in Location of Chief Executive Office; Inventory and Equipment with Bailees
	7.19	Securities Accounts
	7.20	Financial Covenants

8.	EVENTS OF DEFAULT

9.	THE LENDER GROUPS RIGHTS AND REMEDIES
	9.1