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Revolving Credit Agreement

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Citi Trends Inc | Bank of America, N.A.

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Date: 2/28/2005

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                                                                   Exhibit 10.10


                                 PROMISSORY NOTE



BORROWER:   Citi Trends, Inc.                  LENDER:    Bank of America, N.A.

           102 Fahm Street                             CCS-Commercial Banking

           Savannah, GA 31401                          FL9-100-03-15

                                                      600 Peachtree St. NE

                                                      Atlanta, GA 30308



PRINCIPAL AMOUNT: $3,000,000.00                        DATE OF NOTE: JUNE 21,2004


PROMISE TO PAY. Citi Trends, Inc. ("Borrower") promises to pay to Bank of

America, N.A. ("Lender"), or order, in lawful money of the United States of

America, the principal amount of Three Million & 00/100 Dollars ($3,000,000.00)

or so much as may be outstanding, together with interest on the unpaid

outstanding principal balance of each advance. Interest shall be calculated from

the date of each advance until repayment of each advance.


PAYMENT. Borrower will pay this loan in one payment of all outstanding principal

plus all accrued unpaid interest on June 30, 2005. In addition, Borrower will

pay regular monthly payments of all accrued unpaid interest due as of each

payment date, beginning July 26,2004, with all subsequent interest payments to

be due on the same day of each month after that. Unless otherwise agreed or

required by applicable law, payments will be applied first to any accrued unpaid

interest; then to principal; then to any late charges; and then to any unpaid

collection costs. The annual interest rate for this Note is computed on a

365/360 basis; that is, by applying the ratio of the annual interest rate over a

year of 360 days, multiplied by the outstanding principal balance, multiplied by

the actual number of days the principal balance is outstanding. Borrower will

pay Lender at Lender's address shown above or at such other place as Lender may

designate in writing.


VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from

time to time based on changes in an independent index which is the "LIBOR Daily

Floating Rate" which is the fluctuating rate of interest (rounded upwards, if

necessary to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any

successor page) as the 1 month London interbank offered rate for deposits in

United States Dollars at approximately 11:00 a.m. (London time) on the second

preceding business day, as adjusted from time to time in Lender's sole

discretion for then-applicable reserve requirements, deposit insurance

assessment rates and other regulatory costs; if for any reason such rate is not

available, the term "LIBOR Daily Floating Rate" shall mean the fluctuating rate

of interest equal to the rate of interest (rounded upwards, if necessary to the

nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the 1 month London

interbank offered rate for deposits in United States Dollars at approximately

11:00 a.m. (London time) on the second preceding day, as adjusted from time to

time in Lender's sole discretion for then-applicable reserve requirements,

deposit insurance assessment rates and other regulatory costs; provided,

however, if more than one rate is specified on Reuters Screen LIBO page, the

applicable rate shall be the arithmetic mean of all such rates (the "Index").

The Index is not necessarily the lowest rate charged by Lender on its loans. If

the Index becomes unavailable during the term of this loan, Lender may designate

a substitute index after notice to Borrower. Lender will tell Borrower the

current Index rate upon Borrower's request. The interest rate change will not

occur more often than each date of such change in the Index. Borrower

understands that Lender may make loans based on other rates as well. The

interest rate to be applied to the unpaid principal balance of this Note will be

at a rate of 2.000 percentage points over the Index. NOTICE: Under no

circumstances will the interest rate on this Note be more than the maximum rate

allowed by applicable law.


PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed

earlier than it is due. Early payments will not, unless agreed to by Lender in

writing, relieve Borrower of Borrower's obligation to continue to make payments

of accrued unpaid interest. Rather, early payments will reduce the principal

balance due. Borrower agrees not to send Lender payments marked "paid in full",

"without recourse", or similar language. If Borrower sends such a payment,

Lender may accept it without losing any of Lender's rights under this Note, and

Borrower will remain obligated to pay any further amount owed to Lender. All

written communications concerning disputed amounts, including any check or other

payment instrument that indicates that the payment constitutes "payment in full"

of the amount owed or that is tendered with other conditions or limitations or

as full satisfaction of a disputed amount must be mailed or delivered to: Bank

of America, N.A.; CCS-Commercial Banking; FL9-100-03-15; 600 Peachtree St. NE;

Atlanta, GA 30308.


LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged

4.000% of the unpaid portion of the regularly scheduled payment, regardless of

any partial payments Lender has received.


INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final

maturity, Lender, at its option, may, if permitted under applicable law,

increase the variable interest rate on this Note to 8.000 percentage points over

the Index. The interest rate will not exceed the maximum rate permitted by

applicable law.


DEFAULT. Each of the following shall constitute an event of default ("Event of

Default") under this Note:


      PAYMENT DEFAULT. Borrower fails to make any payment when due under this



      OTHER DEFAULTS. Borrower fails to comply with or to perform any other

      term, obligation, covenant or condition contained in this Note or in any

      of the related documents or to comply with or to perform any term,

      obligation, covenant or condition contained in any other agreement between

      Lender and Borrower.


      DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults under

      any loan, extension of credit, security agreement, purchase or sales

      agreement, or any other agreement, in favor of any other creditor or

      person that may materially affect any of Borrower's property or Borrower's

      ability to repay this Note or perform Borrower's obligations under this

      Note or any of the related documents.


      FALSE STATEMENTS. Any warranty, representation or statement made or

      furnished to Lender by Borrower or on Borrower's behalf under this Note or

      the related documents is false or misleading in any material respect,

      either now or at the time made or furnished or becomes false or misleading

      at any time thereafter.


      INSOLVENCY. The dissolution or termination of Borrower's existence as a

      going business, the insolvency of Borrower, the appointment of a receiver

      for any part of Borrower's property, any assignment for the benefit of

      creditors, any type of creditor workout, or the commencement of any

      proceeding under any bankruptcy or insolvency laws by or against Borrower.


      CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or

      forfeiture proceedings, whether by judicial proceeding, self-help,

      repossession or any other method, by any creditor of Borrower or by any

      governmental agency against any collateral securing the loan. This

      includes a garnishment of any of Borrower's accounts, including deposit

      accounts, with Lender. However, this Event of Default shall not apply if

      there is a good faith dispute by Borrower as to the validity or

      reasonableness of the claim which is the basis of the creditor or

      forfeiture proceeding and if Borrower gives Lender written notice of the

      creditor or forfeiture proceeding and deposits with Lender monies or a

      surety bond for the creditor or forfeiture proceeding, in an amount

      determined by Lender, in its sole discretion, as being an adequate reserve

      or bond for the dispute.



                                 PROMISSORY NOTE

                                   (Continued)                             Page 2



       EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with

      respect to any guarantor, endorser, surety, or accommodation party of any

      of the indebtedness or any guarantor, endorser, surety, or accommodation

      party dies or becomes incompetent, or revokes or disputes the validity of,

      or liability under, any guaranty of the indebtedness evidenced by this



      CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent (25%)

      or more of the common stock of Borrower.


      ADVERSE CHANGE. A material adverse change occurs in Borrower's financial

      condition, or Lender believes the prospect of payment or performance of

      this Note is impaired.


      INSECURITY. Lender in good faith believes itself insecure.


LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal

balance on this Note and all accrued unpaid interest immediately due, and then

Borrower will pay that amount.


ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect

this Note if Borrower does not pay. Borrower will pay Lender that amount. This

includes, subject to any limits under applicable law, Lender's costs of

collection, including court costs and fifteen percent (15%) of the principal

plus accrued interest as attorneys' fees, if any sums owing under this Note are

collected by or through an attorney at law, whether or not there is a lawsuit,

and legal expenses for bankruptcy proceedings (including efforts to modify or

vacate any automatic stay or injunction), and appeals. If not prohibited by

applicable law, Borrower also will pay any court costs, in addition to all other

sums provided by law.


GOVERNING LAW. This Note will be governed by, construed and enforced in

accordance with federal law and the laws of the State of Georgia. This Note has

been accepted by Lender in the State of Georgia.


CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to

submit to the jurisdiction of the courts of any County, State of Georgia.


RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a

right of setoff in all Borrower's accounts with Lender (whether checking,

savings, or some other account). This includes all accounts Borrower holds

jointly with someone else and all accounts Borrower may open in the future.

However, this does not include any IRA or Keogh accounts, or any trust accounts

for which setoff would be prohibited by law. Borrower authorizes Lender, to the

extent permitted by applicable law, to charge or setoff all sums owing on the

debt against any and all such accounts.


LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under

this Note, as well as directions for payment from Borrower's accounts, may be

requested orally or in writing by Borrower or by an authorized person. Lender

may, but need not, require that all oral requests be confirmed in writing.

Borrower agrees to be liable for all sums either: (A) advanced in accordance

with the instructions of an authorized person or (B) credited to any of

Borrower's accounts with Lender. The unpaid principal balance owing on this Note

at any time may be evidenced by endorsements on this Note or by Lender's

internal records, including daily computer print-outs. Lender will have no

obligation to advance funds under this Note if: (A) Borrower or any guarantor is

in default under the terms of this Note or any agreement that Borrower or any

guarantor has with Lender, including any agreement made in connection with the

signing of this Note; (B) Borrower or any guarantor ceases doing business or is

insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit,

modify or revoke such guarantor's guarantee of this Note in any other loan with

Lender; (D) Borrower has

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