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Exhibit 10.34
DEBTOR-IN-POSSESSION
REVOLVING CREDIT NOTE
WELLS FARGO RETAIL FINANCE, LLC
813875.2
$30,000,000.00
Boston, Massachusetts
February 4, 2004
FOR VALUE
RECEIVED, the undersigned, Gadzooks, Inc., Debtor and
Debtor-in-Possession, a Texas corporation
with its principal executive offices
at 4121 International Parkway, Carrollton,
Texas 75007 (the "BORROWER"),
promises to pay to the order of Wells Fargo
Retail Finance, LLC, a Delaware
limited liability company with its offices
at One Boston Place - 18th Floor,
Boston, Massachusetts 02108 (with any
subsequent holder, the "LENDER") the
aggregate unpaid principal balance of loans
and advances made to or for the
account of the Borrower pursuant to the
Revolving Credit established pursuant to
the Debtor-in-Possession Loan and Security
Agreement of even date (as such may
be amended hereafter, the "LOAN AGREEMENT")
between the Lender and the Borrower,
with interest at the rate and payable in
the manner stated therein.
This is
the "Revolving Credit Note" to which reference is made in the
Loan
Agreement and is subject to all terms and
provisions thereof. The principal of,
and interest on, this Revolving Credit Note
shall be payable as provided in the
Loan Agreement and shall be subject to
acceleration as provided therein. Terms
used herein which are defined in the Loan
Agreement are used as so defined.
The Lender's books and
records concerning loans and advances pursuant to
the Revolving Credit, the accrual of
interest thereon, and the repayment of such
loans and advances, shall be prima facie
evidence of the indebtedness hereunder.
The Borrower shall be bound by and
obligated on account of any increase or
decrease in the amount of the holder's
Revolving Credit Ceiling notwithstanding
that such increase or decrease may not be
reflect on this Revolving Credit Note.
No delay
or omission by the Lender in exercising or enforcing any of the
Lender's powers, rights, privileges,
remedies, or discretions hereunder shall
operate as a waiver thereof on t
