NOTE

 

 

$10,000,000 August 31, 2006

 

FOR VALUE RECEIVED, the undersigned, The Bombay Company, Inc., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages hereof (each Subsidiary, together with Parent, individually a “Borrower” and collectively the “Borrowers”), hereby promises to pay to the order of WELLS FARGO RETAIL FINANCE, LLC (“Lender”) at the Agent’s (as defined below) office at One Boston Place, 18^th Floor, Boston, Massachusetts, 02108;

 

(a) Prior to or on the Maturity Date the principal amount of TEN MILLION DOLLARS ($10,000,000) or, if less, the aggregate unpaid principal amount of Real Property Advances made by the Lender to the Borrowers pursuant to that certain Loan and Security Agreement, dated as of September 29, 2004 (as amended, amended and restated or otherwise modified and in effect from time to time, the “Loan Agreement”), among the Borrowers, Lender and the other financial institutions from time to time party thereto (collectively, the “Lenders”) and Wells Fargo Retail Finance, LLC, as agent for the Lenders (the “Agent”);

 

(b) The principal outstanding hereunder from time to time at the times provided in the Loan Agreement; and

 

(c) Interest on the principal balance hereof from time to time outstanding from the date hereof through and including the Maturity Date (as defined in the Loan Agreement) at the times and at the rate provided in the Loan Agreement.

 

All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Loan Agreement. This Note evidences borrowings under and has been issued by the Borrowers in accordance with the terms of the Loan Agreement. The Lender and any holder hereof is entitled to the benefits of the Loan Agreement and the other Loan Documents, and may enforce the agreements of the Borrowers contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof.

 

The Borrowers irrevocably authorize the Lender to make or cause to be made, at or about the time of each Real Property Advance or at the time of receipt of any payment of principal of this Note, an appropriate notation on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, reflecting the making of such Real Property Advances or (as the case may be) the receipt of such payment. The outstanding amount of the Real Property Advances set forth on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Lender with respect to any Real Property Advances shall be prima facie evidence of the principal amount thereof owing and unpaid to the Lender, but the failure to record, or any error in so recording, any such amount on any such grid, continuation or other record shall not limit or otherwise affect the obligation of the Lender hereunder or under the Loan Agreement to make payments of principal of and interest on this Note when due.

 

The Borrowers have the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Loan Agreement.

 

If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Loan Agreement.

 

No delay or omission on the part of the Lender or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Lender or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion.

 

The Borrowers and every endorser and guarantor of this Note or the obligation represented hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable.

 

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Note to be signed in its corporate name by its duly authorized officer as of the day and year first above written.

 

 

By: /s/ELAINE D. CROWLEY      

                                                                                                Name: Elaine D. Crowley

                                                                                                Title: Senior Vice President, Chief Financial Officer and Treasurer

 

 

 

 

By: /s/JEFFREY J. WALKER

Name: Jeffrey J. Walker

Title: President

 

 

By: /s/ELAINE D. CROWLEY

Name: Elaine D. Crowley

Title: Vice President

 

Date	Amount of Real Property Advance	Amount of Principal Paid or Prepaid	Balance of Principal Unpaid	Notation Made By: