Weeks Ended

Exhibit 10.4

FOURTH AMENDMENT

TO CREDIT AGREEMENT

     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of May 13, 2005, effective January 29, 2005, is made by and among Too, Inc., a Delaware corporation (the “Borrower”), each of the Guarantors (as defined in the Credit Agreement defined below), the Lenders (as defined in the Credit Agreement defined below), National City Bank, in its capacity as sole lead arranger and administrative agent for the Lenders under the Credit Agreement (the “Agent”), Fifth Third Bank, as co-syndication agent, LaSalle Bank National Association, as co-syndication agent, Bank of America, N.A., as co-documentation agent, and The Huntington National Bank, as co-documentation agent.

BACKGROUND

     The parties hereto are parties to that Credit Agreement, dated as of April 29, 2003 (as amended to the date hereof, the “Credit Agreement”), and desire to amend various terms thereof as set forth herein.

OPERATIVE PROVISIONS

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and incorporating the above-defined terms herein and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Defined Terms; References. Terms not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Credit Agreement. Each reference to “hereof,” “hereunder,” “herein,” and similar references contained in the Credit Agreement, and each reference to “this Agreement” and similar references contained in the Credit Agreement, shall refer to the Credit Agreement as and to the extent amended hereby.

2. Amendment of Credit Agreement.

     (a) Definitions. Effective as of the date hereof, the definition of “Cash Equivalent” is hereby inserted in alphabetical order at Section 1.01 of the Credit Agreement as follows:

     Cash Equivalent shall mean :

     (i) securities with maturities of 18 months or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof;

     (ii) certificates of deposit and time deposits with maturities of 18 months or less from the date of acquisition and overnight bank deposits of any Lender or of any commercial bank having capital and surplus in excess of $500,000,000;

     (iii) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (ii) of this definition with respect to securities issued or fully guaranteed or insured by the United States Government;

     (iv) commercial paper of a domestic issuer rated at least A-2 by Standard & Poor’s or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency if both of Standard & Poor’s and Moody’s cease publishing ratings of investments;

     (v) securities with maturities of 18 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by Standard & Poor’s or A by Moody’s;

     (vi) securities with maturities of 18 months or less from the date of acquisition backed by standby letters of credit issued by any Bank or any commercial bank satisfying the requirements of clause (ii) of this definition;

     (vii) corporate obligations such as notes, bonds, loan participation certificates, master notes, and variable rate demand notes rated at least A by Standard & Poor’s or A2 by Moody’s;

     (viii) asset backed and mortgage backed securities and collateralized mortgage obligations rated AAA by Standard & Poor’s or Aaa by Moody’s;

     (ix) money market auction rate preferred securities and auction rate notes with auctions scheduled no less frequently than every 49 days; and

     (x) shares of money market mutual or similar funds which invest principally in assets satisfying the requirements of clauses (i) through (ix) of this definition.

     (b) Dividends and Restricted Payments. Effective as of the date hereof, Section 7.02(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:

     (i) Dividends and Restricted Payments. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests or on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, except

     (i) dividends or other distributions payable to another Loan Party,

     (ii) dividends on or redemptions or repurchases of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests the aggregate amount of which does not exceed in any fiscal year of Borrower fifty percent (50%) of the reported fiscal

year consolidated net earnings of Borrower and its Subsidiaries for such fiscal year ; provided, however, that the Loan Parties shall be permitted to make dividends on and redemptions or repurchases of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests in an unlimited amount if for at least ninety (90) days prior to each such dividend, redemption, and repurchase, and after giving effect thereto, (A) Borrower shall have at least $75,000,000 of unencumbered cash or Cash Equivalent showing on its consolidated balance sheet, and (B) no Revolving Facility Usage (other than by way of Letters of Credit utilized in the ordinary course of the business of the Loan Parties) shall have occurred.

3. Representations and Warranties. Each of the Loan Parties hereby represents and warrants to the Lenders, after giving effect to this Amendment, as follows:

     (a) Authorization. The execution and delivery by the Loan Parties of this Amendment, the consummation by the Loan Parties of the transactions contemplated by the Credit Agreement as amended hereby, and the performance by each Loan Party of its respective obligations under the Credit Agreement as amended hereby have been duly authorized by all necessary corporate or similar applicable proceedings on the part of each Loan Party. On the date of each Loan Party’s execution hereof, there are no set-offs, claims, defenses, counterclaims, causes of action, or deductions of any nature against any of the Obligations;

     (b) Valid and Binding. This Amendment has been duly and validly executed and delivered by each Loan Party and constitutes, and the Credit Agreement as amended hereby constitutes, the legal, valid and binding obligations of each Loan Party enforceable in accordance with the terms hereof and thereof, except as the enforceability of this Amendment or the Credit Agreement as amended hereby may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies;

     (c) No Conflicts. Neither the execution and delivery of this Amendment nor the consummation of the transactions contemplated by this Amendment or by the Credit Agreement as amended hereby nor compliance with the terms and provisions of this Amendment or of the Credit Agreement as amended hereby, by any of the Loan Parties, will (a) violate any Law, (b) conflict with or result in a breach of or a default under the articles or certificate of incorporation or bylaws or similar organizational documents of any Loan Party or any material agreement or instrument to which any Loan Party is a party or by which any Loan Party or any of their respective properties (now owned or hereafter acquired) may be subject or bound, (c) require any consent or approval of any Person or require a mandatory prepayment or any other payment under the terms of any material agreement or instrument to which any Loan Party is a party or by which any Loan Party or any of their respective properties (now owned or hereafter acquired) may be subject or bound, (d) result in the creation or imposition of any Lien upon any property (now owned or hereafter acquired) of any Loan Party, or (e) require any authorization, consent, approval, license, permit, exemption or other action by, or any registration, qualification, designation, declaration or filing with, any Official Body; and

     (d) No Defaults. After giving effect to the amendments made herein: (i) no Event of Default under and as defined in the Credit Agreement has occurred and is continuing, and (ii) the representations and warranties of each of Borrower and the other Loan Parties contained in the Credit Agreement and the

other Loan Documents are true and correct on and as of the date hereof with the same force and effect as though made on such date, except to the extent that any such representation or warranty expressly relates solely to a previous date.

4. Effectiveness of Amendment.

     (a) This Amendment shall become effective as of January 29, 2005, upon receipt by the Agent, from each of the Loan Parties and from the Required Lenders, of a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to Agent) that such party has signed a counterpart hereof.

     (b) Upon the effectiveness hereof, the Credit Agreement shall be amended hereby in accordance with the terms hereof, and this Amendment and the Credit Agreement shall hereafter be one agreement and any reference to the Credit Agreement in any document, instrument, or agreement shall hereafter mean and include the Credit Agreement as amended hereby. In the event of irreconcilable inconsistency between the terms or provisions hereof and the terms or provisions of the Credit Agreement, the terms and provisions hereof shall control. Except as specifically amended by the provisions hereof, the Credit Agreement and all other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed by the parties hereto. Each Lender, by its execution hereof, hereby consents to this Amendment pursuant to the Credit Agreement.

5. Joinder of Guarantors. Each of the Guarantors hereby joins in this Amendment to evidence its consent hereto, and each Guarantor hereby reaffirms its obligations set forth in the Credit Agreement, as hereby amended, and in each Guaranty Agreement and each other Loan Document given by it in connection therewith..

6. Governing Law. This Amendment shall be deemed to be a contract under the laws of the State of Ohio and for all purposes shall be governed by and construed and enforced in accordance with the internal laws of the State of Ohio without regard to its conflict of laws principles.

7. Counterparts; Telecopy. This Amendment may be signed in any number of counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of executed signature pages by facsimile or other electronic transmission will constitute effective and binding execution and delivery.

[SIGNATURE PAGES FOLLOW]

[SIGNATURE PAGE 1 OF 8 TO FOURTH AMENDMENT]

     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused this Amendment to be executed and delivered as of the day and year first above written.

		BORROWER:
			TOO, INC.
			By:	/s/ Michael W. Rayden
				Name: Michael W. Rayden Title:   Chairman, President and CEO
		GUARANTORS:
			AMERICAN FACTORING, INC.
			By:	/s/ William E. May
				Name: William E. May Title:   President
			FLORET, LLC
			By:	/s/ Vanessa McCullen
				Name: Vanessa McCullen Title:  President
			JUSTICE STORES, LLC
			By:	/s/ Michael W. Rayden
				Name: Michael W. Rayden Title:   Chief Executive Officer
			LT HOLDING, INC.
			By:	/s/ Ronald Robinson
				Name: Ronald Robinson Title:   President and CEO

[SIGNATURE PAGE 2 OF 8 TO FOURTH AMENDMENT]

	LT IMPORT CORP.
	By:	/s/ Willie Henderson
		Name: Willie Henderson Title: President and CEO
		LIMITED TOO CATALOG PRODUCTION, INC.
	By:	/s/ Edward Woods
		Name: Edward Woods Title: President and CEO
		LIMITED TOO CREATIVE DESIGN, INC.
	By:	/s/ Kevin R. Schockling
		Name: Kevin R. Schockling Title: Secretary
		LIMITED TOO DIRECT, LLC
	By:	/s/ Kevin R. Schockling
		Name: Kevin R. Schockling Title: Secretary
		LIMITED TOO PURCHASING, INC.
	By:	/s/ Kevin R. Schockling
		Name: Kevin R. Schockling Title: Secretary
		LIMITED TOO STORE PLANNING, INC.
	By:	/s/ Kevin R. Schockling
		Name: Kevin R. Schockling Title: Secretary

[SIGNATURE PAGE 3 OF 8 TO FOURTH AMENDMENT]

	MISH MASH, LLC
	By:	/s/ Michael W. Rayden
		Name: Michael W. Rayden Title: President and CEO
	TOO GC, LLC
	By:	/s/ William E. May
		Name: William E. May Title: President, Treasurer and Secretary
	TOO BRANDS, INC.
	By:	/s/ Michael W. Rayden
		Name: Michael W. Rayden Title: President and CEO
	TOO BRANDS INVESTMENT, LLC
	By:	/s/ William E. May
		Name: William E. May Title: President, CEO and Treasurer
	TOO IMPORT, LLP
	By:	/s/ Willie Henderson
		Name: Willie Henderson Title: President and CEO

[SIGNATURE PAGE 4 OF 8 TO FOURTH AMENDMENT]

	NATIONAL CITY BANK, individually and as Agent
	By:	/s/ Ralph A. Kaparos
		Name: Ralph A. Kaparos Title: Senior Vice President

[SIGNATURE PAGE 5 OF 8 TO FOURTH AMENDMENT]

	FIFTH THIRD BANK
	By:	/s/ Christopher D. Jones
		Name: Christopher D. Jones Title: Vice President

[SIGNATURE PAGE 6 OF 8 TO FOURTH AMENDMENT]

	LASALLE BANK NATIONAL ASSOCIATION
	By:	/s/ Warren F. Weber
		Name: Warren F. Weber Title: Senior Vice President

[SIGNATURE PAGE 7 OF 8 TO FOURTH AMENDMENT]

	BANK OF AMERICA, N.A.
	By:	/s/ Peter Foley
		Name: Peter Foley Title: Vice President

[SIGNATURE PAGE 8 OF 8 TO THIRD AMENDMENT]

	THE HUNTINGTON NATIONAL BANK
	By:	/s/ John M. Luehmann
		Name: John M. Luehmann Title: Vice President