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Exhibit 10-32 Joinder To Loan Docs BCFW of Edge Inc.

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EXHIBIT 10.32



JOINDER TO LOAN DOCUMENTS



This Joinder to Loan Documents (this " Joinder ") is made as of January 8, 2010, by and among:



BURLINGTON COAT FACTORY WAREHOUSE CORPORATION (" Borrower "), a corporation organized under the laws of the State of Delaware, with its principal executive offices at 1830 Route 130, Burlington, New Jersey 08016;



The FACILITY GUARANTORS party to the Credit Agreement (as defined below) set forth on Schedule I annexed hereto (collectively, the " Existing Facility Guarantors ");



BURLINGTON COAT FACTORY WAREHOUSE OF EDGEWATER PARK, INC., a New Jersey corporation (the " New Facility Guarantor "), with its principal executive office at 1830 Route 130, Burlington, New Jersey, 08016; and



BEAR STEARNS CORPORATE LENDING INC. , a Delaware corporation, having a place of business at 383 Madison Avenue, New York, New York 10179, as administrative agent (in such capacity, the ? Administrative Agent ") for its own benefit and the benefit of the other Credit Parties (as defined in the Credit Agreement referred to below) and as collateral agent (in such capacity, the " Collateral Agent "), for its own benefit and for the benefit of the other Secured Parties (as defined in the Credit Agreement referred to below) to the Credit Agreement (as defined below);



in consideration of the mutual covenants herein contained and benefits to be derived herefrom.





W I T N E S S E T H :



A. Reference is made to a certain Credit Agreement dated as of April 13, 2006 (as amended, modified, supplemented or restated and in effect from time to time, the " Credit Agreement "), by and among, among others, Borrower, Existing Facility Guarantors (together with the Borrower, the " Existing Loan Parties "), the Lenders named therein (collectively, the " Lenders ") and Bear Stearns Corporate Lending Inc., as Administrative Agent, (in such capacity, the " Administrative Agent  221;), and as collateral agent (in such capacity the " Collateral Agent ", and collectively with the Administrative Agent, the ? Agents ").



B. Reference is further made to (i) a certain Guaranty dated as of April 13, 2006 (as amended, modified, supplemented or restated and in effect from time to time, the " Guaranty ") entered into among the Existing Facility Guarantors in favor of the Administrative Agent, the Collateral Agent and the other Secured Parties, pursuant to which each Existing Facility Guarantor unconditionally guaranteed all Obligations of the Borrower under the Credit Agreement and the other Loan Documents; and (ii) a certain Security Agreement dated as of April 13, 2006 (as amended, modified, supplemented or restated and in effect from time to time, the ? S ecurity Agreement ") entered into among the Existing Loan Parties and the Collateral Agent, to secure the Existing Loan Parties respective Obligations under the Loan Documents.



C. Pursuant to the terms of Section 5.12 of the Credit Agreement, the Borrower is required to cause the New Facility Guarantor to become a party to, and bound by the terms of, the Credit Agreement and certain of the other Loan Documents, in the same capacity and to the same extent as the Existing Facility Guarantors thereunder.


















D. In order for the New Facility Guarantor to become party to the Credit Agreement and certain of the other Loan Documents as provided herein, the New Facility Guarantor and the Existing Loan Parties are required to execute this Joinder.



NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:



1. Definitions . All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement.




2. Joinder and Assumption of Obligations . Effective as of the date of this Joinder:




a. The New Facility Guarantor hereby:




i. Joins in the execution of, and becomes a party to (i) the Credit Agreement, as a Facility Guarantor; (ii) the Guaranty, as a Facility Guarantor, and unconditionally guarantees, as a primary obligor and not merely as a surety, the due and punctual payment and performance (whether at the stated maturity, by acceleration or otherwise) by the Borrower of all Obligations; (iii) the Security Documents, as a Grantor; and (iv) each of the other Loan Documents to which the Existing Facility Guarantors are a party.




ii. Assumes and agrees to perform all applicable duties and Obligations of a Loan Party under the Credit Agreement, the Guaranty, the Security Agreement and the other Loan Documents to which the Existing Facility Guarantors are a party.




b. Without in any manner limiting the generality of clause (a) above, the New Facility Guarantor hereby covenants and agrees that:




i. Such New Facility Guarantor shall be bound by all covenants (other than covenants which specifically relate solely to an earlier date), agreements, liabilities and acknowledgments of (i) a "Facility Guarantor ? under the Credit Agreement and the Guaranty and (ii) a "Grantor" under the Security Agreement, in each case, with the same force and effect as if such New Facility Guarantor was a signatory thereto and was expressly named therein;




ii. The Obligations may be extended or renewed, in whole or in part, without further notice to or assent from, such New Facility Guarantor, and that it will remain bound upon the Guaranty notwithstanding any extension or renewal of any of the Obligations, (ii) such New Facility Guarantor is jointly and severally liable for all Guaranteed Obligations (as defined in the Guaranty);




iii. To secure the prompt and complete payment, performance and observance of all of the Obligations and all renewals, extensions, restructurings and refinancings thereof, such New Facility Guarantor hereby grants, mortgages, pledges and hypothecates to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, a Lien upon all of its right, title and interest in, to and under the Collateral.




3. Representations and Warranties . The New Facility Guarantor hereby makes all representations, warranties, and covenants set forth in the Credit Agreement, the Guaranty, the Security Agreement, and each of the other Loan Documents to which the Existing Facility Guarantors are a party, as of the date hereof (other than representations, warranties and covenants that relate solely to an earlier date). To the extent that any changes in any representations, warranties, and covenants require any amendments to the Schedules to the Credit Agreement or other Loan Documents, such Schedules are hereby updated, as evidenced by any supplemental Schedules (if any) annexed to this Joinder.

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