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Joinder To Credit Agreement

This is an actual contract by Burlington Coat Factory Warehouse.

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Sectors: Retail
Governing Law: New York, View New York State Laws
Effective Date: May 19, 2006
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Exhibit 10.31


This Joinder to Credit Agreement (this " Joinder" ) is made as of May 19, 2006, by and among:

BURLINGTON COAT FACTORY OF RHODE ISLAND, LLC, a Rhode Island limited liability company, and BURLINGTON COAT FACTORY OF MISSISSIPPI, LLC, a Mississippi limited liability company (together with Burlington Coat Factory of Rhode Island, LLC, the " New Borrowers" and each a " New Borrower" ), each with its principal executive offices at 1830 Route 130, Burlington, New Jersey, 08016; and

BANK OF AMERICA, N.A., a national banking association, having a place of business at 40 Broad Street, Boston, Massachusetts 02109, 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.

WITNESSETH: 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, among others (i) Burlington Coat Factory Warehouse Corporation, a Delaware corporation, as a Borrower and as agent (in such capacity, the " Lead Borrower" ) for itself and the other Borrowers, (ii) the other Borrowers named therein (collectively, with the Lead Borrower, the " Existing Borrowers" ), (iii) the Facility Guarantors named therein (the " Existing Facility Guarantors" , and together with the Existing Borrowers, the " Loan Parties" ), (iv) the Lenders named therein (collectively, the " Lenders" ), (v) Bank of America, N.A., as Administrative Agent, (vi) Bank of America, N.A., as Collateral Agent, (vii) Bear Steams Corporate Lending Inc., a Delaware corporation, as Syndication Agent, and (viii) Wachovia Bank, National Association, The CIT Group/Business Credit, Inc., General Electric Capital Corporation, and JPMorgan Chase Bank, N.A., as co-Documentation Agents. All capitalized terns used herein, and not otherwise defined herein, shall have the meanings assigned to such terms in the Credit Agreement.

B. The New Borrowers desire to become a party to, and bound by the terns of, the Credit Agreement and the other Loan Documents in that same capacity and to the same extent as the Existing Borrowers thereunder.

C. Pursuant to the terms of the Credit Agreement, in order for the New Borrowers to become party to the Credit Agreement and the other Loan Documents as provided herein, the New Borrowers and the Existing Borrowers 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. Joinder and Assumption of Obligations. Effective as of the date of this Joinder, each New Borrower hereby acknowledges that each New Borrower has received and reviewed a copy of the Credit Agreement, and hereby:

a. joins in the execution of, and becomes a party to, the Credit Agreement as a Borrower, as indicated by its signature below;

b. covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Borrower under the Credit Agreement and the other Loan Documents, in each case, with the same force and effect as if such New Borrower was a signatory to the Credit Agreement and the other Loan Documents and was expressly named as a Borrower therein (other than covenants which specifically relate solely to an earlier date);

c. assumes and agrees to perform all applicable duties and Obligations of a Loan Party under the Credit Agreement and the other Loan Documents.

2. Representations and Warranties. The New Borrowers hereby make all representations, warranties, and covenants set forth in the Credit Agreement 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, such Schedules are hereby updated, as evidenced by any supplemental Schedules (if any) annexed to this Joinder.

3. Ratification of Loan Documents. Except as specifically amended by this Joinder and the other documents executed and delivered in connection herewith, all of the terms and conditions of the Credit Agreement and of the other Loan Documents shall remain in full force and effect as in effect prior to the date hereof, without releasing any Loan Party thereunder or Collateral therefore.

4. Conditions Precedent to Effectiveness. This Joinder shall not be effective until each of the following conditions precedent have been fulfilled to the reasonable satisfaction of the Administrative Agent:

a. This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect and shall be in form and substance reasonably satisfactory to the Administrative Agent.

b. All action on the part of the New Borrowers and the other Loan Parties necessary for the valid execution, delivery and performance by the New Borrowers of this Joinder and all other documentation, instruments, and agreements required to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. c. The New Borrowers (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:

i. Certificate of Legal Existence and Good Standing issued by the Secretary of the State of its incorporation or organization.


ii. A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption
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