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Joinder To Security Agreement

This is an actual contract by Burlington Coat Factory Warehouse.
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Exhibit 10.32


This Joinder to Security Agreement (this " Joinder" ) is made as of this 19th day of May, 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 (individually, a " New Grantor" and collectively, the " New Grantors" ), the entities listed on Schedule I hereto (together with the New Grantors, individually, a " Grantor" , and collectively, the " Grantors" ) and BANK OF AMERICA, N.A., a national banking association, as collateral agent (in such capacity, the " Collateral Agent" ) for the Secured Parties (as defined in the Security Agreement 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 Stearns 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.

B. Reference is further made to a certain Security Agreement dated as of April 13, 2006 (as amended, modified, supplemented or restated and in effect from time to time, the " Security Agreement" ), by and among the Loan Parties, as Grantors, and the Collateral Agent.

C. The New Grantors have simultaneously herewith become Borrowers under the Credit Agreement pursuant to that certain Joinder to Credit Agreement dated as of even date herewith.

D. The Collateral Agent requires that, among other things, in order to secure the obligations of the New Grantors under the Credit Agreement, the New Grantors shall join in the execution of, and become a party to, the Security Agreement.

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 Security Agreement or the Credit Agreement, as applicable. 2. Joinder to Security Agreement.

(a) To secure the prompt and complete payment, performance and observance of all of the Obligations and all renewals, extensions, restructurings and refinancings thereof, each New Grantor 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. (b) Each New Grantor hereby (a) joins in the execution of, and becomes a party to, the Security Agreement, (b) agrees that such New Grantor shall, for all purposes, be deemed to be a " Grantor" under the Security Agreement, and (c) agrees that such New Grantor is bound by all representations, warranties, covenants, agreements, liabilities and obligations of the Grantors under the Security Agreement and all related documents, in each case, with the same force and effect as if such New Grantor was a signatory to the Security Agreement and such related documents and was expressly named therein. 3. Ratification of Security Agreement. Except as specifically amended by this Joinder, all of the terms and conditions of the Security Agreement shall remain in full force and effect. Each of the New Grantors hereby makes all of the representations, warranties and covenants set forth in the Security Agreement as of the date hereof (other than representations, warranties and covenants that relate solely to an earlier date). Without limiting the foregoing, the New Grantors hereby acknowledge and affirm that all Obligations of the New Grantors under the Loan Documents are secured by the Collateral pursuant to the Security Agreement. To the extent that any changes in any representations, warranties, and covenants require any amendments to the Schedules to the Security Agreement, such Schedules are hereby updated, as evidenced by any supplemental Schedules (if a
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