Annual-Transition Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-KT Form 10Kt 4-30-10 HTML 2.46M
3: EX-10.14 Exhibit 10-14 Amended and Restated Credit Agmt HTML 31K
Capitol One
4: EX-10.16 Exhibit 10-16 Revolving Credit Note Us Bank HTML 30K
5: EX-10.22 Exhibit 10-22 Confirmation and Amendment Ancillary HTML 107K
Docs
6: EX-10.23 Exhibit 10-23 Abl Post Closing Letter HTML 47K
7: EX-10.24 Exhibit 10-24 Abl Grant of SEC Int in Trademarks HTML 31K
Boa
8: EX-10.25 Exhibit 10-25 Tl Grant of SEC Int Bs HTML 30K
9: EX-10.32 Exhibit 10-32 Joinder to Loan Docs Bcfw of Edge HTML 55K
Inc
10: EX-10.33 Exhibit 10-33 Joinder to Loan Docs Bcfw of Edge HTML 56K
11: EX-10.34 Exhibit 10-34 Mike Geraghty Emt Agmt HTML 117K
12: EX-10.35 Exhibit10-35 Joyce Manning Emt Agmt HTML 111K
13: EX-10.35A Exhibit 10-35A Joyce Manning Emt Agmt Amendment HTML 15K
2: EX-10.9 Exhibit 10-9 Amended and Restated Credit Agmt HTML 31K
Wells Fargo
14: EX-12 Exhibit 12 Ratio of Earnings to Fixed Charges HTML 46K
15: EX-21 Exhibit 21 Subsidiaries of Registrant HTML 61K
16: EX-31.1 Exhibit 31-1 Certification HTML 17K
17: EX-31.2 Exhibit 31-2 Certification HTML 17K
18: EX-32.1 Exhibit 32-1 Certification HTML 12K
19: EX-32.2 Exhibit 32-2 Certification HTML 12K
Re: Loan Arrangement with Burlington Coat Factory Warehouse Corporation, et al.
Dear Sir or Madam:
Reference is made to the Amended and Restated Credit Agreement dated as of the date hereof by and between, among others, (i) Burlington Coat Factory Warehouse Corporation, a Delaware corporation, as a Borrower and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers party thereto (collectively, with the Lead Borrower, the “Borrowers”), (ii) the other Borrowers party thereto, (iii) the Facility Guarantors party thereto (together with the Borrowers, the “Loan Parties”), and (iv) Bank of America, N.A., as Administrative Agent and Collateral Agent (in such capacity, the “Agent”) (as amended and in effect from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement.
This letter agreement (this “Agreement”) is intended to set forth certain instruments, documents, and agreements (the “Supplemental Agreements”) which the Loan Parties are obligated to deliver to the Agent, and certain matters which must be satisfied, in connection with the Credit Amendment, but which have not been so delivered or satisfied as of the date hereof. The Agent has waived delivery of the Supplemental Agreements and satisfaction of those matters as set forth on Exhibit “A”, annexed hereto, as a condition precedent to the effectiveness of the Credit Amendment, and to the obligation of the Lenders to make Revolving Credit Loans or Swingline Loans or issue any Letters of Credit thereunder, but nevertheless requires that the Supplemental Agreements be delivered on or before the dates set forth on said Exhibit “A”
(or such longer periods as may be determined by the Agent in its sole discretion).
The Lead Borrower, together with the other Loan Parties, each agree to deliver the Supplemental Agreements as and when required (which time periods may be extended in the sole discretion of the Agent) by this Agreement, all as more specifically described on Exhibit “A”, annexed hereto. The Loan Parties further acknowledge and agree that this Agreement shall be a Loan Document for all purposes.
Please indicate the agreement of the Loan Parties with the terms of this letter by signing where indicated below.
On or before thirty (30) days after the date hereof, the Loan Parties shall deliver (or cause to be delivered) to the Agent long form good standings from the California Secretary of State for each of the Loan Parties organized under California law to confirm evidence of the following merger transactions:
a.
Baby Depot of Ontario, Inc. with and into Baby Depot of California, LLC
b.
Baby Depot of San Diego, Inc. with and into Baby Depot of California, LLC
c.
Burlington Coat Factory Warehouse of San Francisco, Inc. with and into Burlington Coat Factory of California, LLC
d.
Burlington Coat Factory Warehouse of San Bernardino, Inc. with and into Burlington Coat Factory of San Bernardino, LLC
e.
MJM Designer Shoes of Sacramento, Inc. with and into MJM Designer Shoes of California, LLC
f.
MJM Designer Shoes of Ontario, Inc. with and into MJM Designer Shoes of California, LLC
g.
MJM Designer Shoes of Modesto, Inc. with and into MJM Designer Shoes of California, LLC
h.
Totally 4 Kids of Milpitas, Inc. with and into Burlington Coat Factory of California, LLC
i.
Totally 4 Kids of Ontario, Inc. with and into Burlington Coat Factory of California, LLC
2.
On or before forty-five (45) days after the date hereof, the Loan Parties shall use commercially reasonably efforts to deliver (or cause to be delivered) to the Agent such Customs Broker Agreements and control agreements with the company’s carriers and freight forwarders as the Agent may reasonably request, and each in form and substance reasonably acceptable to Agent and Lead Borrower.
3.
On or before forty-five (45) days after the date hereof, the Loan Parties shall deliver (or cause to be delivered) to the Agent, and shall record with the appropriate recording offices, amendment and confirmation agreements to certain of the existing Mortgages as may be reasonably requested by the Agent, each in form and substance reasonably acceptable to the Agent.
4.
On or before thirty (30) days after the date hereof, the Loan Parties shall deliver (or cause to be delivered) to the Agent good standing certificate for Burlington Coat Factory of Puerto Rico, LLC from the Puerto Rico Secretary of State.
5.
On or before sixty (60) days after the date hereof, the Loan Parties shall deliver (or cause to be delivered) to the Agent good standing certificate for each of the following entities from such entity’s state of incorporation:
a.
MJM Designer Shoes of Moorestown, Inc.
b.
Super Baby Depot of Moorestown, Inc.
c.
Burlington Coat Factory Realty of Tulsa, Inc.
6.
On or before thirty (30) days after the date hereof, the Loan Parties shall deliver (or cause to be delivered) to the Agent UCC and Federal Tax lien search results for Burlington Coat Factory of Puerto Rico, LLC.
7.
On or before sixty (60) days after the date hereof, the Loan Parties shall deliver (or cause to be delivered) to the Agent, an endorsement to the commercial property insurance certificate, which shall be in form and substance reasonably acceptable to the Agent.
8.
On or before thirty (30) days after the date hereof, the Loan Parties shall deliver (or cause to be delivered) to the Agent, a legal opinion from local counsel to Burlington Coat Factory of Puerto Rico, LLC, which shall be in form and substance reasonably acceptable to the Agent.
9.
On or before ten (10) days after the date hereof, the Loan Parties shall deliver (or cause to be delivered) to the Agent, confirmation from the Wyoming Secretary of State of the dissolution of Burlington Coat Factory of Wyoming, LLC.
10.
The Loan Parties shall use commercially reasonable efforts to deliver (or cause to be delivered) to the Agent, evidence of the satisfaction and/or release of the following tax liens unless such tax liens are being contested in accordance with Section 5.05 of the Credit Agreement:
a.
State tax lien filed against Burlington Coat Factory of New York, LLC on March 3, 2009 in the amount of $127,442.08;
b.
State tax lien filed against Burlington Coat Factory of New York, LLC on March 3, 2009 in the amount of $135,961.49; and,
c.
State tax lien filed against Burlington Coat Factory of Illinois, LLC on August 10, 2008 in the amount of $44,278.91.