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
FOR VALUE RECEIVED, the undersigned (each, a “Borrower” and collectively, the “Borrowers”, together with all successors and assigns), jointly and severally promise to pay to the order of WELLS FARGO RETAIL FINANCE, LLC (hereinafter, together with its successors in title and permitted assigns, the “Lender”), c/o Bank of America, N.A., 100 Federal Street, 9th Floor, Boston, Massachusetts02110, the principal sum of ONE HUNDRED MILLION DOLLARS ($100,000,000.00), or, if less, the aggregate unpaid principal balance of Revolving Credit Loans made by the Lender to or for the
account of any Borrower pursuant to the Credit Agreement (as hereafter defined), with interest, fees, reasonable out-of-pocket expenses, and costs at the rate and payable in the manner stated in the Credit Agreement (as hereafter defined). As used herein, the “Credit Agreement” means and refers to that certain Amended and Restated Credit Agreement dated as of January 15, 2010 (as such may be amended, modified, supplemented or restated hereafter) 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 Borrowers named therein, (iii) the Facility Guarantors named therein, (iv) Bank of America, N.A. as Administrative Agent (in such capacity, the “Administrative Agent”) for its own benefit and the benefit of
the other Credit Parties, (v) Bank of America, N.A. as Collateral Agent for its own benefit and the benefit of the other Secured Parties, (vi) the Lenders named therein, (vii) Wells Fargo Retail Finance, LLC and Regions Bank, as Co-Syndication Agents, and (viii) J.P. Morgan Securities Inc. and UBS Securities LLC, as Co-Documentation Agents. This Amended and Restated Revolving Credit Note replaces in its entirety that certain Revolving Credit Note dated April 13, 2006, as amended by that certain Joinder to Revolving Credit Note dated as of May 19, 2006, by, among others, the Lead Borrower, payable to the Lender.
This Amended and Restated Revolving Credit Note is hereinafter referred to as the “Revolving Credit Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof. The principal of, and interest on, this Revolving Credit Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The Administrative Agent’s books and records concerning the Revolving Credit Loans, the accrual of interest thereon, and the repayment of such Revolving Credit Loans, shall be prima facie evidence of the indebtedness to the Lender hereunder, absent manifest error.
No delay or omission by any Agent or the Lender in exercising or enforcing any of such Agent’s or Lender’s powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any Event of Default shall operate as a waiver of any other Event of Default, nor as a continuing waiver.
Each Borrower waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by any Agent and/or the Lender with respect to this Revolving Credit Note and/or any Security Document or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other Person obligated on account of this Revolving Credit Note.
This Revolving Credit Note shall be binding upon each Borrower, and each endorser and guarantor hereof, and upon their respective successors, assigns, and representatives, and shall inure to the benefit of the Lender and its successors, endorsees, and permitted assigns.
The liabilities of each Borrower, and of any endorser or guarantor of this Revolving Credit Note, are joint and several, provided, however, the release by any Agent or the Lender of any one or more such Persons shall not release any other Person obligated on account of this Revolving Credit Note. Each reference in this Revolving Credit Note to each Borrower, any endorser, and any guarantor, is to such Person individually and also to all such Persons jointly. No Person obligated on account of this Revolving Credit Note may seek contribution from any other Person also obligated except as expressly permitted by the terms of Section 9.14(d) of the Credit Agreement.
Each Borrower agrees that any suit for the enforcement of this Revolving Credit Note or any other Loan Document may be brought in any New York state or federal court sitting in New York County as the Administrative Agent may elect in its sole discretion and each Borrower consents to the non-exclusive jurisdiction of such courts. Each Borrower hereby waives any objection which it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient forum. Each Borrower agrees that any action commenced by any Borrower asserting any claim or counterclaim arising under or in connection with this Revolving Credit Note or any other Loan Document shall be brought solely in any New York state or federal court sitting in New York County as the Administrative Agent may elect in its sole discretion and consents to the exclusive jurisdiction of such courts with respect to any such action. Nothing
in this Revolving Credit Note shall affect any right that any Credit Party may otherwise have to bring any action or proceeding relating to this Agreement against a Loan Party or its properties in the courts of any jurisdiction.
THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Agents and the Lender, in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this Revolving Credit Note, are each relying thereon. EACH BORROWER, EACH FACILITY GUARANTOR, ENDORSER AND SURETY, AND THE LENDER BY ITS ACCEPTANCE HEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS REVOLVING CREDIT NOTE, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY); AND WAIVES DUE DILIGENCE, DEMAND, PRESENTMENT AND PROTEST AND ANY NOTICES THEREOF AS WELL AS NOTICE OF NONPAYMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE CREDIT AGREEMENT AND THIS REVOLVING CREDIT NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Borrowers have caused this Revolving Credit Note to be duly executed as of the date set forth above.
BORROWERS:
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, as Lead Borrower
