JOINDER AGREEMENTAssumption Agreement |
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Bank of America, N.A., | NSA General Partnership. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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EXHIBIT 10.52
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (this “ Agreement ”), dated as of December 30, 2005, is entered into among NSA General Partnership, a Kentucky general partnership (the “ Partnership ”), the Lenders party hereto, the existing Borrowers party hereto, and Bank of America, N.A., in its capacity as Agent (the “ Agent ”), under that certain Loan and Security Agreement, dated as of September 19, 2005, among the Agent, the Lenders party thereto from time to time, and the existing Borrowers (as amended, restated, supplemented, or otherwise modified from time to time, the “ Loan Agreement ”). Capitalized terms used in this Agreement and not otherwise specifically defined herein have the meanings assigned to them in the Loan Agreement.
WHEREAS, pursuant to the Loan Agreement, the Lenders have agreed to make the Loans and other financial accommodations to the existing Borrowers; and
WHEREAS, the Partnership is a wholly-owned Subsidiary of a Loan Party and Borrower Representative has requested that the Partnership become a “Borrower” under the Loan Agreement and the other Loan Documents;
NOW, THEREFORE, on the terms and subject to the conditions set forth herein, the Partnership, the Lenders, the existing Borrowers, and the Agent hereby agree as follows:
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The Partnership, the Lenders, the existing Borrowers, and the Agent hereby acknowledge, agree and confirm that, by its execution of this Agreement, the Partnership will be a Borrower under the Loan Agreement and the other Loan Documents and shall have all of the rights and obligations of a Borrower thereunder as if it had executed the Loan Agreement and the other Loan Documents. The Partnership hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions, covenants, promises, agreements, obligations, duties, liabilities, and conditions contained in the Loan Documents that are applicable to Borrowers, including without limitation (a) all of the representations and warranties of the Borrowers set forth in Section 7 of the Loan Agreement (provided that with respect to the representations and warranties set forth in Sections 7.1.5 and 7.1.6, the applicable information for the Partnership is set forth on Schedule 1 hereto), and (b) all of the affirmative and negative covenants of the Borrowers set forth in Sections 5.3, 6, and 8 of the Loan Agreement. |
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Upon the effectiveness of this Agreement, all references to “Borrower” or “Borrowers” in each of the Loan Documents shall be deemed to include the Partnership. |
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Without limiting the generality of the terms of the foregoing paragraph 1 , to secure the prompt payment and performance to the Secured Parties of the Obligations, the Partnership hereby grants to the Agent, for the benefit of the Secured Parties, a continuing lien upon and security interest in all of the following |
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assets of the Partnership, whether now owned or existing or hereafter created, acquired or arising and wheresoever located:
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Accounts; and |
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Inventory; |
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together with all books, records, writings, data bases, information, Documents, and Supporting Obligations directly relating to or evidencing, embodying, or incorporating any of the foregoing, and all Proceeds of and from any of the foregoing. Notwithstanding the foregoing, Collateral shall not include real property, Fixtures, Equipment, Securities of Subsidiaries, the Proceeds and products of any of the foregoing Property or any other Property not specifically designated as Collateral hereby. |
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The Partnership hereby authorizes the Agent to file financing statements that indicate the Collateral as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in the foregoing paragraph 2 . The Partnership also hereby ratifies its authorization for the Agent to have filed in any jurisdiction any such financing statements or amendments thereto if filed prior to the date hereof. |
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This Agreement shall be effective as of the date hereof (the “ Effective Date ”), but only upon the satisfaction of the following conditions precedent: |
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(a) |
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Agent shall have received a duly executed copy of this Agreement. |
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(b) |
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The representations and warranties of the Borrowers and Guarantors set forth in each of the Loan Documents shall be true and correct in all |






