JOINDER TO CREDIT AGREEMENT
AND GUARANTY AND COLLATERAL AGREEMENT
This JOINDER AGREEMENT (this “
Agreement ”) dated as of March 20, 2009 is
executed by the undersigned for the benefit of BANK OF AMERICA,
N.A., as successor by merger to LaSalle Bank National Association,
as the administrative agent (in such capacity, the “
Administrative Agent ”) in connection with
(i) that certain Amended and Restated Credit Agreement dated
as of April 2, 2008 (as amended, restated, supplemented or
otherwise modified from time to time, the “ Credit
Agreement ”), among KIDS LINE, LLC, a Delaware limited
liability company (“ Kids Line ”), SASSY, INC.,
an Illinois corporation (“ Sassy ”), LAJOBI,
INC., a Delaware corporation (“ LaJobi ”), I
& J HOLDCO, INC., a Delaware corporation (“ I &
J ”), COCALO, INC., a California corporation (“
CoCaLo ”), those Subsidiaries that are or, in
accordance with Section 10.10 of the Credit Agreement,
may hereafter become parties thereto as “Borrowers”
(Kids Line, Sassy, LaJobi, I & J, CoCaLo and such Subsidiaries
collectively, the “ Borrowers ”), those
Subsidiaries that are or, in accordance with
Section 10.10 of the Credit Agreement, may hereafter
become parties thereto as “Guarantors”, the financial
institutions that are or may from time to time become parties
thereto as “Lenders”, and the Administrative Agent for
itself and the Lenders and (ii) that certain Amended and
Restated Guaranty and Collateral Agreement, dated as of
April 2, 2008 (as amended, restated, supplemented or modified
from time to time, the “ Guaranty and Collateral
Agreement ”) by and among the Borrowers and the
Guarantors (the Borrowers, the Guarantors and any other Person that
becomes a party thereto as provided therein being, collectively,
the “ Grantors ”), in favor of the
Administrative Agent for the benefit of all the Lenders.
Capitalized terms used but not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement and/or
Guaranty and Collateral Agreement, as applicable.
The undersigned is required to execute this
Agreement pursuant to Section 10.10 of the Credit
Agreement and pursuant to Section 8.16 of the Guaranty
and Collateral Agreement.
In consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, each signatory hereby agrees as
follows:
1. The undersigned assumes (i) all the
obligations of a Guarantor under the Credit Agreement, the Agent
Fee Letter, dated as of March 1, 2009 (the “ Agent
Fee Letter ”), among the Administrative Agent, Banc of
America Securities LLC, the Borrowers and the undersigned, and each
other Loan Document to which the Guarantors are a party and agrees
that such person or entity is a Guarantor and bound as a Guarantor
under the terms of the Credit Agreement, the Agent Fee Letter and
each other Loan Document to which the Guarantors are a party and
(ii) all the obligations of a Grantor and a Guarantor under
the Guaranty and Collateral Agreement and agrees that such person
or entity is a Grantor and a Gu
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