Exhibit 10.1
EXECUTION COPY
JOINDER AND FIRST AMENDMENT TO THIRD AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT AND
AMENDMENT TO CERTAIN OTHER LOAN DOCUMENTS
This Joinder and First Amendment to Third Amended and Restated Loan and Security
Agreement and Amendment to Certain Other Loan Documents (this "Amendment") is
made as of February 21, 2014 by and among:
AEROPOSTALE, INC., a Delaware corporation (the "Borrower");
GOJANE LLC, a Delaware limited liability company (the "New Guarantor");
The other GUARANTORS party hereto (together with the New Guarantor,
collectively, the "Guarantors");
The LENDERS party hereto; and
BANK OF AMERICA, N.A., as agent (in such capacity, the "Agent") for the ratable
benefit of the Credit Parties (as defined in the Loan Agreement referred to
below);
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
W I T N E S S E T H:
WHEREAS, reference is made to that certain Third Amended and Restated Loan and
Security Agreement, dated as of September 22, 2011 (as amended, restated,
supplemented or otherwise modified and in effect from time to time, the "Loan
Agreement"), by and among (i) the Borrower, (ii) the Guarantors from time to
time party thereto, (iii) the Lenders from time to time party thereto, and (iv)
the Agent;
WHEREAS, the New Guarantor is an indirect Subsidiary of the Borrower and shall
receive direct and indirect benefits from the making of loans and providing of
other financial accommodations to the Borrower under the Loan Agreement;
WHERAS, the New Guarantor desires to become a party to the Loan Agreement and
the other Loan Documents as a Guarantor thereunder; and
WHEREAS, the parties hereto have agreed to amend certain provisions of the Loan
Agreement as set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1.
Defined Terms. Capitalized terms used in this Amendment shall have the
respective meanings assigned to such terms in the Loan Agreement (as amended
hereby) unless otherwise defined herein.
2.
Joinder and Assumption of Liabilities. Effective as of the date of this
Amendment, the New Guarantor hereby acknowledges that it has received and
reviewed a copy of the Loan Agreement (as amended hereby) and the other Loan
Documents (including, without limitation, the Security Agreement and the
Guaranty (as such terms are defined below)), and acknowledges and agrees to:
(a)
join in the execution of, and become a party to, the Loan Agreement and the
other Loan Documents to which the Guarantors are a party, as a Guarantor
thereunder, as indicated with its signature below;
(b)
be bound by all representations, warranties, covenants, agreements, liabilities
and acknowledgments of a Guarantor under the Loan Agreement and each of the
other Loan Documents to which the Guarantors are party, in each case, with the
same force and effect as if the New Guarantor was a signatory to the Loan
Agreement and such other Loan Documents and was expressly named as a Guarantor
therein; and
(c)
assume all rights and interests and perform all applicable duties and