any previously
added Additional Agent)]. Capitalized terms used herein and not otherwise
defined herein shall have the meaning specified in the Intercreditor Agreement.
Reference is made to that certain [insert name of new facility], dated as of
_______ __, 20__ (the "Joining [ABL Credit Agreement][Initial Junior Priority
Credit Facility]"), among [list any applicable Credit Party], [list any
applicable new ABL Secured Parties or new Initial Junior Priority Secured
Parties, as applicable (the "Joining [ABL][Initial Junior Priority] Secured
Parties")] [and insert name of each applicable Agent (the "Joining [ABL][Initial
Junior Priority] Agent")].5
The Joining [ABL][Initial Junior Priority] Agent, for itself and on behalf of
the Joining [ABL][Initial Junior Priority]6 Secured Parties, hereby agrees with
the Company and the other Grantors, the [ABL][Initial Junior Priority] Agent and
any other Additional Agent party to the Intercreditor Agreement as follows:
Section 1. Agreement to be Bound. The [Joining [ABL][Initial Junior Priority]
Agent, for itself and on behalf of the Joining [ABL][Initial Junior Priority]
Secured Parties,]7 hereby agrees to be bound by the terms and provisions of the
Intercreditor Agreement and shall, as of the date hereof, be deemed to be a
party to the Intercreditor Agreement as [the][a] [ABL][Initial Junior Priority]
Agent. As of the date hereof, the Joining [ABL Credit Agreement][Initial Junior
Priority Credit Facility] shall be deemed [the][a] [ABL Credit
Agreement][Initial Junior Priority Credit Facility] under the Intercreditor
Agreement, and the obligations thereunder are subject to the terms and
provisions of the Intercreditor Agreement.
Section 2. Notices. Notices and other communications provided for under the
Intercreditor Agreement to be provided to the Joining [ABL][Initial Junior
Priority] Agent shall be sent to the address set forth on Annex 1 attached
hereto (until notice of a change thereof is delivered as provided in Section 7.5
of the Intercreditor Agreement).
1Revise as appropriate to refer to any successor ABL Agent.
2Revise as appropriate to refer to any successor Initial Junior Priority Agent.
3Revise as appropriate to describe predecessor ABL Agent or ABL Secured Parties,
if joinder is for a new ABL Credit Agreement.
4Revise as appropriate to describe predecessor Initial Junior Priority Agent or
Initial Junior Priority Secured Parties, if joinder is for a new Initial Junior
Priority Credit Facility.
5Revise as appropriate to refer to the new credit facility, Secured Parties and
Agents.
6Revise as appropriate to refer to any Agent being added hereby and any Secured
Parties represented thereby.
7Revise references throughout as appropriate to refer to the party or parties
being added.
Section 3. Miscellaneous. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH
PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE
OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
[ADD SIGNATURES]
EXHIBIT P
to
ABL CREDIT AGREEMENT
FORM OF COMPLIANCE CERTIFICATE
This Compliance Certificate is delivered to you pursuant to Subsection 7.2(a) of
the ABL Credit Agreement,