Annex 1 attached hereto (until
notice of a change thereof is delivered as provided in Section 7.5 of the Junior
Lien Intercreditor Agreement).
Section 4. Miscellaneous. THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO ITS CONFLICT OF LAWS PRINCIPLES TO THE EXTENT THAT THE SAME ARE NOT
MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF
LAWS OF ANOTHER JURISDICTION.
[Add Signatures]
EXHIBIT C
[ABL CREDIT AGREEMENT][[__] JUNIOR LIEN CREDIT AGREEMENT] JOINDER
JOINDER, dated as of
, 20__, among [[
], in its capacity as collateral
agent (together with its successors and assigns in such capacity from time to
time, and as further defined in the Junior Lien Intercreditor Agreement, the
"ABL Agent") for the ABL Secured Parties,] [[
], in its [capacities as
administrative agent and collateral agent] (together with its successors and
assigns in such capacity from time to time, and as further defined in the Junior
Lien Intercreditor Agreement, the "Junior Lien Agent")xv for the Junior Lien
Secured Parties], [list any previously added Additional Agent]]1 and [insert
name of additional ABL Secured Parties, ABL Agent, Junior Lien Secured Parties
or Junior Lien Agent, as applicable, being added hereby as party] and any
successors or assigns thereof, to the Junior Lien Intercreditor Agreement dated
as of [__] (as amended, supplemented, waived or otherwise modified from time to
time, the "Junior Lien Intercreditor Agreement") among the ABL Agent, [and] the
Junior Lien Agent xvii [and (list any previously added Additional Agent)].
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned thereto in the Junior Lien Intercreditor Agreement.
Reference is made to that certain [insert name of new facility], dated as of
_________ __, 20__ (the "Joining [ABL Credit Agreement][JUNIOR LIEN CREDIT
AGREEMENT]"), among [list any applicable Credit Party], [list any applicable new
ABL Secured Parties or new Junior Lien Secured Parties, as applicable (the
"Joining [ABL][Junior Lien] Secured Parties")] [and insert name of each
applicable Agent (the "Joining [ABL Collateral][Junior Lien] Agent")].xviii
The Joining [ABL Collateral][Junior Lien] Agent, for and on behalf of itself and
the Joining [ABL][Junior Lien] Secured Parties, hereby agrees with the Borrowers
and the other Grantors, the [ABL Collateral][Junior Lien] Agent and any other
Additional Agent party to the Junior Lien Intercreditor Agreement as follows:
Section 1. Agreement to be Bound. The [ABL Collateral][Junior Lien] Agent, for
and on behalf of itself and the Joining [ABL][Junior Lien] Secured Parties,]xx
hereby agrees to be bound by the terms and provisions of the Junior Lien
Intercreditor Agreement and shall, as of the date hereof, be deemed to be a
party to the Junior Lien Intercreditor Agreement as [the][a] [ABL
Collateral][Junior Lien] Agent. As of the date hereof, the Joining [ABL Credit
Agreement][Junior Lien Credit Agreement] shall be deemed [the][a] [ABL Credit
Agreement][Junior Lien Credit Agreement] under this Agreement, and the
obligations thereunder are subject to the terms and provisions of the Junior