INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 11th, 2007 • Bombay Co Inc • Retail-furniture stores • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT AND COLLATERAL ASSIGNMENT, dated as of June 4, 2007 (this “Agreement”), made by and among THE BOMBAY COMPANY, INC., a Delaware corporation, BBA HOLDINGS, LLC, a Delaware limited liability company, and BOMBAY INTERNATIONAL, INC., a Delaware corporation (individually, a “Grantor” and collectively, the “Grantors”), in favor of GB MERCHANT PARTNERS, LLC, a Delaware limited liability company, as administrative Agent and collateral Agent (in such capacity, together with its successors and permitted assigns, “Administrative Agent”).
THE BOMBAY FURNITURE COMPANY OF CANADA INC. as Grantor and GE CANADA FINANCE HOLDING COMPANY as Canadian Agent AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT MAY 25, 2007Canadian Security Agreement • June 11th, 2007 • Bombay Co Inc • Retail-furniture stores • Ontario
Amended and restated security agreement dated as of May 25, 2007 made by The Bombay Furniture Company of Canada Inc., a corporation continued and existing under the laws of the Province of Ontario (together with its successors and permitted assigns, the “Grantor”) to and in favour of GE Canada Finance Holding Company, individually and as agent (together with its successors and assigns, the “Canadian Agent”) for itself and the Canadian Lenders under the Credit Agreement.
GUARANTY AND SECURITY AGREEMENT Dated as of June 4, 2007 among THE BOMBAY COMPANY, INC. BBA HOLDINGS, LLC BOMBAY INTERNATIONAL, INC. THE BOMBAY FURNITURE COMPANY, INC. and Each Other Grantor From Time to Time Party Hereto and GB MERCHANT PARTNERS,...Guaranty and Security Agreement • June 11th, 2007 • Bombay Co Inc • Retail-furniture stores • New York
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, DATED AS OF EVEN DATE HEREWITH (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), BETWEEN GENERAL ELECTRIC CAPITAL CORPORATION, AS FIRST LIEN AGENT, AND THE ADMINISTRATIVE AGENT, AS SECOND LIEN AGENT AND CERTAIN OTHER PERSONS PARTY OR THAT MAY BECOME PARTY THERETO FROM TIME TO TIME. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE RIGHTS OF THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT WITH THOSE OF THE FIRST LIEN AGENT UNDER THE INTERCREDITOR AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
second lien DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING Dated as of May 25, 2007 By THE BOMBAY COMPANY, INC., as Grantor To JACK RATTIKIN, JR., as Trustee For the Benefit of GB MERCHANT PARTNERS, LLC, as...Deed of Trust • June 11th, 2007 • Bombay Co Inc • Retail-furniture stores
THIS SECOND LIEN DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENT AND FIXTURE FILING (this “Deed of Trust”), dated as of May 25, 2007, is executed and delivered by THE BOMBAY COMPANY, INC., a Delaware corporation, with an address at 550 Bailey Avenue, Fort Worth, Texas 76107 (“Grantor”), to JACK RATTIKIN, JR., an individual and resident of the State of Texas, having an address at 201 Main Street, Suite 800, Fort Worth, Texas 76102, his successors or substitutes (“Trustee”), for the benefit of GB MERCHANT PARTNERS, LLC, having an address of 101 Huntington Avenue, Boston Massachusetts 02109 (together with its successors and assigns, “Beneficiary”).
PLEDGE AGREEMENTPledge Agreement • June 11th, 2007 • Bombay Co Inc • Retail-furniture stores • New York
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of June 4, 2007, is by and between The Bombay Company, Inc., a Delaware corporation (the “Pledgor”) and GB Merchant Partners, LLC, in its capacity as Administrative Agent (as hereinafter defined) (in such capacity, the “Pledgee”), as agent for the benefit of the “Lenders” (as such term is hereinafter defined).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 11th, 2007 • Bombay Co Inc • Retail-furniture stores • New York
AMENDMENT NO. 1, dated as of May 25, 2007 (this “Amendment”), to the Credit Agreement, dated as of October 24, 2006 (the “Credit Agreement”), by and among The Bombay Company, Inc., BBA Holdings, LLC, Bombay International, Inc., The Bombay Furniture Company of Canada Inc., as borrowers (the “Borrowers”), the lenders signatory thereto from time to time (the “Lenders”), General Electric Capital Corporation, for itself, as Lender, and as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”) and GE Canada Finance Holding Company as Canadian agent (in such capacity, the “Canadian Agent”).
AMENDMENT NO. 1 TO GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • June 11th, 2007 • Bombay Co Inc • Retail-furniture stores • New York
Amendment No. 1, dated as of June 5, 2007 to the Guaranty and security Agreement, dated as of October 24, 2006 (the “Guaranty and Security Agreement”), by The Bombay Company, Inc., BBA Holdings, LLC., Bombay International, Inc. and The Bombay Furniture Company, Inc. (collectively, the “Grantors”) in favor of General Electric Capital Corporation, as administrative agent and collateral agent for the Secured Parties (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Guaranty and Security Agreement.
TERM LOAN AGREEMENT Dated as of May 25, 2007 among THE BOMBAY COMPANY, INC. EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO, as Borrowers THE LENDERS PARTY HERETO, and GB MERCHANT PARTNERS, LLC as Administrative Agent GE CAPITAL MARKETS, INC. as...Term Loan Agreement • June 11th, 2007 • Bombay Co Inc • Retail-furniture stores • New York
This Term Loan Agreement, dated as of May 25, 2007, is entered into among THE BOMBAY COMPANY, INC., a Delaware corporation (the “Parent”), each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually, as a “Borrower”, and collectively, as the “Borrowers”), the Lenders (as defined below), and GB MERCHANT PARTNERS, LLC (“GBMP”), as administrative agent and collateral agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).
ContractSubordinated Note Agreement • June 11th, 2007 • Bombay Co Inc • Retail-furniture stores
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM .
THE BOMBAY FURNITURE COMPANY OF CANADA INC. as Grantor and GB MERCHANT PARTNERS, LLC as Administrative Agent CANADIAN SECURITY AGREEMENT AS OF MAY 25, 2007Canadian Security Agreement • June 11th, 2007 • Bombay Co Inc • Retail-furniture stores • Ontario
Security agreement dated as of May 25, 2007 made by The Bombay Furniture Company of Canada Inc., a corporation continued and existing under the laws of the Province of Ontario (together with its successors and permitted assigns, the “Grantor”) to and in favour of GB Merchant Partners, LLC, individually and as administrative agent (together with its successors and assigns, the “Agent”) for itself and the Secured Parties under the Loan Agreement.
