EXECUTION COPY
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (this "Agreement") dated as of May 19, 2005, is
executed by the undersigned for the benefit of General Electric Capital
Corporation, as administrative agent (the "Agent") in connection with (i) that
certain Amended and Restated Guaranty dated as of January 22, 2003 by and among
the Guarantors party thereto and the Agent (as amended, supplemented or modified
from time to time, the "Guaranty"), (ii) that certain Amended and Restated
Security Agreement dated as of January 22, 2003 among the Grantors party thereto
and the Agent (as amended, supplemented or modified from time to time, the
"Security Agreement") and (iii) that certain Amended and Restated Pledge
Agreement dated as of January 22, 2003 among the Pledgors party thereto and the
Agent (as amended, supplemented or modified from time to time, the "Pledge
Agreement"). Capitalized terms not otherwise defined herein are used herein as
defined in the Guaranty, the Security Agreement or the Pledge Agreement as the
case may be.
NOW, THEREFORE, 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:
SECTION 1. Accession of Guarantor. The undersigned hereby agrees to:
(a) become, with immediate effect, a party to the Guaranty as a Guarantor, (b)
be bound by all of the terms, covenants, agreements and other provisions of the
Guaranty binding upon a Guarantor party thereto to the same extent and in the
same manner as if it had originally been a party thereto, and (c) perform all
obligations required of it pursuant to any Loan Document.
SECTION 2. Grant of Security. The undersigned hereby pledges to the
Agent, for the benefit of itself and the Lenders, and hereby grants to the
Agent, for the benefit of itself and the Lenders, a security interest in, all of
its right, title and interest in and to all of the Collateral of the
undersigned, whether now owned or hereafter acquired by the undersigned,
wherever located and whether now or hereafter existing or arising, including,
without limitation, the property and assets of the undersigned set forth on the
attached supplemental schedules to the Schedules to the Security Agreement.
SECTION 3. Security for Obligations. The pledge and grant of a
security interest in the Collateral by the undersigned under this Agreement and
the Security Agreement secures the payment of all Obligations now or hereafter
existing under or in respect of the Loan Documents, whether direct or indirect,
absolute or contingent, and whether for principal, reimbursement obligations,
interest, premiums, penalties, fees, indemnities, contract causes of action,
costs, expenses or otherwise.
SECTION 4. Supplements to Security Agreement Schedules. The
undersigned has attached hereto supplemental Schedules I, II, III, IV, V and VI
to the Security Agreement, and the undersigned hereby certifies, as of the date
first above written, that each such supplemental schedule has been prepared by
the undersigned in
substantially the form of the equivalent Schedule to the Security Agreement and
is complete and correct in all respects.
SECTION 5. Grant of Pledge. The undersigned hereby pledges to the
Agent, for the benefit of itself and the Lenders, and hereby grants to the
Agent, for the benefit of itself and the Lenders, a security interest in, all of
its right, title and interest in and to all of the Pledged Collateral of the
undersigned, whether now owned or hereafter acquired by the undersigned,
wherever located and whether now or hereafter existing or arising, including,
without limitation, the property and assets of the undersigned set forth on the
attached supplemental schedules to the Schedules to the Pledge Agreement.
SECTION 6. Security for Obligations. The pledge and grant of a
security interest in the Pledged Collateral by the undersigned under this
Agreement and the Pledge Agreement secures the payment of all Obligations now or
hereafter existing under or in respect of the Loan Documents, whether direct or
indirect, absolute or contingent, and whether for principal, reimbursement
obligations, interest, premiums, penalties, fees, indemnities, contract causes
of action, costs, expenses or otherwise.
SECTION 7. Supplements to Pledge Agreement Schedules. The undersigned
has attached hereto supplemental Schedule I to the Pledge Agreement, and the
undersigned hereby certifies, as of the date first above written, that such
supplemental schedule has been prepared by the undersigned in substantially the
form of the equivalent Schedules to the Pledge Agreement and is complete and
correct in all respects.
SECTION 8. Representations and Warranties. The undersigned hereby
makes each representation and warranty set forth in Section 4 of the Guaranty to
the same extent as each other Guarantor. The undersigned hereby makes each
representation and warranty set forth in Section 4 of the Security Agreement (as
supplemented by the attached supplemental schedules) to the same extent as each
other Grantor. The undersigned hereby makes each representation and warranty set
forth in Section 5 of the Pledge Agreement (as supplemented by the attached
supplemental schedule) to the same extent as each other Pledgor.
SECTION 9. Obligations Under Guaranty, Security Agreement and Pledge
Agreement. The undersigned hereby agrees, as of the date first above written, to
be bound (i) as a Guarantor by all of the terms and provisions of the Guaranty
to the same extent as each of the other Guarantors, (ii) as a Grantor by all of
the terms and provisions of the Security Agreement to the same extent as each of
the other Grantors and (iii) as a Pledgor by all of the terms and provisions of
the Pledge Agreement to the same extent as each of the other Pledgors. The
undersigned further agrees, as of the date first above written, that each
reference in the Guaranty to a "Guarantor" shall also mean and be a reference to
the undersigned, that each reference in the Security Agreement to a "Grantor"
shall also mean and be a reference to the undersigned and that each reference in
the Pledge Agreement to a "Pledgor" shall also mean and be a reference to the
undersigned.
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SECTION 10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
duly executed and delivered as of the date first set forth above.
CARLYLE & CO. JEWELERS
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: SVP, Treasurer & CFO
CARLYLE & CO. OF ▇▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: SVP, Treasurer & CFO
PARK PROMENADE, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: SVP, Treasurer & CFO
▇.▇. ▇▇▇▇▇▇▇▇ CO.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: SVP, Treasurer & CFO
Acknowledged:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Duly Authorized Signatory
Signature Page to Joinder Agreement
Pursuant to Item 601(b)(2) of Regulation S-K, the following is a list of omitted
schedules to the Joinder Agreement. Finlay agrees to furnish supplementally a
copy of any omitted schedule to the Securities and Exchange Commission upon
request.
Amended and Restated Security Agreement:
Schedule I Filing Jurisdictions
Schedule II Instruments Chattel Paper and Letter of Creditor
Rights
Schedule IIIA Offices, Locations of Collateral and Records
Concerning Park Promenade, Inc.'s Collateral
Schedule IIIB Offices, Locations of Collateral and Records
Concerning Carlyle & Co. of ▇▇▇▇▇▇▇▇▇▇'▇ Collateral
Schedule IIIC Offices, Locations of Collateral and Records
Concerning ▇.▇. ▇▇▇▇▇▇▇▇ Co.'s Collateral
Schedule IIID Offices, Locations of Collateral and Records
Concerning Carlyle & Co. Jewelers' Collateral
Schedule IV Patents, Trademarks and Copyrights
Schedule V Commercial Tort Claims
Schedule VI Motor Vehicle List
Amended and Restated Pledge Agreement:
Schedule I Pledged Shares