ADDENDUM TO NOTE PURCHASE AGREEMENT
AGREEMENT dated November 12,1996, by and among FAC REALTY,
INC. (formerly, FACTORY STORES OF AMERICA, INC)., a Delaware corporation with
offices at 000 Xxxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 (the
"Borrower"), BLACKACRE BRIDGE CAPITAL L.L.C., a Delaware limited liability
company with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Blackacre"), XXXXXX MANAGEMENT COMPANY, a Delaware corporation with offices at
000 X. Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000 ("Xxxxxx") and NATIONAL UNION
FIRE INSURANCE COMPANY OF PITTSBURGH (the "Designee").
PRELIMINARY STATEMENT
Borrower, Blackacre and Xxxxxx have entered into a Note
Purchase Agreement dated as of April 2, 1996, as amended (the "Note Purchase
Agreement"), pursuant to which, among other things, Borrower has agreed to sell
and issue to designees of Blackacre and Xxxxxx, and Blackacre and Xxxxxx have
agreed to cause their designees to purchase from Borrower, certain exchangeable
subordinated notes and senior notes million from Borrower. Borrower, Blackacre
and Xxxxxx desire that the Designee be substituted as the purchaser of certain
of such notes as contemplated by section 17 of the Note Purchase Agreement.
Accordingly, the parties hereto agree as follows.
1. DEFINED TERMS. All capitalized terms used herein which are not
otherwise expressly defined herein shall have the meanings set forth in
the Note Purchase Agreement.
2. IDENTIFICATION OF THE DESIGNEE. The Designee is hereby identified as a
designee in accordance with section 17 of the Note Purchase Agreement.
3. PURCHASE AND SALE.
a. Borrower hereby agrees to issue and sell to the Designee at
the Closing the type and principal amount of Notes set forth
opposite such Designee's name on Exhibit A hereto.
b. The Designee agrees to purchase such Notes from the Borrower
at the Closing.
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4. PURCHASE PRICE AND PAYMENT.
a. The aggregate purchase price payable to Borrower for the Notes
shall be the amount set forth opposite such Designee's name on
Exhibit A hereto under the caption "Purchase Price" (the
"Purchase Price").
b. At the Closing the Purchase Price payable to Borrower shall be
paid by. the Designee in accordance with the instructions set
forth on Exhibit A under the caption "Wire Transfer
Instructions For Borrower" by wire transfer of immediately
available funds to the account indicated by the Borrower in
such instructions.
5. NOTE PURCHASE AGREEMENT. By its execution and delivery hereof each of
the undersigned agrees and acknowledges that for all purposes hereof
the Designee shall be deemed to be a Designee party to, and shall be
bound by the terms and conditions of and shall be entitled to all of
the rights, privileges, benefits and remedies of, the Note Purchase
Agreement as though such Designee had been a Designee party to the Note
Purchase Agreement. In addition, Designee shall be deemed to have made
(with respect to itself only) each of the representations and
warranties set forth in Section 7 of the Note Purchase Agreement. The
Designee shall be entitled to the rights privileges, benefits and
remedies including, without limitation, the representations,
warranties, covenants, agreements, indemnifications and undertakings of
the Borrower as well as the remedies upon an Event of Default, of a
Designee, and shall fulfill all of the obligations of Blackacre and
Xxxxxx or the Designees, as the case may be, relating to the Notes
purchased by the Designee.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
FAC REALTY, INC
By: /s/ X. Xxxxxxx Xxxxxx
Name: X. Xxxxxxx Xxxxxx
Title: President and Chief Operating Officer
BLACKACRE BRIDGE CAPITAL, L.L.C.
By: Blackacre Capital Management Corp.,
managing member
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President
XXXXXX MANAGEMENT COMPANY
By: /s/ Xxxxxxx X. X'Xxxxxxx
Name: Xxxxxxx X. X'Xxxxxxx
Title: Vice President
NATIONAL UNION FIRE INSURANCE
COMPANY OF PITTSBURGH
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
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