1
EXHIBIT 4.f
FRI-MRD CORPORATION
JOINDER AGREEMENT
$14.0 MILLION 15.0% SENIOR DISCOUNT NOTES
DUE JANUARY 24, 2002
This JOINDER AGREEMENT (the "Agreement") is entered into as of
January 14, 1998, by and among FRI-MRD Corporation, a Delaware corporation (the
"Company"), and those persons whose names appear on Schedule I attached hereto
(collectively, the "Purchasers"). All capitalized terms not herein defined shall
have the meanings ascribed to them in the FRI-MRD Corporation Note Agreement,
dated August 12, 1997 (the "Note Agreement").
WHEREAS, the Company has authorized the issue and sale of up to
$75,000,000 aggregate principal amount of its 15.0% Senior Discount Notes due
January 24, 2002 (the "Notes") to be dated the date of issue; and
WHEREAS, pursuant to the Note Agreement, on August 12, 1997, the
Company issued Notes in an aggregate principal amount of $61.0 million, leaving
$14.0 million available for issuance thereunder.
NOW, THEREFORE, the Company agrees with each Purchaser as
follows:
1. Purchase and Sale of Securities. Subject to the terms and
conditions of the Note Agreement, the Company agrees to issue and sell to each
Purchaser, and each Purchaser agrees to purchase from the Company, the aggregate
principal amount of Additional Notes, set forth under such Purchaser's name on
Schedule I attached hereto (the "Additional Notes"). Each Additional Note will
be issued at a substantial discount from its principal amount, for a price equal
to its Purchase Price on the date of purchase as set forth on Schedule I
attached hereto. The obligations of the Purchasers hereunder shall be the
several obligations of each Purchaser to purchase that amount of Additional
Notes set forth under such Purchaser's name on Schedule I attached hereto and
shall not be the joint obligation of any other Purchaser hereunder. The Company
and the Purchasers hereby agree that the Additional Notes will be deemed to be
issued under, subject to and governed by, all terms and conditions of, and that
each of the Purchasers will be deemed to be Purchasers under, the Note
Agreement.
2. Representations of the Purchasers. Each Purchaser hereby
represents and warrants that all representations set forth in Section 3.2 of the
Note Agreement as they apply to the issuance and purchase of the Additional
Notes are true and correct as of the date
2
hereof and are incorporated herein by reference with the same force and effect
as though herein set forth in full.
3. Representations of the Company. The Company hereby represents
and warrants that the Company and its Subsidiaries have performed or complied in
all material respects with all covenants contained in the Note Agreement and
that certain Side Letter, dated as of August 12, 1997 from the Company to
XxxXxx-Xxxxxxx Financial Corporation, that are required to be performed or
complied with by them at or prior to the date hereof.
4. Legends. All certificates evidencing the Additional Notes
purchased and sold hereunder shall bear the following legends:
FOR PURPOSES OF SECTIONS 1272 ET SEQ. OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, THE ISSUE PRICE WITH RESPECT TO EACH $1,000.00
OF PRINCIPAL AT MATURITY OF THIS NOTE IS $830.00, THE AMOUNT OF ORIGINAL
DISCOUNT IS $170.00, THE ISSUE DATE IS JANUARY 14 , 1998, AND THE YIELD TO
MATURITY IS 13.919%.
3
The execution hereof by you shall constitute a contract between
us for the uses and purposes hereinabove set forth, and this Agreement may be
executed in any number of counterparts, each executed counterpart constituting
an original but all together only one agreement.
FRI-MRD CORPORATION, as Company
By: /s/ X.X. Xxxxxxx, Xx.
--------------------------------
Name: X.X. Xxxxxxx, Xx.
Title: President
[signature pages continued on next page]
4
MELLON BANK, N.A., solely in its
capacity as Trustee for the MASTER
TRUST for the EMPLOYEE'S RETIREMENT
FUND OF THE CITY OF FORT WORTH, as
directed by XxxXxx-Xxxxxxx Financial
Corporation (as Investment Advisor),
and not in its individual capacity
By: /s/ Xxxxxx Xxxxx
-----------------------------------
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
[signature pages continued on next page]
5
HIGHBRIDGE CAPITAL CORPORATION
By: XxxXxx-Xxxxxxx Financial Corporation
Its: Investment Advisor
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
[signature pages continued on next page]
0
XXX XXXXXXXX XXXXX, XX BEHALF OF
HIGH YIELD CORPORATE BOND FUND
SERIES
By: XxxXxx-Xxxxxxx Financial Corporation
Its: Investment Advisor
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
[signature pages continued on next page]
7
LOCAL 1199 HEALTHCARE
By: XxxXxx-Xxxxxxx Financial Corporation
Its: Investment Advisor
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
[signature pages continued on next page]
0
XXX XXXXXXXX XXXXX, XX BEHALF OF
ITS STRATEGIC VALUE FUND SERIES
By: XxxXxx-Xxxxxxx Financial Corporation
Its: Investment Advisor
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
9
SCHEDULE I
TO
JOINDER AGREEMENT
Purchaser: EMPLOYEE'S RETIREMENT FUND OF THE CITY OF FORT WORTH
1. Principal Amount.
In U.S. Dollars: $1,100,000
The Purchase Price of the Note will be
$913,000 of cash
2. In the case of payments on account of the Notes:
By wire transfer of Federal or other immediately available funds
(identifying each payment as to issuer, security and principal or
interest) to:
ABA # 000-000-000/BOSTON SAFE DEP.
FEDERAL RESERVE BANK OF BOSTON
FFC ACCT NAME: CITY OF FT. WORTH
DDA ACCT # 162299
FFC. # ACCT CFWF8542902
3. All communications shall be delivered or mailed to:
XxxXxx-Xxxxxxx Financial Corporation
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxx
Fax: (000) 000-0000
with a copy to:
Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxx, Esq.
Fax: (000) 000-0000
4. Tax I.D. #: 00-0000000
10
Purchaser: HIGHBRIDGE CAPITAL CORPORATION
1. Principal Amount.
In U.S. Dollars: $610,000
The Purchase Price of the Note will be
$506,300 of cash
2. In the case of payments on account of the Notes:
By wire transfer of Federal or other immediately available funds
(identifying each payment as to issuer, security and principal or
interest) to:
CITIBANK
ABA # 000-000-000
BEAR XXXXXXX SECURITIES INC.
ACCT # 09253186
ACCT NAME: HIGHBRIDGE CAPITAL CORPORATION
ACCT # 101-44079-2-6
3. All communications shall be delivered or mailed to:
XxxXxx-Xxxxxxx Financial Corporation
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxx
Fax: (000) 000-0000
with a copy to:
Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxx, Esq.
Fax: (000) 000-0000
4. Tax I.D. #: Bear Xxxxxxx Securities Corp.-Foreign (no tax i.d. #).
11
Purchaser: THE MAINSTAY FUNDS, ON BEHALF OF ITS HIGH YIELD
CORPORATE BOND FUND SERIES
1. Principal Amount.
In U.S. Dollars: $8,140,000
The Purchase Price of the Note will be
$6,756,200 of cash
2. In the case of payments on account of the Notes:
By wire transfer of Federal or other immediately available funds
(identifying each payment as to issuer, security and principal or
interest) to:
ABA # 000000000
STATE STREET BANK AND TRUST COMPANY
XXXXXX, XXXX 00000
FOR CREDIT TO:
ACCT NAME: MAINSTAY HIGH YIELD CORPORATE BOND FUND
XXX XXXX # 0000 0000
XXXX # XX00
0. All communications shall be delivered or mailed to:
XxxXxx-Xxxxxxx Financial Corporation
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxx
Fax: (000) 000-0000
with a copy to:
Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxx, Esq.
Fax: (000) 000-0000
4. Tax I.D. #: 00-0000000
12
Purchaser: THE 1199 HEALTH CARE EMPLOYEES PENSION FUND
1. Principal Amount.
In U.S. Dollars: $3,900,000
The Purchase Price of the Note will be
$3,237,000 of cash
2. In the case of payments on account of the Notes:
By wire transfer of Federal or other immediately available funds
(identifying each payment as to issuer, security and principal or
interest) to:
ABA # 000-000-000
NORTHERN TRUST/CHGO TRUST
FOR CREDIT TO:
ACCT # 5186061000
ACCT NAME: LOCAL 1199 HEALTHCARE
ACCT # 26-44894
3. All communications shall be delivered or mailed to:
XxxXxx-Xxxxxxx Financial Corporation
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxx
Fax: (000) 000-0000
with a copy to:
Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxx, Esq.
Fax: (000) 000-0000
4. Tax I.D. #: 00-0000000
13
Purchaser: THE MAINSTAY FUNDS, ON BEHALF OF ITS STRATEGIC VALUE
FUND SERIES
1. Principal Amount.
In U.S. Dollars: $250,000
The Purchase Price of the Note will be
$207,500 of cash
2. In the case of payments on account of the Notes:
By wire transfer of Federal or other immediately available funds
(identifying each payment as to issuer, security and principal or
interest) to:
ABA # 000000000
BANK OF NEW YORK/CUST.
ACCT # GLA 111612
FOR CREDIT TO:
ACCT NAME: MAINSTAY STRATEGIC VALUE FUND
ACCT # 267446
3. All communications shall be delivered or mailed to:
XxxXxx-Xxxxxxx Financial Corporation
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxx
Fax: (000) 000-0000
with a copy to:
Kleinberg, Kaplan, Xxxxx & Xxxxx, P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxx, Esq.
Fax: (000) 000-0000
4. Tax I.D. #: 133924140
