CONFORMED COPY
JOINDER AGREEMENT
JOINDER AGREEMENT, dated as of February 20, 1997, made by the
individuals and institutions named under the caption "Designees" on the
signature pages hereof (collectively, the "DESIGNEES") pursuant to the
Securities Purchase Agreement, dated December 30, 1996 (as amended, supplemented
or otherwise modified from time to time, the "SECURITIES PURCHASE AGREEMENT"),
among Family Bargain Corporation, a Delaware corporation (the "COMPANY"), and
the Persons set forth on Schedule 2.2 thereto (the "PURCHASERS"). Unless
otherwise defined herein, terms defined in the Securities Purchase Agreement and
used herein shall have the meanings given to them in the Securities Purchase
Agreement.
WHEREAS, pursuant to Section 2 of the Securities Purchase Agreement,
the Purchasers desire to allocate the remaining 5,000 shares of the Company's
Series B Preferred (the "Securities") of their deferred obligation to purchase
such Series B Preferred among the Designees.
WHEREAS, the Company desires to sell to the Designees, and the
Designees desire to purchase, the Securities at the Purchase Price Per Security
(or $5,000,000.00 in the aggregate) upon the terms and subject to the conditions
set forth herein.
NOW, THEREFORE, for good and valuable consideration, the suffi
ciency of which hereby is acknowledged, each Designee hereby agrees as follows:
(a) It shall (i) be deemed to be a Purchaser for all purposes under
the Securities Purchase Agreement and shall have all the rights and obligations
of a Purchaser thereunder, except pursuant to Section 2.3 of the Securities
Purchase Agreement, and (ii) be deemed to be a Holder (as defined in the
Registration Rights Agreement) for all purposes under the Registration Rights
Agreement and shall have all the rights and obligations of a Holder thereunder;
(b) It hereby acknowledges that it has received and reviewed, and is
relying upon in making its investment decision, a copy (in executed form) of (i)
the Securities Purchase Agreement (including, without limitation, all
amendments, supple ments and other modifications thereto), (ii) the Disclosure
Letter, (iii) each of the Transaction Agreements referred to in the Securities
Purchase Agreement (including, without limitation, all amendments, supplements
and other modifications thereto), (iv) all documents, agreements and
certificates (including, without limitation, all amendments, supplements and
other modifications thereto) related to the Securities Purchase Agreement and
the Transaction Agreements delivered at the Initial Closing, (v) all documents
(including, without limitation, all amendments, supplements and other
modifications thereto) delivered on January 13, 1997 related to the closing of
the Separation Agreement, (vi) the Company's Annual Report on Form 10-K for the
year ended January 27, 1996 (as amended by the Company's Form 10-K/A, dated
2
May 14, 1996), as filed with the SEC (including, in each case, all exhibits and
schedules thereto and documents incorporated by reference therein) and (vii) the
Company's Quarterly Report on Form 10-Q for the quarter ended October 26, 1996,
as filed with the SEC.
(c) It shall (i) be bound by all covenants, agreements, acknowledg
ments and other terms and provisions (except the representations and warranties
of Purchasers other than as expressly provided herein) applicable to it, as a
Purchaser pursuant to the Securities Purchase Agreement and the other
Transaction Agreements to the same extent, and in the same manner, as if it were
a direct party thereto; PROVIDED, HOWEVER, it shall be bound by, and does hereby
make with respect to itself, the representations and warranties of Purchasers
contained in Sections 5.1, 5.2, 5.3, 5.4 and 5.5 of the Securities Purchase
Agreement, and (ii) perform all obligations required of its pursuant to the
Securities Purchase Agreement and such Transaction Agreements.
(d) It hereby acknowledges that no other representations and
warranties are being made to it as a Purchaser by the Company other than those
made in Section 4 of the Securities Purchase Agreement to the same extent, and
in the same manner as if it (in its capacity as a Purchaser) were a direct party
thereto;
(e) It hereby acknowledges that the Purchasers listed on Schedule
2.2 of the Securities Purchase Agreement are not making any representations and
warranties to it and have no liabilities or obligations to it pursuant to the
Securities Purchase Agreement, this Joinder Agreement or otherwise.
This Joinder Agreement shall become effective upon the last to occur
of (a) the due execution and delivery of this Joinder Agreement by all parties
hereto, (b) the delivery to each of the Designees of certificates representing
such number of Securities as are set forth opposite such Designees name on
Schedule 2.2A hereto, each registered in the name of such Designee or its
nominees, and (c) payment of the Purchase Price Per Security with respect to
such Securities by wire transfer of immediately available funds to an account or
accounts previously designed by the Company.
THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Joinder Agreement may be executed in counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.
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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
duly executed and delivered in New York, New York, United States of America by
its proper and duly authorized officer as of the date first written above.
DESIGNEES:
----------
XXXXXXXXXXXX CHARITABLE
PARTNERS B
By: /S/ XXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Trustee
K. INVESTMENT PARTNERS X.X. XX
By:/S/ XXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Partner
ELL & CO. FBO AT&T INVESTMENT
MANAGEMENT CORP.
TRUSSAL & CO. FBO M.E.R.S. OF
MICHIGAN
BOSTON SAFE DEPOSIT TRUST CO.
FBO VIRGINIA RETIREMENT SYSTEM
HOW & CO. FBO COLUMBIA
HEALTHCARE CORP.
XXXXXX & CO. FBO IRON WORKERS
PENSION TRUST FUND
ELL & CO. FBO OKLAHOMA LAW
ENFORCEMENT RETIREMENT
SYSTEM
BEAMPORT & CO. FBO XXXXXX'X
PROFIT SHARING TRUST
XXXXXXX & CO. FBO XXXXXXXXX
COMPANY, INC.
4
IOWA STATE UNIVERSITY
FOUNDATION
MAC & CO. FBO XXXXXX
FOUNDATION
STATE STREET BANK & TRUST CO.
FBO XXXXXXXXXX COUNTY
EMPLOYEE RET
MAC & CO. FBO LOCAL 25 SEIU
PITT & CO. FBO TRACOR INC.
XXXXXXX & CO. FBO SISTERS OF ST.
XXXXXX OF CARONDELET
PITT & CO. FBO CITY OF NEW
HAVEN
XXXX & CO. FBO THE COMMON
FUND
HOW & CO. FBO OUTBOARD
MARINE
By: Xxxxxxx Capital Management,
Inc., as Attorney-In-Fact
By:/S/ XXXXXXX XXXXXX
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Portfolio Manager
By:/S/ XXXXX X. XXXXXXXXXX
------------------------------------
Xxxxx X. Xxxxxxxxxx
By:/S/ XXXXXX XXXXXXX
------------------------------------
Xxxxxx Xxxxxxx
By:/S/ XXXXX XXXXXXX
------------------------------------
Xxxxx Xxxxxxx
5
By:/S/ XXX XXXXXXX
------------------------------------
Xxx Xxxxxxx
By:/S/ XXXX XXXXXXX
------------------------------------
Xxxx Xxxxxxx
By:/S/ XXXXXX XXXXXXX
------------------------------------
Xxxxxx Xxxxxxx
By:/S/ XXXXXX XXXXXXX
------------------------------------
Xxxxxx Xxxxxxx
XXXXX X. XXXX PROFIT SHARING PLAN
By: Mesirow Financial Inc., as Agent
for Xxxxx Xxxx, as Trustee
By:/S/ XXXXXXX X. XXXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Supervisor - Retirement Plans Dept.
By:/S/ XXXXX XXXXXX
------------------------------------
Xxxxx Xxxxxx
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ACKNOWLEDGED AND AGREED
-----------------------
TO:
---
THREE CITIES FUND II, L.P.
By: TCR Associates, L.P., as General
Partner
By:/S/ WILLEM X.X. XX XXXXX
------------------------------------
Name: Willem X.X. xx Xxxxx
Title: General Partner
THREE CITIES OFFSHORE II C.V.
By: TCR Offshore Associates, L.P.,
as General Partner
By:/S/ J. XXXXXXX XXXXX
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: General Partner
TERFIN INTERNATIONAL, LTD.
By:/S/ J. XXXXXXX XXXXX
------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Attorney-In-Fact
FAMILY BARGAIN CORPORATION
By:/S/ XXXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President & Chief Executive Officer
Schedule 2.2A to
JOINDER AGREEMENT
SECURITIES
Number of
DESIGNEES SECURITIES
--------- ----------
Xxxxxxxxxxxx Charitable Partners B 200
K. Investment Partners L.P. III 800
Ell & Co. FBO AT&T Investment Management Corp. 295
Trussal & Co. FBO M.E.R.S. of Michigan 475
Boston Safe Deposit Trust Co. FBO Virginia Retirement System 000
Xxx & Xx. XXX Xxxxxxxx Healthcare Corp. 150
Xxxxxx & Co. FBO Iron Workers Pension Trust Fund 35
Ell & Co. FBO Oklahoma Law Enforcement Retirement System 88
Beamport & Co. FBO Xxxxxx'x Profit Sharing Trust 000
Xxxxxxx & Xx. XXX Xxxxxxxxx Xxxxxxx Xxx. 00
Xxxx Xxxxx University Foundation 000
Xxx & Xx. XXX Xxxxxx Foundation 000
Xxxxx Xxxxxx Xxxx & Xxxxx Xx. XXX Xxxxxxxxxx Xxxxxx
Employee RET 335
Mac & Co. FBO Local 25 SEIU 25
Pitt & Co. FBO Tracor Inc. 00
Xxxxxxx & Xx. XXX Xxxxxxx xx Xx. Xxxxxx of Carondelet 00
Xxxx & Xx. XXX Xxxx xx Xxx Xxxxx 33
Xxxx & Co. FBO the Common Fund 242
How & Co. FBO Outboard Marine 000
Xxxxx X. Xxxxxxxxxx 000
Xxxxxx Xxxxxxx 100
Xxxxx Xxxxxxx 100
Xxx Xxxxxxx 50
Xxxx Xxxxxxx 50
Xxxxxx Xxxxxxx 50
Xxxxxx Xxxxxxx 100
Xxxxx X. Xxxx Profit Sharing Plan 50
Xxxxx Xxxxxx 250
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Total 5,000
