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Joinder Agreement

This is an actual contract by BIG 5 Sporting Goods.
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THIS JOINDER AGREEMENT ("AGREEMENT") dated as of January 28,2004 is made and entered into by and among Big 5 Corp., a Delaware corporation ("EXISTING BORROWER"), and New Borrower (defined below), on the one hand, and the financial institutions identified as "Lenders" on the signature pages hereof (such lenders, together with their respective successors and assigns, are collectively "LENDERS"), and The CIT Group/Business Credit, Inc., a New York corporation (in its capacity as agent for Lenders, "AGENT"), on the other hand. Initially capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Financing Agreement (defined below).


A. Existing Borrower, Agent and Lenders have previously entered into that certain Amended and Restated Financing Agreement, dated as of March 20, 2003 (the "FINANCING AGREEMENT"; the Financing Agreement and the documents, instruments and agreements executed in connection therewith are collectively "FINANCING DOCUMENTS"), pursuant to which, subject to the terms and conditions set forth therein, Lenders acting through Agent have made certain credit facilities available to Existing Borrower;

B. Existing Borrower has previously formed a new Subsidiary, Big 5 Services Corp., a Virginia corporation ("NEW BORROWER"), which will own and operate Existing Borrower's gift card services business. In connection therewith, Existing Borrower has transferred certain assets and liabilities related to the gift cards services business to, and entered into certain intercompany agreements with, New Borrower in order to effectuate the transfer of the gift card operations (such transactions are collectively referred to as the "RESTRUCTURE");

C. In connection with the Restructure, Existing Borrower has requested that Agent and Lenders permit New Borrower to be added and joined as an additional borrower and obligor under the Financing Documents and, subject to the terms and conditions set forth herein, Agent and Lenders have agreed to permit such addition; and

D. Existing Borrower, New Borrower, Lenders and Agent desire to enter into this Agreement in order to provide for the joinder of New Borrower as a co-borrower and co-obligor under the Financing Documents.


NOW, THEREFORE, In consideration of the foregoing premises, the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Joinder. New Borrower hereby agrees as follows in favor of Agent and Lenders:

(a) Effective as of the date hereof, New Borrower hereby agrees to become a borrower and obligor under, and to bind itself to, the Financing Agreement and each other Financing Document to which Existing Borrower is bound as of the date hereof, and, in such capacity, to


jointly and severally assume and bind itself to all debts, liabilities and obligations of Existing Borrower thereunder (including, without limitation, all Obligations).

(b) In furtherance but without limitation of the foregoing, as security for the prompt payment in full of all Obligations, New Borrower hereby pledges and grants to Agent on behalf of Lenders a continuing general lien upon, and security interest in, all of its Collateral. To facilitate the foregoing grant of a security interest, New Borrower agrees to execute (and, if required by Agent, acknowledge) and deliver to Agent such instruments and agreements as Agent may reasonably require in connection herewith, including, without limitation, UCC-1 financing statements, collateral assignments, legal opinions, resolutions, incumbency certificates, good standing certificates, qualifications to do business and other, related documents, instruments, certificates or agreements as Agent may reasonably request to give effect to this joinder of New Borrower as a borrower and obligor under the Financing Documents.

(c) To induce Agent and Lenders to accept New Borrower as a borrower and obligor under the Financing Documents, New Borrower hereby agrees to and makes each and every representation and warranty made in the Financing Agreement and the other Financing Documents in respect of Existing Borrower generally, as fully and completely as if New Borrower were an original party thereto (except to the extent that such representations and warranties relate solely to an earlier date).

2. Conditions to the Effectiveness of this Agreement. This Agreement shall not become effective unless and until Agent shall have received each of the documents and other items listed on Schedule 1 attached hereto, each to be in form and substance reasonably satisfactory to Agent and its counsel, and, as applicable, duly executed and delivered by the party or parties thereto.

3. Intercompany Transactions and Stand-Alone Covenants. The parties hereto acknowledge and agree that the intent and purpose of this Agreement is (i) to permit New Borrower to have access to the borrowing capacity of Existing Borrower under the Financing Agreement; (ii) to secure the payment and performance of the Obligations arising under the Financing Documents with all of New Borrower's Collateral; and (iii) to permit New Borrower and Existing Borrower to enter into or engage in transactions, relationships and agreements with each other that might otherwise be restricted by the terms and provisions of the Financing Documents. It is not the purpose and intent of this Agreement that New Borrower be required or obligated to maintain or comply with, on a stand-alone basis, any particular financial covenants (i.e., Existing Borrower and New Borrower, for purposes of the Financing Documents only,
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