Common use of Calculations; Computations Clause in Contracts

Calculations; Computations. (a) The financial statements to be furnished to the Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) consistently applied throughout the periods involved, provided that, (i) except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and all computations determining compliance with Sections 9.02 through 9.09, inclusive, shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements delivered to the Banks pursuant to Sections 7.05(a), (ii) for all purposes of this Agreement, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary shall be included in the consolidated financial statements of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) GAAP consistently applied throughout the periods involvedinvolved (except as set forth in the notes thereto); provided, provided that, that (i) except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and all computations definitions (including accounting terms) used in determining compliance with Sections 9.02 through 9.09, inclusive9.16 and 10 and calculations of the Fixed Charge Coverage Ratio and the Secured Net Leverage Ratio, shall utilize accounting principles GAAP and policies in conformity with those used to prepare the historical financial statements delivered Pro Forma Financial Statements (subject to purchase accounting and other adjustments reasonably satisfactory to the Banks pursuant Administrative Agent as a result of the Acquisition); provided, that if the Borrowers notify the Administrative Agent that the Borrowers request an amendment to Sections 7.05(aany provision hereof to eliminate the effect of any change occurring in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that if such an amendment is requested by the Borrowers or the Required Lenders, then the Borrowers and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof, (ii) for all purposes of this Agreementexcept as otherwise expressly provided herein, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary shall be included in the consolidated financial statements of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations shall be based on the operations operations, assets and results of Furniture Brands the Company and its Restricted Subsidiaries on a consolidated basis basis, (iii) notwithstanding anything to the contrary contained herein, all covenants and financial ratios contained herein or in any other Credit Document shall be made calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the operations fair value thereof, (iv) all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of any Unrestricted Subsidiariesaccounting change shall contain a schedule showing the adjustments, in any, necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting changes, and (v) all references in this Agreement to a four-Fiscal Quarter period of the Company referring to a period prior to the Effective Date shall refer to the applicable period prior to the Effective Date as if the Company had existed and the Transaction has occurred on the first day of said period. (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Rate in the case of Base Rate Loans, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees interest are payable. (c) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio and/or the amount of Consolidated EBITDA) or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the making of any Dividend and/or (B) the making of any Restricted Junior Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrowers, (1) in the case of any Dividend, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (A) the declaration of such Dividend or (B) the making of such Dividend and (2) in the case of any Restricted Junior Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (1) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Junior Payment or (2) the making of such Restricted Junior Payment, in each case, after giving effect to the relevant acquisition, Dividend and/or Restricted Junior Payment on a Pro Forma Basis. (d) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 10.11, any Fixed Charge Coverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (e) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capitalized Lease Obligations”, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Lease Obligations in conformity with GAAP on the date hereof shall be considered Capitalized Lease Obligations, and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith (provided, that together with all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of any such accounting change, the Borrowers shall deliver a schedule showing the adjustments necessary to reconcile such financial statements with GAAP as in effect immediately prior to such accounting change).

Calculations; Computations. (a) The financial statements to be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles GAAP and, except as set forth in the United States (notes thereto or as otherwise disclosed in writing by the equivalent thereof in any country in which a Foreign Sales Corporation is doing businessUS Borrower to the Lenders, as applicable) be consistently applied throughout the periods involved, ; provided that, that (i) except to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) to the extent compliance with Section 7.09 or 7.10 or the determination of any of the Adjusted Total Leverage Ratio, the Total Leverage Ratio, the Consolidated Interest Coverage Ratio and the Consolidated Fixed Charge Coverage Ratio would include periods occurring prior to the Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to the Transaction as otherwise specifically provided hereinif same had occurred on the first day of the respective period, all computations (iii) in the case of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amountany determinations of Consolidated Interest Expense, Consolidated Cumulative 25% Net Income AmountFixed Charges or Consolidated EBITDA for any portion of any Test Period that ends prior to the Effective Date, Returned Investment Amount and Available Returned Investment Amount and all computations determining compliance with Sections 9.02 through 9.09Section 7.09 or 7.10 and all determinations of the Adjusted Total Leverage Ratio, inclusive, shall utilize accounting principles and policies the Total Leverage Ratio (including as used in conformity with those used to prepare the historical financial statements delivered to the Banks pursuant to Sections 7.05(adefinition of Applicable Rate), (ii) for all purposes of this Agreement, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary Consolidated Interest Coverage Ratio and the Consolidated Fixed Charge Coverage Ratio shall be included calculated in accordance with the consolidated financial statements definition of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles Test Period contained herein and (iiiiv) for purposes of calculating the Applicable Rate, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands the US Borrower and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (bi) All computations The Administrative Agent shall determine the US Dollar Equivalent of interestany Borrowing denominated in Canadian Dollars or Sterling or any B/A accepted and purchased under Section 2.07 as of each date (with such date to be reasonably determined by the Administrative Agent) that is on or about the date of a Notice of Borrowing, Commitment Commission Interest Election Request or request for an acceptance and other Fees hereunder purchase of B/As with respect to such Borrowing or B/A, in each case using the Spot Exchange Rate for the applicable currency in relation to US Dollars in effect on the date of determination and each such amount shall be the US Dollar Equivalent of such Borrowing or B/A until the next required calculation thereof pursuant to this Section 10.06(b)(i). The Administrative Agent shall in addition determine the US Dollar Equivalent of any Borrowing denominated in Canadian Dollars or Sterling or any B/A accepted and purchased under Section 2.07 as of the CAM Exchange Date as set forth in Section 2.21. (ii) The Administrative Agent shall determine the US Dollar Equivalent of any Canadian Dollar Letter of Credit as of each date (with such date to be reasonably determined by the Administrative Agent) that is on or about the date of each request for the issuance, amendment, renewal or extension of such Canadian Dollar Letter of Credit, using the Spot Exchange Rate for Canadian Dollars in relation to US Dollars in effect on the date of determination, and each such amount shall be the US Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this Section 10.06(b)(ii). The Administrative Agent shall in addition determine the US Dollar Equivalent of any Canadian Dollar Letter of Credit as of the CAM Exchange Date as set forth in Section 2.21. (iii) The US Dollar Equivalent of any LC Disbursement made by any Letter of Credit Issuer in respect of any Canadian Dollar Letter of Credit and not reimbursed by the US Borrower shall be determined as set forth in paragraphs (e) or (l) of Section 2.05, as applicable. In addition, the Canadian Dollar LC Exposure shall be determined as set forth in paragraph (j) of Section 2.05, at the time and in the circumstances specified therein. (c) For the purpose of determining compliance with Sections 7.04(d), (g) and (o), any interest on any Indebtedness theretofore incurred pursuant to such Sections that is capitalized and/or paid in the form of additional Indebtedness with the same terms shall not be treated as an incurrence of additional Indebtedness for purposes of determining compliance with the dollar limitations set forth therein. (d) Notwithstanding anything to the contrary contained in clause (a) of this Section 10.06, for purposes of determining compliance with any incurrence tests set forth in Article VI or VII (excluding Sections 7.09 and 7.10), any amounts so incurred or expended (to the extent incurred or expended in a currency other than US Dollars) shall be converted into US Dollars on the basis of the US Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate US Dollar limitation provided for therein (and to the extent the respective incurrence test limits the aggregate amount outstanding (or expended) at any time and is expressed in US Dollars, all outstanding amounts originally incurred or expended in a year currency other than US Dollars shall be converted into US Dollars on the basis of 360 days for the actual number US Dollar Equivalent of days the respective such amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the US Dollar amount outstanding (or expended) at any time). Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, provided that, if the US Borrower notifies the Administrative Agent that the US Borrower requests an amendment to any provision (including any definition) hereof to eliminate the first day but excluding effect of any change occurring after the last day) occurring date hereof in GAAP or in the period application thereof on the operation of such provision (or if the Administrative Agent notifies the US Borrower that the Required Lenders request an amendment to any provision hereof for which such interestpurpose), Commitment Commission regardless of whether any such notice is given before or other Fees are payableafter such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

Calculations; Computations. (a) The financial statements to be furnished to the Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) consistently applied throughout the periods involved, provided that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow, Available $25 10 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Retained Excess Cash Flow Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Dividend Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative Net Income Amount, Consolidated Cumulative Excess Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and all computations determining compliance com- pliance with Sections 9.02 through 9.099.10, inclusive, shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements delivered to the Banks pursuant to Sections 7.05(a), (ii) for all purposes of this Agreement, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary shall be included in the consolidated financial statements of Furniture Brands INTERCO and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands INTERCO hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands INTERCO and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (b) All computations of interest, Commitment Commission Com- mission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable.

Calculations; Computations. (a) The financial ---------------------------- statements to be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles GAAP and, except as set forth in the United States (notes thereto or as otherwise disclosed in writing by the equivalent thereof in any country in which a Foreign Sales Corporation is doing businessUS Borrower to the Lenders, as applicable) be consistently applied throughout the periods involved, ; provided that, (i) except as -------- otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amount156 determining the Adjusted Total Leverage Ratio, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount the Total Leverage Ratio and Available Returned Investment Amount the Adjusted Senior Leverage Ratio and all computations determining compliance with Sections 9.02 through 9.092.12, inclusive6.14 and Article VII, shall including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the historical December 31, 2000 financial statements delivered to the Banks Lenders pursuant to Sections 7.05(aSection 5.10(b); provided -------- further that (i) to the extent expressly required pursuant to the provisions of ------- this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) to the extent compliance with Section 7.09 or 7.10 or the determination of any of the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio would include periods occurring prior to the Initial Borrowing Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to the Transaction as if same had occurred on the first day of the respective period, (iii) in the case of any determinations of Consolidated Interest Expense or Consolidated EBITDA for all purposes any portion of this Agreementany Test Period that ends prior to the Initial Borrowing Date, all Attributed Receivables Facility Indebtedness computations determining compliance with Section 7.09 or 7.10 and all determinations of the Receivables Subsidiary Adjusted Total Leverage Ratio, the Adjusted Senior Leverage Ratio and the Total Leverage Ratio (including as used in the definition of Applicable Rate) shall be included calculated in accordance with the consolidated financial statements definition of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles Test Period contained herein and (iiiiv) for purposes of calculating the Applicable Rate, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands the US Borrower and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (b) All computations The US Dollar Equivalent of interest, Commitment Commission each Loan denominated in Sterling and other Fees hereunder each Loan and B/A Drawing denominated in Canadian Dollars shall be made calculated on the date when the applicable Notice of Borrowing is delivered or the acceptance and purchase of any B/A is requested, on the second Business Day of each month and at such other times as may be designated by the Applicable Agent. Such US Dollar Equivalent shall remain in effect until the same is recalculated by the Applicable Agent as provided above and notice of such recalculation is received by the US Borrower, it being understood that until such notice is received, the US Dollar Equivalent shall be that US Dollar Equivalent as last reported to the US Borrower by the Applicable Agent. The Applicable Agent shall promptly notify the US Borrower and the Lenders of each such determination of the US Dollar Equivalent. (c) For the purpose of determining compliance with Sections 7.04(d), (g) and (o), any interest on any Indebtedness theretofore incurred pursuant to such Sections that is capitalized and/or paid in the form of additional Indebtedness with the same terms shall not be treated as an incurrence of additional Indebtedness for purposes of determining compliance with the dollar limitations set forth therein. (d) Notwithstanding anything to the contrary contained in clause (a) of this Section 10.06, for purposes of determining compliance with any incurrence tests set forth in Articles VI or VII (excluding Sections 7.09 and 7.10), any amounts so incurred or expended (to the extent incurred or expended in a currency other than US Dollars) shall be converted into US Dollars on the basis of the US Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate US Dollar limitation provided for therein (and to the extent the respective incurrence test limits the aggregate amount outstanding (or expended) at any time and is expressed in US Dollars, all outstanding amounts originally incurred or expended in a year currency other than US 157 Dollars shall be converted into US Dollars on the basis of 360 days for the actual number US Dollar Equivalent of days the respective such amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the US Dollar amount outstanding (including the first day but excluding the last dayor expended) occurring in the period for which such interest, Commitment Commission or other Fees are payableat any time).

Calculations; Computations. (a) The financial statements to be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) consistently applied throughout the periods involved, involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to the Lenders); provided that, (i) except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and all computations definitions (including accounting terms) used in determining the Applicable Commitment Fee Percentage, the Applicable Margins and the Incremental Term Loan Commitment Requirements and compliance with Sections 9.02 through 9.098.16, inclusive, 9.04(xii) and 9.07 shall utilize generally accepted accounting principles and policies in conformity with those used to prepare the December 31, 2005 year-end historical financial statements delivered of Holdings and its Subsidiaries referred to the Banks pursuant to Sections in Section 7.05(a), (ii) for all purposes of this Agreementto the extent expressly provided herein, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary certain calculations shall be included in the consolidated financial statements of Furniture Brands and its Restricted Subsidiariesmade on a Pro Forma Basis, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iii) for purposes the period from the Initial Borrowing Date through and including the earlier of calculating financial termsthe Existing Senior Notes Redemption Date, all covenants computations and related definitionsall definitions (including accounting terms) used in determining the Applicable Commitment Fee Percentage, all such calculations based on the operations of Furniture Brands Applicable Margins and its Restricted Subsidiaries on a consolidated basis the Incremental Term Loan Commitment Requirements and compliance with Sections 8.16, 9.04(xii) and 9.07, shall be made without giving effect to calculated as if the operations of any Unrestricted SubsidiariesExisting Senior Notes were not outstanding and as if there was no interest expense associated therewith. (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (GAAP or the equivalent thereof in any country in which a Foreign Sales Corporation is doing businessSAP, as applicable) the case may be, consistently applied throughout the periods involvedinvolved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrowers to the Lenders). In addition, provided that, (i) except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and all computations determining compliance with Sections 9.02 through 9.09Section 7, inclusiveincluding definitions used therein, shall utilize accounting principles and policies in conformity with those used effect from time to prepare time; provided that (i) if any such accounting principle or policy (whether GAAP or SAP or both) shall change after the historical financial statements delivered Effective Date, the Borrowers shall give reasonable notice thereof to the Banks Administrative Agent and each of the Lenders and if within thirty (30) days following such notice any Borrower, the Administrative Agent or the Required Lenders shall elect by giving written notice of such election to the other parties hereto, such computations shall not give effect to such change unless and until this Agreement shall be amended pursuant to Sections 7.05(a)Section 11.11 to give effect to such change, and (ii) for all purposes of this Agreementif at any time the computations determining compliance with Section 7 utilize accounting principles different from those utilized in the financial statements then being furnished to the Lenders pursuant to Section 6.01, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary such financial statements shall be included in the consolidated financial statements of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiariesaccompanied by reconciliation work-sheets. (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for days. (c) All references in this Agreement to amounts in Dollars shall include, unless the actual number of days context otherwise requires, amounts in Optional Currencies using the then U.S. Dollar Equivalent thereof. (d) Unless otherwise expressly provided herein, (a) references to organization documents, agreements (including the first day but excluding the last dayCredit Documents) occurring and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, subject to any restrictions on such amendments, restatements, extensions, supplements and other modifications set forth herein or in the period for which any other Credit Document; and (b) references to any law, rule or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such interestlaw, Commitment Commission rule or other Fees are payableregulation.

Calculations; Computations. (a) The financial statements to be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles GAAP and, except as set forth in the United States (notes thereto or as otherwise disclosed in writing by the equivalent thereof in any country in which a Foreign Sales Corporation is doing businessUS Borrower to the Lenders, as applicable) be consistently applied throughout the periods involved, ; provided that, that (i) except to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) to the extent compliance with Section 7.09 or 7.10 or the determination of any of the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Consolidated Interest Coverage Ratio would include periods occurring prior to the 2010 Restatement Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to the Transaction as otherwise specifically provided hereinif same had occurred on the first day of the respective period, all computations (iii) in the case of Available $25 Million Dividend Basket Amountany determinations of Consolidated Interest Expense or Consolidated EBITDA for any portion of any Test Period that ends prior to the 2010 Restatement Effective Date, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and all computations determining compliance with Sections 9.02 through 9.09Section 7.09 or 7.10 and all determinations of the Adjusted Total Leverage Ratio, inclusive, shall utilize accounting principles and policies the Total Leverage Ratio (including as used in conformity with those used to prepare the historical financial statements delivered to the Banks pursuant to Sections 7.05(adefinition of Applicable Rate), (ii) for all purposes of this Agreement, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary Consolidated Interest Coverage Ratio shall be included calculated in accordance with the consolidated financial statements definition of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles Test Period contained herein and (iiiiv) for purposes of calculating the Applicable Rate, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands the US Borrower and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) consistently applied throughout the periods involvedinvolved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to the Banks), provided that, PROVIDED that (i) except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income AmountIncome, Returned Investment Amount and Available Returned Investment Amount the Applicable Margin and all computations determining compliance with Sections 9.02 through 9.09, inclusive, Section 9 shall utilize accounting principles 150 and policies in conformity with those used to prepare the historical financial statements delivered to the Banks pursuant to Sections Section 7.05(a) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"), (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a PRO FORMA Basis, (iii) for all purposes of this Agreement, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary shall be included as Indebtedness in the consolidated financial statements of Furniture Brands Holdings and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands Holdings hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles principles, (iv) for purposes of determining compliance with any incurrence tests set forth in Sections 8 and/or 9 (excluding Sections 9.08 and 9.09), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the Dollar Equivalent of such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the Dollar Equivalent of such amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time), and (iiiv) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands Holdings and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (b) All computations of Eurodollar interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable. All computations of Base Rate, Sterling Euro Rate and Overnight LIBOR Rate interest hereunder shall be made on the basis of a year of 365/366 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with accounting principles generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) consistently applied throughout the periods involved, involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Silgan to the Lenders); provided that, (i) except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and (i) all computations determining compliance with Sections 9.02 through 9.09Section 4.02, inclusive, Section 8 and the definitions of Applicable Commitment Commission Percentage and Applicable Margin shall utilize accounting principles and policies in conformity with those used to prepare the audited historical financial statements delivered referred to the Banks pursuant to Sections 7.05(ain Section 6.07(a), (ii) in determining Interest Expense for all purposes any period, no effect shall be given (but only to the extent not already otherwise excluded for the calculation of Interest Expense under this Agreement) to non-cash amounts recorded (or required to be recorded) in accord with FAS 133, (iii) all computations determining compliance with Sections 8.07 and 8.08 and the definitions of Applicable Commitment Commission Percentage and Applicable Margin shall be determined on a Pro Forma Basis, and (iv) notwithstanding anything to the contrary contained herein, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary such financial statements shall be included in the consolidated financial statements of Furniture Brands and its Restricted Subsidiariesprepared, and all financial covenants contained herein or in any other Credit Document shall be considered Indebtedness calculated, in each case, without giving effect to any election under FAS 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof; provided further that (i) in determining EBITDA for any period, no effect shall be given (but only to the extent not already otherwise excluded from the calculation of EBITDA under this Agreement) (I) to FAS 106, (II) to non-cash amounts recorded (or required to be recorded) in accordance with FAS 133 or (III) to FAS 141R to the extent relating to third party expenses incurred in connection with business combinations as part of a Restricted Subsidiary of Furniture Brands hereunderPermitted Acquisition, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iiiii) for purposes of calculating the Applicable Commitment Commission Percentage, the Applicable Margin and all financial ratios and financial terms, all covenants and related definitions, all such calculations based on the operations financial results of Furniture Brands and its Restricted Unrestricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiariesignored. (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable, provided, however, that (i) all computations of interest on Alternate Currency Loans denominated in Pounds Sterling, (ii) all computations of interest on Canadian Prime Rate Loans, (iii) all computations of interest on B/A Discount Rate Loans, (iv) all computations of interest on Base Rate Loans calculated by reference to the Prime Lending Rate and (v) all computations of Drawing Fees, in each case shall be made on the basis of a year of 365 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. (c) Notwithstanding anything to the contrary contained in clause (a) of this Section 12.07, for purposes of determining compliance with any incurrence tests set forth in Section 8 (excluding Sections 8.07 and 8.08 and the definitions of Applicable Commitment Commission Percentage, Applicable Margin and Consolidated Tangible Assets), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the relevant exchange rates (as shown on the relevant page of Reuters or (x) if Reuters does not provide such exchange rates, as shown on the relevant page of the Wall Street Journal or (y) if the Wall Street Journal does not provide such exchange rates, on such other basis as is satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein. (d) For purposes of the Interest Act (Canada) with respect to Canadian Term Loans or Canadian Revolving Loans, whenever any interest, fees or commission to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is other than the number of days in such year, the yearly rate to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360, 365 or 366, as applicable. The rates of interest under the Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) GAAP consistently applied throughout the periods involvedinvolved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Banks); provided, provided that, (i) that except as otherwise specifically -------- provided herein, all computations determining the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio and compliance with Sections 4.02, 8.14 and 9, including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of Available $25 Million Dividend Basket Amountthe preparation of, Available $10 Million Acquisition/Investment Basket Amountand in conformity with those used to prepare, Available Debt Proceeds Amountthe December 31, Available Unrestricted Proceeds Amount1998 financial statements of the Borrower delivered to the Banks pursuant to Section 7.10(b); provided further, Available Net Income Amountthat (i) to the extent expressly required ---------------- pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma --- ----- Basis, (ii) to the extent compliance with any of Section 9.09 or 9.10 or the determination of any of the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio would include periods occurring prior to the Initial Borrowing Date, such calculation shall be adjusted on a Pro --- Forma Basis to give effect to the Transaction as if same had occurred on the ----- first day of the respective period, (iii) in the case of any determinations of Consolidated Cumulative 25% Net Income AmountInterest Expense or Consolidated EBITDA for any portion of any Test Period which ends prior to the Initial Borrowing Date, Returned Investment Amount and Available Returned Investment Amount and all computations determining compliance with Sections 9.02 through 9.09, inclusive, shall utilize accounting principles 9.09 or 9.10 and policies in conformity with those used to prepare the historical financial statements delivered to the Banks pursuant to Sections 7.05(a), (ii) for all purposes of this Agreement, all Attributed Receivables Facility Indebtedness determinations of the Receivables Subsidiary Adjusted Total Leverage Ratio, the Adjusted Senior Leverage Ratio and the Total Leverage Ratio (including as used in the definition of Applicable Margin) shall be included calculated in accordance with the consolidated financial statements definition of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles Test Period contained herein and (iiiiv) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands the Borrower and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payabledays.

Calculations; Computations. (a) The financial statements to be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) consistently applied throughout the periods involved, involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders) (“GAAP”); provided that, (i) except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income AmountExcess Cash Flow, Consolidated Cumulative 25% Cash Interest Expense, Consolidated Debt, Adjusted Consolidated Debt, Consolidated EBIT, Consolidated EBITDA, Consolidated Interest Coverage Ratio, Adjusted Consolidated Leverage Ratio, Consolidated Leverage Ratio, Consolidated Net Income AmountIncome, Returned Investment Amount Consolidated Senior Secured Debt and Available Returned Investment Amount Consolidated Senior Secured Leverage Ratio (in each case including component defined terms) and all computations determining compliance with Sections 9.02 through 9.09, inclusive, 9.08 and 9.09 shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements delivered of Vanguard referred to the Banks pursuant to Sections in Section 7.05(a), (ii) for all purposes of this Agreement, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary shall be included in the consolidated financial statements of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (b) All computations of interest, any Revolving Loan Commitment Commission Commission, and other Fees hereunder shall be made (i) in the case of Base Rate Loans based on the basis Administrative Agent’s “prime rate”, on the actual number of days elapsed over a year of 365 or 366 days, as the case may be, and (ii) in all other cases, on the actual number of days over a year of 360 days for the actual number of days (in each case including the first day but excluding the last day). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 4.03(a), bear interest for one (1) occurring in day. Each determination by the period Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for which such interestall purposes, Commitment Commission or other Fees are payableabsent manifest error.

Calculations; Computations. (a) The financial statements to be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles GAAP and, except as set forth in the United States (notes thereto or as otherwise disclosed in writing by the equivalent thereof in any country in which a Foreign Sales Corporation is doing businessUS Borrower to the Lenders, as applicable) be consistently applied throughout the periods involved, provided ; PROVIDED that, (i) except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amount156 determining the Adjusted Total Leverage Ratio, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount the Total Leverage Ratio and Available Returned Investment Amount the Adjusted Senior Leverage Ratio and all computations determining compliance with Sections 9.02 through 9.092.12, inclusive6.14 and Article VII, shall including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the historical December 31, 2000 financial statements delivered to the Banks Lenders pursuant to Sections 7.05(aSection 5.10(b); PROVIDED FURTHER that (i) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) to the extent compliance with Section 7.09 or 7.10 or the determination of any of the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio would include periods occurring prior to the Initial Borrowing Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to the Transaction as if same had occurred on the first day of the respective period, (iii) in the case of any determinations of Consolidated Interest Expense or Consolidated EBITDA for all purposes any portion of this Agreementany Test Period that ends prior to the Initial Borrowing Date, all Attributed Receivables Facility Indebtedness computations determining compliance with Section 7.09 or 7.10 and all determinations of the Receivables Subsidiary Adjusted Total Leverage Ratio, the Adjusted Senior Leverage Ratio and the Total Leverage Ratio (including as used in the definition of Applicable Rate) shall be included calculated in accordance with the consolidated financial statements definition of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles Test Period contained herein and (iiiiv) for purposes of calculating the Applicable Rate, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands the US Borrower and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (b) All computations The US Dollar Equivalent of interest, Commitment Commission each Loan denominated in Sterling and other Fees hereunder each Loan and B/A Drawing denominated in Canadian Dollars shall be made calculated on the date when the applicable Notice of Borrowing is delivered or the acceptance and purchase of any B/A is requested, on the second Business Day of each month and at such other times as may be designated by the Applicable Agent. Such US Dollar Equivalent shall remain in effect until the same is recalculated by the Applicable Agent as provided above and notice of such recalculation is received by the US Borrower, it being understood that until such notice is received, the US Dollar Equivalent shall be that US Dollar Equivalent as last reported to the US Borrower by the Applicable Agent. The Applicable Agent shall promptly notify the US Borrower and the Lenders of each such determination of the US Dollar Equivalent. (c) For the purpose of determining compliance with Sections 7.04(d), (g) and (o), any interest on any Indebtedness theretofore incurred pursuant to such Sections that is capitalized and/or paid in the form of additional Indebtedness with the same terms shall not be treated as an incurrence of additional Indebtedness for purposes of determining compliance with the dollar limitations set forth therein. (d) Notwithstanding anything to the contrary contained in clause (a) of this Section 10.06, for purposes of determining compliance with any incurrence tests set forth in Articles VI or VII (excluding Sections 7.09 and 7.10), any amounts so incurred or expended (to the extent incurred or expended in a currency other than US Dollars) shall be converted into US Dollars on the basis of the US Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate US Dollar limitation provided for therein (and to the extent the respective incurrence test limits the aggregate amount outstanding (or expended) at any time and is expressed in US Dollars, all outstanding amounts originally incurred or expended in a year currency other than US 157 Dollars shall be converted into US Dollars on the basis of 360 days for the actual number US Dollar Equivalent of days the respective such amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the US Dollar amount outstanding (including the first day but excluding the last dayor expended) occurring in the period for which such interest, Commitment Commission or other Fees are payableat any time).

Calculations; Computations. (a) The financial statements to be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) consistently applied throughout the periods involved, provided involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders); PROVIDED that, (i) except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amountthe Applicable Commitment Commission Percentage and the Applicable Margin, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.02 9.07 through 9.099.11, inclusive, shall utilize generally accepted accounting principles and policies in conformity with those used to prepare the historical financial statements delivered of the Borrower referred to the Banks pursuant to Sections in Section 7.05(a), (ii) to the extent expressly provided herein, certain calculations shall be made on a PRO FORMA Basis and (iii) for all the purposes of this Agreement, all Attributed Receivables Facility Indebtedness shall be treated as Indebtedness of the Receivables Subsidiary shall be included in the consolidated financial statements of Furniture Brands Borrower and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accepted accounting principles and (iii) principles, except that for purposes of calculating financial termsdeterminations of Consolidated Indebtedness, all covenants and related definitions, all such calculations based on Receivables Indebtedness shall only be included if same would constitute a component of Consolidated Indebtedness in accordance with the operations of Furniture Brands and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiariesdefinition thereof contained therein. (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 days in the case of interest on Base Rate Loans) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) consistently applied throughout the periods involved, involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Banks); provided that, (iw) except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amountthe Applicable Commitment Commission Percentage, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount the Interest Reduction Discount and all computations determining compliance with Sections 9.02 through 9.09, inclusive, Section 9 shall utilize accounting principles and policies in conformity with those used to prepare the historical pro forma financial statements delivered to the Banks pursuant to Sections 7.05(aSection 7.05(a)(V) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"), (iix) any interest income earned with respect to funds from time to time on deposit pursuant to the Existing Seller Letter of Credit Collateral Agreement shall not be included for all purposes of any of the financial covenants as income of the Borrower or its Subsidiaries, (y) any interest expense with respect to the Existing Seller Installment Note shall not be included in Consolidated Interest Expense, and shall not reduce Consolidated Net Income, to the extent such interest expense is offset by earnings with respect to funds deposited pursuant to the Existing Seller Letter of Credit Collateral Agreement and Consolidated Interest Expense shall not include, and Consolidated Net Income shall not be reduced by, fees owing pursuant to the Existing Seller Letter of Credit (or the agreement pursuant to which same was issued) to the extent such fees are paid (whether directly to the issuer of the Existing Seller Letter of Credit or by way of reimbursement to the Borrower) by the XX Xxxxxxx (although such payments by the XX Xxxxxxx shall likewise not be included in Consolidated Net Income) and (z) to the extent expressly required pursuant to the provisions of this Agreement, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary shall be included in the consolidated financial statements of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iii) for purposes of calculating financial terms, all covenants and related definitions, all such certain calculations based on the operations of Furniture Brands and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiarieson a Pro Forma Basis. (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable.

Calculations; Computations. (a) The financial statements state-ments to be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) GAAP consistently applied throughout the periods involvedinvolved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders); provided, provided however, that, (i) except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket AmountExcess Cash Flow, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and all computations and all definitions (including accounting terms) used in determining compliance with Sections 9.02 through 9.09, inclusive, 8.15 and 9 shall utilize accounting principles GAAP and policies in conformity with those used to prepare the historical financial statements of the Borrower referred to in Section 8.01(b) for the fiscal year ended December 31, 2005 delivered to the Banks Deutsche Bank AG Cayman Islands Branch, as Administrative Agent under (and as defined in) the Existing First-Lien Credit Agreement, pursuant to Sections 7.05(a)Section 8.01(b) thereto, (ii) for all purposes of this Agreementto the extent expressly provided herein, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary certain calculations shall be included in the consolidated financial statements of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of made on a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles Pro Forma Basis and (iii) for purposes of calculating the Applicable Margins, the Financial Covenants, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands the Borrower and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/6 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of days (including includ-ing the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) GAAP consistently applied throughout the periods involvedinvolved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings or the U.S. Borrower to the Banks); provided, provided thatthat (x) fees payable -------- pursuant to Section 8.08(iii) may be excluded in computations of Consolidated EBITDA, (iy) except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and all computations determining compliance with Sections 9.02 through 9.094.02 and 8, inclusiveincluding definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the historical December 31, 1998 financial statements delivered to the Banks pursuant to Sections 7.05(aSection 6.10(b) but shall not give effect to purchase accounting adjustments required or permitted by APB 16 (including non-cash write ups and non-cash charges relating to inventory, fixed assets and in process research and development, in each case arising in connection with any Permitted Acquisition) and APB 17 (including non-cash charges relating to intangibles and goodwill arising in connection with any Permitted Acquisition); provided that for -------- purposes of any determination of the Euro Equivalent in connection with a mandatory repayment pursuant to Section 4.02(A)(a)(ii), the Euro Equivalent of any Alternate B Currency Loan shall be calculated on the second Business day of each calendar quarter, and (iiz) for all purposes if at any time the computations determining compliance with Sections 4.02 and 8 utilize accounting principles different from those utilized in the financial statements furnished to the Banks, such financial statements shall be accompanied by reconciliation work-sheets; provided further, that (i) to the extent expressly required pursuant to the ---------------- provisions of this Agreement, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary shall be included in the consolidated financial statements of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iii) for purposes of calculating financial terms, all covenants and related definitions, all such certain calculations based on the operations of Furniture Brands and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect on a Pro Forma --- ----- Basis, and (ii) in the case of any determinations of Consolidated Interest Expense for any portion of any Test Period which ends prior to the operations Initial Borrowing Date, all computations determining compliance with Section 8.10 and all determinations of any Unrestricted Subsidiariesthe Consolidated Interest Coverage Ratio shall be calculated in accordance with the definition of Test Period contained herein. (b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days. (c) For purposes of this Agreement, the Euro Equivalent of each Alternate B Currency Loan shall be calculated on the date when any such Alternate B Currency Loan is made or repaid, on the second Business Day of each month and at such other times as designated by the Administrative Agent at any time when a Default under Section 9.01 or an Event of Default exists; provided -------- that for purposes of any determination of the actual number Euro Equivalent in connection with a mandatory repayment pursuant to Section 4.02(A)(a)(ii), the Euro Equivalent of days (including any Alternate B Currency Loan shall be calculated on the first second Business day but excluding of each calendar quarter. Such Euro Equivalent shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by the U.S. Borrower and the German Borrower, it being understood that until such notice is received, the Euro Equivalent shall be that Euro Equivalent as last day) occurring in reported to the period for which Borrowers by the Administrative Agent. The Administrative Agent shall promptly notify each Borrower and the Banks of each such interest, Commitment Commission or other Fees are payabledetermination of the Euro Equivalent.

Calculations; Computations. (a) The financial statements to be furnished to the Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) consistently applied throughout the periods involved, involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Parent to the Banks); provided that, (i) except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and all computations determining compliance with Sections 9.02 8.03 through 9.098.05, inclusive, and Sections 8.07 through 8.09, inclusive, shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements delivered to the Banks pursuant to Sections 7.05(a), Section 6.05(a) (ii) at such time as the Company and/or Showboat deposits cash and U.S. government obligations with the respective trustees to effect the Existing Showboat Notes Defeasances and/or the 8-3/4% Senior Subordinated Notes Redemption, the Existing Showboat Notes and/or the 8-3/4% Senior Subordinated Notes, as the case may be, shall no longer be considered outstanding for all purposes of this AgreementSections 8.07, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary shall be included in the consolidated financial statements of Furniture Brands 8.08 and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles 8.09 and (iii) at no time shall (I) HNOIC (so long as HNOIC's only significant business activities, assets or liabilities are associated with its general partner's interest in Xxxxxx'x Jazz), (II) Xxxxxx'x Jazz and its Subsidiaries or (III) JCC Holding and its Subsidiaries be treated as Subsidiaries of Parent for purposes of calculating financial termsthis Agreement even though (x) HNOIC, all covenants and related definitions, all such calculations based on the operations of Furniture Brands Xxxxxx'x Jazz and its Restricted Subsidiaries on a consolidated basis shall and JCC Holding and its Subsidiaries may at any time fall within the definition of "Subsidiary" or (y) generally accepted accounting principles would require otherwise, but shall, in each case instead be made without giving effect to the operations of any Unrestricted Subsidiariestreated as an equity investment by Parent. (b) All computations of interest, Commitment Commission Facility Fees and other Fees hereunder shall be made on the basis of a year of 360 117 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission Facility Fees or other Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) consistently applied throughout the periods involved, involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders); provided that, notwithstanding anything to the contrary contained in this Agreement, all computations determining compliance with Sections 9.08, 9.09 and 9.10 and the definitions of Applicable Commitment Commission Percentage and Applicable Margin shall include the consolidated Indebtedness (i) other than Indebtedness for borrowed money evidenced by a Parent Note), consolidated net cash interest expense and consolidated EBITDA, as the case may be, of each Non-Controlled Entity; provided further, that, except as otherwise specifically provided herein, (i) all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount Excess Cash Flow and all computations determining compliance with Sections 9.02 9.07 through 9.099.10, inclusive, and the definitions of Applicable Commitment Commission Percentage and Applicable Margin shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements delivered to the Banks Lenders pursuant to Sections Section 7.05(a), ) and (ii) for all purposes computations determining compliance with Sections 9.08, 9.09 and 9.10 and the definitions of this Agreement, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary Applicable Commitment Commission Percentage and Applicable Margin shall be included in the consolidated financial statements of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands and its Restricted Subsidiaries determined on a consolidated basis shall be made without giving effect Pro Forma Basis (with the foregoing generally accepted accounting principles, subject to the operations of any Unrestricted Subsidiariespreceding proviso, herein called "GAAP"). (b) All computations of interestinterest on Eurodollar Loans, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable and all computations of interest on Base Rate Loans shall be made on the basis of a year of 365 days or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) GAAP consistently applied throughout the periods involved, involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders); provided that, that (i) except as otherwise specifically provided notwithstanding anything to the contrary contained herein, all computations of Available $25 Million Dividend Basket Amountsuch financial statements shall be prepared, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and all computations determining compliance with Sections 9.02 through 9.09financial covenants contained herein or in any other Credit Document shall be calculated, inclusivein each case, shall utilize without giving effect to any election under FASB ASC 825 (or any similar accounting principles and policies in conformity with those used principle) permitting a Person to prepare value its financial liabilities at the historical financial statements delivered to the Banks pursuant to Sections 7.05(a)fair value thereof, (ii) for all purposes of this Agreementto the extent expressly provided herein, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary certain calculations shall be included in the consolidated financial statements of Furniture Brands and its Restricted Subsidiariesmade on a pro forma basis, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iii) for purposes the avoidance of doubt, all operating lease expense and other liabilities with respect to leases of the Borrower and its Subsidiaries that would constitute operating leases under GAAP as of the Effective Date shall not be included in the calculations of Indebtedness or Consolidated Interest Expense hereunder. The Borrower and the Administrative Agent, on behalf of the Lenders, agree that in the event of any material change in GAAP (any such change, for the purpose of this Section 13.07, an “Accounting Change”) that occurs after the date of this Agreement, then following the written request of any of the Borrower, the Administrative Agent or the Required Lenders, the Borrower and the Administrative Agent shall enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Borrower and the Required Lenders, (a) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as if such Accounting Change had not been made, and (b) the Borrower shall prepare footnotes to each certificate and the financial statements required to be delivered pursuant to Sections 9.01(a), (b), (c) and (f) that show the material differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial terms, all covenants and related definitions, all covenant compliance (without reflecting such calculations based on the operations of Furniture Brands and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted SubsidiariesAccounting Change). (b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable.

Calculations; Computations. (a) The All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial statements data (including financial ratios and other financial calculations) required to be furnished submitted pursuant to the Banks pursuant hereto this Agreement shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing businessconformity with, as applicable) consistently applied throughout the periods involvedGAAP, provided that, (i) except as otherwise specifically provided prescribed herein, all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and all computations determining compliance with Sections 9.02 through 9.09, inclusive, shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements delivered to the Banks pursuant to Sections 7.05(a), (ii) for all purposes of this Agreement, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary shall be included in the consolidated financial statements of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (b) If at any time any change in GAAP or in the application of GAAP would affect the computation of Excess Cash Flow or any financial ratio or financial term or definition set #4848-1207-1386 169 (c) Notwithstanding anything to the contrary contained herein, (i) other than with respect to the delivery if financial statements pursuant to Sections 7.01(a), (b) and (c), (x) the consolidation of the accounts of Holdings and its Restricted Subsidiaries shall not include the consolidation of the accounts of any Unrestricted Subsidiary and (y) all financial calculations, definitions and computations shall made without the inclusion of any Unrestricted Subsidiary, for such purposes deeming any Unrestricted Subsidiary as not existing at the time any determination is made with respect to such financial calculation, definition or computation, (ii) all financial statements shall be prepared, and the Total Secured Net Leverage Ratio, the First Lien Net Leverage Ratio and Total Net Leverage Ratio shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof or the application of FAS 133, FAS 150 or FAS 123r (to the extent that the pronouncements in FAS 123r result in recording an equity award as a liability on the consolidated balance sheet of Holdings and its Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity) and (iii) with respect to any period during which the Transactions or any Specified Transaction occurs, the calculation of the Total Net Leverage Ratio, Total Secured Net Leverage Ratio, First Lien Net Leverage Ratio, Interest Coverage Ratio, Consolidated EBITDA and Consolidated Total Assets or for any other purpose hereunder, with respect to such period shall be made on a Pro Forma Basis. For the avoidance of doubt, notwithstanding any changes in GAAP after the Closing Date that would require lease obligations that would be treated as operating leases as of the Closing Date to be classified and accounted for as Capital Lease Obligations or otherwise reflected on the consolidated balance sheet of Holdings and its Subsidiaries, such obligations shall continue to be excluded from the definition of Indebtedness and Capital Lease Obligations. (d) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission interest or other Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) consistently applied throughout the periods involvedinvolved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Banks), provided that, that (i) except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income AmountIncome, Returned Investment Amount and Available Returned Investment Amount the Applicable Margin and all computations determining compliance with Sections 9.02 through 9.09, inclusive, Section 9 shall utilize accounting principles and policies in conformity with those used to prepare the historical financial statements delivered to the Banks pursuant to Sections Section 7.05(a) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"), (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (iii) for all purposes of this Agreement, all Attributed Receivables Facility Indebtedness of the Receivables Subsidiary shall be included as Indebtedness in the consolidated financial statements of Furniture Brands the Borrower and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands the Borrower hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles principles, and (iiiiv) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands the Borrower and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (b) All computations of Eurodollar interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable. All computations of Base Rate interest hereunder shall be made on the basis of a year of 365/366 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) GAAP consistently applied throughout the periods involvedinvolved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Banks), provided that, (i) except as otherwise specifically -------- provided herein, all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount and all computations determining compliance with Sections 9.02 through 9.09Section 8, inclusiveincluding definitions used therein, shall utilize accounting principles and policies pol- icies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the historical financial statements delivered to the Banks pursuant to Section 6.09, provided that in the event GAAP shall be modified from -------- that in effect at the time of the preparation of such financial statements, the Borrower shall be entitled to utilize GAAP, as so modified, for purposes of such computations to the extent that (x) the Borrower gives the Banks 30 days' prior written notice of such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, if any, to Sections 7.05(a8.03(e), 8.04(h), 8.05, 8.07, 8.08, 8.09 and 8.10 (and the definitions used therein) the sole purpose of which shall be to give effect to such proposed change (it being understood and agreed that to the extent that the Borrower and the Majority SMA cannot agree on appropriate adjustments to such Sections (or that no adjustments are necessary), the proposed change may not be effected), and provided further, (i) that if at any time the computations determining ---------------- compliance with Section 8 utilize accounting principles different from those utilized in the financial statements furnished to the Banks, such financial statements shall be accompanied by reconciliation work-sheets and (ii) for all purposes of this Agreement, all Attributed in the event that the Indebtedness and related receivables under the Hanover Facility or under any Replacement Receivables Facility Indebtedness of are no longer given off-balance sheet treatment, any such Indebtedness, the interest expense or discount thereon and related receivables under the Hanover Facility or any Replacement Receivables Subsidiary Facility shall be included in the consolidated financial statements of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing continue to receive off-balance sheet treatment pursuant to generally acceptable accounting principles and (iii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiariesdetermining compliance with Section 8. (b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payabledays.

Calculations; Computations. (a) The financial statements to ---------------------------- be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles GAAP and, except as set forth in the United States (notes thereto or as otherwise disclosed in writing by the equivalent thereof in any country in which a Foreign Sales Corporation is doing businessUS Borrower to the Lenders, as applicable) be consistently applied throughout the periods involved, ; provided that, (i) except as ------------- otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amountdetermining the Adjusted Total Leverage Ratio, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount the Total Leverage Ratio and Available Returned Investment Amount the Adjusted Senior Leverage Ratio and all computations determining compliance with Sections 9.02 through 9.092.12, inclusive6.14 and Article VII, shall including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the historical December 31, 2000 financial statements delivered to the Banks Lenders pursuant to Sections 7.05(aSection 5.10(b); provided -------- further that (i) to the extent expressly required pursuant to the provisions of ------- this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) to the extent compliance with Section 7.09 or 7.10 or the determination of any of the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio would include periods occurring prior to the Initial Borrowing Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to the Transaction as if same had occurred on the first day of the respective period, (iii) in the case of any determinations of Consolidated Interest Expense or Consolidated EBITDA for all purposes any portion of this Agreementany Test Period that ends prior to the Initial Borrowing Date, all Attributed Receivables Facility Indebtedness computations determining compliance with Section 7.09 or 7.10 and all determinations of the Receivables Subsidiary Adjusted Total Leverage Ratio, the Adjusted Senior Leverage Ratio and the Total Leverage Ratio (including as used in the definition of Applicable Rate) shall be included calculated in accordance with the consolidated financial statements definition of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles Test Period contained herein and (iiiiv) for purposes of calculating the Applicable Rate, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands the US Borrower and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (b) All computations The US Dollar Equivalent of interest, Commitment Commission each Loan denominated in Sterling and other Fees hereunder each Loan and B/A Drawing denominated in Canadian Dollars shall be made calculated on the date when the applicable Notice of Borrowing is delivered or the acceptance and purchase of any B/A is requested, on the second Business Day of each month and at such other times as may be designated by the Applicable Agent. Such US Dollar Equivalent shall remain in effect until the same is recalculated by the Applicable Agent as provided above and notice of such recalculation is received by the US Borrower, it being understood that until such notice is received, the US Dollar Equivalent shall be that US Dollar Equivalent as last reported to the US Borrower by the Applicable Agent. The Applicable Agent shall promptly notify the US Borrower and the Lenders of each such determination of the US Dollar Equivalent. (c) For the purpose of determining compliance with Sections 7.04(d), (g) and (o), any interest on any Indebtedness theretofore incurred pursuant to such Sections that is capitalized and/or paid in the form of additional Indebtedness with the same terms shall not be treated as an incurrence of additional Indebtedness for purposes of determining compliance with the dollar limitations set forth therein. (d) Notwithstanding anything to the contrary contained in clause (a) of this Section 10.06, for purposes of determining compliance with any incurrence tests set forth in Articles VI or VII (excluding Sections 7.09 and 7.10), any amounts so incurred or expended (to the extent incurred or expended in a currency other than US Dollars) shall be converted into US Dollars on the basis of the US Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate US Dollar limitation provided for therein (and to the extent the respective incurrence test limits the aggregate amount outstanding (or expended) at any time and is expressed in US Dollars, all outstanding amounts originally incurred or expended in a year currency other than US Dollars shall be converted into US Dollars on the basis of 360 days for the actual number US Dollar Equivalent of days the respective such amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the US Dollar amount outstanding (including the first day but excluding the last dayor expended) occurring in the period for which such interest, Commitment Commission or other Fees are payableat any time).

Calculations; Computations. (a) The financial statements to be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) consistently applied throughout the periods involved, involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to the Lenders); provided that, (i) except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount accounting and Available Returned Investment Amount and all computations determining compliance with Sections 9.02 through 9.09, inclusive, financial terms used herein shall utilize generally accepted accounting principles and policies in conformity with those used to prepare the December 31, 2012 year-end historical financial statements delivered of Parent and its Subsidiaries referred to the Banks pursuant to Sections 7.05(a), in Section 8.05(a) (“Existing GAAP”) (ii) for all purposes of this Agreementnotwithstanding anything to the contrary contained herein, all Attributed Receivables Facility Indebtedness such financial statements shall be prepared, and the financial covenant contained herein or in any other Credit Document (as well as all calculations of the Receivables Subsidiary Total Leverage Ratio and the Secured Leverage Ratio) shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof, (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis and (iv) for the avoidance of doubt, all operating lease expense and other liabilities with respect to leases of Holdings and its Subsidiaries that would constitute operating leases under Existing GAAP shall not be included in the consolidated financial statements calculations of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiariesor Capital Expenditures. (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable.

Calculations; Computations. (a) The financial statements to be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) GAAP consistently applied throughout the periods involved, involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrowers to the Lenders); provided that, (i) that except as otherwise specifically provided herein, all computations of Available $25 Million Dividend Basket Amount, Available $10 Million Acquisition/Investment Basket Amount, Available Debt Proceeds Amount, Available Unrestricted Proceeds Amount, Available Net Income Amount, Consolidated Cumulative 25% Net Income Amount, Returned Investment Amount and Available Returned Investment Amount Excess Cash Flow and all computations determining compliance with Sections 9.02 through 9.093.03 and 8, inclusiveincluding definitions used therein, shall and in determining the Interest Reduction Discount shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare prepare, the historical financial statements delivered to the Banks Lenders pursuant to Sections 7.05(aSection 6.08(b). For the purpose of calculating the Interest Coverage Ratio, (ii) the Pro Forma Leverage Ratio and the Fixed Charge Coverage Ratio, for all purposes of this Agreement, all Attributed Receivables Facility Indebtedness the Israeli Subsidiaries shall not be treated as Subsidiaries of the Receivables Subsidiary Company (and Consolidated Interest Expense shall not include interest on the intercompany loans between the Company and its Subsidiaries, on the one hand, and the Israeli Subsidiaries, on the other hand) and, as of the Initial Borrowing Date, Essex International shall be included in the consolidated financial statements of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of treated as a Restricted Wholly-Owned Subsidiary of Furniture Brands hereunderthe Company, regardless of any differing treatment pursuant to generally acceptable accounting principles and (iii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on as long as the operations of Furniture Brands and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted SubsidiariesMerger Agreement remains in effect. (b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made based on the basis actual number of days elapsed over a year of 360 days (except for interest payable in respect of Base Rate Loans based on the actual number Prime Lending Rate, which shall be computed on the bases of days a 365/66 day year). (including c) All interest, fees and other amounts accruing under the first Existing Superior Credit Agreement on or prior to, or determined in respect of any day but excluding accruing on or prior to the last day) occurring Effective Date shall be computed and determined as provided in the period for which such interest, Commitment Commission or other Fees are payableExisting Superior Credit Agreement before giving effect to this Agreement.

Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Banks Lenders pursuant hereto shall be made and prepared in accordance with generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Sales Corporation is doing business, as applicable) GAAP consistently applied throughout the periods involved, involved (except as set forth in the notes thereto or as otherwise disclosed in writing by RPP USA to the Lenders); provided that, (i) except as otherwise specifically -------- provided herein, all computations determining the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio and compliance with Sections 4.02, 8.14 and 9, including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of Available $25 Million Dividend Basket Amountthe preparation of, Available $10 Million Acquisition/Investment Basket Amountand in conformity with those used to prepare, Available Debt Proceeds Amountthe December 31, Available Unrestricted Proceeds Amount1999 financial statements delivered to the Lenders pursuant to Section 7.10(b); and provided further, Available Net Income Amountthat (i) to the extent expressly required ---------------- pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) to the extent compliance with any of Section 9.09 or --- ----- 9.10 or the determination of any of the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Adjusted Senior Leverage Ratio would include periods occurring prior to the Initial Borrowing Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to the Transaction as if same had --- ----- occurred on the first day of the respective period, (iii) in the case of any determinations of Consolidated Cumulative 25% Net Income AmountInterest Expense or Consolidated EBITDA for any portion of any Test Period which ends prior to the Initial Borrowing Date, Returned Investment Amount and Available Returned Investment Amount and all computations determining compliance with Sections 9.02 through 9.09, inclusive, shall utilize accounting principles 9.09 or 9.10 and policies in conformity with those used to prepare the historical financial statements delivered to the Banks pursuant to Sections 7.05(a), (ii) for all purposes of this Agreement, all Attributed Receivables Facility Indebtedness determinations of the Receivables Subsidiary Adjusted Total Leverage Ratio, the Adjusted Senior Leverage Ratio and the Total Leverage Ratio (including as used in the definition of Applicable Commitment Fee Percentage and Applicable Margin) shall be included calculated in accordance with the consolidated financial statements definition of Furniture Brands and its Restricted Subsidiaries, and shall be considered Indebtedness of a Restricted Subsidiary of Furniture Brands hereunder, regardless of any differing treatment pursuant to generally acceptable accounting principles Test Period contained herein and (iiiiv) for purposes of calculating the Applicable Commitment Fee Percentage and the Applicable Margin, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Furniture Brands RPP USA and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days. (c) Notwithstanding anything to the contrary contained in clause (a) of this Section 15.07, (i) for purposes of determining compliance with any incurrence tests set forth in Sections 8 and/or 9 (excluding Sections 9.09 and 9.10), any amounts so incurred or expended (to the actual number extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of days the Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (including and to the first extent the respective incurrence test limits the aggregate amount outstanding (or expended) at any time and is expressed in Dollars, all outstanding amounts originally incurred or expended in a currency other than Dollars shall be converted into Dollars on the basis of the Dollar Equivalent of the respective such amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding (or expended) at any time). (d) Except as provided in Section 15.07(e), for purposes of determining compliance with (i) Sections 1.01(c) (other than clause (viii) thereof), 1.01(d) (other than clause (viii) thereof), 2.01(c), 3.01(a) and 4.02 (a) (other than clause (ii) thereof), the Dollar Equivalent of each Euro Loan and each Letter of Credit denominated in Euros shall be calculated on the date when any such Euro Loan is made or such Letter of Credit is issued, on the second Business Day of each month and at such other times as may be designated by the Administrative Agent and (ii) with Sections 1.01(c)(viii) and 1.01(d)(viii), the Euro Equivalent of each Dollar Revolving Loan and Dollar Swingline Loan incurred by the Dutch Borrower shall be calculated on the date when any such Dollar Revolving Loan or Dollar Swingline Loan is made, on the second Business Day of each month and at such other times as may be designated by the Administrative Agent. Such Dollar Equivalent or Euro Equivalent, as the case may be, shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by RPP USA, it being understood that until such notice is received, the Dollar Equivalent or Euro Equivalent, as the case may be, shall be that Dollar Equivalent or Euro Equivalent, as the case may be, as last reported to RPP USA by the Administrative Agent. The Administrative Agent shall promptly notify RPP USA and the Lenders of each such determination of the Dollar Equivalent or Euro Equivalent, as the case may be. (e) For the purpose of determining the US Borrowers' obligation to reimburse in Dollars a Drawing under a Letter of Credit denominated in Euros (and each Participant's obligation to fund its participation with respect to any such Letter of Credit), such determination shall be made by the Administrative Agent by converting the amount of the Unpaid Drawing into Dollars based on the Dollar Equivalent thereof on the day but excluding on which the last dayDrawing is honored by the respective Letter of Credit Issuer. For the purposes of determining the US Borrowers' obligation to pay Letter of Credit Fees and Facing Fees with respect to Letters of Credit denominated in Euros, such determination shall be made by using the Dollar Equivalent in effect from time to time during the term of any such Letter of Credit as determined by the provisions of Section 15.07(d). (f) occurring For the purpose of determining compliance with Sections 9.04(d), (g) and (o), any interest on any Indebtedness theretofore incurred pursuant to such Sections which is capitalized and/or paid in the period form of additional Indebtedness with the same terms shall not be treated as an incurrence of additional Indebtedness for which such interest, Commitment Commission or other Fees are payablepurposes of determining compliance with the dollar limitations set forth therein.