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EXHIBIT 10.2
[EXECUTION COPY]
SUPPLEMENT NO. 1
to
AMENDMENT NO. 7 and CONSENT
to
LOAN AND SECURITY AGREEMENT
dated as of July 12, 1996
THIS SUPPLEMENT NO. 1 TO AMENDMENT NO. 7 AND CONSENT dated
September ___, 1998 (this "Supplement") is made by XXXX FURNITURE, INC., a North
Carolina corporation, AMERICAN FURNITURE COMPANY, INCORPORATED, a Virginia
corporation, XXXXXXX-XXXXXX COMPANY, INC., a North Carolina corporation, XXXX
CONTRACT SALES CORPORATION, a North Carolina corporation, XXXX INTERNATIONAL
SALES CORP., a Barbados corporation, XXXX TRANSPORTATION, INC., a North Carolina
corporation, PENNSYLVANIA HOUSE, INC., a North Carolina corporation, XXXXXXX
FURNITURE, INC., a North Carolina corporation (the "Borrowers"), NATIONSBANK,
N.A., a national banking association ("NationsBank"), FLEET CAPITAL CORPORATION,
a Rhode Island corporation ("Fleet", and together with NationsBank, the
"Co-Agents"), the financial institutions parties to the Loan Agreement (as
hereinafter defined) from time to time (the "Lenders"), and NATIONSBANK as
administrative agent for the Lenders (the "Administrative Agent").
Preliminary Statements
The Borrowers, the Lenders, the Co-Agents and the
Administrative Agent are parties to a Loan and Security Agreement dated as of
July 12, 1996, as amended by Amendment No. 1 dated as of August 15, 1996,
Amendment No. 2 dated as of October 10, 1996, Amendment No. 3 dated as of
December 23, 1996, Amendment No. 4 dated as of July 24, 1997, Amendment No. 5
dated as of October 1, 1997, Amendment No. 6 dated as of May 15, 1998 and
Amendment No. 7 dated as of August 28, 1998 (said Agreement, as so amended, the
"Loan Agreement"; terms defined therein and not otherwise defined herein being
used herein as therein defined).
In order to accommodate a change in the collateral to be
pledged to Wachovia Bank, N.A. as security for American's reimbursement
obligations in respect of the letter of credit supporting the Chilhowie IRBs,
the Borrowers have requested, and the Lenders and the Administrative Agent have
agreed, upon and subject to all of the terms, conditions and provisions of this
Amendment, to supplement the aforesaid Amendment No. 7 to the Loan Agreement
("Amendment No. 7") as hereinafter set forth.
Accordingly, in consideration of the Loan Agreement, the Loans
made by the Lenders and outstanding thereunder, the mutual promises hereinafter
set forth and other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
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Section 1. Supplement to Amendment. Amendment No. 7 is hereby
amended, subject to the provisions of Section 3 hereof, by
(a) amending Section 1. Amendments to Loan Agreement by
(i) amending subsection (a)(iv) thereof by
(A) amending the definition "Chilhowie IRBs"
appearing therein in its entirety to read as follows:
"Chilhowie IRBs" means Industrial Revenue Bonds to be issued
by the Industrial Development Authority of Xxxxx County,
Virginia in the original principal amount of up to $5,000,000,
pursuant to the Chilhowie IRB Documents, in connection with
the renovation of certain facilities of American in Chilhowie,
Xxxxx County, Virginia and the purchase of the Chilhowie IRB
Collateral. Repayment of the loan made to American from the
proceeds of the Chilhowie IRBs will be repayable over not less
than 10 years (except as provided in the Chilhowie IRB
Documents), will be guaranteed by XXXX, and will be secured by
a letter of credit issued by Wachovia Bank, N.A. and a Lien on
the Chilhowie IRB Collateral in favor of the issuer of the
Chilhowie IRBs and/or the issuer of the letter of credit.
(B) inserting the following definition in appropriate
alphabetical order to read in its entirety as follows:
"Chilhowie IRB Collateral" means the Chilhowie IRB
Equipment, any Chilhowie IRBs tendered and not remarketed,
held by American or XXXX, and any account(s) and deposit(s)
therein established pursuant to Section 7.3(b) of the
Reimbursement and Security Agreement dated as of October 1,
1998 between American and Wachovia Bank, National Association
(being one of the Chilhowie IRB Documents) and representing
sinking fund payments made thereunder.
(ii) amending subsection (c) thereof by deleting the phrase
"Chilhowie IRB Equipment" appearing therein and substituting therefor
the phrase "Chilhowie IRB Collateral," and
(b) amending Section 2. Consent by amending subsection (iii) thereof by
deleting the phrase "Chilhowie IRB Equipment" each time it appears therein and
substituting therefor the phrase "Chilhowie IRB Collateral."
Section 2. Effectiveness of Supplement. This Supplement shall
become effective as of August 28, 1998 on the date on which the Administrative
Agent shall have
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received copies of this Supplement duly executed by each Borrower and each
Lender, in sufficient number for each Lender.
Section 3. Effect of Amendment. From and after the
effectiveness of this Supplement, all references in Amendment No. 7 to "this
Amendment," "the Amendment," "hereunder," "hereof" and words of like import
referring to Amendment No. 7, shall mean and be references to Amendment No. 7 as
amended by this Supplement. Except as expressly amended hereby, Amendment No. 7
and the Loan Agreement, and all terms, conditions and provisions thereof, remain
in full force and effect and are hereby ratified and confirmed. The execution,
delivery and effectiveness of this Supplement shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender
or the Administrative Agent under either Amendment No. 7 or the Loan Agreement,
nor constitute a waiver of any provision of either Amendment No. 7 or the Loan
Agreement.
Section 6. Counterpart Execution; Governing Law.
(a) Execution in Counterparts. This Supplement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement.
(b) Governing Law. This Supplement shall be governed by and
construed in accordance with the laws of the State of Georgia.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
BORROWERS:
XXXX FURNITURE, INC.
By:___________________________
Xxxxxxx X. Xxxxxxxxx
Executive Vice President
AMERICAN FURNITURE COMPANY,
INCORPORATED
By:___________________________
Xxxxxxx X. Xxxxxxxxx
Vice President
XXXXXXX-XXXXXX COMPANY, INC.
By:___________________________
Xxxxxxx X. Xxxxxxxxx
Vice President
XXXX CONTRACT SALES CORP.
By:___________________________
Xxxxxxx X. Xxxxxxxxx
Vice President
PENNSYLVANIA HOUSE, INC.
By:___________________________
Xxxxxxx X. Xxxxxxxxx
Vice President
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XXXXXXX FURNITURE, INC.
By:___________________________
Xxxxxxx X. Xxxxxxxxx
Vice President
XXXX TRANSPORTATION, INC.
By:___________________________
Xxxxxxx X. Xxxxxxxxx
Vice President
XXXX INTERNATIONAL SALES CORP.
By:___________________________
Xxxxxxx X. Xxxxxxxxx
President
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AGENTS/LENDERS:
NATIONSBANK, N.A., as Administrative
Agent, a Co-Agent and as a Lender
By:___________________________
Xxxxxx X. Xxxxxxxx, Xx.
Vice President
FLEET CAPITAL CORPORATION, as a Co-
Agent and as a Lender
By: _________________________
Name:
Title:
BANKAMERICA BUSINESS CREDIT, INC.,
as a Lender
By:___________________________
Name:
Title:
THE CIT GROUP/BUSINESS CREDIT,
INC., as a Lender
By:___________________________
Name:
Title:
SANWA BUSINESS CREDIT CORPORATION,
as a Lender
By:___________________________
Name:
Title:
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BANKBOSTON, N.A., as a Lender
By:___________________________
Name:
Title:
CREDITANSTALT CORPORATE FINANCE,
INC., as a Lender
By:___________________________
Name:
Title:
By:___________________________
Name:
Title:
BRANCH BANKING AND TRUST COMPANY,
as a Lender
By:___________________________
Name:
Title:
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