1
EXHIBIT 10.4
GENERAL ELECTRIC CAPITAL CORPORATION
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
August 14, 1997
The Parties listed on Schedule A attached hereto (the "Permal Group")
c/o Xxxxxx XxXxxxx
Permal Capital Management, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Reference is hereby made to the Stockholders Agreement dated as of
August 26, 1996, by and among Xxxxxx'x Furniture, Inc. (the "Company") and each
of the stockholders of the Company listed on the signature pages thereof (the
"Stockholders Agreement"), and the Registration Rights Agreement dated as of
August 26, 1996, by and among the Company and each of the stockholders of the
Company listed on the signature pages thereof (the "Registration Rights
Agreement").
By executing this letter agreement (this "Agreement"), each of the
undersigned signatories to the Stockholders Agreement and the Registration
Rights Agreement agree that, notwithstanding any provision of the Stockholders
Agreement and the Registration Rights Agreement, (i) Japan Omnibus Ltd.
(formerly known as Xxxxx Investments, Inc., "JOL") shall be permitted to offer
for sale or sell a maximum of 2,000,000 shares in the aggregate and a minimum of
1,000,000 shares of the Company's Common Stock, par value $.001 per share
("Common Stock") and (ii) members of the Permal Group shall be permitted to
offer for sale or sell a maximum amount of shares of Common Stock in the
aggregate (with such shares being allocated among the members of the Permal
Group as JOL may determine) equal to (x) 2,000,000 minus (y) the amount of
shares of Common Stock that JOL elects to offer for sale or sell under this
paragraph, at any time after the date of this Agreement, pursuant to a
registration statement of the Company under the Securities Act of 1933. This
letter shall be construed as a consent of GECC under Section 2.8(a) of the
Registration Rights Agreement with respect to the matters described in this
paragraph.
Very truly yours,
GENERAL ELECTRIC CAPITAL CORPORATION
By:
------------------------------
Name:
Title:
2
Please confirm your agreement with the foregoing by signing below:
XXXXXX'X FURNITURE, INC.
By:
------------------------------
Name:
Title:
JAPAN OMNIBUS LTD.
(formerly known as XXXXX INVESTMENTS, INC.)
By:
------------------------------
Name:
Title:
-2-
3
SCHEDULE A: THE PERMAL GROUP
---------------------------------
Permal Capital Management, Inc.
Permal Services, Inc.
Permal Capital Partners, L.P.
Permal Asset Management
Permal Special Opportunities, Ltd.
Japan Omnibus Ltd. (formerly known as Xxxxx
Investments, Inc.)
Xxxx X. Xxxxxxxx
Xxxxx Xxxxxx Xxxxxx
Xxxxxx X. XxXxxxx
Xxxxxx X. & Xxxxx X. XxXxxxx
United Gulf Bank (B.S.C.) E.C.
Kuwait Investment Projects
ATCO Holdings Ltd.
ATCO Development, Inc.
-3-
