AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT
AMENDMENT NO. 4 (the Amendment) to the MANAGEMENT
AGREEMENT, dated as of September 29, 1988 (the Agreement), made
by and among the ▇▇▇▇▇▇ ▇. ▇▇▇ Company, a Massachusetts sole
proprietorship owned by ▇▇▇▇▇▇ ▇. ▇▇▇ with its principal place of
business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the
Consultant), and ▇▇▇▇▇▇▇ Holding Corporation, a Delaware
corporation (Holding), ▇▇▇▇▇▇▇ Acquisition Corporation, a
Delaware corporation (Acquisition) and Interiors Acquisition
Corporation, a Delaware corporation (Interiors) as amended by
Amendment No. 1 thereto dated as of November 1, 1996, Amendment
No. 2 thereto dated as of November 13, 1996 and Amendment No. 3
thereto dated as of June 25, 1997 is entered into as of
November 11, 1997 between the Consultant and ▇▇▇▇▇▇▇ Furniture
Company, Inc., a Delaware corporation and successor to Holding,
Acquisition and Interiors (the Company).
The Fund and certain other stockholders of the Company (the
Selling Stockholders) desire to sell shares of common stock,
$.02 par value, of the Company (the Shares) to the Company and
the Company desires to purchase such Shares pursuant to a Stock
Purchase Agreement to be entered between the Selling Stockholders
and the Company (the Stock Purchase Agreement). The Consultant
and the Company desire to amend the Agreement as set forth below
in connection with the execution of the Stock Repurchase
Agreement and the transactions contemplated thereby.
The parties hereby agree to amend the Agreement as follows:
1. This Agreement shall terminate upon the completion of the
sale of the Shares pursuant to the Stock Repurchase Agreement;
provided, however, (i) the Company shall reimburse Consultant for
any expenses incurred pursuant to Section 5(c) of this Agreement
before termination of this Agreement and not previously
reimbursed, (ii) the Company shall reimburse officers and
employees of the Consultant who serve as directors of the Company
for reasonable expenses incurred in connection with such service
and (iii) Consultant shall pay to the Company an amount equal to
the Management Fee for the month of termination prorated for the
number of days in such month following termination.
2. Except as expressly set forth in this Amendment, all other
terms and conditions of the Agreement shall remain in full force
and effect. Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to such terms in the
Agreement.
3. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original but all
of which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers
as of the day and year first above written.
▇▇▇▇▇▇ ▇. ▇▇▇ COMPANY
By:
Name:
Title:
▇▇▇▇▇▇▇ FURNITURE COMPANY, INC.
By:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Senior Vice President -
Finance and Administration
