AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
AMENDMENT NO. 1 (the Amendment) to the MANAGEMENT
AGREEMENT, dated as of September 29, 1988 (the Agreement), made
by and among the Xxxxxx X. Xxx Company, a Massachusetts sole
proprietorship owned by Xxxxxx X. Xxx with its principal place of
business at Xxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx (the
Consultant), and Xxxxxxx Holding Corporation, a Delaware
corporation (Holding), Xxxxxxx Acquisition Corporation, a
Delaware corporation (Acquisition) and Interiors Acquisition
Corporation, a Delaware corporation (Interiors) is entered into
as of November 1, 1996 between the Consultant and Xxxxxxx
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) in a registered
public offering pursuant to an Underwriting Agreement (the
Underwriting Agreement) to be executed among the Company, the
Selling Stockholders and Xxxxxx Read & Co. Inc., Xxxxxxx Xxxxx &
Associates, Inc. and Wheat First Butcher Singer (the Managing
Underwriters) as representatives of the several Underwriters
named therein. The Consultant and the Company desire to
terminate the Agreement upon sale of the Shares pursuant to the
Underwriting Agreement.
The parties hereby agree to amend the Agreement as follows:
1. Section 2 of the Agreement shall be amended by inserting the
following sentence to the end thereof:
This Agreement shall terminate upon the
completion of the sale of the Shares pursuant
to the Underwriting 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 and (ii) Consultant
shall pay to the Company an amount equal to
the Management Fee for the month of
termination pro rated 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.
XXXXXX X. XXX COMPANY
By: /s/X. Xxxxxx Xxxx
X. Xxxxxx Xxxx
Managing Director
XXXXXXX FURNITURE COMPANY, INC.
By: /s/Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
President
