EXTENSION AGREEMENT
This EXTENSION AGREEMENT, dated as of February 16, 2004 (this "Agreement"),
is entered into by and among Xxxxx Xxxxxx International, Inc. (f/k/a WinsLoew
Furniture, Inc.), a Florida corporation ("Borrower"), WLFI Holdings, Inc.
("Holdings"), the Subsidiary Guarantors listed on the signature pages hereto
("Subsidiary Guarantors" and collectively with Holdings, "Guarantors"), the
Lenders party hereto and Canadian Imperial Bank of Commerce, as Administrative
Agent for Lenders ("Administrative Agent").
This Agreement is made with reference to that certain Forbearance Agreement
dated as of February 11, 2004 by and among Borrower, Holdings, the Subsidiary
Guarantors, the Lenders signatory thereto and Administrative Agent ( the
"Forbearance Agreement"). Capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Forbearance Agreement or the
Credit Agreement referenced therein, as applicable.
RECITALS
A. Pursuant to the Forbearance Agreement, Administrative Agent and
Requisite Lenders agreed to forbear from exercising certain remedies in
connection with the Existing Defaults until the earlier of (x) 10:00 a.m. New
York City time on March 10, 2004 (the "March Deadline"), (y) the date upon which
any of the Forbearance Conditions set forth in Section III of the Forbearance
Agreement is not satisfied or ceases to continue to be satisfied, and (z) or
upon the failure to perform any of the provisions of, or the breach of any
representation, warranty or other covenant set forth in, the Forbearance
Agreement.
B. Borrower has requested that the March Deadline be extended from March
10, 2004 until March 16, 2004.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, Borrower,
Guarantors, Lenders and Administrative Agent covenant and agree as follows:
I. EXTENSION OF MARCH DEADLINE
The parties hereto agree that the March Deadline shall be extended from
March 10, 2004 until March 16, 2004 (the "Extended Period") and that the
forbearance provided for in the Forbearance Agreement shall continue during such
period; provided that the conditions to forbearance contained in the Forbearance
Agreement, including the Forbearance Conditions and the absence of any
Forbearance Defaults, remain satisfied during the Extended Period. The parties
hereto acknowledge and agree that all other terms and conditions of the
Forbearance Agreement shall remain in effect during the Extended Period and are
hereby incorporated by reference.
II. CONDITIONS TO EFFECTIVENESS.
This Agreement shall be effective upon the satisfaction of the following
conditions:
A. Administrative Agent shall have received executed signature pages to
this Agreement by the Requisite Lenders.
B. Administrative Agent shall have received counterparts of this Agreement
executed by Borrower and the Guarantors.
III. OTHER MATTERS.
A. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AFFECTED BY THIS AGREEMENT,
THE FORBEARANCE AGREEMENT AND THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
B. This Agreement shall be governed by, and interpreted in accordance with,
New York law without regard to principles of conflicts of law.
C. JURY TRIAL WAIVERS. BORROWER, EACH GUARANTOR, ADMINISTRATIVE AGENT, AND
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY LOAN DOCUMENT OR ANY MATTER
ARISING FROM THE RELATIONSHIPS ESTABLISHED HEREIN OR THEREIN AND FOR ANY
COUNTERCLAIM THEREIN.
D. This Agreement 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 which taken
together shall constitute but one and the same instrument.
E. Section headings in this Agreement are included herein for convenience
of reference only and shall not constitute a part of this Agreement for any
other purpose.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.
XXXXX XXXXXX INTERNATIONAL, INC (f/k/a WinsLoew
Furniture, Inc.), as Borrower
By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
Title: Chief Financial Officer
WLFI HOLDINGS, INC. as a Guarantor
By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
Title: Chief Financial Officer
Each of the entities listed on Schedule A annexed
hereto, as a Guarantor
By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
On behalf of each of the entities listed on
Schedule A annexed hereto
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Title: Chief Financial Officer
CANADIAN IMPERIAL BANK OF COMMERCE, Individually
and as Administrative Agent
By: /s/ Xxxxxx Xxxxx
Title: Assistant General Manager
CIBC Inc., as a Lender
By: /s/ Xxxxxx Xxxxx
Title: Executive Director
____________________, as a Lender
By:
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Title:
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SCHEDULE A
SUBSIDIARY GUARANTORS
Loewenstein, Inc.
Winston Furniture Company of Alabama, Inc.
Texacraft, Inc.
Tropic Craft, Inc.
Winston Properties, Inc.
Pompeii Furniture Co., Inc.
Wabash Valley Manufacturing, Inc.
Charter Furniture Corporation
Lodging by Liberty, Inc. (f/k/a Lodging by Loewenstein, Inc.)
Southern Wood Products, Inc.
The Woodsmiths Company
BJCLW Holdings, Inc. (f/k/a Xxxxx Xxxxxx International, Inc.)
Xxxxx Xxxxxx Company
Casual Living Worldwide, Inc.
BJ Mexico IV, Inc.
BJ Mexico V, Inc.
BJIP, Inc.
BJI Employees Services, Inc.
