Exhibit 4(b)
FIRST AMENDMENT
FIRST AMENDMENT (this "Amendment"), dated as of November 22, 1999, among
FURNITURE BRANDS INTERNATIONAL, INC., a Delaware corporation ("Furniture
Brands"), BROYHILL FURNITURE INDUSTRIES, INC., a North Carolina corporation
("Broyhill"), LANE FURNITURE INDUSTRIES, INC., a Delaware corporation ("Lane"),
THOMASVILLE FURNITURE INDUSTRIES, INC., a Delaware corporation ("Thomasville"
and together with Furniture Brands, Broyhill and Lane, each a "Borrower", and
collectively, the "Borrowers"), the lending institutions party to the Credit
Agreement referred to below (each a "Bank" and, collectively, the "Banks"),
CREDIT LYONNAIS CHICAGO BRANCH, as Documentation Agent (the "Documentation
Agent"), NATIONSBANK, N.A., as Syndication Agent (the "Syndication Agent"), and
BANKERS TRUST COMPANY, as Administrative Agent (the "Administrative Agent"). All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, the Borrowers, the Banks, the Documentation Agent, the Syndication
Agent and the Administrative Agent are party to a Credit Agreement, dated as of
November 17, 1994, as amended and restated as of December 29, 1995, as further
amended and restated as of September 6, 1996, as further amended and restated as
of June 27, 1997, and as further amended and restated as of July 14, 1998 (as
amended, modified and supplemented prior to the date hereof, the "Credit
Agreement"); and
WHEREAS, the Borrowers have requested that the Banks provide the amendment
provided for herein and the Banks have agreed to provide such amendment on the
terms and conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. Section 9.04 of the Credit Agreement is hereby amended by deleting the
figure "$25,000,000" appearing at the end of clause (viii) thereof and inserting
in lieu thereof the figure "$125,000,000".
2. In order to induce the Banks to enter into this Amendment, the Borrowers
hereby represent and warrant that (i) no Default or Event of Default exists as
of the First Amendment Effective Date (as defined below) after giving effect to
this Amendment and (ii) on the First Amendment Effective Date, both before and
after giving effect to this Amendment, all representations and warranties
contained in the Credit Agreement and in the other Credit Documents are true and
correct in all material respects, except to the extent such representations and
warranties expressly relate to an earlier date, in which case such
representations and warranties are true and correct in all material respects as
of such earlier date.
3. This Amendment shall become effective on the date (the "First Amendment
Effective Date") when the Borrowers and the Required Banks shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile transmission) the same to the
Administrative Agent at its Notice Office.
4. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
5. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument. A complete set of counterparts
shall be lodged with each of the Borrowers and the Administrative Agent.
6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date hereof.
FURNITURE BRANDS INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
BROYHILL FURNITURE INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
LANE FURNITURE INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
THOMASVILLE FURNITURE INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
BANKERS TRUST COMPANY, Individually
and as Administrative Agent
By: /s/ Xxxxx X. XxXxxxx
Title: Director
NATIONSBANK, N.A., Individually and
as Syndication Agent
By: /s/ Xxxxxxx X. Xxxxxx
Title: Vice President
CREDIT LYONNAIS CHICAGO BRANCH, Individually
and as Documentation Agent
By: /s/ Xxx X. Xxxxx
Title: First Vice President
ALLIED IRISH BANK PLC, acting through
its Cayman Island Branch
By: /s/ Xxxxxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Title: Executive Vice Present
BANK OF MONTREAL
By: /s/ Xxxxxx X. Xxxxx
Title: Director
THE BANK OF NEW YORK
By: /s/ Xxxxx X. Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Xxxxx
Title: Senior Manager Loan Operations
BANK OF SCOTLAND
By: /s/ Xxxxx Xxxxx
Title: Senior Vice President
THE BANK OF TOKYO - MITSUBISHI, LTD.,
CHICAGO BRANCH
By: /s/ Xxxxxxx Xxxxxxxxx
Title: Deputy General Manager
XXXXX XXXX BANK CO., LTD.
NEW YORK AGENCY
By: /s/ Xxxxx Si Xxxx
Title: SVP & GM
CIBC INC.
By: /s/ Xxxxxxxxx Xxxx
Title: Executive Director
CIBC World Markets Corp., as agent
CITY NATIONAL BANK
By: /s/
CREDIT AGRICOLE INDOSUEZ
By: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President, Senior Relationship
Manager
By: /s/ Xxxxx Xxxxx
Title: First Vice President, Managing Director
BEDFORD CDO, LIMITED
By: Pacific Investment Management Company,
as its Investment Advisor
By: /s/
Title:
CAPTIVA III FINANCE, LTD.
By: /s/
Title:
CAPTIVA IV FINANCE, LTD.
By: /s/
Title:
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN
By: /s/
Title:
XXXXX XXXXX SENIOR INCOME TRUST
By: /s/
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/
Title:
FIRST AMERICAN NATIONAL BANK
By: /s/ Xxxxx Xxxxxxxxxxx
Title: Senior Vice President
FIRST COMMERCIAL BANK
(Incorporated in Taiwan, R.O.C.)
Los Angeles Branch
By: /s/ June Shiong Lu
Title: S.V.P. & General Manager
FIRST UNION NATIONAL BANK (F/K/A
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA)
By: /s/ Xxxxx Xxxxxxxx
Title: Vice President
FLEET NATIONAL BANK
By: /s/ X. Xxxxxx
Title: SVP
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/
Title:
KZH LANGDALE LLC
By: /s/ Xxxxx Xxxx
Title: Authorized Agent
MERCANTILE BANK NATIONAL ASSOCIATION
By: /s/
Title:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ Xxxxxxxxx Xxxxxxxxx
Title: Vice President
NATIONAL CITY BANK
By: /s/
Title:
OXFORD STRATEGIC INCOME FUND
By: /s/
Title:
THE MITSUBISHI TRUST AND BANKING CORPORATION
By: /s/
Title:
OCTAGON LOAN TRUST, by Octagon
Credit Investors, as Manager
By: /s/
Title:
PARIBAS
By: /s/
Title:
By: /s/
Title:
THE SANWA BANK, LTD., CHICAGO BRANCH
By: /s/
Title:
THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH
By: /s/ Xxxx X. Xxxxxx
Title: Senior Vice President
SUNTRUST BANK, ATLANTA
By: /s/ Xxxxx X. Dash
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/
Title:
XXX XXXXXX
PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx Management Inc.,
as Collateral Manger
By: /s/ Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX CLO II, LIMITED
By: Xxx Xxxxxx Management Inc.,
as Collateral Manger
By: /s/ Xxxxxx X. Xxxxxx
Title: Vice President
