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EXHIBIT 99.2
AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
AMENDMENT NO. 2 (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") as amended by Amendment No. 1 thereto dated as of November 1, 1996
is entered into as of November 13, 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 amend the Agreement as set forth below in connection
with the execution of the Underwriting Agreement and the transactions
contemplated thereby.
The parties hereby agree to amend the Agreement as follows:
1. Effective as of the date of this Amendment, the last sentence of
Section 2 of the Agreement shall be deleted in its entirety and the following
sentence inserted in its place:
In the event that the Selling Stockholders sell all of the
shares of Common Stock of the Company beneficially owned by
them, this Agreement shall terminate upon the completion of
such sale; provided, however, that (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. Effective as of the Closing Date pursuant to the Underwriting
Agreement (the "Closing Date"), Section 5(b) of the Agreement shall be amended
by deleting "Two Hundred Fifty Thousand Dollars ($250,000)" and by inserting
"One Hundred Eighty Thousand Dollars ($180,000)" in its place. The Management
Fee to
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be paid by the Company to the Consultant on the first day of December 1996
pursuant to the Agreement shall equal (i) 15,000 minus (ii) the product of (a)
$194.44 times (b) the number of days from and including the Closing Date to and
including November 30, 1996.
3. 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.
4. 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:
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Name:
Title:
XXXXXXX FURNITURE COMPANY, INC.
By:
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Xxxxxx X. Xxxxxxxxx
President
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