AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT
NO. 1 TO CREDIT AGREEMENT
THIS
AMENDMENT NO. 1 TO CREDIT AGREEMENT
(this
“Amendment”) is entered into as of April 16, 2007 by and among FURNITURE
BRANDS INTERNATIONAL, INC.,
a
Delaware corporation (“Furniture Brands”), BROYHILL
FURNITURE INDUSTRIES, INC.,
a North
Carolina corporation (“Broyhill”), HDM
FURNITURE INDUSTRIES, INC.,
a
Delaware corporation (“HDM”), LANE
FURNITURE INDUSTRIES, INC.,
a
Mississippi corporation (“Lane”),
THOMASVILLE FURNITURE INDUSTRIES, INC.,
a
Delaware corporation (“Thomasville”, and, together with Furniture Brands, HDM,
Broyhill and Lane, each a “Borrower,” and, collectively, the “Borrowers”),
the
Lenders party to the Credit Agreement, and JPMORGAN
CHASE BANK, N.A.,
as
Administrative Agent (the “Administrative Agent”).
RECITALS
A. The
Borrowers, the Lenders, the Co-Syndication Agents, the Administrative Agent
and
the Lead Arranger are party to that certain Credit Agreement dated as of April
21, 2006 (the “Credit Agreement”). Unless otherwise specified herein,
capitalized terms used in this Amendment shall have the meanings ascribed to
them by the Credit Agreement.
B. The
Borrowers, the Lenders, and the Administrative Agent wish to amend the Credit
Agreement on the terms and conditions set forth below.
Now,
therefore, in consideration of the mutual execution hereof and other good and
valuable consideration, the parties hereto agree as follows:
1. Amendment
to Credit Agreement.
The
Credit Agreement is hereby amended as follows effective as of March 31,
2007:
(a) The
defined terms “Applicable Base Rate Margin” and “Applicable Eurodollar Margin”
in Section 1.01 of the Credit Agreement are hereby
amended
by adding
the following as the final sentence of the definition thereof:
Notwithstanding
the foregoing, solely for the period from and including March 31, 2007 to but
excluding June 30, 2007, the respective percentage per annum set forth above
for
(i) the Applicable Eurodollar Margin for Pricing Levels 4 and 5 shall be 1.00%
and 1.25%, respectively and (ii) the Applicable Base Rate Margin for Pricing
Level 5 shall be .25%.
(b) The
defined term “Credit Documents” in Section 1.01 of the Credit Agreement is
hereby deleted and replaced with the following:
“Credit
Documents” shall mean this Agreement and, after the execution and delivery
thereof pursuant to the terms of this Agreement, each Revolving Note, the
Swingline Note and the Guaranty and, after the execution and delivery thereof,
the Intercreditor Agreement, each Security Document and each additional guaranty
executed pursuant to Section 9.09.
(c) The
defined term “Expiration Date” in Section 1.01 of the Credit Agreement is hereby
deleted and replaced with the following:
“Expiration
Date” shall mean (x) with respect to each Letter of Credit, the final stated
expiration date (or, if later, the stated final drawing date) thereof or such
earlier date on which such Letter of Credit was canceled and returned to the
Issuing Lender and (y) with respect to each Acceptance, the date on which such
Acceptance matures as provided by the terms of the draft under the Letter of
Credit related thereto.
(d) Section
1.01 of the Credit Agreement is amended by adding the following definitions
in
appropriate alphabetical order:
“Asset
Disposition”
shall
mean any sale, transfer or other disposition of any asset of Furniture Brands
or
any Subsidiary thereof in a single transaction or in a series of related
transactions (other than (i) the sale of inventory or products in the ordinary
course or the sale of obsolete or worn out property in the ordinary course
and
(ii) the sale of cash equivalent investments in the ordinary course of the
cash
management of the business of Furniture Brands and its
Subsidiaries).
“Collateral”
shall
mean all property with respect to which any security interests have been granted
(or purported to be granted) pursuant to any Security Document.
“Collateral
Agent”
shall
mean the Administrative Agent acting as collateral agent for the Secured
Creditors pursuant to the Security Documents.
“Equity
Interests”
shall
mean shares of capital stock, partnership interests, membership interests in
a
limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person, and any warrants, options or other rights
entitling the holder thereof to purchase or acquire any such equity
interest.
“Intercreditor
Agreement”
shall
mean the Intercreditor and Collateral Agency Agreement dated as of the date
of
Amendment No. 1 hereto entered into among the holders of the Borrowers’ 6.83%
Senior Notes due May 17, 2018, the Collateral Agent and the Administrative
Agent
on its on behalf and on behalf of each of the Lenders, as amended, restated,
modified or supplemented from time to time.
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“Pledge
Agreement”
shall
mean the Pledge Agreement dated as of the date of Amendment No. 1 hereto made
by
the Borrowers and the other Guarantors party thereto in favor of the Collateral
Agent for the benefit of the Secured Creditors, as the same may be amended,
restated, modified or supplemented from time to time.
“Pledge
Agreements”
shall
mean, collectively, the Pledge Agreement and each other document or instrument
pursuant to which Equity Interests are pledged to the Collateral Agent for
the
benefit of the Secured Creditors pursuant hereto, in each case as the same
may
be amended, restated, modified or supplemented from time to time.
“Secured
Creditors”
shall
mean the Lenders, the Administrative Agent, the Collateral Agent, the “Other
Creditors” (as defined in the Guaranty) and the holders of the Borrowers’ 6.83%
Senior Notes due May 17, 2018, all as more specifically described in the
respective Security Documents.
“Security
Agreement”
shall
mean the Security Agreement dated as of the date of Amendment No. 1 hereto
made
by the Borrowers and the other Guarantors party thereto in favor of the
Collateral Agent for the benefit of the Secured Creditors, as the same may
be
amended, restated, modified or supplemented from time to time.
“Security
Agreements”
shall
mean, collectively, the Security Agreement, and each other document or
instrument pursuant to which security interests are granted in the Collateral
to
the Collateral Agent for the benefit of the Secured Creditors pursuant hereto,
in each case as the same may be amended, restated, modified or supplemented
from
time to time.
“Security
Documents”
shall
mean and include the Security Agreements, the Pledge Agreements and each other
document or instrument pursuant to which security is granted to the Collateral
Agent for the benefit of the Secured Creditors pursuant hereto or in connection
herewith.
“Substantial
Portion”
shall
mean, with respect to the property of Furniture Brands and its Subsidiaries,
property which (i) represents more than 10% of the consolidated assets of
Furniture Brands and its Subsidiaries as would be shown in the consolidated
financial statements of Furniture Brands and its Subsidiaries as at the
beginning of the twelve-month period ending with the last day of the month
preceding the month in which such determination is made or (ii) is responsible
for more than 10% of the consolidated net sales or of the consolidated net
income of
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Furniture
Brands and its Subsidiaries as would be reflected in the financial statements
referred to in clause (i) above for such twelve-month period.
(e) Section
8
of the Credit Agreement is hereby amended by adding a new Section 8.20 as
follows:
8.20
Security
Documents.
The
security interests created in favor of the Collateral Agent, for the benefit
of
the Secured Creditors, under the Security Agreements and Pledge Agreements
constitute valid and enforceable security interests in the Collateral described
in such Security Document under its governing law, subject to no Lien of any
other Person, except as permitted by such Security Document. No filings or
recordings (other than filings or recordings that have been made) are required
in order to perfect (or maintain the perfection or priority of) the security
interests created in the Collateral pledged under any Security Document other
than with respect to Collateral of a type as to which perfection may not be
accomplished by filing under the Uniform Commercial Code.
(f) Section
9.09 of the Credit Agreement is hereby deleted and replaced with the
following:
9.09
Additional Subsidiary Guarantors and Collateral. Unless
the Required Lenders otherwise agree, each Borrower agrees to cause each of
its
Wholly-Owned Domestic Subsidiaries (other than such Subsidiaries having less
than $10,000 of assets) that are acquired or created after the Effective Date
(or, in the case of such Subsidiaries which exist but have less than $10,000
of
assets on the Effective Date, first acquires in excess of $10,000 of assets
after the Effective Date) to promptly (and in any event within 10 Business
Days
(or, in the case of (iii) below, 20 Business Days) of such acquisition or
creation) (i) execute and deliver a counterpart of the Joinder Agreement to
the
Guaranty in the form of Exhibit I hereto (the “Joinder Agreement”) and take the
actions specified therein, (ii) execute and deliver a joinder to such Security
Documents as the Administrative Agent may request, and (iii) execute such
additional Security Documents as the Administrative Agent may request, in each
case as deemed appropriate by the Administrative Agent to cause substantially
all personal property of such Wholly-Owned Domestic Subsidiary other than Equity
Interests in Foreign Subsidiaries to constitute Collateral
and in
form and substance satisfactory to the Administrative Agent and, in the case
of
(i), (ii) and (iii) above, accompanied by such resolutions, opinions, corporate
certificates and other documents as the Administrative Agent may reasonably
request.
(g) Section
9
of the Credit Agreement is hereby amended by adding a new Section 9.10 as
follows:
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9.10
Further
Assurances; etc.
(a) The
Borrowers will, and will cause each of their respective Subsidiaries to, at
the
expense of the Borrowers, make, execute, endorse, acknowledge, file and/or
deliver to the Collateral Agent from time to time such schedules, confirmatory
assignments, conveyances, financing statements, transfer endorsements, powers
of
attorney, certificates, reports, and other assurances or instruments and take
such further steps relating to the Collateral covered by any of the Security
Documents as the Administrative Agent may reasonably require to assure the
creation and continuation of perfected security interests in the Collateral
and
as are generally consistent with the terms of this Agreement and the Security
Documents. Furthermore, the Borrowers will, and will cause their respective
Subsidiaries to, deliver to the Collateral Agent such opinions of counsel and
other related documents as may be reasonably requested by the Administrative
Agent to assure compliance with this Section 9.10. Without limiting the
foregoing, the Borrowers shall use their best efforts to cause to be delivered
to the Administrative Agent (i) a landlord waiver and/or mortgagee estoppel
letter, as applicable, with respect to each material parcel of real property
leased by any of the Borrowers or any of the Subsidiary Guarantors as and to
the
extent the Administrative Agent shall request, each in form and substance
acceptable to the Administrative Agent and (ii) such bailee letters with respect
to Collateral held by third parties as and to the extent the Administrative
Agent shall request, each in form and substance acceptable to the Administrative
Agent.
(b) The
Borrowers agree that each action required by clause (a) of this Section 9.10
shall be completed as soon as reasonably practical, but in no event later than
twenty (20) Business Days (or such greater number of days as the Administrative
Agent may agree) after such action is requested to be taken by the
Administrative Agent or the Required Lenders.
(h) Section
10.01 of the Credit Agreement is hereby amended by deleting the word “or” at the
conclusion of subsection 10.01(xiv), replacing the “.” at the conclusion of
subsection 10.01(xv) with “; or” and adding a new subsection 10.01(xvi) as
follows:
(xvi)
Liens created pursuant to the Security Documents.
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(i) Section
10.02 of the Credit Agreement is hereby amended by deleting the first sentence
thereof up to and including the words “shall be permitted” and replacing such
deleted words with the following:
(a)
Furniture Brands will not, and will not permit any of its Subsidiaries to,
consolidate with or merge into any other Person or permit any other Person
to
merge into it or any of its Subsidiaries, except that the following shall be
permitted:
and
Section 10.02 of the Credit Agreement is hereby further amended by adding a
new
Section 10.02(b) as follows:
(b) Furniture
Brands will not, and will not permit any of its Subsidiaries to, make any Asset
Disposition except for (i) Asset Dispositions among the Credit Parties, (ii)
Asset Dispositions expressly permitted by Section 10.02(a) and (iii) other
Asset
Dispositions of property that, together with all other property of Furniture
Brands and its Subsidiaries previously leased, sold or disposed of in Asset
Dispositions made pursuant to Section 10.02(b)(iii) during the twelve-month
period ending with the month in which any such lease, sale or other disposition
occurs, do not constitute a Substantial Portion of the property of Furniture
Brands and its Subsidiaries.
(j) Section
10.03(viii) of the Credit Agreement is hereby deleted and replaced with the
following:
(viii)
intercompany Indebtedness among the Borrowers and their Subsidiaries;
provided
that if
such Indebtedness is owing to a Guarantor, the Indebtedness is a senior
obligation of the obligor, and if such Indebtedness is owing by a Guarantor
to a
Subsidiary which is not a Guarantor, the Indebtedness is at all times after
the
effectiveness of Amendment No. 1 hereto subordinated to the Obligations on
terms
reasonably satisfactory to the Administrative Agent;
(k) Section
10.05 of the Credit Agreement is hereby amended by deleting such subsection
in
its entirety and replacing it with the following:
10.05
Maximum
Leverage Ratio. The
Borrowers will not permit the Leverage Ratio at any time to be greater than
or
equal to 3.25:1.00; provided, however, that solely with respect to the period
from and including March 31, 2007 through and including June 29, 2007, the
Borrowers shall be deemed in compliance with this Section 10.05 so long as
the
Leverage Ratio is not at any time during such period greater than
4.25:1.00.
(l) Section
10.06 of the Credit Agreement is hereby amended by deleting such subsection
in
its entirety and replacing it with the following:
6
10.06
Minimum
Coverage Ratio.
The
Borrowers will not (i) permit the Coverage Ratio as of the end of the fiscal
quarter of the Borrowers ending on March 31, 2007 to be less than or equal
to
1.90:1.00, (ii) permit the Coverage Ratio as of the end of any fiscal quarter
of
the Borrowers ending prior to March 31, 2009 (other than the fiscal quarter
of
the Borrowers ending March 31, 2007) to be less than or equal to 2.75:1.00
or
(iii) permit the Coverage Ratio as of the end of any fiscal quarter of the
Borrowers ending on or after March 31, 2009 to be less than or equal to
3.00:1.00.
(m) Section
10.12 of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:
10.12
Restricted
Payments.
Furniture Brands will not, and will not permit any of its Subsidiaries to,
declare or make, or agree to pay or make, directly or indirectly, any Restricted
Payment, except (a) Furniture Brands may declare and pay dividends with respect
to its Equity Interests payable solely in additional shares of its common stock,
(b) Subsidiaries of Furniture Brands may declare and pay dividends ratably
with
respect to their Equity Interests,
(c) so
long as no Default or Event of Default exists or would result therefrom,
Furniture Brands may (i) pay cash dividends in an amount not in excess of $.64
per common share per calendar year (adjusted for any stock splits after the
date
hereof) and (ii) repurchase at market price in any fiscal year a number of
its
common shares not in excess of the number of common shares of Furniture Brands
issued through the exercise of stock options in such fiscal year and (d)
Furniture Brands may make other Restricted Payments so long as (i) no Default
or
Event of Default exists or would result therefrom and (ii) the Leverage Ratio
shall be less than 3.25:1.00 both before and after giving effect to such
Restricted Payment.
(n) Section
10 of the Credit Agreement is hereby amended by adding new Sections 10.13 and
10.14 as follows:
10.13
Certain
Prepayments.
Furniture Brands will not, and will not permit any of its Subsidiaries to,
directly or indirectly (i) voluntarily prepay, defease or in substance defease,
purchase, redeem, retire or otherwise acquire, any Indebtedness (other than
the
Obligations and the Senior Notes (as defined in Amendment No. 1 hereto)) having
an aggregate principal amount in excess of $1,000,000, (ii) during the period
from the date of the First Amendment hereto to and including June 30, 2007,
voluntarily prepay, defease or in substance defease, purchase, redeem, retire
or
otherwise acquire, any principal amounts of Indebtedness outstanding under
or
evidenced by the Senior Notes or (iii) at any time after June 30, 2007,
voluntarily prepay, defease or in substance defease, purchase, redeem, retire
or
otherwise acquire, any principal amounts of
7
Indebtedness
outstanding under or evidenced by the Senior Notes using proceeds of a borrowing
hereunder.
10.14
Restricted
Investments and Acquisitions.
Unless
both immediately before and immediately after giving effect to such transaction
the Leverage Ratio is less than 3.25:1.00, the Borrowers will not, and will
not
permit any of their Subsidiaries to, purchase or acquire (including pursuant
to
any merger with any Person that was not a Wholly-Owned Subsidiary prior to
such
merger) any capital stock or other securities (including any option, warrant
or
other right to acquire any of the foregoing) of, make any investment or acquire
any other interest in, any other Person, or purchase or otherwise acquire (in
one transaction or a series of transaction) any assets of any other Person
constituting a business unit, except for (a) acquisitions of dedicated dealer
stores acquired by a Borrower or a Subsidiary of a Borrower in the ordinary
course of business so long as the aggregate cash payments for all such
acquisitions does not exceed $25,000,000 in any fiscal year, except that any
unused balance of such amount in any fiscal year may be carried forward at
the
Borrowers’ discretion and applied in subsequent fiscal years and (b)
acquisitions for which the consideration consists solely of common stock of
Furniture Brands.
(o) Section
11.03(i) of the Credit Agreement is hereby amended by deleting the phrase “in
Section 9.01(d)(i), 9.07, 9.09” and replacing it with “in Section 9.01(b),
9.01(d)(i), 9.07, 9.09”.
(p) Section
11 of the Credit Agreement is hereby further amended by deleting the word “or”
at the conclusion of Section 11.09, adding the word “or” at the conclusion of
Section 11.10 and adding a new Section 11.11 as follows:
11.11
Security
Documents.
Any
Security Document shall cease to be in full force and effect, or shall cease
to
give the Collateral Agent for the benefit of the Secured Creditors the Liens,
rights, powers and privileges purported to be created thereby, or any of the
Borrowers or Subsidiary Guarantors shall default in the due performance or
observance of any term, covenant or agreement on its part to be performed or
observed pursuant to such Security Document and such default shall continue
beyond the period of grace, if any, specifically applicable thereto pursuant
to
the terms of such Security Document;
(q) Section
12 of the Credit Agreement is hereby amended by adding new Sections 12. 11
and
12.12 as follows:
12.11
Collateral
Agent.
Each
of
the Lenders and each Issuing Lender hereby irrevocably appoints the Collateral
Agent as its agent and authorizes the Collateral Agent to take such actions
on
its behalf and to exercise such powers as are delegated to the Collateral Agent
by the terms
8
hereof
or
of the other Credit Documents, together with such actions and powers as are
reasonably incidental thereto. All provisions of this Section 12 relating to
the
Administrative Agent (and all indemnities of the Administrative Agent by the
Borrowers herein) shall be equally applicable to the Collateral Agent
mutatis mutandis.
Without
limiting the foregoing, if any Collateral is sold in a transaction permitted
hereunder (other than to any Borrower or any Subsidiary thereof), such
Collateral shall, to the extent so provided in the applicable Security
Agreement, be sold free and clear of the Liens created by the Security Documents
and the Administrative Agent and the Collateral Agent shall be authorized to
take any actions deemed appropriate in order to effect the
foregoing.
12.12 Intercreditor
Agreement.
Each
Lender hereby authorizes and directs the Administrative Agent to enter into
the
Intercreditor Agreement as attorney-in-fact on behalf of such Lender and agrees
that in consideration of the benefits of the security being provided to such
Lender in accordance with the Security Documents and the Intercreditor Agreement
and by acceptance of those benefits, each Lender (including any Lender which
becomes such by assignment pursuant to Section 13.04 after the date hereof)
shall be bound by the terms and provisions of the Intercreditor Agreement and
shall comply (and cause any Affiliate thereof which is the holder of any Senior
Indebtedness (as defined therein) to comply) with such terms and provisions.
The
foregoing agreement shall inure to the benefit of all “Senior Lenders” under the
Intercreditor Agreement.
(r) Exhibit
J
to the Credit Agreement is amended by adding the following as the penultimate
paragraph thereof (immediately prior to the paragraph commencing “The terms set
forth in this Assignment”):
By
its
acceptance of this Assignment, the Assignee hereby agrees to be bound by the
terms and provisions of the Intercreditor Agreement and to comply (and cause
any
Affiliate thereof which is the holder of any Senior Indebtedness (as defined
in
the Intercreditor Agreement) to comply) with such terms and provisions. The
foregoing agreement shall inure to the benefit of all “Senior Lenders” under the
Intercreditor Agreement.
Giving
effect to such amendment, Exhibit J to the Credit Agreement reads in its
entirety as set forth on Exhibit J hereto.
2. Representations
and Warranties of the Borrowers.
Each of
the Borrowers represents and warrants that:
(a) The
execution, delivery and performance by the Borrowers of this Amendment have
been
duly authorized by all necessary corporate action and that this Amendment is
a
legal, valid and binding obligation of the Borrowers enforceable against
9
the
Borrowers in accordance with its terms, except as the enforcement thereof may
be
subject to the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors’ rights generally;
(b) Each
of
the representations and warranties contained in the Credit Agreement (treating
this Amendment and the Credit Agreement as amended hereby as “Credit Documents”
for purposes thereof) is true and correct in all material respects on and as
of
the date hereof as if made on the date hereof;
(c) After
giving effect to this Amendment, no Default or Event of Default has occurred
and
is continuing.
3. Effective
Date.
This
Amendment shall become effective as of March 31, 2007 upon the execution and
delivery hereof by the Borrowers, the Required Lenders, and the Administrative
Agent (without
respect to whether it has been executed and delivered by all the Lenders) and
the satisfaction of the following additional conditions:
(a) Each
of
the Guarantors has executed and delivered a Reaffirmation and Amendment of
Guaranty in the form of Exhibit A hereto.
(b) Each
of
the Borrowers, the Subsidiary Guarantors and the Collateral Agent shall have
executed and delivered the Security Agreement, the Pledge Agreement and such
other Security Documents as the Administrative Agent shall request in order
to
grant to the Collateral Agent for the benefit of the Secured Parties a security
interest in substantially all of the personal property of the Borrowers and
Subsidiary Guarantors (other than Equity Interests in Foreign Subsidiaries)
to
equally and ratably secure the Obligations and the obligations of the Borrowers
in respect of their 6.83% Senior Notes due May 17, 2018 (the “Senior
Notes”).
(c) The
Administrative Agent shall have received insurance certificates or binders
for
all insurance as the Administrative Agent shall request naming the Collateral
Agent, on behalf of the Secured Creditors, as loss payee for any casualty
policies and additional insured for any liability policies, in form and
substance acceptable to the Administrative Agent.
(d) The
Administrative Agent shall have received such duly completed and executed UCC-1
financing statements as the Administrative Agent shall have requested to perfect
the Collateral Agent’s security interest in the Collateral and such copies of
searches of and financing statements filed under the UCC, together with tax
lien
and judgment searches with respect to the assets of the Borrowers and the
Subsidiary Guarantors, in both cases in such jurisdictions as the Administrative
Agent may request.
(e) The
Collateral Agent shall have received all stock (or unit) certificates evidencing
all Equity Interests to be pledged pursuant to the Pledge Agreement, accompanied
by undated stock (or unit) powers executed in blank.
(f) The
requisite holders of the Senior Notes shall have consented to the transactions
contemplated hereby in a document in form and substance satisfactory to
10
the
Administrative Agent and the Required Lenders and intercreditor arrangements
(the “Intercreditor Agreement”) with respect to the Senior Notes satisfactory to
the Administrative Agent and the Required Lenders shall have been entered into
with the requisite holders of the Senior Notes, all in form and substance
satisfactory to the Administrative Agent and the Required Lenders.
(g) The
Borrower shall have paid (i) to the Administrative Agent for the account of
each
Lender consenting to this Amendment an amendment fee equal to .02% of such
Lender’s Commitment as of the date hereof after giving effect to this Amendment
and (ii) to the Administrative Agent for its own account any other agreed fees
relating hereto, which fees shall be deemed fully earned and non-refundable
on
the date hereof.
(h) The
Borrowers shall have provided such other corporate and other certificates,
opinions, documents, instruments and agreements as the Administrative Agent
may
reasonably request.
4. Amendment
of Guaranty.
Each of
the parties hereto consents to the amendment of the Guaranty as set forth on
Exhibit A hereto.
5. Reference
to and Effect Upon the Credit Agreement; Intercreditor Agreement.
(a) Except
as
specifically amended above, the Credit Agreement and the other Credit Documents
shall remain in full force and effect and are hereby ratified and
confirmed.
(b) The
execution, delivery and effectiveness of this Amendment shall not operate as
a
waiver of any right, power or remedy of the Administrative Agent or any Lender
under the Credit Agreement or any other Credit Document, nor constitute a waiver
of any provision of the Credit Agreement or any other Credit Document, except
as
specifically set forth herein. Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein” or words of similar import shall mean and be a reference to the Credit
Agreement as amended hereby.
6. Costs
and Expenses.
The
Borrowers hereby affirm their obligations under Section 13.01 of the Credit
Agreement to reimburse the Administrative Agent for all reasonable out-of-pocket
costs and expenses incurred by the Administrative Agent in connection with
the
preparation, execution and delivery of this Amendment, including but not limited
to the reasonable fees, charges and disbursements of attorneys for the
Administrative Agent with respect thereto.
7. Governing
Law.
This
Amendment shall be construed in accordance with and governed by the law of
the
State of New York.
11
8. Headings.
Section
headings in this Amendment are included herein for convenience of reference
only
and shall not constitute a part of this Amendment for any other
purposes.
9. Counterparts.
This
Amendment may be executed in any number of counterparts, each of which when
so
executed shall be deemed an original but all such counterparts shall constitute
one and the same instrument.
12
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date and
year first above written.
FURNITURE BRANDS INTERNATIONAL, INC. | ||
BROYHILL FURNITURE INDUSTRIES, INC. | ||
HDM FURNITURE INDUSTRIES, INC. | ||
LANE FURNITURE INDUSTRIES, INC. | ||
THOMASVILLE FURNITURE INDUSTRIES, INC. | ||
By | /s/ Xxxxxx X. Xxxxx | |
Xxxxxx X. Xxxxx | ||
Title: | Senior Vice President and Chief Financial | |
Officer
of Furniture Brands International, Inc.
|
||
and Vice President of each other Borrower | ||
On behalf of each of the Borrowers |
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JPMORGAN
CHASE BANK, N.A.,
|
|
Individually
and as Administrative Agent
|
|
By
|
/s/
Xxxxx X. Sumeski
|
Name:
|
Xxxxx X. Sumeski |
Title:
|
Vice President |
PNC
BANK, NATIONAL ASSOCIATION
|
|
By
|
/s/
Holland Xxxxx
|
Name:
|
Holland Xxxxx |
Title:
|
Credit Officer |
THE
BANK OF TOKYO-MITSUBISHI UFJ, LTD.
|
|
By
|
/s/
Xxxxxxxx Xxxx
|
Name:
|
Xxxxxxxx Xxxx |
Title:
|
Deputy General Manager |
WACHOVIA
BANK, NATIONAL ASSOCIATION
|
|
By
|
/s/
Xxxxx Xxxxxxxx
|
Name:
|
Xxxxx Xxxxxxxx |
Title:
|
Vice President |
XXXXX
FARGO BANK, NA
|
|
By
|
/s/
Xxxxxxx Xxxxxxxx
|
Name:
|
Xxxxxxx Xxxxxxxx |
Title:
|
Relationship Manager |
BANK
OF AMERICA, N.A.
|
|
By
|
/s/
Xxxx X. Xxxxxxx
|
Name:
|
Xxxx X. Xxxxxxx |
Title:
|
Vice President |
14
BNP
PARIBAS
|
|
By
|
/s/
Xxxxxxxxxxx Xxxxxxxxx
|
Name:
|
Xxxxxxxxxxx Xxxxxxxxx |
Title:
|
Director |
By | /s/ Xxxxxxx Xxxxxx |
Name: | Xxxxxxx Xxxxxx |
Title: | Director |
SUNTRUST
BANK
|
|
By
|
/s/
Xxxxxxxxx X. Xxxx
|
Name:
|
Xxxxxxxxx X. Xxxx |
Title:
|
Vice President |
MIZUHO
CORPORATE BANK, LTD.
|
|
By
|
/s/
Xxxx Mo
|
Name:
|
Xxxx Mo |
Title:
|
Senior Vice President |
NATIONAL
CITY BANK
|
|
By
|
/s/
Xxxxxxx Xxxxx
|
Name:
|
Xxxxxxx Xxxxx |
Title:
|
Vice President |
COMERICA
BANK
|
|
By
|
/s/
Xxxx X. Xxxxxxxx
|
Name:
|
Xxxx X. Xxxxxxxx |
Title:
|
Assistant Vice President |
15
REGIONS
BANK
|
|
By
|
/s/
Xxxxxx Xxxxxxx
|
Name:
|
Xxxxxx Xxxxxxx |
Title:
|
Vice President |
THE
NORTHERN TRUST COMPANY
|
|
By
|
/s/
Xxxxx XxXxxxxx
|
Name:
|
Xxxxx XxXxxxxx |
Title:
|
Vice President |
US
BANK NATIONAL ASSOCIATION
|
|
By
|
/s/
Xxxxxxxx Xxxxxxxxxxx
|
Name:
|
Xxxxxxxx Xxxxxxxxxxx |
Title:
|
Vice President |