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EXHIBIT 4.1.2
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
c/o Prudential Capital Group
One Gateway Center, 11th Floor
0-00 Xxxxxxx Xxxxxxxxx Xxxx
Xxxxxx, Xxx Xxxxxx 00000-0000
July 19, 1996
Xxxxxxx Furniture Companies, Inc.
000 Xxxx Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000-0000
Attention: Xxxxxx X. Xxxx
Senior Vice President and Chief Financial Officer
Ladies and Gentlemen:
Reference is made to that certain Note Agreement dated as of December
29, 1993 (the "Note Agreement"), between Xxxxxxx Furniture Companies, Inc. (the
"Company") and The Prudential Insurance Company of America ("Prudential").
Terms not otherwise defined herein are used with the respective definition
given them in the Note Agreement.
Pursuant to paragraph 12C of the Note Agreement as holder of all of
the Notes, Prudential hereby agrees with the Company as follows:
1. Section 7A(ii) of the Note Agreement is hereby amended and
restated in its entirety as follows:
"(ii) Consolidated Debt (less 50% of Unused Capacity for
Financed Receivables) to exceed 60% of Consolidated
Capitalization (less 50% of Unused Capacity for
Financed Receivables); or"
2. Sections 7B(5) and 7B(7) of the Note Agreement are hereby
amended and restated in their entirety as follows:
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Xxxxxxx Furniture Companies, Inc.
July 19, 1996
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"7B(5) SALE OR DISCOUNT OF RECEIVABLES. Sell with recourse,
or discount or otherwise sell for less than the face value
thereof, any of its notes or accounts receivable except (i) in
a Receivables Financing that could not, or over time, violate
paragraph 7A(v) above, provided that, on the date of any
proposed Receivables Financing and immediately upon giving
effect thereto, the Financed Receivables Amount does not
exceed the Retained Receivables Amount, or (ii) to any
Subsidiary or to the Company;"
"7B(7) TRANSACTIONS WITH RELATED PARTY. Effect any
transaction with any Affiliate or Subsidiary by which any
asset or services of the Company or a Subsidiary is
transferred to such Affiliate or Subsidiary, or from such
Affiliate or Subsidiary, or enter into any other transaction
with an Affiliate or Subsidiary, on terms more favorable than
would be reasonably expected in a similar transaction with an
unrelated entity, except for sales of accounts and notes
receivable by the Company to any Subsidiary or by any
Subsidiary to the Company or to any other Subsidiary as
permitted under paragraph 7B(5)."
3. Section 7C of the Note Agreement is hereby amended by deleting
the word "and" at the end of Xxxxxxx 0X (xxx) and adding the following
subsection (v) at the end of Section 7C:
"and (v) the Company may dispose of its accounts or notes
receivable, trade names or service marks to any Subsidiary."
4. Section 11B of the Note Agreement is hereby amended by adding,
in alphabetical order, the following definition:
"Unused Capacity for Financed Receivables" shall mean the
difference between (i) 55% of the sum of Retained Receivables
plus Financed Receivables, and (ii) Financed Receivables.
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Xxxxxxx Furniture Companies, Inc.
July 19, 1996
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5. Except to the extent amended by the provisions hereof, all of
the terms, conditions and obligations of the Note Agreement shall remain in
full force and effect.
If you agree to the foregoing, please sign each copy of this letter
enclosed and return two of them to Prudential, at which time this letter shall
become a binding agreement between us as of the date above written.
Very truly yours,
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
Agreed to and accepted
as of July 19, 1996
XXXXXXX FURNITURE COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Executive Vice President and
Chief Financial Officer
