Exhibit 99.4
AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT
AMENDMENT NO. 3 (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 and
Amendment No. 2 thereto dated as of November 13, 1996 is entered
into as of June 27, 1997 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") to the Company and
the Company desires to purchase such Shares pursuant to a Stock
Purchase Agreement to be entered between the Selling Stockholders
and the Company (the "Stock Purchase Agreement"). The Consultant
and the Company desire to amend the Agreement as set forth below
in connection with the execution of the Stock Repurchase
Agreement and the transactions contemplated thereby.
The parties hereby agree to amend the Agreement as follows:
1. Effective as of the later of July 1, 1997 or the Closing
Date pursuant to the Stock Purchase Agreement, Section 5(b) of
the Agreement shall be amended by deleting "One Hundred Eighty
Thousand Dollars ($180,000)" and by inserting "Ninety Thousand
Dollars ($90,000)" in its place.
2. 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.
3. 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: s/X. Xxxxxx Xxxx
Name:
Title:
XXXXXXX FURNITURE COMPANY, INC.
By: s/Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
President
