AMENDMENT NO. 3 OF PURCHASE AND CONTRIBUTION AGREEMENT
AMENDMENT NO. 3, dated as of June 27, 1997, to the Purchase
and Contribution Agreement, dated as of November 15, 1994, as
amended and restated as of December 29, 1995, and as further
amended as of June 27, 1996 and as of September 6, 1996 (the
"Agreement"), among THE LANE COMPANY, INCORPORATED, ACTION
INDUSTRIES, INC., BROYHILL FURNITURE INDUSTRIES, INC. and
THOMASVILLE FURNITURE INDUSTRIES, INC., as sellers (the
"Sellers"), and INTERCO RECEIVABLES CORP., as purchaser (the
"Purchaser") (the "Amendment").
RECITALS
WHEREAS, the Sellers and the Purchaser have agreed subject
to the terms and conditions of this Amendment, to amend the
Agreement as hereinafter set forth.
Terms used herein but not defined herein shall have the
meaning assigned thereto in the Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Amendment of Agreement. The Agreement shall be and is
hereby amended, as of the date hereof, as follows:
A. In the definition of "Weekly Settlement Trigger"
in Section 1.01, Consolidated Net Interest Coverage Ratio and
Leverage Ratio are hereby amended to read as follows:
"(a) The Consolidated Net Interest Coverage Ratio for
any period of four consecutive fiscal quarters, in each case
taken as one accounting period, ended on the last day of a fiscal
quarter set forth below, shall be less than the amount set forth
opposite such period below:
Fiscal Quarter Ratio
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June 1997 3.00 : 1.00
September 1997 3.00 : 1.00
December 1997 3.00 : 1.00
March 1998 3.00 : 1.00
June 1998 3.00 : 1.00
September 1998 3.25 : 1.00
December 1998 3.25 : 1.00
March 1999 and thereafter 3.50 : 1.00
(b) The Leverage Ratio at any time shall be greater than
the ratio set forth opposite the fiscal quarter most recently
ended as set forth below:
Fiscal Quarter Ratio
-------------- -----
June 1997 4.65 : 1.00
September 1997 4.65 : 1.00
December 1997 4.65 : 1.00
March 1998 4.50 : 1.00
June 1998 4.50 : 1.00
September 1998 4:35 : 1.00
December 1998 4.25 : 1.00
March 1999 and thereafter 4.00 : 1.00"
B. The definition of "Bank Credit Agreement" in
Section 1.01 shall be amended to provide in its entirety as
follows:
"Bank Credit Agreement" means the Credit Agreement dated as
of November 17, 1994, as amended and restated as of December 29,
1995 and as further amended and restated as of September 6, 1996
and as of June 27, 1997, among Furniture Brands International,
Inc. (f/k/a Interco), Broyhill, Lane, Thomasville, the banks
named therein and Bankers Trust Company, as agent."
2. Consent to Amendment of Bank Credit Agreement.
Pursuant to the first sentence of Section 1.02 to the Agreement,
and for the purpose of giving effect to certain terms defined in
the Bank Credit Agreement (as amended and restated as set forth
above) which are referenced in the Agreement, the Purchaser
hereby consents to the amendment and restatement of the Bank
Credit Agreement as of June 27, 1997.
3. Execution in Counterparts, Etc. This Amendment
may be executed in any number of counterparts, each of which when
so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same amendment.
The delivery of a signed signature page to this Amendment by
telecopy transmission shall constitute due execution and delivery
of this Amendment for all purposes.
4. Agreement in Full Force and Effect. Except as
amended by this Amendment, all of the provisions of the Agreement
and all of the provisions of all other documentation required to
be delivered with respect thereto shall remain in full force and
effect from and after the date hereof.
5. References to Agreement. From and after the
date hereof, (a) all references in the Agreement to "this
Agreement", "hereof", "herein", or similar terms and (b) all
references to the Agreement in each agreement, instrument and
other document executed or delivered in connection with the
Agreement, shall mean and refer to the Agreement, as amended by
this Amendment.
6. Further Assurances. The parties hereto agree
to execute and deliver any and all further agreements,
certificates and other documents reasonably necessary to
implement the provisions of this Amendment.
7. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the law of the State of New
York without giving effect to the conflict of laws principles
thereof.
IN WITNESS WHEREOF, the Sellers and the Puruchaser have
caused this Amendment to be duly executed by their respective
officers thereunto duly authorized as of the day and year first
above written.
SELLERS: THE LANE COMPANY, INCORPORATED
By: Lynn Chipperfield
----------------------
Name: Lynn Chipperfield
Title: Vice President
ACTION INDUSTRIES, INC.
By: Lynn Chipperfield
-----------------------
Name: Lynn Chipperfield
Title: Vice President
BROYHILL FURNITURE INDUSTRIES, INC.
By: Lynn Chipperfield
------------------------
Name: Lynn Chipperfield
Title: Vice President
THOMASVILLE FURNITURE INDUSTRIES,
INC.
By: Lynn Chipperfield
------------------------
Name: Lynn Chipperfield
Title: Vice President
PURCHASER: INTERCO RECEIVABLES CORP.
By: David P. Howard
------------------------
Name: David P. Howard
Title: President