AMENDMENT TO STOCK PURCHASE AGREEMENT
AMENDMENT, dated as of January 31, 1994 (the "Amendment")
to the Stock Purchase Agreement, dated as of December 15, 1993 (the
"Agreement"), among LADD Furniture, Inc., a North Carolina
corporation (the "Purchaser"), and each person listed in Sched-
ule 1.1 thereto (individually a "Seller" and collectively the
"Sellers"), who are all of the stockholders of Pilliod Holding
Company, a Delaware corporation (the "Holding Company").
W I T N E S S E T H :
WHEREAS, the Purchaser and the Sellers have agreed to
amend the Agreement, subject to the terms and conditions of this
Amendment;
NOW, THEREFORE, the parties hereto hereby agree as
follows:
1. Definitions. Capitalized terms used herein without
other definition are used as defined in the Agreement.
2. Amendment to the Table of Contents to the Agreement.
The Table of Contents to the Agreement under the heading
"SCHEDULES" is hereby amended by inserting the phrase "8.1
Scheduled Indebtedness" where appropriate on page iv thereof.
3. Amendment to Article I of the Agreement. The first
sentence of Section 1.2 is hereby amended by deleting the phrase
"(effective January 29, 1994)" where it appears in the fifth line
thereof and inserting the following new sentence at the end
thereof:
"The parties agree that the Closing shall be
deemed to occur prior to the start of business on
the Closing Date and that all operations of the
business of the Cabinet Company on the Closing Date
shall be for the account of the Purchaser."
4. Amendment to Article II of the Agreement.
(a) The first sentence of Section 2.1.7(b) is
hereby amended by inserting the phrase "have a Material
Adverse Effect" after the word "aggregate" where it appears on
the eighth line thereof and deleting the phrase ", have a
Material Adverse Effect" where it appears in the ninth line
thereof.
(b) The last sentence of Section 2.1.17 is hereby
amended by inserting the phrase ", other than the Expense
Letter Agreement and the Pilliod Letter Agreement" after the
word "Closing" in the last line thereof.
5. Amendment to Article III. The second sentence
of Section 3.1 is hereby amended by inserting the phrase
"August 5" in place of the phrase "August 2" where it appears
in the 21st line thereof.
6. Amendment to Article VIII of the Agreement.
(a) The definitions of the following terms set
forth in Article VIII of the Agreement are hereby amended as
follows:
"Effective Date" is hereby amended to read in its
entirety as follows:
"Effective Date: January 31, 1994."
"Scheduled Indebtedness" is hereby amended to read
in its entirety as follows:
"Scheduled Indebtedness: the items of
indebtedness of the Cabinet Company and the Holding
Company as specified on Schedule 8.1 hereof."
(b) Article VIII of the Agreement is hereby amended
by adding the following definitions where appropriate in
alphabetical order:
"Expense Letter Agreement: the letter
agreement, dated as of January 31, 1994, between
the Holding Company and the Custodian relating to
the remittance by the Holding Company to the
Custodian of certain expense-related amounts with-
held by the Holding Company from the Option
Cancellation Amounts."
"Pilliod Letter Agreement: the letter
agreement, dated as of January 31, 1994, between
the Cabinet Company and Peter P. Pilliod relating
to certain items of office furniture."
7. Amendment to Article IX. Section 9.2 is hereby
amended by adding the following phrase at the end thereof:
"; provided that (i) the Sellers shall bear the
fees and expenses of the Escrow Agent under the
Escrow Agreement and (ii) the Cabinet Company will
bear the fees and expenses of Ernst & Young in
connection with the preparation of the Closing
Financial Statements."
8. Amendment to the Schedules. The reference in
part I of Schedule 2.1.12 to the "Amended Subordinated Notes
of the Cabinet Company due 1988, guaranteed by the Holding
Company" is hereby deleted and replaced with the phrase:
"The Amended Subordinated Notes of the Cabinet Company
due 1998, guaranteed by the Holding Company."
9. Acknowledgment by Purchaser. The Purchaser
hereby acknowledges that the conditions set forth in Section
4.1.8 of the Agreement have been satisfied in full.
10. Miscellaneous. Except as expressly amended and
modified hereby, the Agreement is hereby reaffirmed and
remains in full force and effect. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" contained in
the Agreement shall from and after the date hereof refer to
the Agreement as amended hereby. The headings contained in
this Amendment are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
Agreement. This Amendment may be executed in several counter-
parts, each of which shall constitute one and the same
instrument. This Amendment shall be governed in all respects,
including validity, interpretation and effect, by the laws of
the State of New York without giving effect to the conflict of
laws rules thereof.
IN WITNESS WHEREOF, the parties have duly executed
this Amendment as of the date first above written.
PURCHASER:
LADD FURNITURE, INC.
By________________________________
Name:
Title:
SELLERS:
The Clayton & Dubilier Private
Equity Fund Limited Partnership
By Clayton & Dubilier Associates
Limited Partnership, the General
Partner
By_____________________________
Joseph L. Rice, III
General Partner
________________________________*
Peter P. Pilliod
_________________________________*
Barbara Ann Whetsel
_________________________________*
Debra Lynn Pilliod
_________________________________*
Henry O. Timnick
_________________________________*
Arthur E. Reinhold
_________________________________*
Sidney A. Lenger
_________________________________*
Martin P. Doolan
_________________________________*
John R. Long
_________________________________*
Thomas Millner
_________________________________*
William M. Duncan
_________________________________*
William J. Pilliod
_________________________________*
Mark A. Little
_________________________________*
Kevin Driscoll
_________________________________*
Gary Olson
_________________________________*
Progressive Furniture Inc.
*By Clayton, Dubilier & Rice,
Inc., as Attorney-in-Fact
By:__________________________
Name:
Title: