THIRD AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT
This Third Amendment to Amended and Restated Credit
Agreement (this "Third Amendment"), dated as of August 14, 1995,
is entered into by and among LADD FURNITURE, INC. (the
"Company"), the guarantors identified as such on the signature
pages attached hereto (the "Guarantors"), the banks identified as
such on the signature pages attached hereto (the "Banks") and
NATIONSBANK, N.A. (Carolinas) f/k/a NATIONSBANK OF NORTH
CAROLINA, N.A., as agent for the Banks (in such capacity, the
"Agent"). All capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to such terms in the
Credit Agreement (as defined below).
RECITALS
A. The Company, the Guarantors, the Banks and the Agent
entered into that certain Amended and Restated Credit Agreement
dated as of October 19, 1994, that certain First Amendment to
Amended and Restated Credit Agreement dated as of February 16,
1995 and that certain Second Amendment to Amended and Restated
Credit Agreement dated as of March 30, 1995 (collectively, the
"Credit Agreement").
B. The Company and the Banks have agreed to modify the
terms of the Credit Agreement as set forth below.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. New Definitions. The following definitions shall be added
to Section 1.01 of the Credit Agreement as follows:
(a) "Applicable Margin Ratio" shall mean, for any
period, the ratio of (i) Funded Debt at such time to (ii)
EBITDA as calculated on a rolling four Quarterly Period
basis; provided that (a) for the Quarterly Date ending
nearest March 31, 1996, EBITDA shall be calculated on a
rolling three Quarterly Period basis multiplied times 1.33
and (b) it is understood that Funded Debt does not contain
amounts outstanding under the Securitization Program.
(b) "Capital Expenditures" shall mean, for any period,
for the Company and its Consolidated Subsidiaries on a
consolidated basis all capital expenditures as computed in
accordance with GAAP.
(c) "EBITDA" shall mean, for any period, the sum of
(a) EBIT plus (b) all depreciation and amortization expense
(to the extent deducted in the calculation of EBIT) of the
Company
and its Consolidated Subsidiaries on a consolidated basis for
such period, all as determined in accordance with GAAP.
(c) "Securitization Program" shall mean the sale of
trade receivables by LADD Funding Corp.
2. Amendments to Existing Definitions. The following
definitions set forth in Section 1.01 of the Credit
Agreement shall be modified as follows:
(a) The definition of Applicable Margin shall be amended in
its entirety to read as follows:
"Applicable Margin" shall mean (i) from August 14, 1995
until the first Applicable Margin Change Date subsequent to
March 31, 1996, (A) with respect to Base Rate Loans, 1.25%
and (B) with respect to Eurodollar Loans, 2.25% (as modified
for reductions in the Term Loan, as set forth below) and
(ii) thereafter, the appropriate Applicable Margin
corresponding to the ratio described below in effect as of
the most recent Applicable Margin Change Date (as modified
for reductions in the Term Loan, as set forth below):
Applicable Margin
Base Rate Eurodollar
Tier Applicable Margin Ratio Loans Loans
1 > 3.75 to 1.0 1.75% 2.75%
-
2 > 3.0 to 1.0
-
but < 3.75 to 1.0 1.25% 2.25%
3 > 2.5 to 1.0
-
but < 3.0 to 1.0 0.875% 1.875%
4 > 2.0 to 1.0
-
but < 2.5 to 1.0 0.50% 1.50%
5 > 2.0 to 1.0 0.25% 1.25%
-
Each of the Applicable Margins in effect until the
Quarterly Date nearest March 31, 1996 or as set forth under
Tier 1 and Tier 2 above shall be reduced by 0.125%, upon
the outstanding principal balance of the Term Loan reaching
each of the following levels: (a) $55,000,000 and (b)
$35,000,000; it being understood that the reduction shall
occur at each level for a maximum reduction of .25%.
(b) The definition of Applicable Margin Change Date shall
be amended in its entirety to read as follows:
"Applicable Margin Change Date" shall mean, for each
Quarterly Period, the date of delivery by the Borrower of
the quarterly compliance certificate required by Section
8.01 hereof. The Applicable Margin shall also change on
the
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date(s) of the appropriate reduction of the Term Loan
as set forth in the definition of Applicable Margin.
(c) The definition of Base Rate shall be amended in its
entirety to read as follows:
"Base Rate" shall mean, with respect to any Base Rate
Loan, for any day, the sum of (a) the Applicable Margin
plus (b) the higher of (i) the Federal Funds Rate for such
day, plus .5% per annum or (ii) the Prime Rate for such
day; provided that if in the reasonable judgment of the
Agent the Federal Funds Rate cannot be determined then the
Base Rate shall mean the Prime Rate. Each change in any
interest rate provided for herein based upon the Base Rate
resulting from a change in the Base Rate shall take effect
at the time of such change in the Base Rate.
(d) The definition of Basic Documents shall be amended in
its entirety to read as follows:
"Basic Documents" shall mean, collectively, this
Agreement, the Notes, the Pledge Agreements and any
security agreements, mortgage documents or other collateral
documents executed by the Company or any of its
Subsidiaries in favor of the Agent or the Banks.
(e) The definition of Debt Service Coverage Ratio shall be
amended in its entirety to read as follows:
"Debt Service Coverage Ratio" shall mean (i) for the
Quarterly Dates nearest September 30, 1995, December 31,
1995 and March 31, 1996, the ratio of (a) EBIT for such
period to (b) Interest Expense for such period and (ii) for
any Quarterly Date thereafter, the ratio of (a) the
difference of (1) EBITDA for such period less (2) Capital
Expenditures for such period to (b) the sum of (1) Interest
Expense for such period plus (2) scheduled maturities of
long term debt for such period plus (3) all Dividend
Payments for such period.
(f) The definition of Equity Issuance is amended such that
the term "Effective Date" wherever located therein
shall be deleted and the words "January 2, 1994"
substituted in replacement therefor.
3. Section 2.01(a). Subsection (a) of Section 2.01 of the
Credit Agreement is amended in its entirety to read as
follows:
(a) Revolving Credit Loans. Each Bank severally
agrees, on the terms of this Agreement, to make revolving
loans to the Company in Dollars, at any time and from time
to time during the period from and including the Effective
Date to but not including the Revolving Credit Commitment
Termination Date (each a "Revolving Credit Loan and
collectively the "Revolving Credit Loans"); provided,
however, that (i) the
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sum of the aggregate amount of Revolving Credit Loans
outstanding plus the aggregate amount of Competitive
Bid Loans outstanding plus the aggregate amount of Swing
Line Loans outstanding plus then outstanding balance of the
Securitization Program shall not exceed the Revolving
Credit Commitment and (ii) with respect to each individual
Bank, the Bank's pro rata share of outstanding Revolving
Loans shall not exceed such Bank's Revolving Credit
Commitment Percentage of the Revolving Credit Commitment.
Subject to the terms of this Agreement, the Company may
borrow, repay and reborrow the amount of the Revolving
Credit Commitment.
4. Section 2.01(b)(i). Subsection (b)(i) of Section 2.01
of the Credit Agreement is amended in its entirety to read
as follows:
(b) Competitive Bid Loans Subfacility.
(i) Competitive Bid Loans. Subject to the terms and
conditions hereof, the Company may, from time to time
during the period from and including the Effective Date to
but not including the Revolving Credit Commitment
Termination Date, request and each Bank may, in its sole
discretion, agree to make Competitive Bid Loans to the
Company; provided, however, that (x) the sum of the
aggregate amount of Revolving Credit Loans outstanding plus
the aggregate amount of Competitive Bid Loans outstanding
plus the aggregate amount of Swing Line Loans outstanding
plus the then outstanding balance of the Securitization
Program shall not exceed the Revolving Credit Commitment
and (y) if a Bank does make a Competitive Bid Loan it shall
not reduce such Bank's obligation to make its pro rata
share of any Revolving Credit Loan.
5. Section 2.01(e)(i). Subsection (e)(i) of Section 2.01 of
the Credit Agreement is amended in its entirety to read as
follows:
(i) Swing Line Loans. NationsBank hereby agrees,
on the terms of this Agreement and only if the Company is
in compliance with all the conditions set forth in Section
6, to make revolving loans to the Company in Dollars, at
any time and from time to time during the period from and
including the Effective Date to but not including the
Revolving Credit Commitment Termination Date (each a "Swing
Line Loan" and collectively, the "Swing Line Loans");
provided , however that (i) the sum of the aggregate amount
of Swing Line Loans outstanding at any one time shall not
exceed the Swing Line Loan Commitment and (ii) the sum of
the aggregate amount of Swing Line Loans outstanding plus
the aggregate principal amount of Revolving Loans
outstanding plus the aggregate amount of Competitive Bid
Loans outstanding plus the then outstanding balance of the
Securitization Program shall not exceed the Revolving
Credit Commitment. Subject to the terms of this Agreement,
the Company may borrow, repay and reborrow the amount of
the Revolving Credit Commitment.
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6. Section 2.04. Section 2.04 of the Credit Agreement is
amended in its entirety to read as follows:
2.04 Commitment Fees. The Company shall pay to the Agent
for the account of each Bank a commitment fee (the "Commitment
Fee") on the daily average unused amount of the Revolving Credit
Commitment, for (I) the period from and including the Effective
Date to and including August 13, 1995, at a rate per annum equal
to (A) .25% or (B) if on any Quarterly Date the Company has (1) a
Leverage Ratio less than 35% or (2) attained a long term credit
rating of Baa3 or better from Moody's Investors Services, Inc. or
BBB- or better from Standard and Poor's Corporation, then .20% or
(C) notwithstanding whether the Company has met the requirements
of (B)(1) or (B)(2) above, if on any Quarterly Date subsequent to
the Quarterly Date nearest March, 1997, the ratio of Senior Debt
at such time to Capital at such time is greater than 45%, then
.375% and (II) for the period from and including August 14, 1995
to but not including the Revolving Credit Commitment Termination
Date, at a rate per annum equal to (A) if on any Quarterly Date
the ratio of (i) Funded Debt to (ii) EBITDA is greater than or
equal to 3.0 to 1.0, then .50% or (B) if on any Quarterly Date
the ratio of (i) Funded Debt to (ii) EBITDA is less than 3.0 to
1.0, then .375%. For the purpose of calculating the Commitment
Fee, the amount outstanding as Competitive Bid Loans, Swing Line
Loans and under the Securitization Program shall not be included
in the amount used under the Revolving Credit Commitment
(notwithstanding the fact that the amount of Competitive Bid
Loans, Swing Line Loans and under the Securitization Program
outstanding reduces availability under the Revolving Credit
Commitment). The applicable Commitment Fee percentage shall be
determined on each Quarterly Date for the preceding Quarterly
Period. The Commitment Fee shall be payable in arrears on each
Quarterly Date, on the date of any reduction in the Revolving
Credit Commitment and on the Revolving Credit Commitment
Termination Date.
7. Section 2.08(b)(ii). Section 2.08(b)(ii) of the Credit
Agreement is amended in its entirety to read as follows:
(ii) Overadvance. If, at any time, the sum of
Revolving Credit Loans outstanding plus Competitive Bid
Loans outstanding plus Swing Line Loans outstanding plus
the then outstanding balance of the Securitization Program
exceeds the Revolving Credit Commitment, then the Company
shall immediately make a payment in the amount of the
deficiency.
8. Section 2.08(b)(iv). A new subsection (iv) shall be added
to Section 2.08(b) of the Credit Agreement to read as
follows:
(iv) Sale of Certain Subsidiaries or Divisions.
Promptly upon receipt thereof, the Company shall prepay the
principal amount of the Loans in an amount equal to all
cash Net Proceeds received by the Company from the
liquidation or sale of any assets (other than inventory or
equipment in the ordinary course of business), or the
business as a whole of, Brown Jordan Company, Fournier
Furniture, Inc. or the
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Daystrom division or the Lea Lumber and Plywood Co.
division of the Company; provided that if the Company
receives any non-cash Net Proceeds from the above
liquidations or sales, the Company must (A) pledge or assign
such non-cash Net Proceeds as requested by the Agent and
(B) all cash received by the Company from such non-cash
Net Proceeds shall be used to prepay the principal amount
of the Loans.
9. Section 2.08. The last paragraph of Section 2.08 of the
Credit Agreement is amended in its entirety as follows:
Mandatory prepayments shall be applied: first, (A) if
pursuant to subsection (i) above, pro rata to the remaining
installments of the Term Loan on the basis provided in
Section 2.08(a) hereof, (B) if pursuant to subsection (iii)
above, to the remaining installments of the Term Loan in
the inverse order of maturity or (C) if pursuant to
subsection (iv) above, (1) with respect to the first
$25,000,000 prepaid under subsection (iv), to the remaining
installments of the Term Loan in inverse order of maturity
and (2) with respect to any additional amounts prepaid
under subsection (iv), pro rata to the remaining
installments of the Term Loan on the basis provided in
Section 2.08(a) hereof; second, to the Revolving Credit
Loans; provided that, upon any such prepayment of the
Revolving Credit Loans under Subsection (i), (iii) or (iv)
above, the Revolving Credit Commitment shall automatically
be reduced on such date by the amount of such prepayment
and, if the amount available for prepayment as aforesaid
exceeds the amount of Revolving Credit Loans outstanding on
such date, the Revolving Credit Commitment shall be further
reduced on such date by such excess amount; and third, if
the Term Loan is paid in full and the Revolving Credit
Loans have been paid in full then to the Swing Line Loans
and then to the Competitive Bid Loans on a pro rata basis
to each Bank holding Competitive Loans.
10. Section 6.02. Subsection (c) of Section 6.02 of the Credit
Agreement is amended in its entirety to read as follows:
(c) the representations and warranties made by the
Company and each Obligor in (i) Sections 7.01 through 7.11,
inclusive in the Credit Agreement and (ii) the Pledge
Agreements and such security agreements, mortgage documents
and other collateral documents as entered into by an
Obligor in favor of the Agent or the Banks shall be true
and correct on and as of the making of such Loan with the
same force and effect as if made on and as of such date.
11. Section 8.10. Section 8.10 of the Credit Agreement is
amended in its entirety to read as follows:
8.10 Leverage Ratio. The Company will not permit the
Leverage Ratio to exceed (a) 56% on the Quarterly Dates ending
nearest September 30, 1995 and December 31, 1995, (b) 55% on the
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Quarterly Dates ending nearest March 31, 1996, June 30, 1996 and
September 30, 1996 and (c) 50% on each Quarterly Date thereafter.
12. Section 8.11. Section 8.11 of the Credit Agreement is
amended in its entirety to read as follows:
8.11 Consolidated Net Worth. The Company will not
permit Consolidated Net Worth on any Quarterly Date to be less
than the sum of (x) $120,000,000 plus (y) 50% of the aggregate
amount of NPAT for each Quarterly Period occurring after June 30,
1995 and ending on such Quarterly Date (on a cumulative basis)
plus (z) 50% of the aggregate net proceeds of all Equity
Issuances from and after the date hereof.
13. Section 8.12. Section 8.12 of the Credit Agreement is
amended in its entirety to read as follows:
8.12 Debt Service Coverage Ratio. The Company will not
permit the Debt Service Coverage Ratio to be less than (a) for
the Quarterly Period ending on the Quarterly Date nearest
September 30, 1995, 1.10 to 1.0, (b) for the rolling two
Quarterly Periods ending on the Quarterly Date nearest December
31, 1995, 1.15 to 1.0, (c) for the rolling three Quarterly
Periods ending on the Quarterly Date nearest March 31, 1996, 1.25
to 1.0, (d) for the rolling two Quarterly Periods ending on the
Quarterly Date nearest June 30, 1996, 1.0 to 1.0, as calculated
by multiplying each component comprising the Debt Service
Coverage Ratio for such rolling two Quarter Periods times 2 (e)
for the rolling three Quarterly Periods ending on the Quarterly
Date nearest September 30, 1996, 1.10 to 1.0, as calculated by
multiplying each component comprising the Debt Service Coverage
Ratio for such rolling three Quarterly Periods times 1.33 and (f)
for each rolling four Quarterly Periods ending on any Quarterly
Date thereafter, 1.10 to 1.
14. Section 8.17. A new Section 8.17 is added to the Credit
Agreement to read as follows:
8.17 Capital Expenditures. The Company will not permit
the aggregate amount of Capital Expenditures incurred on or after
July 1, 1995 to exceed (a) $5,000,000 as of the Quarterly Date
ending nearest September 30, 1995, (b) $10,500,000 as of the
Quarterly Date ending nearest December 31, 1995 and (c)
$13,500,000 as of the Quarterly Date ending nearest March 31,
1996.
15. Exhibit C. Exhibit C to the Credit Agreement is amended by
changing the reference to "Section 8.06(j)" in Section 4
thereof to "Section 8.06(n)".
16. Expenses. It is understood and agreed that Section 12.03
of the Credit Agreement provides that the Company shall
only be responsible for legal counsel fees of the Agent
(and not of any Bank) except in connection with enforcement
and collection proceedings as a result of a Default or
Event of Default.
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17. Covenants of Obligors.
(a) Within 30 days after the date of this Third
Amendment, each Obligor shall (i) execute and deliver to an
escrow agent (such escrow agent to be agreed upon between
the Company and the Agent, the "Escrow Agent") security
agreements, pledge agreements, UCC financing statements and
such other documents as the Agent shall reasonably request
in order to grant a potential perfected lien to the Banks
in all of the personal property assets (to the extent not
prohibited by agreements of the Obligors in connection with
the Securitization Program and including all stock of any
Subsidiaries of any Obligor) of each Obligor (all in form
and substance acceptable to the Agent in its reasonable
sole discretion) and (ii) enter into an escrow agreement
(the "Escrow Agreement") among the Company, the Agent and
the escrow agent that will provide, among other things, (1)
that upon the failure of the Company to reduce the Term
Loan, on or before March 31, 1996, to $35,000,000 or less
that all documents held by the escrow agent under the
Escrow Agreement shall be delivered to the Agent for the
benefit of the Banks and (2) that any fees and expenses
incurred in connection with the Escrow Agreement shall be
for the account of the Company. In connection with the
delivery of the above documents, the Agent shall receive an
opinion from Petree Stockton, L.L.P., counsel to the
Obligors, satisfactory to the Agent.
(b) If prior to December 31, 1995, (i) the Term Loan
has not been reduced to $35,000,000 or less or (ii) the
Company or its Subsidiaries have not entered into executed
sales contracts that would ensure to the satisfaction of
Agent that the Term Loan will be reduced to $35,000,000 or
less prior to March 31, 1996 then each Obligor shall within
45 days after requested (A) execute and deliver to the
Escrow Agent mortgages, deeds of trusts, deeds to secure
debt or such other documents as are necessary to provide
the Banks with a perfected lien on each parcel of real
estate owned by such Obligor (other than the real property
owned or leased by Brown Jordan Company, Fournier
Furniture, Inc. or the Lea Lumber and Plywood Co. division
or the Daystrom division of the Company), (B) execute and
deliver to the Escrow Agent (to the extent permitted)
leasehold mortgages on all real property leased by such
Obligor and (C) assist in obtaining legal opinions from
local counsel in each state where the real property of the
Obligors is located as to the enforceability of such
mortgage documents. It is understood that failure of the
Agent and the Banks to timely obtain (A), (B) and (C) above
shall constitute an Event of Default.
(c) If prior to March 31, 1996, the Term Loan has not
been reduced to $35,000,000 or less then the Obligors shall
(i) execute and deliver to the Agent all documentation set
forth in (b) above as to real property owned or leased by
Brown Jordan Company, Fournier Furniture, Inc. or the Lea
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Lumber and Plywood Co. division or the Daystrom division of
the Company and (ii) provide such appraisals, environmental
reports, title insurance and other documents or information
regarding their real property as reasonably requested by
the Agent.
18. Waiver. The Banks agree to permanently waive the June 30
Financial Covenant Defaults (as defined in that certain
letter agreement dated June 29, 1995 among the Company, the
Guarantors, the Agent and the Banks). This is a one time
waiver and does not constitute a waiver of any Default or
Event of Default other than the June 30 Financial
Covenants.
19. Conditions Precedent. The effectiveness of this Third
Amendment is subject to the satisfaction of each of the
following conditions (including, without limitation, that
each document to be delivered under this Section 19 shall
be in form and substance satisfactory to the Banks):
(a) Corporate Action. The Agent shall have received
certified copies of all corporate action taken by each
Obligor approving this Third Amendment and each of the
documents delivered in connection therewith (including,
without limitation, a certificate setting forth the
resolutions of the Board of Directors of each Obligor
adopted in respect of the transactions contemplated by this
Third Amendment).
(b) Good Standing. The Agent shall have received
copies of certificates of good standing, existence or its
equivalent with respect to each Obligor as of a recent date
by the appropriate government authorities of the state of
incorporation of each Obligor.
(c) Opinion of Counsel to the Obligers. The Agent
shall have received an opinion of Petree Stockton, L.L.P.,
counsel to the Obligors, satisfactory to the Agent.
(d) Third Amendment. The Agent shall have received
copies of this Third Amendment duly executed by each of the
parties hereto and dated as of the date hereof.
(e) Fee. The Agent shall have received the full
amount of the fee described in Section 20 below.
(f) Other Documents. The Agent shall have received
such other documents relating to the transactions
contemplated hereby as the Agent or any Bank or counsel to
the Agent may reasonably request.
20. Fee. In consideration of the Banks entering into this
Third Amendment, the Company agrees to pay to the Banks on
the date hereof, for the pro rata benefit of each Bank, a
fee in the aggregate amount of $617,500.
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21. Liens. The Company and the Guarantors, as applicable,
affirm the liens and security interests created and granted
in the Credit Agreement and the Basic Documents and agree
that this Third Amendment shall in no manner adversely
affect or impair such liens and security interests.
22. Representations and Warranties. The Company hereby
represents and warrants to the Banks and the Agent that (a)
no Event of Default exists and is continuing under the
Credit Agreement; (b) the Company has no claims,
counterclaims, offsets, credits or defenses to the Basic
Documents and the performance of its obligations
thereunder, or if the Company has any such claims,
counterclaims, offsets, credits or defenses to the Basic
Documents or any transaction related to the Basic
Documents, same are hereby waived, relinquished and
released in consideration of the Banks' execution and
delivery of this Third Amendment; and (c) since the date of
the last financial statements of the Company delivered to
Banks, no material adverse change has occurred in the
business, financial condition or prospects of the Company
other than as previously disclosed to the Banks.
23. Acknowledgment of Guarantors. The Guarantors acknowledge
and consent to all of the terms and conditions of this
Third Amendment and agree that this First Amendment and all
documents executed in connection herewith do not operate to
reduce or discharge the Guarantors' obligations under the
Credit Agreement or the other Basic Documents. The
Guarantors acknowledge and agree that the Guarantors have
no claims, counterclaims, offsets, credits or defenses to
the Basic Documents and the performance of the Guarantors'
obligations thereunder, or if Guarantors did have any such
claims, counterclaims, offsets, credits or defenses to the
Basic Documents or any transaction related to the Basic
Documents, the same are hereby waived, relinquished and
released in consideration of the Banks' execution and
delivery of this Third Amendment.
24. No Other Changes. Except as expressly modified and amended
in this Third Amendment, all of the terms, provisions and
conditions of the Basic Documents shall remain unchanged.
25. Counterparts. This Third Amendment may be executed in any
number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of
which taken together shall constitute one and the same
instrument.
26. ENTIRETY. THIS THIRD AMENDMENT AND THE OTHER BASIC
DOCUMENTS EMBODY THE ENTIRE AGREEMENT BETWEEN THE PARTIES
AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF
ANY, RELATING TO THE SUBJECT MATTER HEREOF. THESE BASIC
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.
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This Third Amendment is executed as of the day and year
first written above.
BORROWER
ATTEST: LADD FURNITURE, INC.
By:____________________ By:_____________________________
Assistant Secretary William S. Creekmuir
Senior Vice President and
Chief Financial Officer
(corporate seal)
GUARANTORS
ATTEST: PENNSYLVANIA HOUSE, INC.
By:_____________________ By:________________________________
Assistant Secretary William S. Creekmuir
Vice President
(corporate seal)
ATTEST: BROWN JORDAN COMPANY
By:_____________________ By:________________________________
Assistant Secretary William S. Creekmuir
Vice President
(corporate seal)
ATTEST: CLAYTON-MARCUS COMPANY, INC.
By:____________________ By:________________________________
Assistant Secretary William S. Creekmuir
Vice President
(corporate seal)
ATTEST: LADD CONTRACT SALES CORPORATION
By:_____________________ By:_______________________________
Assistant Secretary William S. Creekmuir
Vice President
(corporate seal)
[signatures continued]
ATTEST: FOURNIER FURNITURE, INC.
By:_____________________ By:_________________________________
Assistant Secretary William S. Creekmuir
Vice President
(corporate seal)
ATTEST: BARCLAY FURNITURE CO.
By:______________________ By:________________________________
Assistant Secretary William S. Creekmuir
Vice President
(corporate seal)
ATTEST: AMERICAN FURNITURE COMPANY,
INCORPORATED
By:_____________________ By:_________________________________
Assistant Secretary William S. Creekmuir
Vice President
(corporate seal)
ATTEST: PILLIOD FURNITURE, INC.
By:_____________________ By:_________________________________
Assistant Secretary William S. Creekmuir
Vice President
(corporate seal)
ATTEST: LEA INDUSTRIES, INC.
(a North Carolina corporation)
By:_____________________ By:_________________________________
Assistant Secretary William S. Creekmuir
Vice President
(corporate seal)
[signatures continued]
BANKS
NATIONSBANK, N.A. (CAROLINAS) f/k/a
NATIONSBANK BANK OF NORTH CAROLINA,
N.A. as Agent and as a Bank
By:_____________________________
Gregory W. Powell
Senior Vice President
CIBC INC.
By:_____________________________
Name:___________________________
Title:__________________________
CREDITANSTALT CORPORATE FINANCE,
INC.
By:_____________________________
Name:___________________________
Title:__________________________
WACHOVIA BANK OF NORTH CAROLINA,
N.A.
By:_____________________________
Name:___________________________
Title:__________________________
ABN AMRO BANK N.A.
By:_____________________________
Name:___________________________
Title:__________________________
BRANCH BANK AND TRUST COMPANY
By:_____________________________
Name:___________________________
Title:__________________________
COMMONWEALTH BANK, a division of
MERIDIAN BANK
By:_____________________________
Name:___________________________
Title:__________________________
[signatures continued]
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By:_____________________________
Name:___________________________
Title:__________________________
PNC BANK, NATIONAL ASSOCIATION
By:_____________________________
Name:___________________________
Title:__________________________
NBD BANK f/k/a NBD BANK, N.A.
By:_____________________________
Name:___________________________
Title:__________________________