AMENDMENT AND WAIVER AGREEMENT NO. 2
THIS AMENDMENT AND WAIVER AGREEMENT NO. 2 (this "Agreement"), dated as
of June 14, 1996, is entered into among LADD Furniture, Inc. (the "Company"),
NationsBank, N.A. f/k/a NationsBank, N.A. (Carolinas) f/k/a NationsBank of North
Carolina, N.A., as Agent (the "Agent"), the guarantors identified as such on the
signature pages attached hereto (the "Guarantors"), and the banks identified as
such on the signature pages hereto (the "Banks"). Terms used but not otherwise
defined herein shall have the meanings provided 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, that certain Second Amendment to Amended and Restated
Credit Agreement dated as of March 30, 1995, that certain Third Amendment to
Amended and Restated Credit Agreement dated as of August 15, 1995 and that
certain Amendment and Waiver Agreement dated as of March 29, 1996 (the
"Amendment and Waiver Agreement") (collectively, the "Credit Agreement").
B. Pursuant to the terms of the Amendment and Waiver Agreement, the
Obligors agreed that, if all of the obligations under the Credit Agreement,
including payment in full of the Loans, were not satisfied in full by May 15,
1996, the Obligors would take such action as requested to pledge all of their
real property to the Agent, for the benefit of the Banks, within 30 days after
such date.
C. The Company is planning to enter into a new financing agreement
with, among others, NationsBank, N.A. (South) and Fleet Capital Corporation
which would enable the Company to pay in full the Loans outstanding under the
Credit Agreement.
D. Due to the time and expense involved, the Company has requested that
the Banks postpone the requirement that the Obligors pledge their interests in
real property to the Banks.
E. The Banks executing below have agreed to execute and deliver this
Agreement on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Amendment and Waiver. Notwithstanding the provisions of the
Amendment and Waiver Agreement, the Banks agree that the Obligors shall not be
required, at this time, to pledge their interests in real estate to the Banks to
secure their obligations under the Credit Agreement and the other Basic
Documents. If, however, by July 15, 1996, the Obligors have not repaid the Loans
in full and satisfied all of their obligations under or with respect to the
Credit Agreement and the other Basic Documents, then each Obligor shall on July
15, 1996 (i) execute and deliver to the 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, (ii)
execute and deliver to the Agent (to the extent permitted) leasehold mortgages
on all material real property leased by such Obligor, (iii) provide such
appraisals, environmental reports, title insurance and other documents or
information regarding its real property as reasonably requested by the Agent and
(iv) assist in obtaining legal opinions from local counsel in each state where
the real property of such Obligor is located as to the enforceability of such
mortgage documents. It is understood that failure of the Agent and the Banks to
timely obtain (i), (ii), (iii) and (iv) above shall constitute an Event of
Default.
2. Condition Precedent. This Agreement shall not be effective until the
Agent has received copies of this Agreement duly executed by the Obligors and
the Majority Banks.
3. No Other Changes. Except as expressly modified and amended in this
Agreement, all of the terms, provisions and conditions of the Basic Documents
shall remain unchanged.
4. Counterparts. This Agreement 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.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
COMPANY
ATTEST: LADD FURNITURE, INC.
By:____________________ By:_____________________________
Assistant Secretary William S. Creekmuir
Executive 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: 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)
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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)
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BANKS
NATIONSBANK, N.A. f/k/a
NATIONSBANK, N.A. (CAROLINAS) f/k/a
NATIONSBANK OF NORTH CAROLINA, N.A.
as Agent and as a Bank
By:_____________________________
Richard G. Parkhurst, Jr.
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:__________________________
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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:__________________________
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