AMENDMENT NO. 1
to
LOAN AND SECURITY AGREEMENT
dated as of July 12, 1996
THIS AMENDMENT NO. 1 dated as of August 15, 1996 is made by
LADD FURNITURE, INC., a North Carolina corporation, AMERICAN FURNITURE COMPANY,
INCORPORATED, a Virginia corporation, BARCLAY FURNITURE CO., a Mississippi
corporation, CLAYTON-MARCUS COMPANY, INC., a North Carolina corporation, LADD
CONTRACT SALES CORPORATION, a North Carolina corporation, LADD INTERNATIONAL
SALES CORP., a Barbados corporation, LADD TRANSPORTATION, INC., a North Carolina
corporation, LEA INDUSTRIES, INC., a North Carolina corporation, PENNSYLVANIA
HOUSE, INC., a North Carolina corporation, PILLIOD FURNITURE, INC., a North
Carolina corporation, NATIONSBANK, N.A. (SOUTH), a national banking association
("NationsBank"), FLEET CAPITAL CORPORATION, a Rhode Island corporation ("Fleet"
and together with NationsBank, the "Co-Agents") and BANKAMERICA BUSINESS CREDIT,
INC., a Delaware corporation ("BABCO" and together with NationsBank and Fleet,
the "Lenders"), and NationsBank as administrative agent for the Lenders (the
"Administrative Agent").
Preliminary Statements
The Borrowers, the Lenders, the Co-Agents and the
Administrative Agent are parties to a Loan and Security Agreement dated as of
July 12, 1996 (the "Loan Agreement"; terms defined therein and not otherwise
defined herein being used herein as therein defined).
The Borrowers, the Lenders, the Co-Agents and the
Administrative Agent, in order to correct certain oversights in the preparation
of the Loan Agreement, have agreed to amend the Loan Agreement as hereinafter
set forth.
NOW, THEREFORE, in consideration of the Loan Agreement, the
Loans made by the Lenders and outstanding thereunder, the mutual promises
hereinafter set forth and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1. Amendments to Loan Agreement. The Loan Agreement is
hereby amended, subject to the provisions of Section 2 hereof, effective as of
July 12, 1996, by amending Section 5.2(d) Letter of Credit Fees by amending the
second sentence thereof (beginning "Such fees payable . . . ") in its entirety
to read as follows:
Such fees shall be payable to the Administrative Agent for the Ratable
benefit of the Lenders (i) as to commercial or documentary Letters of
Credit, in advance on the date of
issuance and (ii) as to standby Letters of Credit, quarterly in
advance, beginning on the date of issuance and continuing thereafter so
long as such standby Letter of Credit is outstanding, and all such fees
shall be calculated based on a year of 360 days and the actual number
of days in the stated term thereof.
and by inserting in the next following sentence, immediately before the phrase
"canceled or terminated" the phrase "reduced,".
Section 2. Effectiveness of Amendment. This Amendment shall
become effective upon receipt by the Administrative Agent of at least six copies
of this Amendment duly executed and delivered by each Borrower and each Lender.
Section 3. Effect of Amendment. From and after the
effectiveness of this Amendment, all references in the Loan Agreement and in any
other Loan Document to "this Agreement," "the Loan Agreement," "hereunder,"
"hereof" and words of like import referring to the Loan Agreement, shall mean
and be references to the Loan Agreement as amended by this Amendment. Except as
expressly amended hereby, the Loan Agreement and all terms, conditions and
provisions thereof remain in full force and effect and are hereby ratified and
confirmed. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
Section 4. Counterpart Execution; Governing Law.
(a) Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different 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 but one and the
same agreement.
(b) Governing Law. This Amendment shall be governed
by and construed in accordance with the laws of the State of
Georgia.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
BORROWERS:
LADD FURNITURE, INC.
By:/s/William S. Creekmuir
------------------------
William S. Creekmuir
Executive Vice President
AMERICAN FURNITURE COMPANY,
INCORPORATED
By:/s/William S. Creekmuir
-----------------------
William S. Creekmuir
Vice President
LEA INDUSTRIES, INC.
(a North Carolina corporation)
By:/s/William S. Creekmuir
------------------------
William S. Creekmuir
Vice President
BARCLAY FURNITURE CO.
By:/s/William S. Creekmuir
-------------------------
William S. Creekmuir
Vice President
CLAYTON-MARCUS COMPANY, INC.
By:/s/William S. Creekmuir
-------------------------
William S. Creekmuir
Vice President
LADD CONTRACT SALES CORP.
By:/s/William S. Creekmuir
-------------------------
William S. Creekmuir
Vice President
-3-
PENNSYLVANIA HOUSE, INC.
By:/s/William S. Creekmuir
--------------------------
William S. Creekmuir
Vice President
PILLIOD FURNITURE, INC.
By:/s/William S. Creekmuir
--------------------------
William S. Creekmuir
Vice President
LADD TRANSPORTATION, INC.
By:/s/William S. Creekmuir
--------------------------
William S. Creekmuir
Vice President
LADD INTERNATIONAL SALES CORP.
By:/s/William S. Creekmuir
---------------------------
William S. Creekmuir
Vice President
NATIONSBANK, N.A. (SOUTH), as
Administrative Agent, a Co-Agent
and as a Lender
By:/s/Reece Chapman
---------------------------
Reece Chapman
Senior Vice President
FLEET CAPITAL CORPORATION, as a Co-
Agent and as a Lender
By: /s/John W. Gretz
---------------------------
Name:John W. Gretz
Title:SVP
BANKAMERICA BUSINESS CREDIT, INC.,
as a Lender
By:/s/Victor Alfirevic
---------------------------
Name: Victor Alfirevic
Title: Vice President
-4-