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Exhibit
10.2
AMENDMENT NO. 1
TO
CREDIT AGREEMENT
AND SECURITY AGREEMENT
THIS AMENDMENT NO. 1 TO
CREDIT AGREEMENT AND SECURITY AGREEMENT (this
“Amendment”) is entered into as of March 17, 2008
by and among FURNITURE BRANDS
INTERNATIONAL, INC. , a Delaware corporation
(“Furniture Brands”), BROYHILL FURNITURE
INDUSTRIES, INC. , a North Carolina corporation
(“Broyhill”), HDM FURNITURE INDUSTRIES,
INC. , a Delaware corporation (“HDM”),
LANE
FURNITURE INDUSTRIES, INC., a Mississippi corporation
(“Lane”), THOMASVILLE FURNITURE
INDUSTRIES, INC. , a Delaware corporation
(“Thomasville”, and, together with Furniture
Brands, HDM, Broyhill and Lane, each a “Borrower,”
and, collectively, the “Borrowers”), the other
Loan Parties and the financial institutions signatory hereto,
and JPMORGAN
CHASE BANK, N.A. , as Administrative Agent (the
“Administrative Agent”).
RECITALS
A. The
Borrowers, the other Loan Parties, the Lenders and the
Administrative Agent are party to that certain Credit
Agreement dated as of August 9, 2007 (the “Credit
Agreement”). Unless otherwise specified
herein, capitalized terms used in this Amendment shall have
the meanings ascribed to them by the Credit
Agreement.
B. The
Borrowers, the other Loan Parties and the Administrative Agent
are party to that certain Security Agreement dated as of
August 9, 2007 (the “Security
Agreement”).
C. The
Borrowers, the other Loan Parties, the Lenders, and the
Administrative Agent wish to amend the Credit Agreement and
the Security Agreement on the terms and conditions set forth
below.
Now,
therefore, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto
agree as follows:
1.
Amendment to
Credit Agreement . The Credit Agreement is
hereby amended as follows:
(a) Section
3.15 of the Credit Agreement is hereby amended by inserting
the phrase “As of the Effective Date,” at the
beginning of the first sentence thereof.
(b) Section
9.01(a)(ii) of the Credit Agreement hereby deleted and
replaced with the following:
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(ii)
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if to the
Administrative Agent, the Issuing Bank, the Swingline Lender, or to
Chase at:
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JPMorgan
Chase Bank, N.A.
c/o
Chase Business Credit
10 S.
Dearborn, Floor 22
Chicago,
IL 60603
Attention:
Lynne M. Ciaccia
Facsimile
No: (312) 732-7593
(c)
Section 10.03 of the Credit Agreement is hereby amended by
adding a new subsection 10.03(d) as follows:
(d) In
connection with any asset sale, transfer or other disposition
permitted by this Agreement that results in the sale, transfer
or other disposition of all of the Equity Interests issued by
any Loan Guarantor, the Administrative Agent is authorized to
release such Loan Guarantor from its obligations under the
Loan Guaranty and the other Loan Documents upon consummation
of such sale or disposition if the Company certifies to the
Administrative Agent that the applicable sale or disposition
is made in compliance with the terms of this Agreement (and
the Administrative Agent may rely conclusively on any such
certificate, without further inquiry).
2.
Amendment to
Security Agreement . Section 4.10(e) of the
Security Agreement is hereby amended by inserting the
parenthetical “(or such lesser time as the
Administrative Agent shall otherwise agree)” between the
words “days” and “prior” in the first
sentence thereof.
3.
Representations
and Warranties of the Loan Parties . Each of
the Loan Parties represents and warrants that:
(a) The
execution, delivery and performance by the Loan Parties of
this Amendment have been duly authorized by all necessary
corporate action and that this Amendment is a legal, valid and
binding obligation of the Loan Parties enforceable
ag
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