AMENDMENT NO. 2 TO CREDIT
AGREEMENT AND WAIVER
This Amendment No. 2 to Credit Agreement
and Waiver (this “Amendment”) is entered into as of
February 20, 2009 between 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, JPMorgan Chase
Bank, N.A., individually and as Administrative Agent (the
“Administrative Agent”) and the other financial
institutions party hereto.
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, as amended (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, as amended (the
“Security Agreement”).
C. The Borrowers, the other Loan Parties,
the Administrative Agent and the undersigned Lenders wish to amend
the Credit Agreement and waive certain provisions thereof and of
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. Amendments to Credit Agreement .
The Credit Agreement is hereby amended as follows:
(a) Section 4.02(c) of the Credit
Agreement is hereby deleted and replaced with the
following:
(c) after
giving effect to any Borrowing or the issuance of any Letter of
Credit, Availability (determined by reference to the most recently
delivered Borrowing Base Certificate) is not less than (x) the
Trigger Amount at all times that the Borrowers are making weekly
financial deliveries pursuant to Section 5.01(o) (unless the
Borrowers have demonstrated in advance to the Administrative Agent
compliance with all requirements related to the Trigger Amount) or
(y) the Changeover Amount at all other times (unless the
Borrowers have demonstrated in advance to the Administrative Agent
compliance with all requirements related to the Changeover
Amount).
(b) Section 5.01 of the Credit
Agreement is hereby amended by deleting the word “and”
at the conclusion of clause (m), deleting clause (n) and
inserting in its place the following:
(n) within
30 days after the end of each fiscal month (other than a
fiscal month ending as of the end of a fiscal quarter of the
Company), the Company’s consolidated balance sheet and
related statements of operations and cash flows as of the end of
and for such fiscal month and the then elapsed portion of the
fiscal year, setting forth in each case in comparative form the
figures for the corresponding period or periods of (or, in the case
of the balance sheet, as of the end of) the previous fiscal year,
all certified by one of its Financial Officers as presenting fairly
in all material respects (to the best knowledge of such Financial
Officer) the financial condition and results of operations of the
Company and its consolidated Subsidiaries on a consolidated basis
in accordance with GAAP consistently applied, subject to normal
year-end audit adjustments and the absence of footnotes;
(o) not
later than 12:00 noon New York time on the Friday immediately
following the end of the second fiscal week of every fiscal month
commencing on and including March 13, 2009 (or, to the extent
that (x) the Borrowers are at the applicable time subject to
the requirements of the Changeover Amount or (y) the Borrowers
shall have voluntarily elected to commence reporting on a weekly
basis for purposes of this clause (n), not later than 12:00 noon
New York time on the Friday immediately following the end of each
fiscal week), accounts receivable roll-forwards and inventory gross
balances for the two fiscal week period (or, to the extent that
(x) the Borrowers are at the applicable time subject to the
requirements of the Changeover Amount or (y) the Borrowers
shall have voluntarily elected to commence reporting on a weekly
basis for purposes of this clause (n), the one fiscal week period)
preceding such date, all calculated on a consolidated basis and
delivered in a format similar to the accounts receivable and
inventory reporting in a Borrowing Base Certificate; and
(p) promptly following any request
therefor, such other information regarding the operations, business
affairs and financial condition of the Company or any Subsidiary,
or compliance with the terms of this Agreement, as the
Administrative Agent or any Lender may reasonably
request.
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(d) Section 5.11 of the Credit
Agreement is hereby deleted and replaced with the
following:
SECTION 5.11
Appraisals . At any time that the Administrative Agent
requests, the Company and the Subsidiaries will provide the
Administrative Agent with appraisals or updates thereof of their
Inventory from an appraiser selected and engaged by the
Administrative Agent following consultation with the Company, and
prepared on a ba
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