Exhibit 10.63
FIRST AMENDMENT TO CONTRACT OF SALE
(SALE-LEASEBACK)
THIS FIRST AMENDMENT TO CONTRACT OF SALE ("Amendment") made as of
June 8, 1999 between ▇▇▇▇▇▇ FURNITURE CORPORATION, a Florida corporation,
and the various subsidiaries set forth on Exhibit "A" (hereinafter,
collectively "Seller") and the various entities set forth on Exhibit "B"
(hereinafter, collectively "Purchaser").
W I T N E S S E T H:
WHEREAS:
A. Seller and ▇▇▇▇▇ Realty, L.P., a Delaware limited partnership
("▇▇▇▇▇"), ▇▇▇▇▇▇-▇▇▇▇▇ Capital Real Estate Fund II, L.P. ("LA1"), a
Delaware limited partnership, ▇▇▇▇▇▇-▇▇▇▇▇ Real Estate Fund II, L.P.
("LA2"), a Delaware limited partnership and ▇▇▇▇▇▇-▇▇▇▇▇ Real Estate
Parallel Fund II, L.P. ("LA3"), a Delaware limited partnership (▇▇▇▇▇, ▇▇▇,
▇▇▇ and LA3 are hereinafter, collectively the "▇▇▇▇▇/▇▇▇▇▇") entered into
that certain Contract of Sale dated as of April 20, 1999, as amended by
that certain side letter dated as of May 28, 1999 between Seller and
▇▇▇▇▇/▇▇▇▇▇ (the "Original Agreement") pursuant to which Seller agreed to
sell to, and leaseback from, ▇▇▇▇▇/▇▇▇▇▇, and ▇▇▇▇▇/▇▇▇▇▇ agreed to
purchase from, and leaseback to, Seller certain real property more
particularly described in the Original Agreement.
B. On or about June 1, 1999, ▇▇▇▇▇/▇▇▇▇▇ assigned all of its right,
title and interest in, to and under the Original Agreement to KS
Opportunities III, L.L.C., a Delaware limited liability company
("KS Opportunities").
C. On or about June 1, 1999, KS Opportunities assigned all of its
right, title and interest in, to and under the Original Agreement to ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ Equity, L.L.C., a Delaware limited liability company
("▇▇▇▇▇ Equity").
D. On or about June 1, 1999, ▇▇▇▇▇ Equity assigned all of its right,
title and interest in, to and under the Original Agreement to ▇▇▇▇▇▇ ▇▇,
L.L.C., a Delaware limited liability company ("▇▇▇▇▇▇ ▇▇").
E. On or about June 1, 1999, ▇▇▇▇▇▇ ▇▇ assigned all of its right,
title and interest in, to and under the Original Agreement to Purchaser.
F. Seller and Purchaser wish to amend the Original Agreement in
accordance with the terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Definitions. Except as otherwise provided herein, each word used
herein that begin with a capital letter and are not defined in this
Amendment shall have the same meaning ascribed to such word in the Original
Agreement.
2. Postponement of Closing on the Langhorne Property.
2.1 Due to certain adverse environmental conditions at the Real
Property located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (the
"Langhorne Property"), the parties have agreed to hold a Closing (the
"Initial Closing") on all Properties other than the Langhorne Property, and
postpone Closing solely with respect to the Langhorne Property until the
date hereinafter set forth. The Purchase Price to be paid at the Initial
Closing shall be reduced by the Liquidation Value allocated to the
Langhorne Property in the Original Agreement, the Total Liquidation Value
(as defined in the Unitary Lease) and Market Value (as defined in the
Unitary Lease) shall be reduced by Eight Hundred Twenty-Two Thousand
Dollars ($822,000.00) and One Million Four Hundred Sixty-One Thousand Nine
Hundred Forty-Six Dollars ($1,461,946.00), respectively, and the annual
Basic Rent (as defined in the Unitary Lease) shall be reduced by an amount
equal to Eighty-Eight Thousand Three Hundred Sixty-Five Dollars
($88,365.00).
2.2 Seller has investigated and will continue to perform
additional testing at the Langhorne Property in order to continue to
investigate the nature, source and extent of the hazardous and other
substances detected at the Langhorne Property, including, without
limitation, trichloroethene ("TCE"), methyl tertiary butyl ether ("MTBE")
and total petroleum hydrocarbons ("TPH"), and shall prepare and submit to
Purchaser (for Purchaser's review and approval, such approval not to be
unreasonably withheld) a complete remediation plan (including a detailed
budget) in order to remediate the TCE, MTBE and TPH to levels acceptable to
the Commonwealth of Pennsylvania ("Seller's Remediation Plan") on or before
July 8, 1999. Seller shall immediately perform any and all other tests
reasonably requested by Purchaser to determine the nature, source and
extent of the contamination at the Langhorne Property. Seller's Remediation
Plan shall be a commercially reasonable remediation plan that is based upon
the aforesaid test results, then prevailing site conditions, then
prevailing applicable laws and is designed to achieve, not later than June
8, 2002, Act 2 Protection (as hereinafter defined) for all hazardous and
other regulated substances which are detected above Statewide Health
Standards, as defined pursuant to the Land Recycling and Environmental
Remediation Standards Act, 35 P.S. 6026.101 et seq. ("Act 2"). Purchaser
shall endeavor to provide Seller with written notice of approval or
disapproval of Seller's Remediation Plan within five (5) business days
after Seller submits same to Purchaser. If Purchaser disapproves of
Seller's Remediation Plan, then Purchaser shall indicate in its notice of
disapproval the reasons why the Seller's Remediation Plan is unacceptable
to Purchaser. If Purchaser fails to give notice of approval or disapproval
within five (5) business days after Seller's Remediation Plan is submitted
to Purchaser, then Seller may give Purchaser a reminder notice, which
reminder notice shall specifically state that Purchaser's failure to
approve or disapprove of Seller's Remediation Plan within three (3)
business days thereafter shall result in the deemed approval of Seller's
Remediation Plan. Seller shall revise Seller's Remediation Plan promptly
after Seller's receipt of Purchaser's notice of disapproval. If Seller has
failed to secure Purchaser's approval of Seller's Remediation Plan by July
30, 1999, then Seller shall immediately commence implementation of a
remediation plan reasonably prepared by Purchaser which shall have been
delivered to Seller on or before July 25, 1999 ("Purchaser's Remediation
Plan"). Once Purchaser approves or is deemed to have approved Seller's
Remediation Plan, or in the alternative, once Purchaser provides Seller
with Purchaser's Remediation Plan (in either case, the plan to be
implemented will be hereinafter referenced as the "Plan of Remediation"),
Seller shall immediately commence implementation of the Plan of Remediation
and diligently prosecute same to completion; provided, however, if the Plan
of Remediation is Purchaser's Remediation Plan, then Purchaser may elect to
implement the Plan of Remediation, such election to be made, if at all,
when Purchaser submits Purchaser's Remediation Plan to Seller. If Purchaser
has not elected to implement the Plan of Remediation, then the Plan of
Remediation shall be fully implemented and completed by Seller by June 8,
2002 (not including any ongoing monitoring that may be required). The Plan
of Remediation must achieve statutory protection from liability for the
owner of the Langhorne Property, and for any of the owner's successors or
assigns, under Act 2, with no conditions or land use restrictions that
would limit use of the Langhorne Property for any industrial, commercial or
other business use or purpose whatsoever, or any other conditions, controls
or provisions that would adversely impact the value of the Langhorne
Property or Purchaser's interest therein (the "Act 2 Protection").
Notwithstanding anything to the contrary in this Section 2.2, if the Plan
of Remediation consists of passive remediation (as hereinafter defined),
Seller shall immediately begin active remediation (as hereinafter defined),
even if Seller already has begun passive remediation, if any of the
following occurs: (a) any TCE is found in any test result of the
groundwater at levels in excess of 76 parts per billion; (b) any MTBE or
any other regulated substance is found in any test result at a level above
Pennsylvania Statewide Health Standards then existing or later in use for
that substance; (c) there is any change in Pennsylvania cleanup standards
which makes such standards more stringent and results in a state regulated
need to remediate; or (d) Purchaser reasonably believes that passive
remediation may not be sufficient to attain Act 2 Protection for TCE, MTBE
or any other regulated substance for which such remediation has been
proposed and/or implemented. Any and all investigation and remediation
costs relating to the Plan of Remediation shall be borne by Seller;
provided, however, if the Plan of Remediation is Purchaser's Remediation
Plan and the primary difference between the Purchaser's Remediation Plan
and the Seller's Remediation Plan is the expected end date for attaining
Act 2 Protection, then Seller's liability for implementing the Plan of
Remediation (whether implemented by Seller or Purchaser) shall be limited
to Four Hundred Thousand Dollars ($400,000.00). If the Plan of Remediation
has not been fully implemented and completed, including the achievement of
Act 2 Protection, prior to the date of confirmation of the Plan of
Reorganization in the Bankruptcy Cases, then the Plan of Reorganization
shall expressly provide that Purchaser shall have an allowed super-priority
administrative expense claim, which shall have priority over any and all
administrative expenses of the kind specified in Sections 503(b) or 507(b)
of the Bankruptcy Code, equal to seventy-five percent (75%) of the budget
for completing the Plan of Remediation, and such amount shall be funded on
the effective date of any such confirmed Plan of Reorganization and placed
in the Environmental Remediation Account to pay for the cost of completing
the Plan of Remediation. Notwithstanding the foregoing, Seller shall use
its best efforts to have such super-priority administrative expense claim
approved by the Bankruptcy Court in an amount equal to one hundred percent
(100%) of the budget for completing the Plan of Remediation. Alternatively,
Seller may post a letter of credit in the aforesaid amount, issued by a
bank and otherwise in form and substance, acceptable to Purchaser. As used
herein: (a) "active remediation" means any method of remediation which
involves treatment or changing the concentration or nature of regulated
substances by the addition of chemicals or other substances or by causing
or inducing motion of materials; and (b) "passive remediation" means any
method of remediation other than "active remediation," and includes,
without limitation, natural attenuation, monitoring, engineering controls,
institutional controls, risk assessment, investigation, study and modeling.
2.3 Closing on the Langhorne Property shall be held on the
earlier to occur of: (a) the first (1st) business day that is at least
ninety (90) days after the Initial Closing; or (b) five (5) business days
after the execution of a "Buyer/Seller Agreement" with the Pennsylvania
Department of Environmental Protection ("DEP") pursuant to which Seller
performs the remediation and Purchaser receives from DEP a covenant not to
▇▇▇ for identified environmental conditions at the Langhorne Property.
Purchaser and Seller shall diligently work and cooperate to attempt to
enter into the aforesaid Buyer/Seller Agreement. Notwithstanding the
forgoing, Purchaser reserves the right to unilaterally accelerate the
Closing on the Langhorne Property upon the giving of five (5) business
days' prior written notice to Seller. All provisions of the Original
Agreement relating to the Initial Closing shall be equally applicable with
respect to the Closing on the Langhorne Property except that the Purchase
Price shall be the Liquidation Value allocated to the Langhorne Property in
the Original Agreement.
2.4 Simultaneously with the Closing on the Langhorne Property,
subject to Section 2.5 below, the Unitary Lease shall be amended as
follows:
(a) The purchaser of the Langhorne Property shall join in
the Unitary Lease as a landlord, the Langhorne Property shall become part
of the Demised Premises (as defined in the Unitary Lease) and Exhibit "C"
hereto shall be added to Exhibit "A" of the Unitary Lease.
(b) The Total Liquidation Value (as defined in the
Unitary Lease) and Market Value (as defined in the Unitary Lease) shall be
increased by Eight Hundred Twenty-Two Thousand Dollars ($822,000.00) and
One Million Four Hundred Sixty-One Thousand Nine Hundred Forty-Six Dollars
($1,461,946.00), respectively.
(c) The annual Basic Rent (as defined in the Unitary
Lease) shall be increased by an amount equal to Eighty-Eight Thousand Three
Hundred Sixty-Five Dollars ($88,365.00). Commencing on the first day of the
sixth year of the term of the Unitary Lease, and on every fifth anniversary
of such date thereafter during the initial term of the Unitary Lease or any
extension thereof, annual Basic Rent paid pursuant to the prior sentence
shall increase by five percent (5%) of the annual Basic Rent paid pursuant
to the prior sentence during the immediately preceding twelve (12) month
period.
(d) The Langhorne Property shall be designated as a Group
3 Redevelopment Property;
(e) Subject to Section 2.4(f) below, provided no Event of
Default (as defined in the Unitary Lease) then exists, the Unitary Lease
shall terminate solely as to the +/-86,000 square foot warehouse portion of
the ▇▇▇▇▇▇ Building (as defined in the Unitary Lease) located at the
Langhorne Property (the "Langhorne Warehouse") on the earlier of the
following dates: (1) the date Tenant surrenders and vacates the Langhorne
Warehouse; or (2) June 8, 2001 if Landlord (as defined in the Unitary
Lease): (i) notifies Tenant (as defined in the Unitary Lease) to vacate the
Langhorne Warehouse, such notice to be given on or before June 8, 2000; and
(ii) agrees to pay Tenant Five Hundred Thousand Dollars ($500,000.00) (the
"Langhorne Early Termination Fee"); or (3) June 8, 2002; and the Unitary
Lease shall remain in full force and effect as to the remaining portions of
the Demised Premises. The Langhorne Early Termination Fee shall be paid to
Tenant as follows: (A) Fifty Thousand Dollars ($50,000.00) when the notice
described in clause (ii) above is given; (B) Two Hundred Thousand Dollars
($200,000.00) within five (5) business days after Tenant surrenders and
vacates the Langhorne Warehouse; and (C) Two Hundred Fifty Thousand Dollars
($250,000.00) when Act 2 Protection has been achieved.
(f) If: (1) Landlord does not give the notice described
in Section 2.4(e)(2)(i) above; and (2) the Plan of Remediation is not being
implemented by Purchaser; and (3) Act 2 Protection has not been achieved by
June 8, 2002; then commencing on June 8, 2002 the annual Basic Rent under
the Unitary Lease with respect to the Langhorne Property shall increase
from Eighty-Eight Thousand Three Hundred Sixty-Five Dollars ($88,365.00) to
One Hundred Fifty-Seven Thousand One Hundred Fifty-Nine and 20/100 Dollars
($157,159.20). Commencing on the first day of the sixth year of the term of
the Unitary Lease, and on every fifth anniversary of such date thereafter
during the initial term of the Unitary Lease or any extension thereof,
annual Basic Rent paid pursuant to the prior sentence shall increase by
five percent (5%) of the annual Basic Rent paid pursuant to the prior
sentence during the immediately preceding twelve (12) month period.
(g) If: (1) Landlord gives the notice described in
Section 2.4(e)(2)(i) above; and (2) Act 2 Protection has not been achieved
by June 8, 2002; then Landlord shall have no obligation to pay Tenant the
Langhorne Early Termination Fee, and Tenant shall immediately repay to
Landlord the entire portion of the Langhorne Early Termination Fee received
to date.
(h) Except as set forth in Section 2.4(e) above, Tenant
shall have no right to terminate the Unitary Lease with respect to the
Langhorne Property unless Tenant achieves Act 2 Protection on or before the
expiration of the Optional Termination Period (as defined in the Unitary
Lease).
2.5 If CDC Mortgage Capital Inc., its successor and/or assign
("Lender") declines to finance the acquisition of the Langhorne Property,
then the Langhorne Property shall be leased to Seller pursuant to a
separate, stand alone lease (the "Langhorne Lease") upon the same terms and
conditions as the Unitary Lease (except such provisions as by their terms
are not applicable to the Langhorne Property). Seller's obligations under
the Langhorne Lease shall be cross-defaulted with the obligations of the
Seller under the Unitary Lease, but the obligations of the respective
landlords under the Langhorne Lease and the Unitary Lease shall not be
cross-defaulted.
2.6 The provisions of this Section 2 shall survive the Initial
Closing, the Langhorne Closing and any termination or expiration of the
Unitary Lease or Langhorne
Lease.
3. Miscellaneous Post-Closing Environmental Matters. Seller shall use
its best efforts to perform the work described in Exhibit "D" attached
hereto, including the delivery of final copies of all environmental reports
that have been delivered by facsimile. Any work related to radon or wetland
issues shall be performed at Purchaser's expense. The provisions of this
Section 3 shall survive the Initial Closing, the Langhorne Closing and any
termination or expiration of the Unitary Lease or Langhorne Lease.
4. Limitation on Seller's Debt. Section 30 of the Original Contract
is hereby deleted and replaced with the following:
Seller hereby covenants that during the two (2) year period
(the "Restriction Period) following the date (the
"Reorganization Date") the Bankruptcy Court's order approving
the Plan of Reorganization becomes a Final Order, none of the
entities comprising Seller (including, its parent, ▇▇▇▇▇▇
Furniture Incorporated) (each a "▇▇▇▇▇▇ Entity" and
collectively the "▇▇▇▇▇▇ Entities"), shall incur, through the
Plan of Reorganization or otherwise, unsecured funded debt
("Unsecured Debt") in excess of Fifty Million Dollars
($50,000,000.00) (the "Unsecured Debt Limit"); provided,
however, in the event of a merger or consolidation between any
one or more of the ▇▇▇▇▇▇ Entities and another company (the
"Other Company") which does not result in a reduction in the
pro forma audited tangible net worth of the company that
survives the merger or consolidation (the "Surviving Company")
(which pro forma audited tangible net worth shall be computed
according to generally accepted accounting principles
consistently applied) relative to the ▇▇▇▇▇▇ Entities' audited
tangible net worth immediately prior to the merger or
consolidation (which audited tangible net worth shall be
computed according to generally accepted accounting principles
consistently applied), the Unsecured Debt Limit of the
Surviving Company shall be increased, but only to the extent
that the ratio between the Surviving Company's EBITDA and
interest expense (which interest expense shall include any new
interest expense that, according to generally accepted
accounting principles consistently applied, must be reflected
on the Surviving Company's financial statements), both of which
shall be calculated on a pro-forma basis for the effects of the
merger or consolidation (including any interest on any
incremental debt that is acquired or proposed), for the twelve
(12) month period immediately preceding the merger or
consolidation would exceed 2:1. Seller further covenants that
neither the Plan of Reorganization nor any loan
documents evidencing the Unsecured Debt shall: (i) obligate any
▇▇▇▇▇▇ Entity or the Surviving Company to repay any principal
with respect to the Unsecured Debt during the three (3) year
period following the Reorganization Date; or (ii) obligate any
▇▇▇▇▇▇ Entity or the Surviving Company to pay interest at a
rate in excess of thirteen percent (13%) per annum; or (iii)
obligate any ▇▇▇▇▇▇ Entity or the Surviving Company to pay any
interest during the first six (6) months of the Restriction
Period. Seller further covenants that neither the Surviving
Company nor any ▇▇▇▇▇▇ Entity shall pay any dividends on any of
its capital stock during the Restriction Period, other than any
existing dividend obligations of the Other Company that are
retained by the Surviving Company. For purposes of this Section
30, Unsecured Debt shall not include the ▇▇▇▇▇▇ Entities'
secured working capital facility or Seller's obligations under
capital leases (other than the ▇▇▇▇▇▇ Lease, if such lease is
determined to be a capital lease). The provisions of this
Section 30 shall survive the Initial Closing, the Langhorne
Closing and any termination or expiration of the Unitary Lease
or Langhorne Lease.
5. No Other Amendments. In all other respects, the Original Agreement
is hereby ratified, remains in full force and effect and is unamended.
6. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
taken together shall constitute a single agreement.
[THIS SPACE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Seller and Purchaser have executed this Amendment
as of the day and year first above written.
PURCHASER:
▇▇▇▇▇▇ ▇▇ HARTFORD, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ PARAMUS, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ ST. ▇▇▇▇, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ OXNARD, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ MODESTO, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ PORTLAND - ▇▇▇▇▇▇▇, L.L.C., a
Delaware limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ PORTLAND - SCHOLLS, L.L.C., a
Delaware limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ SEATTLE, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ SACRAMENTO, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ FIELD, L.L.C., a
Delaware limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ WOODBRIDGE, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ MESA, L.L.C., a Delaware limited
liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ MINNEAPOLIS, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ CHERRY HILL, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ FARMINGDALE, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ WILLOWBROOK, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ LANGHORNE, L.P., a Delaware
limited liability company
By: ▇▇▇▇▇▇ ▇▇-▇▇, L.L.C., a Delaware
limited liability company, its
general partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
_____________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ NORTHRIDGE, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ REDONDO BEACH, L.L.C., a
Delaware limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ SAN FRANCISCO, L.L.C., a
Delaware limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ SAN LEANDRO, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ FRESNO, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
___________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
ATTEST: SELLER:
▇▇▇▇▇▇ FURNITURE CORPORATION, a Florida
corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Name: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: Vice President
[corporate seal]
▇▇▇▇▇▇ FURNITURE REALTY
CORPORATION, a Florida corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Name: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: President
[corporate seal]
▇▇▇▇▇▇ FURNITURE COMPANY OF THE
MIDWEST, INC., a Colorado corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Name: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: Vice President
[corporate seal]
▇▇▇▇▇▇ FURNITURE COMPANY OF THE
MIDWEST REALTY, INC., a Colorado
corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Name: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: President
[corporate seal]
▇▇▇▇▇▇ FURNITURE COMPANY OF THE
PACIFIC, INC., a California corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Name: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: Vice President
[corporate seal]
▇▇▇▇▇▇ FURNITURE COMPANY OF
WASHINGTON, INC., a Washington corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Name: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: Vice President
[corporate seal]
▇▇▇▇▇▇ FURNITURE COMPANY OF
WASHINGTON REALTY, INC., a Washington
corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________________
Name: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: President
[corporate seal]
Exhibit "A"
List of ▇▇▇▇▇▇' Subsidiaries
▇▇▇▇▇▇ Furniture Realty Corporation, a Florida corporation
▇▇▇▇▇▇ Furniture Company of the Midwest, Inc., a Colorado corporation
▇▇▇▇▇▇ Furniture Company of the Midwest Realty, Inc., a Colorado corporation
▇▇▇▇▇▇ Furniture Company of the Pacific, Inc., a California corporation
▇▇▇▇▇▇ Furniture Company of Washington, Inc., a Washington corporation
▇▇▇▇▇▇ Furniture Company of Washington Realty, Inc., a Washington corporation
Exhibit "B"
List of Entities Comprising Purchaser and the Property to be Acquired by Each
Name Property
▇▇▇▇▇▇ ▇▇ Hartford, L.L.C. Hartford, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Paramus, L.L.C. Paramus, ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ St. ▇▇▇▇, L.L.C. St. ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Oxnard, L.L.C. Oxnard, ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Modesto, L.L.C. Modesto, ▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Portland - Scholls, L.L.C. Portland 2, ▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇., ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Portland - ▇▇▇▇▇▇▇, L.L.C. Portland, ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇ ▇▇.,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Seattle, L.L.C. Seattle 2, ▇▇▇▇▇ ▇▇ ▇▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Sacramento, L.L.C. Sacramento, ▇▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ Field, L.L.C. Roosevelt Field, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇.,
▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Woodbridge, L.L.C. Woodbridge, ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇ 06489-1594
▇▇▇▇▇▇ ▇▇ Mesa, L.L.C. Mesa, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Minneapolis, L.L.C. Minneapolis, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Cherry Hill, L.L.C. Cherry Hill, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Farmingdale, L.L.C. Farmingdale, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Langhorne, ▇.▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Willowbrook, L.L.C. Willowbrook, ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Northridge, L.L.C. Northridge, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Redondo Beach, L.L.C. Redondo Beach, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇.,
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ San Francisco, L.L.C San Francisco, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.,
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ San Leandro, L.L.C. San Leandro, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.,
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ Fresno, L.L.C. Fresno, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇, L.L.C. La ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇.,
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Exhibit "C"
Site Plan for Langhorne Property
Exhibit "D"
Miscellaneous Post-Closing Environmental Work