GENERAL ELECTRIC CAPITAL CORPORATION
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
August 14, 1997
The Parties listed on Schedule A attached hereto (the
"Permal Group")
c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Permal Capital Management, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is hereby made to the Stockholders Agreement
dated as of August 26, 1996, by and among ▇▇▇▇▇▇'▇
Furniture, Inc. (the "Company") and each of the stockholders
of the Company listed on the signature pages thereof (the
"Stockholders Agreement"), and the Registration Rights
Agreement dated as of August 26, 1996, by and among the
Company and each of the stockholders of the Company listed
on the signature pages thereof (the "Registration Rights
Agreement").
By executing this letter agreement (this "Agreement"),
each of the undersigned signatories to the Stockholders
Agreement and the Registration Rights Agreement agree that,
notwithstanding any provision of the Stockholders Agreement
and the Registration Rights Agreement, (i) Japan Omnibus
Ltd. (formerly known as ▇▇▇▇▇ Investments, Inc., "JOL")
shall be permitted to offer for sale or sell a maximum of
2,000,000 shares in the aggregate and a minimum of 1,000,000
shares of the Company's Common Stock, par value $.001 per
share ("Common Stock") and (ii) members of the Permal Group
shall be permitted to offer for sale or sell a maximum
amount of shares of Common Stock in the aggregate (with such
shares being allocated among the members of the Permal Group
as JOL may determine) equal to (x) 2,000,000 minus (y) the
amount of shares of Common Stock that JOL elects to offer
for sale or sell under this paragraph, at any time after the
date of this Agreement, pursuant to a registration statement
of the Company under the Securities Act of 1933. This
letter shall be construed as a consent of GECC under Section
2.8(a) of the Registration Rights Agreement with respect to
the matters described in this paragraph.
Very truly yours,
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
---------------------------
Name:
Title:
Please confirm your agreement with the foregoing by signing
below:
▇▇▇▇▇▇'▇ FURNITURE, INC.
By:
--------------------
Name:
Title:
JAPAN OMNIBUS LTD.
(formerly known as ▇▇▇▇▇ INVESTMENTS, INC.)
By:
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Name:
Title:
SCHEDULE A: THE PERMAL GROUP
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Permal Capital Management, Inc.
Permal Services, Inc.
Permal Capital Partners, L.P.
Permal Asset Management
Permal Special Opportunities, Ltd.
Japan Omnibus Ltd. (formerly known as
▇▇▇▇▇ Investments, Inc.)
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
United Gulf Bank (B.S.C.) E.C.
Kuwait Investment Projects
ATCO Holdings Ltd.
ATCO Development, Inc.