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CONFORMED COPY
AMENDMENT No. 2, CONSENT AND WAIVER dated as of
July 23, 1998 (this "Amendment"), to the Restated Credit
Agreement dated as of August 15, 1997 (as the same has
heretofore been and may be further amended, restated or
modified from time to time, the "Credit Agreement"),
among LIFESTYLE FURNISHINGS INTERNATIONAL LTD., a
Delaware corporation (the "Parent Borrower"); each
subsidiary of the Parent Borrower (each, a "Subsidiary
Borrower" and collectively, the "Subsidiary Borrowers";
the Parent Borrower and the Subsidiary Borrowers are
collectively referred to herein as the "Borrowers");
FURNISHINGS INTERNATIONAL INC., a Delaware corporation
("Holdings"); the Lenders from time to time party
thereto; THE CHASE MANHATTAN BANK, a New York banking
corporation, as swingline lender (in such capacity, the
"Swingline Lender"), as administrative agent (in such
capacity, the "Administrative Agent") and as collateral
agent (in such capacity, the "Collateral Agent") for the
Lenders; THE FIRST NATIONAL BANK OF CHICAGO, as issuing
bank (in such capacity, the "Issuing Bank") and as
Co-Agent; and CIBC, as Co-Agent.
A. Pursuant to the Credit Agreement, the Lenders have extended and
agreed to extend credit to the Borrowers on the terms and subject to the
conditions set forth therein.
B. The Parent Borrower has advised the Administrative Agent that it
wants to repurchase and redeem up to $200,000,000 face principal amount of
Subordinated Notes (including the payment of interest accrued thereon and the
payment of any premium in connection therewith, the "Subdebt Prepayment") and to
solicit consents to and make effective an amendment to the Indenture governing
the Subordinated Notes that would eliminate substantially all of the covenants
set forth therein (including the payment of a consent fee in connection
therewith, the "Consent Solicitation" and, together with the Subdebt Prepayment,
the "Subdept Prepayment and Consent Solicitation").
C. The Borrowers have requested that the Required Lenders (i)
consent to the Subdebt Prepayment and Consent Solicitation, (ii) agree to waive
certain provisions of the Credit Agreement, in each case to the extent, but only
to the extent, necessary to
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permit the Subdebt Prepayment and Consent Solicitation and (iii) agree that,
notwithstanding any provision of the Credit Agreement to the contrary, none of
the payments made in connection with the Subdebt Prepayment and Consent
Solicitation shall constitute a "Restricted Payment" for any purpose.
D. The Required Lenders are willing to grant such consents and
waivers on the terms and subject to the conditions set forth herein.
E. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Consent. The Required Lenders hereby consent to the
Subdebt Prepayment and Consent Solicitation and agree that, notwithstanding any
provision of the Credit Agreement to the contrary, none of the payments made in
connection with the Subdebt Prepayment and Consent Solicitation shall constitute
a "Restricted Payment" for any purpose.
SECTION 2. Waiver. The Required Lenders hereby waive the provisions
of Section 6.08 of the Credit Agreement to the extent, but only to the extent,
necessary to permit the Subdebt Prepayment and Consent Solicitation, without
treating any of the payments made in connection therewith as a "Restricted
Payment" for any purpose.
SECTION 3. Representations and Warranties. To induce the other
parties hereto to enter into this Amendment, each of the Borrowers represents
and warrants to each other party hereto that, after giving effect to this
Amendment, (a) the representations and warranties set forth in Article III of
the Credit Agreement will be true and correct in all material respects on and as
of the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date, and (b) no Default or Event of Default will
have occurred and be continuing.
SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective at such time as the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of the
Borrowers and the Required Lenders.
SECTION 5. Effect of Amendment. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect, the rights and remedies of the
Lenders or the Agents under the Credit Agreement or any other Loan Document, and
shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in
all respects and shall continue in full force and effect. Nothing herein
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shall be deemed to entitle the Borrowers to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances. This Amendment shall
apply and be effective only with respect to the provisions of the Loan Documents
specifically referred to herein. This Amendment shall constitute a Loan Document
for all purposes of the Credit Agreement.
SECTION 6. Expenses. The Borrowers agree to pay the reasonable
out-of-pocket costs and expenses incurred by the Administrative Agent in
connection with the preparation of this Amendment, including reasonable
attorneys' fees.
SECTION 7. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto on separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all of which together shall constitute a single instrument. Delivery of an
executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 8. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. Headings. The headings of this Amendment are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers, all as of the date and year
first above written.
LIFESTYLE FURNISHINGS INTERNATIONAL
LTD., as the Parent Borrower,
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President, Treasurer and
Chief Financial Officer
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THE BERKLINE CORPORATION,
DREXEL HERITAGE FURNISHINGS INC.,
HENREDON FURNITURE INDUSTRIES, INC.,
INTRO EUROPE, INC.,
LA BARGE, INC.,
LEXINGTON FURNITURE INDUSTRIES, INC.,
▇▇▇▇▇▇▇▇-▇▇▇▇▇, INC.,
MARBRO LAMP COMPANY,
THE ▇▇▇▇▇▇ ▇▇▇▇▇ GROUP, INC.,
▇▇▇▇▇▇ ▇▇▇▇▇ FABRICS OF N.Y., INC.,
SUNBURY TEXTILE ▇▇▇▇▇, INC.,
UNIVERSAL FURNITURE LIMITED,
each as a Subsidiary Borrower,
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
LIFESTYLE HOLDINGS, LTD.,
by
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
FURNISHINGS INTERNATIONAL INC.,
by
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
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THE CHASE MANHATTAN BANK,
individually and as Administrative
Agent, Collateral Agent and
Swingline Lender,
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Issuing Bank,
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
CIBC, individually and as Co-Agent,
by
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Executive Director
CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp.,
as Agent
WACHOVIA BANK,
by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
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COMERICA BANK,
by
/s/ ▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY,
by
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Name:
Title:
CREDIT LYONNAIS,
by
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Name:
Title:
DRESDNER BANK,
by
/s/ B. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: B. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
by
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
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FIRST UNION NATIONAL BANK,
by
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, New York Branch,
by
/s/ Koji Sasayama
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Name: Koji Sasayama
Title: Deputy General Manager
THE MITSUBISHI TRUST & BANKING
CORPORATION,
by
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
SANWA BANK LTD.,
by
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Name:
Title:
THE BANK OF NEW YORK,
by
/s/ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
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THE BANK OF SCOTLAND,
by
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Name:
Title:
BANQUE NATIONALE DE PARIS,
by
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Name:
Title:
DG BANK,
by
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Name:
Title:
DAI ICHI KANGYO BANK LTD.,
by
/s/ Nobuyasu Fukatsu
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Name: Nobuyasu Fukatsu
Title: Vice President
FIRST AMERICAN NATIONAL BANK,
by
/s/ H. ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: H. ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
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SAKURA BANK LTD.,
by
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Name:
Title:
THE SUMITOMO BANK, LIMITED
by
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President & Manager
SUNTRUST BANKS INC.,
by
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
by
/s/ ▇▇▇▇▇▇▇ ▇. Pick
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Name: ▇▇▇▇▇▇▇ ▇. Pick
Title: Vice President
PNC BANK, National Association,
by
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Name:
Title: