THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
c/o Prudential Capital Group
Four Gateway Center
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000
October 14, 1996
Xxxxxxx Furniture Company, Inc.
Xxx. 00 Xxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Vice President of Finance
Re: 7.28% Senior Notes due 2004 and 7.57% Series A Senior
Notes due 2005
Gentlemen:
Reference is made to the Note Agreements dated February 15,
1994 and June 29, 1995 (the "Note Agreements") between Xxxxxxx
Furniture Company, Inc. (the "Company") and The Prudential
Insurance Company of America ("Prudential"). Capitalized terms
used herein without definition have the meanings ascribed to such
terms in the Note Agreement.
The Company has advised Prudential that XX-Xxx Acquisition
Fund, L.P. and certain affiliates of the Xxxxxx X. Xxx Company
(collectively, "Xxx") are pursuing a secondary offering to the
public (the "Public Offering") to sell all of the common stock of
the Company currently owned by Xxx (the "Xxx Stock"). The Company
will not be offering any shares of its Common Stock in the Public
Offering. In the event that the underwriters do not exercise their
overallotment option in full, the Company intends to repurchase the
remaining Xxx Stock. Notwithstanding anything to the contrary
contained in paragraphs 6B of each of the Note Agreements,
Prudential hereby consents and agrees that, in the event that (a)
the Public Offering is completed and (b) the underwriters do not
exercise their overallotment option in full, the repurchase by the
Company for a purchase price of up to $10,000,000 of the remaining
Xxx Stock after the consummation of the Public Offering shall not
constitute a Restricted Payment.
Very truly yours,
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By:
Acknowledged and agreed to this Vice President
14th day of October, 1996.
XXXXXXX FURNITURE COMPANY, INC.
By:
Xxxxxxx X. Xxxxx, Vice President of Finance 10QExh4.1
