SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED: OCTOBER 6, 2004 $95,000,000Loan and Security Agreement • October 12th, 2004 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Illinois
W I T N E S S E T HSupplemental Indenture • July 20th, 1999 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • New York
RECITALSAsset Purchase Agreement • September 18th, 1997 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Missouri
INDENTUREFalcon Products Inc /De/ • July 20th, 1999 • Miscellaneous furniture & fixtures • New York
WAIVER AND AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 15th, 2004 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Illinois
EXHIBIT (C)(4) STOCKHOLDER AGREEMENT This Stockholder Agreement dated May 5, 1999 (this "Agreement"), is made and entered into among Falcon Products, Inc., a Delaware corporation ("Parent"), SY Acquisition, Inc., a Delaware corporation and a wholly...Stockholder Agreement • May 12th, 1999 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Delaware
A. Subsection 1.1 of the Credit Agreement is hereby amended by adding thereto the definitions listed on Schedule A hereto, in ---------- appropriate alphabetical order. Exhibit XVIII attached hereto is hereby made ------------- a part of the Credit...Credit Agreement • May 9th, 2002 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • New York
AGREEMENT OF PURCHASE AND SALE OF ASSETS by and betweenAgreement • January 24th, 1996 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • California
EXHIBIT (C)(2) May 5, 1999 Shelby Williams Industries, Inc. 11-111 Merchandise Mart Chicago, IL 60654 Attention: Paul N. Steinfeld Chairman of the Board and Chief Executive Officer Gentlemen: Reference is made to the Agreement and Plan of Merger (the...Falcon Products Inc /De/ • May 12th, 1999 • Miscellaneous furniture & fixtures
in the event of the termination by Shelby Williams of the employment of any of them for any reason other than cause, disability, or retirement. "Cause" means (i) the breach by the Employee of the terms of his or her employment which is not cured within five (5) days following receipt of written notice, (ii) neglect of duty, (iii) gross negligence, (iv) reckless or willful misconduct, or (v) the conviction (or plea of nolo contendere) of a crime which constitutes a felony in the jurisdiction involved. "Disability" means that the Employee is unable to perform his or her duties as a result of physical or mental incapacity which continues for a period of thirteen (13) consecutive weeks or twenty-six (26) weeks in any fifty-two (52) week period. "Middle Manager" means a person who on the date of the Agreement and Plan of Merger was an Employee of Shelby Williams (other than the persons named in Section 6.13 of the Agreement), has the word manager in his or her title, and either (i) manages
1 AGREEMENT OF PURCHASE AND SALE OF ASSETS by and betweenAgreement of Purchase and Sale • January 24th, 1996 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • California
THIS INVESTOR RIGHTS AGREEMENT is entered into as of the 6th day of October, 2004 (this "Agreement"), by and among (i) FALCON PRODUCTS, INC., a --------- Delaware corporation (the "Company"), (ii) LEVINE LEICHTMAN CAPITAL PARTNERS ------- III, L.P., a...Investor Rights Agreement • October 12th, 2004 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("AGREEMENT") is made as of the 6th day of December, 2000 ("EFFECTIVE DATE"), by and between FALCON PRODUCTS, INC., a Delaware corporation ("EMPLOYER"), and DAVID L. MORLEY ("EXECUTIVE"). WHEREAS,...Employment Agreement • January 25th, 2001 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Missouri
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • January 30th, 1997 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures
BETWEENAsset Purchase Agreement • August 30th, 2005 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Missouri
The Company and Oaktree are parties to the Amended and Restated Loan and Security Agreement, dated as of January 15, 2004 (as the same has been and may be amended, restated or modified from time to time, the "Loan Agreement"), among Fleet Capital...Registration Rights Agreement • June 15th, 2004 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Delaware
ANDLoan Agreement • June 16th, 1998 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Missouri
AMONGCredit Agreement • July 20th, 1999 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • New York
FALCON PRODUCTS, INC. as IssuerExchange Registration Rights Agreement • July 20th, 1999 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • New York
FALCON PRODUCTS, INC. THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 11th, 2001 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • New York
BY AND AMONGLoan and Securities Purchase Agreement • October 12th, 2004 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • New York
Exhibit (C)(3) STOCKHOLDER AGREEMENT This Stockholder Agreement dated May 5, 1999 (this "Agreement"), is made and entered into among Falcon Products, Inc., a Delaware corporation ("Parent"), SY Acquisition, Inc., a Delaware corporation and a wholly...Stockholder Agreement • May 12th, 1999 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Delaware
EXHIBIT (C)(5) STOCKHOLDER AGREEMENT This Stockholder Agreement dated May 5, 1999 (this "Agreement"), is made and entered into among Falcon Products, Inc., a Delaware corporation ("Parent"), SY Acquisition, Inc., a Delaware corporation and a wholly...Stockholder Agreement • May 12th, 1999 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Delaware
EXHIBIT (C)(1) AGREEMENT AND PLAN OF MERGER AMONG FALCON PRODUCTS, INC. SY ACQUISITION, INC. AND SHELBY WILLIAMS INDUSTRIES, INC. Dated as of May 5, 1999Agreement and Plan of Merger • May 12th, 1999 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Delaware
Offer to Purchase for Cash All Outstanding Shares of Common Stock of Shelby Williams Industries, Inc. at $16.50 Net Per Share by SY Acquisition, Inc. a direct wholly owned subsidiary of Falcon Products, Inc. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE...Falcon Products Inc /De/ • May 12th, 1999 • Miscellaneous furniture & fixtures
EXHIBIT (C)(6) Confidentiality Agreement dated April 22, 1999 between Shelby Williams Industries, Inc. ("Shelby Williams") and Falcon Products, Inc. ("Falcon"). As used in this Agreement, the party disclosing Evaluation Material (as defined Herein) is...Confidentiality Agreement • May 12th, 1999 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • Illinois
Confidentiality Agreement dated April 22, 1999 between Shelby Williams Industries, Inc. ("Shelby Williams") and Falcon Products, Inc. ("Falcon"). As used in this Agreement, the party disclosing Evaluation Material (as defined Herein) is referred to as the "Disclosing Party" and the party receiving Evaluation Material is referred to as the "Recipient."
POST-PETITION CREDIT AGREEMENT Dated as of February 4, 2005 by and among FALCON PRODUCTS, INC., SHELBY WILLIAMS INDUSTRIES, INC., SELLERS & JOSEPHSON INC., EPIC FURNITURE GROUP, INC., HOWE FURNITURE CORPORATION, FALCON HOLDINGS, INC., THE FALCON...Petition Credit Agreement • February 7th, 2005 • Falcon Products Inc /De/ • Miscellaneous furniture & fixtures • New York
WHEREAS, the Borrowers have filed the Chapter 11 Cases (as defined below) and the Lenders have agreed to provide a credit facility to the Borrowers to finance operations during the Chapter 11 Cases and for the other purposes specified herein.
EXHIBIT (C)(2) May 5, 1999 Shelby Williams Industries, Inc. 11-111 Merchandise Mart Chicago, IL 60654 Attention: Paul N. Steinfeld Chairman of the Board and Chief Executive Officer Gentlemen: Reference is made to the Agreement and Plan of Merger (the...Falcon Products Inc /De/ • May 12th, 1999 • Miscellaneous furniture & fixtures
in the event of the termination by Shelby Williams of the employment of any of them for any reason other than cause, disability, or retirement. "Cause" means (i) the breach by the Employee of the terms of his or her employment which is not cured within five (5) days following receipt of written notice, (ii) neglect of duty, (iii) gross negligence, (iv) reckless or willful misconduct, or (v) the conviction (or plea of nolo contendere) of a crime which constitutes a felony in the jurisdiction involved. "Disability" means that the Employee is unable to perform his or her duties as a result of physical or mental incapacity which continues for a period of thirteen (13) consecutive weeks or twenty-six (26) weeks in any fifty-two (52) week period. "Middle Manager" means a person who on the date of the Agreement and Plan of Merger was an Employee of Shelby Williams (other than the persons named in Section 6.13 of the Agreement), has the word manager in his or her title, and either (i) manages
