Exhibit 99.3
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1 (the "Amendment") to the REGISTRATION RIGHTS
AGREEMENT, dated as of November 9, 1992 (the "Agreement"), made
by and among Xxxxxxx Furniture Company, Inc., a Delaware
corporation (the "Company"), XX-Xxx Acquisition Fund II, L.P., a
Delaware limited partnership, XX-Xxx Acquisition Fund (Retirement
Accounts) II, L.P., a Delaware limited partnership, XX-Xxx
Acquisition Fund, L.P., a Delaware limited partnership
(collectively, the "XX-Xxx Funds"), and the persons listed on
Schedule 1 thereto (the "Xxx Stockholders", and together with the
XX-Xxx Funds, the "Xxx Group"), and Schedule 2 thereto (the
"Management Stockholders") is entered into as of June 27, 1997
between the Company, the Xxx Group and the Management
Stockholders.
The XX-Xxx Funds and certain other stockholders of the
Company (the "Selling Stockholders") desire to sell shares of
common stock, $.02 par value, of the Company (the "Shares") to
the Company and the Company desires to purchase such Shares
pursuant to a Stock Purchase Agreement to be entered between the
Selling Stockholders and the Company (the "Stock Purchase
Agreement"). The Company, the Xxx Group and the Management
Stockholders desire to amend the Agreement as set forth below in
connection with the execution of the Stock Purchase Agreement and
the transactions contemplated thereby.
The parties hereby agree to amend the Agreement as follows:
1. Effective as of the Closing Date pursuant to the Stock
Purchase Agreement (the "Closing Date"), Section 2.1(a) of the
Agreement shall be amended by deleting the clause "provided,
however, that the Xxx Group and their successors, transferees and
successive transferees shall be entitled to initiate only three
Share Demand Registrations" in the first sentence thereof and by
inserting "provided, however, that after the date of Amendment
No. 1 to this Agreement, the Xxx Group and their successors,
transferees and successive transferees shall be entitled to
initiate only one Share Demand Registration" in its place.
2. Except as expressly set forth in this Amendment, all other
terms and conditions of the Agreement shall remain in full force
and effect. Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to such terms in the
Agreement.
3. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original but all
of which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above
written.
XXXXXXX FURNITURE COMPANY, INC.
By: s/Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
President
XXXXXX X. XXX, as the Xxx Group
Representative
s/Xxxxxx X. Xxx
XXXXXX X. XXXXXXXXX, as the
Management Representative
s/Xxxxxx X. Xxxxxxxxx
