STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this Agreement), dated as of November
11,1997, is among ▇▇▇▇▇▇▇ Furniture Company, Inc., a Delaware corporation
(the Company),and the Selling Stockholders listed on Schedule 1 hereto.
A. The Selling Stockholders own an aggregate of 826,402 shares of
common stock, $.02 par value, of the Company (the Common
Stock);
B. The Selling Stockholders desire to sell 413,201 shares of
Common Stock (the Redemption Shares) to the Company, and the
Company desires to purchase the Redemption Shares from the
Selling Stockholders, all on the terms set forth herein.
In consideration of the mutual promises, representations, warranties,
covenants and
conditions set forth in this Agreement, the parties to this Agreement
mutually agree as
follows:
1. Purchase and Sale of Redemption Shares. Subject to the terms and
conditions herein
provided, the Company hereby agrees to purchase and pay for, and each of the
Selling
Stockholders hereby agrees to sell and transfer, the number of Redemption
Shares as set forth
opposite the name of such Selling Stockholder on Schedule 1 hereto. The
consideration for the
sale and transfer of the Redemption Shares shall be $25.00 per share. The
closing of the
foregoing transactions (the Closing) shall occur on November 11, 1997 at
such location as is
mutually agreeable to the parties or at such other time and location as are
mutually agreeable
to the parties. The Selling Stockholders shall make delivery of the
Redemption Shares to the
Company at the Closing by delivering to the Company, or its authorized
representative, the
certificates representing the Redemption Shares duly endorsed or with stock
powers attached
thereto duly signed, against payment of the purchase price in cash, check or
by wire transfer.
2. Representations and Warranties of the Selling Stockholders. (A)
Each of the Selling
Stockholders represents and warrants to the Company as follows:
a. The execution and delivery of this Agreement and the
performance by such
Selling Stockholder of such Selling Stockholders obligations hereunder have
been duly
authorized by all necessary action by such Selling Stockholder and this
Agreement is a legal,
valid and binding agreement of such Selling Stockholder, enforceable against
such Selling
Stockholder in accordance with its terms.
b. The Redemption Shares set forth opposite such Selling
Stockholder in Schedule 1
hereto are owned beneficially and of record by such Selling Stockholder,
there exist no liens,
options, charges, adverse claims or encumbrances of any kind, including any
margin loans,
affecting such Redemption Shares and upon delivery of such Redemption Shares,
the
Company will own such Redemption Shares free and clear of any lien, option,
charge, adverse
claim or encumbrance of any kind.
c. The consummation by such Selling Stockholder of the
transactions contemplated
by this Agreement will not, as applicable, violate any provision of the
charter or governing
documents of such Selling Stockholder, or violate any provision of, or
constitute a default
under, any mortgage, deed of trust, indenture, or other agreement or
instrument, to which such
Selling Stockholder is a party or by which any of its assets are bound, or
violate or conflict
with any existing law, order, rule, regulation, writ, injunction, judgment or
decree of any
government, governmental instrumentality, agency or body, arbitration
tribunal, or court,
domestic or foreign, having jurisdiction over such Selling Stockholder or
such Selling
Stockholder's property.
(B) Each of the ▇▇-▇▇▇ Acquisition Fund, L.P., ▇▇-▇▇▇ Acquisition
Fund II,
L.P. and ▇▇-▇▇▇ Acquisition Fund (Retirement Accounts) II, L.P. represents
that it has
elected to operate as a Business Development Company within the meaning of
the
Investment Company Act of 1940, as amended.
3. Representations and Warranties of the Company. The Company
represents and
warrants to the Selling Stockholders as follows:
a. The execution and delivery of this Agreement and the
performance by the
Company of its obligations hereunder have been duly authorized by all
necessary
action by the Company and this Agreement is a legal, valid and binding
agreement of the
Company, enforceable against it in accordance with its terms.
b. The consummation by the Company of the transactions
contemplated by this
Agreement will not violate any provision of the Certificate of Incorporation
or Bylaws of the
Company, or violate any provision of, or constitute a default under, any
mortgage, deed of
trust, indenture, or other agreement or instrument, to which the Company is
a party or by
which any of its assets are bound, or violate or conflict with any existing
law, order, rule,
regulation, writ, injunction, judgment or decree of any government,
governmental
instrumentality, agency or body, arbitration tribunal, or court, domestic or
foreign, having
jurisdiction over the Company or the Companys property.
4. Conditions. In addition to the other conditions contained
herein, the obligation of
the Selling Stockholders to sell and transfer, and the obligation of the
Company to purchase
and pay for, the Redemption Shares is subject to the meeting of each of the
following
conditions at or prior to the Closing:
a. With respect to the obligations of the Company, each of
the representations
and warranties of the Selling Stockholders contained in this Agreement shall
be true and
correct in all respects as of the date of this Agreement and as of the
Closing.
b. With respect to the obligations of the Selling
Stockholders, each of the
representations and warranties of the Company contained in this Agreement
shall be true and
correct in all respects as of the date of this Agreement and as of the
Closing.
c. Neither the Company nor the Selling Stockholders shall
be prohibited by
any action, order, judgment or injunction of a court of competent
jurisdiction from purchasing
or selling the Redemption Shares under this Agreement.
5. Termination. Either the Company or the Selling Stockholders
may elect to
terminate this Agreement if the Redemption Shares shall not have been
redeemed on or before
November 30, 1997.
6. Amendment. This Agreement may be amended at any time prior to
the Closing
provided that any such amendment is approved in writing by each of the
parties. All
representations and warranties of the Company and the Selling Stockholders
which are true
and correct as modified and approved in any such amendment shall be deemed
true and
correct for the purposes of Sections 2 and 3.
7. Extension; Waiver. At any time prior to the Closing either
party to this
Agreement may (i) extend the time for the performance of any of the
obligations of the other
party, (ii) waive a breach of a representation or warranty of the other
party, or (iii) waive
compliance by the other party with any of the agreements or conditions
contained herein. Any
such extension or waiver shall be valid if set forth in a written instrument
signed by the party
giving the extension or waiver.
8. Notices. All notices and other communications given hereunder
shall be in
writing. Notices shall be effective when delivered, if delivered personally.
Otherwise, they
shall be effective when sent to the parties at the addresses or numbers
listed below, as follows:
(i) on the business day delivered (or the next business day following
delivery if not delivered
on a business day) if sent by a local or long distance courier, prepaid
telegram, telefax or
other facsimile means, or (ii) three days after mailing if mailed by
registered or certified U.S.
mail, postage prepaid and return receipt requested.
If to the Company to:
▇▇▇▇▇▇▇ Furniture Company
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Telefax No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esquire
McGuire, Woods, Battle & ▇▇▇▇▇▇, L.L.P.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telefax No.: (▇▇▇) ▇▇▇-▇▇▇▇
If to a Selling Stockholder to:
the address set forth for such Selling Stockholder in Schedule 1
hereto, with a copy to:
▇▇▇▇▇ ▇▇▇▇▇▇, Esquire
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telefax No.: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address or number as a party may designate by giving notice
of the change in
the manner set forth above.
9.Miscellaneous. This Agreement (i) constitutes the entire agreement
and supersedes all
other prior agreements and understandings, both written and oral, among the
parties with
respect to the subject matter hereof; (ii) is not intended to and shall not
confer upon any
person or entity, other than the parties hereto, any rights or remedies with
respect to the
subject matter hereof; and (iii) shall not be assigned by operation of law or
otherwise.
10. Section Headings. Section headings are included solely for
convenience and are
not to be considered to be part of this Agreement and are not intended to be
accurate
descriptions of the contents thereof.
11. Assignment. This Agreement shall be binding upon and inure to
the benefit of
the parties thereto and their respective transferees, successors and assigns;
provided, however,
no party may assign this Agreement without the written consent of the other
parties to this
Agreement.
12. Counterparts. This Agreement 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.
13. Choice of Law. All questions as to the interpretation and
effect of this
Agreement shall be determined under the laws of the State of Delaware,
excluding the choice
of law principles thereof.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed
on and as of the date first written above.
▇▇▇▇▇▇▇ FURNITURE COMPANY, INC.
By:
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
Finance
and Administration
▇▇-▇▇▇ ACQUISITION FUND L.P.
By: Mezzanine Investments,
L.P.
Its Managing General
Partner
By: ML Mezzanine Inc.
Its General Partner
By:
Name:
Title:
▇▇-▇▇▇ ACQUISITION FUND II, L.P.
By: Mezzanine Investments II,
L.P.
Its Managing General Partner
By: ML Mezzanine II Inc.
Its General Partner
By:
Name:
Title:
▇▇-▇▇▇ ACQUISITION FUND
(RETIREMENT ACCOUNTS) II, L.P.
By: Mezzanine Investments II,
L.P.
Its Managing General Partner
By: ML Mezzanine II Inc.
Its General Partner
By:
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, N.A.,
NOT
INDIVIDUALLY, BUT AS TRUSTEE
FOR THE
1989 ▇▇▇▇▇▇ ▇. ▇▇▇ NOMINEE
TRUST,
DATED 9/29/89
By:______________________________
Name:
Title:
_________________________________
▇▇▇▇ ▇. Childs
_________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
_________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
_________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________________
▇. ▇▇▇▇▇▇ ▇▇▇▇
_________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ & CO.
By:_______________________________
Name:
Title:
Schedule 1
Name of Selling Stockholders No. of Shares Consideration
▇▇-▇▇▇ Acquisition Fund, L.P. 400,718 $10,017,950
▇▇-▇▇▇ Acquisition Fund II, L.P. 3,460 $86,500
▇▇-▇▇▇ Acquisition Fund
(Retirement Accounts) II, L.P 2,772 $69,300
State Street Bank & Trust Company of Connecticut,
N.A., Not Individually, But as Trustee for the 1989
▇▇▇▇▇▇ ▇. ▇▇▇ Nominee Trust, Dated 9/29/89
4,490 $112,250*
▇▇▇▇ ▇. Childs 308 $7,700
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 206 $5,150
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 103 $2,575
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 206 $5,150
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 123 $3,075
▇. ▇▇▇▇▇▇ ▇▇▇▇ 123 $3,075
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 150 $3,750
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 150 $3,750
▇▇▇▇▇ ▇▇▇▇▇▇▇ 150 $3,750
▇▇▇▇▇▇ & Co. 242 $6,050
TOTAL: 413,201 $10,330,025
* Of the $112,250, $91,740.36 will be paid to the 1989 ▇▇▇▇▇▇ ▇. ▇▇▇
Nominee Trust, and $20,509.64 will be paid to the ▇▇▇▇▇▇ ▇. ▇▇▇
Company.
239919-1
