STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of
June 27, 1997, is among Xxxxxxx 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
1,576,402 shares of common stock, $.02 par value,
of the Company (the "Common Stock");
B. The Selling Stockholders desire to sell 750,000
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 saleand
transfer of the Redemption Shares shall be $20.00 per share. Theclosing
of the foregoing transactions (the "Closing") shall occur on June27, 1997
at such location as is mutually agreeable to the parties or at suchother
time and location as are mutually agreeable to the parties. TheSelling
Stockholders shall make delivery of the Redemption Shares to the
Company at the Closing by delivering to the Company, or itsauthorized
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 SellingStockholders.
(A) Each of the Selling Stockholders represents and warrants to the
Company as follows:
a. The execution and delivery of this Agreement andthe
performance by such Selling Stockholder of such SellingStockholder's
obligations hereunder have been duly authorized by all necessary action binding
agreement of such Selling Stockholder, enforceable against such
Selling Stockholder in accordance with its terms.
b. The Redemption Shares set forth opposite suchSelling
Stockholder in Schedule 1 hereto are owned beneficially and ofrecord
by such Selling Stockholder, there exist no liens, options,charges,
adverse claims or encumbrances of any kind, including any marginloans,
affecting such Redemption Shares and upon delivery of suchRedemption
Shares, the Company will own such Redemption Shares free and clearof
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, asapplicable,
violate any provision of the charter or governing documents of such
Selling Stockholder, or violate any provision of, or constitute adefault
under, any mortgage, deed of trust, indenture, or other agreementor
instrument, to which such Selling Stockholder is a party or bywhich any
of its assets are bound, or violate or conflict with any existinglaw,
order, rule, regulation, writ, injunction, judgment or decree ofany
government, governmental instrumentality, agency or body,arbitration
tribunal, or court, domestic or foreign, having jurisdiction oversuch
Selling Stockholder or such Selling Stockholder's property.
(B) Each of the XX-Xxx Acquisition Fund, L.P., XX-Xxx
Acquisition Fund II,
L.P. and XX-Xxx Acquisition Fund (Retirement Accounts) II, L.P.
represents that it has elected to operate as a "BusinessDevelopment
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 asfollows:
a. The execution and delivery of this Agreement andthe
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 terms.
b. The consummation by the Company of the transactions
contemplated by this Agreement will not violate any provision ofthe
Certificate of Incorporation or Bylaws of the Company, or violateany
provision of, or constitute a default under, any mortgage, deed oftrust,
indenture, or other agreement or instrument, to which the Companyis a
party or by which any of its assets are bound, or violate orconflict 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 Company's property.
4. Conditions. In addition to the other conditionscontained
herein, the obligation of the Selling Stockholders to sell andtransfer,
and the obligation of the Company to purchase and pay for, the
Redemption Shares is subject to the meeting of each of thefollowing
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 allrespects 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 inall
respects as of the date of this Agreement and as of the Closing.
c. Neither the Company nor the Selling Stockholdersshall
be prohibited by any action, order, judgment or injunction of acourt of
competent jurisdiction from purchasing or selling the RedemptionShares
under this Agreement.
5. Registration Rights. As an additional consideration tothe
Company to redeem the Redemption Shares in accordance with theterms
of this Agreement, all of the Selling Stockholders who are partiesto the
Registration Rights Agreement have this day entered into anAmendment
No. 1 to Registration Rights Agreement pursuant to they have agreed registration
upon the request of such Selling Stockholders.
6. Termination. Either the Company or the SellingStockholders
may elect to terminate this Agreement if the Redemption Sharesshall not
have been redeemed on or before July 2, 1997.
7. Amendment. This Agreement may be amended at any time
prior to the Closing provided that any such amendment is approvedin
writing by each of the parties. All representations and warrantiesof the
Company and the Selling Stockholders which are true and correct as
modified and approved in any such amendment shall be deemed trueand
correct for the purposes of Sections 2 and 3.
8. Extension; Waiver. At any time prior to the Closingeither
party to this Agreement may (i) extend the time for the performanceof
any of the obligations of the other party, (ii) waive a breach ofa
representation or warranty of the other party, or (iii) waivecompliance
by the other party with any of the agreements or conditionscontained
herein. Any such extension or waiver shall be valid if set forthin a
written instrument signed by the party giving the extension orwaiver.
9. Notices. All notices and other communications given
hereunder shall be in writing. Notices shall be effective whendelivered,
if delivered personally. Otherwise, they shall be effective whensent to
the parties at the addresses or numbers listed below, as follows:(i) on
the business day delivered (or the next business day followingdelivery
if not delivered on a business day) if sent by a local or longdistance
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:
Xxxxxxx Furniture Company
X.0. Xxx 00
Xxxxxxx 00 Xxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx
Telefax No.: (000) 000-0000
Xxxxx X. Xxxxxxxxx, Esquire
McGuire, Woods, Battle & Xxxxxx, L.L.P.
Xxx Xxxxx Xxxxxx
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
Telefax No.: (000) 000-0000
If to a Selling Stockholder to:
the address set forth for such Selling Stockholder in Schedule1 hereto,
with a copy to:
Xxxxx Xxxxxx, Esquire
Xxxxxxxx, Xxxxxxx & Xxxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telefax No.: (000) 000-0000
or to such other address or number as a party may designate bygiving
notice of the change in the manner set forth above.
10. Miscellaneous. This Agreement (i) constitutes theentire
agreement and supersedes all other prior agreements and
understandings, both written and oral, among the parties withrespect to
the subject matter hereof; (ii) is not intended to and shall notconfer
upon any person or entity, other than the parties hereto, anyrights or
remedies with respect to the subject matter hereof; and (iii) shallnot be
assigned by operation of law or otherwise.
11. Section Headings. Section headings are included solelyfor
convenience and are not to be considered to be part of thisAgreement
and are not intended to be accurate descriptions of the contentsthereof.
12. Assignment. This Agreement shall be binding upon andinure
to the benefit of the parties thereto and their respectivetransferees,
successors and assigns; provided, however, no party may assign this
Agreement without the written consent of the other parties to this
Agreement.
13. 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.
14. Choice of Law. All questions as to the interpretationand of Delaware
, excluding the choice of law principles thereof.
[Remainder of Page Intentionally Left Blank]
Agreement to be executed on and as of the date first written above.
XXXXXXX FURNITURE COMPANY, INC.
Xxxxxx X. Xxxxxxxxx
President
XX-XXX ACQUISITION FUND L.P.
By: Mezzanine Investments, L.P.
Its Managing General
Partner
By: ML Mezzanine Inc.
Its General Partner
By:
Name:
Title:
XX-XXX 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:
XX-XXX 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
'
THE 1989 XXXXXX X. XXX NOMINEE
TRUST, DATED 9/29/89
By:______________________________
Name:
Title:
XXXXXX & CO.
By:_______________________________
Name:
Title:
_________________________________
Xxxxx X. Xxxxxxx C/F Xxxxxxx
Xxxxxxx
__________________________________
Xxxxx X. Xxxxxxx C/f Xxxxx Xxxxxxx
_________________________________
Xxxxxxx X. XxXxxx
Schedule 1
Name of Selling Stockholders No. of Shares
XX-Xxx Acquisition Fund, L.P. 727,344
XX-Xxx Acquisition Fund II, L.P. 6,281
XX-Xxx Acquisition Fund
(Retirement Accounts) II, L.P. 5,032
Xxxxx X. Xxxxxxx C/F Xxxxxxx Xxxxxxx 272
Xxxxx X. Xxxxxxx C/F Xxxxx Xxxxxxx 000
Xxxxx Xxxxxx Xxxx & Trust Company of
Connecticut, N.A., Not Individually, But as
Trustee for the 1989 Xxxxxx X. Xxx Nominee
Trust, Dated 9/29/89 10,089
Xxxxxx & Co. 438
Xxxxxxx X. XxXxxx 272
TOTAL: 750,000
193880-1
