Exhibit 4.1
AMENDMENT NO. 4 TO NOTE AGREEMENT
AMENDMENT NO. 4 dated as of May 10, 1999 to Note Agreements dated as of
February 15, 1994 and June 29, 1995 between Xxxxxxx Furniture Company, Inc. (the
"Company") and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ("Prudential") (as
amended, the "Note Agreements"). Capitalized terms used herein without
definition have the meanings ascribed to such terms in the Agreements.
W I T N E S S E T H:
WHEREAS, Prudential and the Company have executed and delivered the
Note Agreements and Prudential holds the Notes issued thereunder,
WHEREAS, the Company wishes to amend certain terms of the Note
Agreements,
WHEREAS, Prudential is willing to amend such terms of the Note
Agreements, all on the terms and conditions set forth below.
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment.
The definition of "Cumulative Amounts Available For Restricted
Payments," contained in Paragraph 10B of the Note Agreements is hereby amended
and restated in its entirety as follows:
"'Cumulative Amounts Available For Restricted Payments' shall mean
for the period (taken as one accounting period) beginning on January 1,
1999, and ending as of the last day of the most recently completed
fiscal quarter before any proposed Restricted Payment:
(1) $25,000,000; plus
(2) 50% of the Consolidated Net Earnings or 100% of the
Consolidated Net Loss, as the case may be, during such period;
plus
(3) the total net cash proceeds received by the Company from the
sale of its stock during such period; less
(4) the aggregate amount of all Restricted Payments made during
such period."
2. Miscellaneous.
(a) This Amendment shall be effective as of the date above written upon the
delivery to Prudential of a copy hereof duly executed by the Company and
Prudential. Except as set forth herein, this amendment shall not constitute a
waiver or amendment of any provision of the Note Agreements and the Note
Agreements are and shall continue to be in full force and effect.
(b) This Amendment may be executed in any number of counterparts, each of
which counterparts shall be an original and all of which taken together shall
constitute one and the same Amendment.
(c) On and after the date of this Amendment, each reference in the Note
Agreements and the Notes to the Note Agreements shall mean and be a reference to
the Note Agreements as amended by this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to set their hands as of the day and year first above
written.
XXXXXXX FURNITURE COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxx
________________________
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President,
Finance & Administration
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ Xxxxxx X. Xxxxxxx
________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
