Exhibit 10.2



 Exhibit 10.2 
  
  
 General Electric Capital Corporation 

201 Merritt 7, 3rd
Floor 
 Norwalk, CT 06851 
  
  
 January 7, 2006 
  
 The Rowe Companies 
 1650 Tyson Blvd., Suite 710 
 McLean, VA 22102 
 Attn: Garry W. Angle 
  
 Re: Tranche B Loan 
  
 Ladies and Gentlemen: 
  
 We refer to the Credit Agreement, dated as of the January 6, 2006 (the “Credit
Agreement”), among The Rowe Companies, a Nevada corporation (“Rowe Companies”), Rowe Furniture, Inc., a Virginia corporation (“Rowe Furniture”) and Storehouse, Inc., a Georgia corporation
(“Storehouse” and, together with Rowe Companies and Rowe Furniture collectively, the “Borrowers”); the other Credit Parties signatory thereto; General Electric Capital Corporation (in its individual capacity,
“GE Capital”) for itself, as Lender, and as Agent for Lenders and the other Lenders signatory thereto from time to time. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Credit
Agreement. 
  
 GE Capital reserves the right at any time (whether before or after
the execution and delivery of the Credit Agreement and the closing thereunder), after consultation with you but without the requirement of your approval, to change all or any of the amount, terms, structure, tenor, or pricing of the Tranche B Loan
evidenced by the Credit Agreement (including, without limitation, increasing prepayment premiums, amending the voting provisions, adding a LIBOR floor, modifying the security package or any combination of the foregoing) if GE Capital determines that
such changes are advisable in order to ensure a successful syndication of the Tranche B Loan (as determined by GE Capital in its sole discretion). The rights of GE Capital under this letter will survive execution of the Credit Agreement and any
borrowings thereunder and will continue in effect until such syndication efforts shall be completed (as determined by GE Capital in its sole discretion); provided, that such changes shall not occur without the prior written consent of
Borrowers if such changes would have any of the following effects (i) the principal amount of the Tranche B Loan is increased to an amount greater than $12,000,000 or (ii) the interest rate with respect to the Tranche B Loan is increased
by more than three (3) percentage points. You agree that you will execute any amendment to the Credit Agreement and the other Loan Documents deemed advisable by GE Capital to effect such changes and that any failure to do so shall be an Event
of Default. You agree that 








 
neither GE Capital nor any of its affiliates shall have any liability to the Borrowers, their respective affiliates or any other person or entity arising
from any such modifications to the Credit Agreement. It is expressly understood and agreed that GE Capital’s willingness to close under the financing under the Credit Agreement is subject to Borrowers’ agreements set forth herein, and,
notwithstanding any provision in the Credit Agreement to the contrary, this letter shall survive the execution and delivery of the Credit Agreement and the closing of the financing thereunder and shall remain in full force and effect until the
completion of such syndication of the Tranche B Loan. 
  
 This letter may be
executed in counterparts which, when taken together, shall constitute an original. This letter shall be governed by and construed in accordance with the laws of the State of New York. 
  
 Please confirm each Borrower’s acceptance of and agreement to the terms and conditions of this letter by signing one or more
counterparts of this letter in the appropriate space indicated below and returning this letter to GE Capital. 
  
 [Remainder of Page Intentionally Left Blank] 








	
	 Sincerely,

	
	 GENERAL ELECTRIC CAPITAL
 CORPORATION

	
	 By:  /s/ Charles
Chiodo                                    
 Name:  Charles
Chiodo                                    
 Title:  Duly Authorized Signatory










 AGREED AND ACCEPTED 
 as of the date first written above: 
  
  
 THE ROWE COMPANIES 
  
 By:  /s/ Garry W.
Angle                                      
 Its:  Vice President - Treasury Management    
  
  
 ROWE FURNITURE, INC. 
  
 By:  /s/ Garry W.
Angle                                      
 Its:  Assistant
Secretary                                      

 
  
 STOREHOUSE, INC. 
  
 By:  /s/ Garry W.
Angle                                      
 Its:  Assistant
Secretary