Filed by Bowne Pure Compliance





Exhibit 10.27




AMENDMENT NO. 2 TO CREDIT AGREEMENT AND WAIVER




This Amendment No. 2 to Credit Agreement and Waiver (this “Amendment”) is entered into as of
February 20, 2009 between and among Furniture Brands International, Inc., a Delaware corporation
(“Furniture Brands”), Broyhill Furniture Industries, Inc., a North Carolina corporation
(“Broyhill”), HDM Furniture Industries, Inc., a Delaware corporation (“HDM”), Lane Furniture
Industries, Inc., a Mississippi corporation (“Lane”), Thomasville Furniture Industries, Inc., a
Delaware corporation (“Thomasville”, and, together with Furniture Brands, HDM, Broyhill and Lane,
each a “Borrower,” and, collectively, the “Borrowers”), the other Loan Parties, JPMorgan Chase
Bank, N.A., individually and as Administrative Agent (the “Administrative Agent”) and the other
financial institutions party hereto.



RECITALS




A. The Borrowers, the other Loan Parties, the Lenders and the Administrative Agent are party
to that certain Credit Agreement dated as of August 9, 2007, as amended (the “Credit Agreement”).
Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings
ascribed to them by the Credit Agreement.



B. The Borrowers, the other Loan Parties and the Administrative Agent are party to that
certain Security Agreement dated as of August 9, 2007, as amended (the “Security Agreement”).



C. The Borrowers, the other Loan Parties, the Administrative Agent and the undersigned Lenders
wish to amend the Credit Agreement and waive certain provisions thereof and of the Security
Agreement on the terms and conditions set forth below.



Now, therefore, in consideration of the mutual execution hereof and other good and valuable
consideration, the parties hereto agree as follows:



1. Amendments to Credit Agreement. The Credit Agreement is hereby amended as
follows:




(a) Section 4.02(c) of the Credit Agreement is hereby deleted and replaced with the following:




(c) after giving effect to any Borrowing or the issuance of any Letter of
Credit, Availability (determined by reference to the most recently delivered
Borrowing Base Certificate) is not less than (x) the Trigger Amount at all
times that the Borrowers are making weekly financial deliveries pursuant to
Section 5.01(o) (unless the Borrowers have demonstrated in advance to the
Administrative Agent compliance with all requirements related to the Trigger
Amount) or (y) the Changeover Amount at all other times (unless the
Borrowers have demonstrated in
advance to the Administrative Agent compliance with all requirements related
to the Changeover Amount).


 


 









 






(b) Section 5.01 of the Credit Agreement is hereby amended by deleting the word “and”
at the conclusion of clause (m), deleting clause (n) and inserting in its place the
following:




(n) within 30 days after the end of each fiscal month (other than a fiscal
month ending as of the end of a fiscal quarter of the Company), the
Company’s consolidated balance sheet and related statements of operations
and cash flows as of the end of and for such fiscal month and the then
elapsed portion of the fiscal year, setting forth in each case in
comparative form the figures for the corresponding period or periods of (or,
in the case of the balance sheet, as of the end of) the previous fiscal
year, all certified by one of its Financial Officers as presenting fairly in
all material respects (to the best knowledge of such Financial Officer) the
financial condition and results of operations of the Company and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes;




(o) not later than 12:00 noon New York time on the Friday immediately
following the end of the second fiscal week of every fiscal month commencing
on and including March 13, 2009 (or, to the extent that (x) the Borrowers
are at the applicable time subject to the requirements of the Changeover
Amount or (y) the Borrowers shall have voluntarily elected to commence
reporting on a weekly basis for purposes of this clause (n), not later than
12:00 noon New York time on the Friday immediately following the end of each
fiscal week), accounts receivable roll-forwards and inventory gross balances
for the two fiscal week period (or, to the extent that (x) the Borrowers are
at the applicable time subject to the requirements of the Changeover Amount
or (y) the Borrowers shall have voluntarily elected to commence reporting on
a weekly basis for purposes of this clause (n), the one fiscal week period)
preceding such date, all calculated on a consolidated basis and delivered in
a format similar to the accounts receivable and inventory reporting in a
Borrowing Base Certificate; and




(p) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Company or any Subsidiary, or compliance with the terms of this Agreement,
as the Administrative Agent or any Lender may reasonably request.


 


2









 






(d) Section 5.11 of the Credit Agreement is hereby deleted and replaced with the following:




SECTION 5.11 Appraisals. At any time that the Administrative Agent
requests, the Company and the Subsidiaries will provide the Administrative
Agent with appraisals or updates thereof of their Inventory from an
appraiser selected and engaged by the Administrative Agent following
consultation with the Company, and prepared on a basis reasonably
satisfactory to the Administrative Agent, such appraisals and updates to
include, without limitation, information required by applicable law and
regulations; provided, however, that if no Event of Default
has occurred and is continuing, only two such appraisals per calendar year
shall be at the expense of the Loan Parties.




(e) Section 6.12 of the Credit Agreement is hereby deleted and replaced with the
following:




SECTION 6.12 Financial Covenant. The Borrowers will not permit the
Fixed Charge Coverage Ratio, determined for any period of twelve consecutive
months ending on the last day of any such period, to be less than 1.10 to
1.00; provided, however, that the foregoing covenant shall be applicable
only during the Covenant Period. “Covenant Period” means, relative
to each day on which Availability is less than the Trigger Amount (as
defined below), the period commencing on and including the last day of the
most recent twelve month period for which financial statements have been
delivered pursuant to Section 5.01 (a), (b), (c) or (n) and ending on the
first day thereafter on which Availability has exceeded the Trigger Amount
for 90 consecutive days. Determinations under this covenant shall be made
on a trailing twelve month basis. “Trigger Amount” means an amount
equal to the greater of (a) $62,500,000 and (b) 12.5% of the total
Commitments.



2. Waiver. The Administrative Agent and the undersigned Lenders hereby waive (a) any
breach of Section 4.10 of the Security Agreement arising solely out of Furniture Brands Retail
Operations, Inc. having changed its name to Furniture Brands Resource Company, Inc. without
satisfying the notice and acknowledgement requirements of Section 4.10 of the Security Agreement,
(b) any Default or Event of Default under the Credit Agreement or any other Loan Document relating
solely to such breach, and (c) any Default or Event of Default under the Credit Agreement arising
out of a breach of the representation and warranty set forth in the second sentence of Section 3.10
thereof which (i) arises out of the making or deemed making of such representation and warranty on
or after the date hereof and prior to the later of (x) February 28, 2010 and (y) the earlier of (A)
January 1, 2011 and (B) the date upon which the “Transition Funding Rule”, as implemented pursuant
to the Worker, Retiree, and Employer Recovery Act of 2008 (H.R. 7327), shall no longer be in
effect with respect to the Borrower’s Plans.


 


3









 





3. Representations and Warranties of the Loan Parties. Each of the Loan Parties
represents and warrants that:




(a) The execution, delivery and performance by the Loan Parties of this Amendment have
been duly authorized by all necessary corporate action and that this Amendment is a legal,
valid and binding obligation of the Loan Parties enforceable against the Loan Parties in
accordance with its terms, except as the enforcement thereof may be subject to the effect of
any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors’ rights generally;




(b) After giving effect to this Amendment, each of the representations and warranties
contained in the Credit Agreement (treating this Amendment and the Credit Agreement as
amended hereby as “Loan Documents” for purposes thereof) is true and correct in all material
respects on and as of the date hereof as if made on the date hereof (except that any
representation or warranty that relates to a specific date shall be true and correct in all
material respects as of such date);




(c) The Borrower’s Plans are eligible for relief under the Transition Funding Rule
referred to above; and




(d) After giving effect to this Amendment, no Default or Event of Default has occurred
and is continuing.



4. Effective Date. This Amendment shall become effective as of the date first set
forth above upon the execution and delivery hereof by the Loan Parties, the Required Lenders, and
the Administrative Agent (without respect to whether it has been executed and delivered by all the
Lenders).



5. Reaffirmation. Each of the undersigned Loan Guarantors hereby unconditionally
consents to the terms of this Amendment and fully ratifies and affirms its respective obligations
under Article X of the Credit Agreement, taking into account this Amendment.




6. Reference to and Effect Upon the Credit Agreement and the Security Agreement




(a) Except as specifically amended above, the Credit Agreement, the Security Agreement
and the other Loan Documents shall remain in full force and effect and are hereby ratified
and confirmed.




(b) The execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or any Lender under the
Credit Agreement, the Security Agreement or any other Loan Document, nor constitute a waiver
of any provision of the Credit Agreement, the Security Agreement or any other Loan Document,
except as specifically set forth herein. Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or
words of similar import shall mean and be a reference to the Credit Agreement as amended
hereby.


 


4









 





7. Costs and Expenses. The Borrowers hereby affirm their obligations under Section
9.03 of the Credit Agreement to reimburse the Administrative Agent for all reasonable
out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the
preparation, execution and delivery of this Amendment, including but not limited to the reasonable
fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto.



8. Governing Law. This Amendment shall be construed in accordance with and governed
by the law of the State of Illinois.



9. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purposes.



10. Counterparts. This Amendment may be executed in any number of counterparts, each
of which when so executed shall be deemed an original but all such counterparts shall constitute
one and the same instrument.



[signature pages follow]



 


5









 





IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first
above written.



	 	 	 	 	 
	 	LOAN PARTIES:





FURNITURE BRANDS INTERNATIONAL, INC.

BROYHILL FURNITURE INDUSTRIES, INC.

LANE FURNITURE INDUSTRIES, INC.

THOMASVILLE FURNITURE INDUSTRIES, INC.

ACTION TRANSPORT, INC.

BROYHILL TRANSPORT, INC.

BROYHILL RETAIL, INC.

BROYHILL HOME FURNISHINGS, INC.

THOMASVILLE RETAIL, INC.

HDM RETAIL, INC.

FAYETTE ENTERPRISES, INC.

HDM FURNITURE INDUSTRIES, INC.

HDM TRANSPORT, INC.

LANEVENTURE, INC.

MAITLAND-SMITH FURNITURE INDUSTRIES, INC.

MAITLAND-SMITH HOME FURNISHINGS, INC.

THE LANE COMPANY, INCORPORATED

LANE HOME FURNISHINGS RETAIL, INC.

THOMASVILLE HOME FURNISHINGS, INC.

FURNITURE BRANDS RESOURCE COMPANY, INC.


	 
	 	By:  	/s/ Steven G. Rolls
 	 
	 	 	Name:  	Steven G. Rolls 	 
	 	 	Title:  	Senior Vice President and Chief Financial
Officer of Furniture Brands and Assistant
Financial Officer of each other Loan Party on
behalf of each of the above Loan Parties 	 



 


 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., individually 

and as Administrative Agent

 	 
	 	By:  	/s/
Mac Banas
 	 
	 	 	Name:  	Mac Banas 	 
	 	 	Title:  	Vice President 	 


 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Marina Kruglik
 	 
	 	 	Name:  	Marina Kruglik 	 
	 	 	Title:  	AVP, Client Manager 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL)

 	 
	 	By:  	/s/ Dan Laven
 	 
	 	 	Name:  	Dan Laven 	 
	 	 	Title:  	Vice President 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO FOOTHILL, LLC

 	 
	 	By:  	/s/ Matt Harbour
 	 
	 	 	Name:  	Matt Harbour 	 
	 	 	Title:  	Vice President 	 



 


 









 






	 	 	 	 	 
	 	THE CIT GROUP/ COMMERCIAL SERVICES, INC.

 	 
	 	By:  	/s/ Dan Upchurch
 	 
	 	 	Name:  	Dan Upchurch 	 
	 	 	Title:  	Vice President 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	FIFTH THIRD BANK, A MICHIGAN BANKING CORPORATION

 	 
	 	By:  	/s/ Robert M. Sandler
 	 
	 	 	Name:  	Robert M. Sandler 	 
	 	 	Title:  	Vice President 	 



 


 









 





	 	 	 	 	 



	 	 	 	 	 
	 	UPS CAPITAL CORPORATION

 	 
	 	By:  	/s/ John Holloway
 	 
	 	 	Name:  	John Holloway 	 
	 	 	Title:  	Director, Portfolio Manager