(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 thefollowing:(n) within 30 days after the end of each fiscal month (other than a fiscalmonth ending as of the end of a fiscal quarter of the Company), theCompany’s consolidated balance sheet and related statements of operationsand cash flows as of the end of and for such fiscal month and the thenelapsed portion of the fiscal year, setting forth in each case incomparative 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 fiscalyear, all certified by one of its Financial Officers as presenting fairly inall material respects (to the best knowledge of such Financial Officer) thefinancial condition and results of operations of the Company and itsconsolidated Subsidiaries on a consolidated basis in accordance with GAAPconsistently applied, subject to normal year-end audit adjustments and theabsence of footnotes;(o) not later than 12:00 noon New York time on the Friday immediatelyfollowing the end of the second fiscal week of every fiscal month commencingon and including March 13, 2009 (or, to the extent that (x) the Borrowersare at the applicable time subject to the requirements of the ChangeoverAmount or (y) the Borrowers shall have voluntarily elected to commencereporting on a weekly basis for purposes of this clause (n), not later than12:00 noon New York time on the Friday immediately following the end of eachfiscal week), accounts receivable roll-forwards and inventory gross balancesfor the two fiscal week period (or, to the extent that (x) the Borrowers areat the applicable time subject to the requirements of the Changeover Amountor (y) the Borrowers shall have voluntarily elected to commence reporting ona weekly basis for purposes of this clause (n), the one fiscal week period)preceding such date, all calculated on a consolidated basis and delivered ina format similar to the accounts receivable and inventory reporting in aBorrowing Base Certificate; and(p) promptly following any request therefor, such other informationregarding the operations, business affairs and financial condition of theCompany or any Subsidiary, or compliance with the terms of this Agreement,as the Administrative Agent or any Lender may reasonably request.
 
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(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 Agentrequests, the Company and the Subsidiaries will provide the AdministrativeAgent with appraisals or updates thereof of their Inventory from anappraiser selected and engaged by the Administrative Agent followingconsultation with the Company, and prepared on a basis reasonablysatisfactory to the Administrative Agent, such appraisals and updates toinclude, without limitation, information required by applicable law andregulations; provided, however, that if no Event of Defaulthas occurred and is continuing, only **two**such appraisal**s**per calendar yearshall be at the expense of the Loan Parties.(e) Section 6.12 of the Credit Agreement is hereby deleted and replaced with thefollowing:SECTION 6.12 Financial Covenant. The Borrowers will not permit theFixed Charge Coverage Ratio, determined for any period of twelve consecutivemonths ending on the last day of any such period, to be less than 1.10 to1.00; provided, however, that the foregoing covenant shall be applicableonly during the Covenant Period. “Covenant Period” means, relativeto each day on which Availability is less than the Trigger Amount (asdefined below), the period commencing on and including the last day of themost recent twelve month period for which financial statements have beendelivered pursuant to Section 5.01 (a), (b), (c) or (n) and ending on thefirst day thereafter on which Availability has exceeded the Trigger Amountfor 90 consecutive days. Determinations under this covenant shall be madeon a trailing twelve month basis. “Trigger Amount” means an amountequal to the greater of (a) $62,500,000 and (b) 12.5% of the totalCommitments.2. Waiver. The Administrative Agent and the undersigned Lenders hereby waive (a) anybreach of Section 4.10 of the Security Agreement arising solely out of Furniture Brands RetailOperations, Inc. having changed its name to Furniture Brands Resource Company, Inc. withoutsatisfying 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 relatingsolely to such breach, and (c) any Default or Event of Default under the Credit Agreement arisingout of a breach of the representation and warranty set forth in the second sentence of Section 3.10thereof which (i) arises out of the making or deemed making of such representation and warranty onor 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 pursuantto the Worker, Retiree, and Employer Recovery Act of 2008 (H.R. 7327), shall no longer be ineffect with respect to the Borrower’s Plans.
 
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3. Representations and Warranties of the Loan Parties. Each of the Loan Partiesrepresents and warrants that:(a) The execution, delivery and performance by the Loan Parties of this Amendment havebeen 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 inaccordance with its terms, except as the enforcement thereof may be subject to the effect ofany applicable bankruptcy, insolvency, reorganization, moratorium or similar law affectingcreditors’ rights generally;(b) After giving effect to this Amendment, each of the representations and warrantiescontained in the Credit Agreement (treating this Amendment and the Credit Agreement asamended hereby as “Loan Documents” for purposes thereof) is true and correct in all materialrespects on and as of the date hereof as if made on the date hereof (except that anyrepresentation or warranty that relates to a specific date shall be true and correct in allmaterial respects as of such date);(c) The Borrower’s Plans are eligible for relief under the Transition Funding Rulereferred to above; and(d) After giving effect to this Amendment, no Default or Event of Default has occurredand is continuing.4. Effective Date. This Amendment shall become effective as of the date first setforth above upon the execution and delivery hereof by the Loan Parties, the Required Lenders, andthe Administrative Agent (without respect to whether it has been executed and delivered by all theLenders).5. Reaffirmation. Each of the undersigned Loan Guarantors hereby unconditionallyconsents to the terms of this Amendment and fully ratifies and affirms its respective obligationsunder 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 Agreementand the other Loan Documents shall remain in full force and effect and are hereby ratifiedand confirmed.(b) The execution, delivery and effectiveness of this Amendment shall not operate as awaiver of any right, power or remedy of the Administrative Agent or any Lender under theCredit Agreement, the Security Agreement or any other Loan Document, nor constitute a waiverof 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, eachreference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” orwords of similar import shall mean and be a reference to the Credit Agreement as amendedhereby.
 
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7. Costs and Expenses. The Borrowers hereby affirm their obligations under Section9.03 of the Credit Agreement to reimburse the Administrative Agent for all reasonableout-of-pocket costs and expenses incurred by the Administrative Agent in connection with thepreparation, execution and delivery of this Amendment, including but not limited to the reasonablefees, charges and disbursements of attorneys for the Administrative Agent with respect thereto.8. Governing Law. This Amendment shall be construed in accordance with and governedby the law of the State of Illinois.9. Headings. Section headings in this Amendment are included herein for convenienceof 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, eachof which when so executed shall be deemed an original but all such counterparts shall constituteone and the same instrument.[signature pages follow]
 
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year firstabove written.      LOAN PARTIES: