AMENDMENT NO. 3 OF RECEIVABLES PURCHASE AGREEMENT 



               AMENDMENT NO. 3, dated as of June 27, 1997, to the
          Receivables Purchase Agreement, dated as of November 15, 1994, as
          amended and restated as of December 29, 1995, and as further
          amended as of June 27, 1996 and as of September 6, 1996 (the " 
          Agreement"), among INTERCO RECEIVABLES CORP. (the "Seller"),
          ATLANTIC ASSET SECURITIZATION CORP. (the "Issuer"), and CREDIT
          LYONNAIS NEW YORK BRANCH ("CL-NY"), as agent (the "Agent") for
          the Investors (the "Amendment").

                                  RECITALS

               WHEREAS, the Seller, the Issuer and the Agent have agreed
          subject to the terms and conditions of this Amendment, to amend
          the Agreement as hereinafter set forth.

               Terms used herein but not defined herein shall have the
          meaning assigned thereto in the Agreement.  

               NOW, THEREFORE, the parties agree as follows: 

               1.     Amendment of Agreement.  The Agreement shall be and
          is hereby amended, as of the date hereof, as follows:

               A.     In the definition of "Weekly Settlement Trigger" in
          Exhibit I, Consolidated Net Interest Coverage Ratio and Leverage
          Ratio are hereby amended to read as follows:

               "(a)     The Consolidated Net Interest Coverage Ratio for
          any period of four consecutive fiscal quarters, in each case
          taken as one accounting period, ended on the last day of a fiscal
          quarter set forth below, shall be less than the amount set forth
          opposite such period below:
           
                    Fiscal Quarter                   Ratio
                    --------------                   -----

                    June 1997                     3.00 : 1.00
                    September 1997                3.00 : 1.00
                    December 1997                 3.00 : 1.00

                    March 1998                    3.00 : 1.00
                    June 1998                     3.00 : 1.00
                    September 1998                3.25 : 1.00
                    December 1998                 3.25 : 1.00

                    March 1999 and thereafter     3.50 : 1.00<PAGE>

               (b)     The Leverage Ratio at any time shall be greater than
          the ratio set forth opposite the fiscal quarter most recently
          ended as set forth below:

                    Fiscal Quarter                  Ratio
                    --------------                  -----

                    June 1997                     4.65 : 1.00
                    September 1997                4.65 : 1.00
                    December 1997                 4.65 : 1.00
               
                    March 1998                    4.50 : 1.00
                    June 1998                     4.50 : 1.00
                    September 1998                4:35 : 1.00
                    December 1998                 4.25 : 1.00

                    March 1999 and thereafter     4.00 : 1.00"

               B.     The definition of "Bank Credit Agreement" in Exhibit
          I shall be amended to provide in its entirety as follows:

               "Bank Credit Agreement" means the Credit Agreement dated as
          of November 17, 1994, as amended and restated as of December 29,
          1995 and as further amended and restated as of September 6, 1996
          and as of June 27, 1997, among Furniture Brands International,
          Inc. (f/k/a Interco), Broyhill, Lane, Thomasville, the banks
          named therein and Bankers Trust Company, as agent."

               2.     Consent to Amendment of Bank Credit Agreement. 
          Pursuant to the first sentence of the section of Exhibit I to the
          Agreement captioned "Other Terms", and for the purpose of giving
          effect to certain terms defined in the Bank Credit Agreement (as
          amended and restated as set forth above) which are referenced in
          the Agreement, the Agent hereby consents to the amendment and
          restatement of the Bank Credit Agreement as of June 27, 1997.

               3.      Execution in Counterparts, Etc. This Amendment may
          be executed in any number of counterparts, each of which when so
          executed shall be deemed to be an original and all of which when
          taken together shall constitute one and the same amendment.  The
          delivery of a signed signature page to this Amendment by telecopy
          transmission shall constitute due execution and delivery of this
          Amendment for all purposes.

               4.      Agreement in Full Force and Effect. Except as
          amended by this Amendment, all of the provisions of the Agreement
          and all of the provisions of all other documentation required to
          be delivered with respect thereto shall remain in full force and
          effect from and after the date hereof.  

               5.      Amendment of Originator Purchase Agreement. 
          Pursuant to paragraph (n) of Exhibit IV to the Agreement, the
          Agent hereby consents to the amendment, as of the date hereof, of<PAGE>


          the Originator Purchase Agreement, in the form previously
          delivered to the Agent.

               6.      References to Agreement.  From and after the date
          hereof, (a) all references in the Agreement to "this Agreement",
          "hereof", "herein", or similar terms and (b) all references to
          the Agreement in each agreement, instrument and other document
          executed or delivered in connection with the Agreement, shall
          mean and refer to the Agreement, as amended by this Amendment.

               7.       Further Assurances.  The parties hereto agree to
          execute and deliver any and all further agreements, certificates
          and other documents reasonably necessary to implement the
          provisions of this Amendment.

               8.       Governing Law.  This Amendment shall be governed
          by, and construed in accordance with, the law of the State of New
          York without giving effect to the conflict of laws principles
          thereof.

               IN WITNESS WHEREOF, the Seller, the Issuer and the Agent
          have caused this Amendment to be duly executed by their
          respective officers thereunto duly authorized as of the day and
          year first above written. 



          SELLER:                INTERCO RECEIVABLES CORP.


                                 By:  David P. Howard              
                                    --------------------
                                 Name:  David P. Howard
                                 Title:   President



          ISSUER:                ATLANTIC ASSET SECURITIZATION CORP.


                                 By: Credit Lyonnais New York  Branch, 
                                      as Attorney-in-Fact

               
                                 By: David C. Fink
                                    -------------------------
                                 Name:  David C. Fink
                                 Title:   Vice President


          AGENT:                 CREDIT LYONNAIS NEW YORK BRANCH, as Agent


                                 By: David C. Fink
                                    ------------------------
                                 Name:  David C. Fink
                                 Title:   Vice President


          Pursuant to clause (c) of Section 8 of the LAPA, each of the
          undersigned hereby consent to the foregoing:

          THE BANK OF NEW YORK


          By: John M. Lokay, Jr.
             ----------------------
          Name:  John M. Lokay, Jr.
          Title:  Vice President


          THE INDUSTRIAL BANK OF JAPAN, LTD.,
          CHICAGO BRANCH


          By: Hiroki Yamada
             -------------------
          Name:  Hiroki Yamada
          Title: General Manager


          THE BANK OF TOKYO - MITSUBISHI, 
          LTD. f/k/a The Mitsubishi Bank, Ltd.


          By: Yosuke Aoyagi
             --------------------
          Name:  Yosuke Aoyagi
          Title:  Authorized Signatory


          CAISSE NATIONALE DE CREDIT 
          AGRICOLE


          By: Katherine L. Abbott      
             ------------------------
          Name:  Katherine L. Abbott
          Title:  First Vice President

          RAIFFEISEN ZENTRALBANK OSTERREICH 
          AKTIENGESELLSCHAFT 


          By:  Martin Gwell
             ------------------------
          Name: Martin Gwell
          Title:  Vice President<PAGE>


          By:  Michael Meyer
             ------------------------
          Name:  Michael Meyer
          Title:  Vice President<PAGE>