exv4w2






Exhibit 4.2




FURNITURE BRANDS INTERNATIONAL, INC.




AMENDMENT




DATED AS OF AUGUST 3, 2009




TO




RIGHTS AGREEMENT




DATED AS OF JULY 30, 1998,




AS AMENDED AS OF JULY 10, 2008




 






          This AMENDMENT, dated as of August 3, 2009 (the “Amendment”), to the Rights Agreement, dated
as of July 30, 1998, as amended as of July 10, 2008 (the “Rights Agreement”), by and between
Furniture Brands International, Inc., a Delaware corporation (the “Company”), and American Stock
Transfer and Trust Company, a New York limited liability trust company, as Rights Agent (the
“Rights Agent”).




RECITALS




     WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights
Agreement;



     WHEREAS, the Company and the Rights Agent are entering into a new stockholders rights
agreement (the “2009 Rights Agreement”);



     WHEREAS, the Board of Directors of the Company has determined that it is advisable and in the
best interests of the Company and its stockholders that the 2009 Rights Agreement supersede the
Rights Agreement;



     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time
supplement or amend the Rights Agreement in order to shorten or lengthen any time period thereunder
or to change or supplement the provisions thereunder in any manner which the Company may deem
necessary or desirable;



     WHEREAS, pursuant to resolutions adopted on August 2, 2009, the Board of Directors of the
Company has determined that an amendment to the Rights Agreement as set forth herein is necessary
and desirable in connection with the foregoing and the Company desires to evidence such amendment
in writing;



          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:




 









 








     1. Amendment of Section 1.



     (a) Section 1 of the Rights Agreement is supplemented and amended by adding the following
definition in the appropriate location therein:




     “2009 Rights Agreement” shall mean the Stockholders Rights Agreement to be
entered into by the Company and the Rights Agent, as may be amended from time to
time, which is intended to continue the protections of this Rights Agreement and to
protect certain tax attributes of the Company such as the Company’s ability to carry
forward net operating losses.



     2. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is amended to read
in its entirety as follows:




     (a) The registered holder of any Right Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein) in whole or in part at any
time after the Distribution Date upon surrender of the Right Certificate, with the
form of election to purchase on the reverse side thereof duly executed, to the
Rights Agent at the stockholder services office of the Rights Agent or such office
designated for such purpose, together with payment of the Purchase Price for each
one one-hundredth of a share of Preferred Stock as to which the Rights are
exercised, at or prior to the close of business on the Expiration Date. The
“Expiration Date”, as used in this Rights Agreement, shall be the earliest of (i)
the time at which the Rights are redeemed as provided in Section 23 hereof, (ii) the
time at which the Rights are exchanged as provided in Section 24 hereof, or (iii)
August 3, 2009 (which is the Rights Dividend Declaration Date under the 2009 Rights
Agreement). The “Final Expiration Date”, as used in this Rights Agreement, shall be
August 3, 2009.



     3. Amendment of Section 29. Section 29 of the Rights Agreement is amended by adding
the following sentence at the end thereof:




Nothing in this Rights Agreement shall be construed to give any holder of Rights or
any other Person any legal or equitable rights, remedies or claims under this Rights
Agreement by virtue of the execution, delivery or approval of the 2009 Rights
Agreement.



     4. Effectiveness. This Amendment shall be deemed effective as of the date first
written above, as if executed on such date. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.



     5. Miscellaneous. This Amendment shall be deemed to be a contract made under the laws
of the State of Delaware and for all purposes shall be governed by and construed in accordance with
the laws of such State applicable to contracts to be made and performed entirely within such State.
This Amendment may be executed in any number of counterparts, each of



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such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument. If any provision, covenant
or restriction of this Amendment is held by a court of competent jurisdiction or other authority to
be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall in no way be
effected, impaired or invalidated.



[Remainder of page intentionally left blank]




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     IN WITNESS WHEREOF, the undersigned have caused this amendment to be duly executed, all as of
the date first above written.



	 	 	 	 	 
	 	FURNITURE BRANDS INTERNATIONAL, INC.

 	 
	 	By  	           /s/ Jon D. Botsford
 	 
	 	 	     Name:  	Jon D. Botsford 	 
	 	 	     Title:  	Senior Vice President, General Counsel
& Corporate Secretary 	 
	 
	 	AMERICAN STOCK TRANSFER AND TRUST

COMPANY, LLC,

          as Rights Agent

 	 
	 	By  	            /s/ Herbert J. Lemmer
 	 
	 	 	     Name:  	Herbert J. Lemmer 	 
	 	 	     Title:  	Vice President 	 



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