FBI WIND DOWN, INC. - FORM 8-K/A - EX-10.1

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8-K/A - FORM 8-K/A - FBI WIND DOWN, INC.	c65130e8vkza.htm

Exhibit 10.1

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY AN ASTERISK IN BRACKETS [*]. THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

EXECUTION COPY

CREDIT AGREEMENT

dated as of

August 9, 2007

among

FURNITURE BRANDS INTERNATIONAL, INC.,
BROYHILL FURNITURE INDUSTRIES, INC.,
HDM FURNITURE INDUSTRIES, INC.,
LANE FURNITURE INDUSTRIES, INC. and
THOMASVILLE FURNITURE INDUSTRIES, INC.,
as Borrowers,

The Other Loan Parties Named Herein,

The Lenders Party Hereto,

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,

BANK OF AMERICA, N.A.,
as Syndication Agent,

and

NATIONAL CITY BUSINESS CREDIT, INC.,
WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL),
WELLS FARGO FOOTHILL, LLC and
GENERAL ELECTRIC CAPITAL CORPORATION,
as Co-Documentation Agents,

J.P. MORGAN SECURITIES INC.,
as Sole Bookrunner and Joint Lead Arranger

and

BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arranger

[*]

Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

TABLE OF CONTENTS


	Page
ARTICLE I Definitions		1
SECTION 1.01 Defined Terms		1
SECTION 1.02 Classification of Loans and Borrowings		23
SECTION 1.03 Terms Generally		23
SECTION 1.04 Accounting Terms; GAAP		24

ARTICLE II The Credits		24
SECTION 2.01 Commitments		24
SECTION 2.02 Loans and Borrowings		24
SECTION 2.03 Requests for Revolving Borrowings		24
SECTION 2.04 Protective Advances		25
SECTION 2.05 Swingline Loans and Overadvances		26
SECTION 2.06 Letters of Credit		27
SECTION 2.07 Funding of Borrowings		30
SECTION 2.08 Interest Elections		31
SECTION 2.09 Termination, Reduction and Increase of Commitments		32
SECTION 2.10 Repayment of Loans; Evidence of Debt		33
SECTION 2.11 Prepayment of Loans		34
SECTION 2.12 Fees		35
SECTION 2.13 Interest		36
SECTION 2.14 Alternate Rate of Interest		37
SECTION 2.15 Increased Costs		37
SECTION 2.16 Break Funding Payments		38
SECTION 2.17 Taxes		38
SECTION 2.18 Payments Generally; Allocation of Proceeds; Sharing of Set-offs		40
SECTION 2.19 Mitigation Obligations; Replacement of Lenders		42
SECTION 2.20 Returned Payments		42

ARTICLE III Representations and Warranties		43
SECTION 3.01 Organization; Powers		43
SECTION 3.02 Authorization; Enforceability		43
SECTION 3.03 Governmental Approvals; No Conflicts		43
SECTION 3.04 Financial Condition; No Material Adverse Change		43
SECTION 3.05 Properties		43
SECTION 3.06 Litigation and Environmental Matters		44
SECTION 3.07 Compliance with Laws and Agreements		44
SECTION 3.08 Investment Company Status		44
SECTION 3.09 Taxes		44
SECTION 3.10 ERISA		44
SECTION 3.11 Disclosure		45
SECTION 3.12 Material Agreements		45
SECTION 3.13 Solvency		45
SECTION 3.14 Insurance		45
SECTION 3.15 Capitalization and Subsidiaries		46
SECTION 3.16 Security Interest in Collateral		46
SECTION 3.17 Employment Matters		46
SECTION 3.18 Common Enterprise		46


	Page
ARTICLE IV Conditions		46
SECTION 4.01 Effective Date		46
SECTION 4.02 Each Credit Event		49

ARTICLE V Affirmative Covenants		49
SECTION 5.01 Financial Statements; Borrowing Base and Other Information		50
SECTION 5.02 Notices of Material Events		53
SECTION 5.03 Existence; Conduct of Business		53
SECTION 5.04 Payment of Obligations		54
SECTION 5.05 Maintenance of Properties		54
SECTION 5.06 Books and Records; Inspection Rights		54
SECTION 5.07 Compliance with Laws		54
SECTION 5.08 Use of Proceeds		54
SECTION 5.09 Insurance		54
SECTION 5.10 Casualty and Condemnation		55
SECTION 5.11 Appraisals		55
SECTION 5.12 Depository Banks		55
SECTION 5.13 Additional Collateral; Further Assurances		55

ARTICLE VI Negative Covenants		56
SECTION 6.01 Indebtedness		56
SECTION 6.02 Liens		58
SECTION 6.03 Fundamental Changes		59
SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions		59
SECTION 6.05 Asset Sales		61
SECTION 6.06 Sale and Leaseback Transactions		62
SECTION 6.07 Swap Agreements		62
SECTION 6.08 Restricted Payments; Certain Payments of Indebtedness		62
SECTION 6.09 Transactions with Affiliates		63
SECTION 6.10 Restrictive Agreements		64
SECTION 6.11 Amendment of Material Documents		64
SECTION 6.12 Financial Covenant		64
SECTION 6.13 Change in Fiscal Year		64

ARTICLE VII Events of Default		65

ARTICLE VIII The Administrative Agent		67

ARTICLE IX Miscellaneous		69
SECTION 9.01 Notices		69
SECTION 9.02 Waivers; Amendments		70
SECTION 9.03 Expenses; Indemnity; Damage Waiver		72
SECTION 9.04 Successors and Assigns		73
SECTION 9.05 Survival		76
SECTION 9.06 Counterparts; Integration; Effectiveness		76
SECTION 9.07 Severability		76
SECTION 9.08 Right of Setoff		76
SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process		77
SECTION 9.10 WAIVER OF JURY TRIAL		77
SECTION 9.11 Headings		78
SECTION 9.12 Confidentiality		78


	Page
SECTION 9.13 Several Obligations; Nonreliance; Violation of Law		79
SECTION 9.14 USA PATRIOT Act		79
SECTION 9.15 Disclosure		79
SECTION 9.16 Appointment for Perfection		79
SECTION 9.17 Interest Rate Limitation		79
SECTION 9.18 Nature of Borrowers’ Obligations		79

ARTICLE X Loan Guaranty		80
SECTION 10.01 Guaranty		80
SECTION 10.02 Guaranty of Payment		80
SECTION 10.03 No Discharge or Diminishment of Loan Guaranty		80
SECTION 10.04 Defenses Waived		81
SECTION 10.05 Rights of Subrogation		81
SECTION 10.06 Reinstatement; Stay of Acceleration		81
SECTION 10.07 Information		82
SECTION 10.08 Termination		82
SECTION 10.09 Taxes		82
SECTION 10.10 Maximum Liability		82
SECTION 10.11 Contribution		82
SECTION 10.12 Liability Cumulative		83

ARTICLE XI The Borrower Representative		83
SECTION 11.01 Appointment; Nature of Relationship		83
SECTION 11.02 Powers		83
SECTION 11.03 Employment of Agents		84
SECTION 11.04 Notices		84
SECTION 11.05 Successor Borrower Representative		84
SECTION 11.06 Execution of Loan Documents; Borrowing Base Certificate		84
SECTION 11.07 Reporting		84

SCHEDULES:

Commitment Schedule
Schedule 2.06 — Existing Letters of Credit
Schedule 3.05 — Properties
Schedule 3.12 — Material Agreements
Schedule 3.14 — Insurance
Schedule 3.15 — Capitalization and Subsidiaries
Schedule 6.01 — Existing Indebtedness
Schedule 6.02 — Existing Liens
Schedule 6.04 — Existing Investments
Schedule 6.10 — Existing Restrictions

EXHIBITS:

Exhibit A — Form of Assignment and Assumption
Exhibit B — Form of Borrowing Base Certificate
Exhibit C — Form of Compliance Certificate
Exhibit D — Joinder Agreement

iii

CREDIT AGREEMENT dated as of August 9, 2007 (as it may be amended or modified from time to time, this “Agreement”), among FURNITURE BRANDS INTERNATIONAL, INC., a Delaware corporation (the “Company”), 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 named herein, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Account” has the meaning assigned to such term in the Security Agreement.

“Account Debtor” means any Person obligated on an Account.

“Acquired Entity or Business” means either (a) the assets constituting a business, division, facility, product line or line of business of any Person not already a Subsidiary which are acquired by the Company or a direct or indirect wholly-owned Subsidiary of the Company or (b) all of the capital stock of any such Person, which Person shall, as a result of such acquisition or merger, become a direct or indirect wholly-owned Subsidiary of the Company (or shall be merged with and into the Company or another Loan Party, with the Company or such other Loan Party being the surviving Person).

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds

Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Applicable Percentage” means, with respect to any Lender, a percentage equal to a fraction the numerator of which is such Lender’s Commitment and the denominator of which is the aggregate Commitments of all Lenders (if the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the aggregate Revolving Exposures at that time).

“Applicable Rate” means, for any day, with respect to any ABR Loan or Eurodollar Revolving Loan, or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread”, “Eurodollar Spread” or “Commitment Fee Rate”, as the case may be, based upon Average Availability:


Average	ABR			Eurodollar			Commitment
Availability	Spread			Spread			Fee Rate
Category 1		0	%		1.00	%		.25	%
³ $300,000,000
Category 2		0	%		1.25	%		.25	%
< $300,000,000 but ³ $150,000,000
Category 3		0	%		1.50	%		.25	%
< $150,000,000 but ³ $75,000,000
Category 4		0	%		1.75	%		.25	%
< $75,000,000

For purposes of the foregoing, (a) the Applicable Rate shall be determined by reference to the Average Availability for the most recent fiscal quarter end and (b) each change in the Applicable Rate resulting from a change in the Average Availability shall be effective during the period commencing on and including the date five Business Days after delivery to the Administrative Agent of a Compliance Certificate indicating such change and ending on the date immediately preceding the effective date of the next such change, provided that (i) subject to the following clause (ii), Average Availability shall be deemed to be in Category 2 until adjusted pursuant hereto after the date six months after the Effective Date and (ii) Average Availability shall be deemed to be in Category 4 (A) at any time that an Event of Default has occurred and is continuing or (B) at the option of the Administrative Agent or at the request of the Required Lenders if the Borrower fails to deliver a Compliance Certificate required to be delivered by it pursuant to Section 5.01(d), during the period from the expiration of the time for delivery thereof until such Compliance Certificate is delivered.

“Approved Fund” has the meaning assigned to such term in Section 9.04.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Availability” means, at any time, an amount equal to (a) the lesser of the Commitment and the Borrowing Base minus (b) the Revolving Exposure of all Lenders.

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“Available Commitment” means, at any time, the aggregate Commitments then in effect minus the Revolving Exposure of all Lenders at such time.

“Average Availability” means, with respect to any fiscal quarter, an amount equal to the sum of the Daily Availability for each day in such fiscal quarter divided by the number of days in such fiscal quarter. For purposes hereof, “Daily Availability” for any day means the excess of the Borrowing Base (as set forth on the most recent Borrowing Base Certificate delivered) over the Revolving Exposure on such day (determined, in the case of days which are Business Days, as of the close of business of each such day).

“Banking Services” means each and any of the following bank services provided to any Loan Party by any Lender or any of its Affiliates: (a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“Banking Services Obligations” of the Loan Parties means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Banking Services Reserves” means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion for Banking Services then provided or outstanding.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower Representative” means the Company in its capacity as contractual representative of the Borrowers pursuant to Article XI.

“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) a Swingline Loan, and (c) a Protective Advance and (d) an Overadvance.

“Borrowing Base” means, at any time, the sum of (a) 85% of the Eligible Accounts at such time, plus (b) the lesser of (i) 70% of the Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis, at such time and (ii) the product of 85% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the Administrative Agent multiplied by the eligible inventory (as specified by category in such appraisal), valued at the lower of cost or market value, determined on a first-in-first-out basis, at such time, minus (c) Reserves. The Administrative Agent may, in its Permitted Discretion, adjust Reserves or reduce one or more of the other elements used in computing the Borrowing Base and, after the occurrence and during the continuance of a Default, reduce the advance rates set forth above.

“Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete in all material respects by a Financial Officer of the Company, in substantially the form of Exhibit C or another form which is acceptable to the Administrative Agent in its Permitted Discretion.

“Borrowing Request” means a request by the Borrower Representative for a Revolving Borrowing in accordance with Section 2.02.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Chicago, Illinois are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Capital Expenditures” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Change in Control” means (a) the acquisition of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date hereof) (excluding, for this purpose, the Company or its Subsidiaries or any employee benefit plan (or related trust) of the Company or its Subsidiaries) of 25% of the combined voting power of the Company’s then-outstanding voting securities entitled to vote generally in the election of directors; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated by a majority of the board of directors of the Company then in office nor (ii) appointed by directors so nominated or (c) the Company shall at any time cease to own directly or indirectly 100% of the capital stock of any of Broyhill, Lane, HDM or Thomasville.

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“Changeover Amount” means, at any time, the greater of $75,000,000 and 13.5% of the aggregate amount of the Commitments at such time.

“Chase” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Swingline Loans or Protective Advances or Overadvances.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that is or at any time becomes subject to a security interest or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders, to secure the Secured Obligations.

“Collateral Access Agreement” has the meaning assigned to such term in the Security Agreement.

“Collateral Documents” means, collectively, the Security Agreement and any other documents granting a Lien upon the Collateral as security for payment of the Secured Obligations.

“Collection Account” has the meaning assigned to such term in the Security Agreement.

“Commitment” means (a) with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit, Overadvances, Protective Advances and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (i) reduced from time to time pursuant to Section 2.09 and (ii) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 and (b) with respect to all Lenders, the aggregate of such commitments. The initial amount of each Lender’s Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is $550,000,000.

“Commitment Schedule” means the Schedule attached hereto identified as such.

“Company” means Furniture Brands International, Inc., a Delaware corporation.

“Compliance Certificate” has the meaning assigned to such term in Section 5.01(d).

“Consolidated EBIT” means, for any period, the Consolidated Net Income determined on a consolidated basis, before Consolidated Interest Expense (to the extent deducted in arriving at Consolidated Net Income) and provisions for taxes and non-cash impairment charges associated with closed facilities or sales of assets other than inventory sold in the ordinary course of business, in each case that were included in arriving at Consolidated Net Income.

“Consolidated EBITDA” means, for any period, Consolidated EBIT, adjusted by adding thereto the amount of all amortization of intangibles and depreciation, in each case that were deducted in arriving at Consolidated EBIT for such period.

“Consolidated Interest Expense” means, for any period, the sum of the total consolidated interest expense of the Company and its Subsidiaries for such period (calculated without regard to any limitations on the payment thereof) plus, without duplication, that portion of Capital Lease Obligations of the Company and its Subsidiaries representing the interest factor for such period, minus the Make-Whole Amount (as defined in the Note Purchase Agreement) paid to the Purchasers during such period in

connection with the payoff of the Borrowers’ obligations under the Note Purchase Agreement (net of any amount paid or received by the Borrowers in connection with settling of any swap agreements entered into in connection with the Note Purchase Agreement).

“Consolidated Net Income” means, for any period, the net after tax income of the Company and its Subsidiaries determined on a consolidated basis, without giving effect to any extraordinary gains or losses; provided that (without duplication of exclusions) (i) the net income (to the extent positive) of any Person that is not a Subsidiary of the Company or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the Company or a Wholly-Owned Subsidiary thereof, (ii) to the extent Consolidated Net Income reflects amounts attributable to minority interests in Subsidiaries that are not Wholly-Owned Subsidiaries of the Company, Consolidated Net Income shall be reduced by the amounts attributable to such minority interests, (iii) the net income of any Subsidiary shall be excluded to the extent that the declaration or payment of dividends and distributions by that Subsidiary of net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders, (iv) the net income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded and (v) the cumulative effect of a change in accounting principles shall be excluded.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreement” has the meaning assigned to such term in the Security Agreement.

“Covenant Period” has the meaning assigned to such term in Section 6.12.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Document” has the meaning assigned to such term in the Security Agreement.

“dollars” or “$” refers to lawful money of the United States of America.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Electronic Delivery” has the meaning assigned to such term in Section 5.01(a).

“Eligible Accounts” means, at any time, the Accounts of the Loan Parties which the Administrative Agent determines in its Permitted Discretion are eligible as the basis for the extension of Revolving Loans, Swingline Loans and the issuance of Letters of Credit hereunder. Without limiting the Administrative Agent’s discretion provided herein, Eligible Accounts shall not include any Account:

(a) which is not subject to a first priority perfected security interest in favor of the Administrative Agent;

(b) which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which does not have priority over the Lien in favor of the Administrative Agent;

(c) with respect to which the scheduled due date is more than 105 days after the original invoice date, is unpaid more than 150 days after the date of the original invoice therefor or more than 60 days after the original due date, or which has been written off the books of the applicable Loan Party or otherwise designated as uncollectible;

(d) which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible hereunder;

(e) which is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to the Loan Parties exceeds 10% of the aggregate Eligible Accounts;

(f) with respect to which any covenant, representation, or warranty contained in this Agreement or in the Security Agreement has been breached or is not true;

(g) which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other documentation satisfactory to the Administrative Agent which has been sent to the Account Debtor, (iii) represents a progress billing, (iv) is contingent upon the applicable Loan Party’s completion of any further performance, (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to payments of interest;

(h) for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to such Account have not been performed by the applicable Loan Party or if such Account was invoiced more than once;

(i) with respect to which any check or other instrument of payment has been returned uncollected for any reason;

(j) which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian, trustee, or liquidator of its assets, (ii) has had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal bankruptcy laws, (iv) has admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business;

(k) which is owed by any Account Debtor which has sold all or a substantially all of its assets;

(l) which is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or (ii) is not organized under applicable law of the U.S., any state of the U.S., Canada, or any province of Canada unless, in either case, such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of, has been assigned to and is directly drawable by the Administrative Agent;

(m) which is owed in any currency other than U.S. dollars;

(n) which is owed by (i) the government (or any department, agency, public corporation, or instrumentality thereof) of any country other than the U.S. unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of the Administrative Agent, or (ii) the government of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction;

(o) which is owed by any Affiliate, employee, officer or director of any Loan Party;

(p) which, for any Account Debtor, exceeds a credit limit reasonably determined by the Administrative Agent, to the extent of such excess;

(q) which is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent of such indebtedness or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent thereof;

(r) which is subject to any counterclaim, deduction, defense, setoff or dispute, in each case to the extent thereof;

(s) which is evidenced by any promissory note, chattel paper, or instrument;

(t) which is owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit the applicable Loan Party to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Loan Party has filed such report or qualified to do business in such jurisdiction;

(u) with respect to which the applicable Loan Party has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and such Loan Party created a new receivable for the unpaid portion of such Account;

(v) which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board, in each case to the extent applicable;

(w) which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates or purports that any Person other than the applicable Loan Party has an ownership interest in such goods, or which indicates any party other than the applicable Loan Party as payee or remittance party;

(x) which was created on cash on delivery terms; or

(y) which the Administrative Agent determines in its Permitted Discretion may not be paid by reason of the Account Debtor’s inability to pay or other circumstances.

In the event that an Account which was previously an Eligible Account ceases to be an Eligible Account hereunder for any reason, including as a result of the exclusion of such Account by the Administrative Agent in its Permitted Discretion (unless the Administrative Agent shall have failed to deliver notice to the Company of its election to exclude such Account), the Company shall exclude such Account from Eligible Accounts in the next Borrowing Base Certificate. In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent’s Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Loan Party may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the applicable Loan Party to reduce the amount of such Account. Notwithstanding the foregoing, no Person which becomes a Loan Party after the date hereof shall be deemed a Loan Party for purposes of this definition without the approval of the Administrative Agent or until the Administrative Agent has conducted such appraisals and/or field examinations with respect to the Accounts and Inventory of such Person as it reasonably deems necessary or appropriate.

“Eligible Inventory” means, at any time, the Inventory of the Loan Parties which the Administrative Agent determines in its Permitted Discretion is eligible as the basis for the extension of Revolving Loans, Swingline Loans and the issuance of Letters of Credit hereunder. Without limiting the Administrative Agent’s discretion provided herein, Eligible Inventory shall not include any Inventory:

(a) which is not subject to a first priority perfected Lien in favor of the Administrative Agent;

(c) which is, in the Administrative Agent’s opinion, slow moving (i.e., more than one year old or in excess of a one year supply), obsolete, unmerchantable, defective, used, unfit for sale, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable due to age, type, category and/or quantity;

(d) with respect to which any covenant, representation, or warranty contained in this Agreement or the Security Agreement has been breached or is not true and which does not conform in all material respects to all applicable standards imposed by any Governmental Authority;

(e) in which any Person other than the Loan Parties shall (i) have any direct or indirect ownership, interest or title to such Inventory or (ii) be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein;

(f) which is spare or replacement parts, subassemblies, packaging and shipping material, manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold goods, goods that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type held for sale in the ordinary course of business;

(g) which is not located in the U.S. or is in transit with a common carrier from vendors and suppliers, except that up to $40,000,000 of Inventory in transit from vendors and

suppliers may be included as eligible pursuant to this clause (g) so long as (i)(1) a customs broker has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may reasonably require with respect to such Inventory or (2) an appropriate Reserve for customs charges and shipping charges due or to become due has been established by the Administrative Agent in its Permitted Discretion and (ii) the Administrative Agent shall have received (1) a true and correct copy of the bill of lading and other shipping documents for such Inventory (or alternate documentation or data satisfactory to the Administrative Agent in its Permitted Discretion), (2) evidence of satisfactory casualty insurance naming the Administrative Agent as loss payee and otherwise covering such risks as the Administrative Agent may reasonably request, and (3) if the bill of lading is negotiable, confirmation that the bill is issued in the name of the applicable Loan Party and consigned to the order of the Administrative Agent, and a reasonably acceptable agreement has been executed with the applicable Loan Party’s customs broker, in which the customs broker agrees that it holds the negotiable bill as agent for the Administrative Agent and has granted the Administrative Agent access to the Inventory and (ii) the common carrier is not an Affiliate of the applicable vendor or supplier;

(h) which is located in any location leased by a Loan Party unless (i) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or (ii) a Reserve for three month’s rent, charges, and other amounts due or to become due with respect to such facility has been established by the Administrative Agent in its Permitted Discretion;

(i) which is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced by a Document (other than bills of lading to the extent permitted pursuant to clause (g) above), unless (i) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may reasonably require or (ii) an appropriate Reserve for charges and other amounts due or to become due has been established by the Administrative Agent in its Permitted Discretion;

(j) which is being processed offsite at a third party location or outside processor, or is in-transit to or from said third party location or outside processor unless (i) the third party, outside processor or shipper has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may reasonably require or (ii) a Reserve for charges and other amounts due or to become due has been established by the Administrative Agent in its Permitted Discretion;

(k) which is a discontinued product or discontinued component thereof;

(l) which is the subject of a consignment by a Loan Party as consignor;

(m) which is perishable;

(n) which contains or bears any intellectual property rights licensed to a Loan Party unless the Administrative Agent is satisfied that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement;

(o) which is not reflected in a current perpetual inventory report of a Loan Party (unless such Inventory is reflected in a report to the Administrative Agent as “in transit” Inventory);

(p) for which reclamation rights have been asserted by the seller; or

(q) which the Administrative Agent otherwise determines in its Permitted Discretion is unacceptable.

In the event that Inventory which was previously Eligible Inventory ceases to be Eligible Inventory hereunder for any reason, including as a result of the exclusion of such Inventory by the Administrative Agent in its Permitted Discretion (unless the Administrative Agent shall have failed to deliver notice to the Company of its election to exclude such Inventory), the Company shall exclude such Inventory from Eligible Inventory in the next Borrowing Base Certificate. Notwithstanding the foregoing, no Person which becomes a Loan Party after the date hereof shall be deemed a Loan Party for purposes of this definition without the approval of the Administrative Agent or until the Administrative Agent has conducted such appraisals and/or field examinations with respect to the Accounts and Inventory of such Person as it deems reasonably necessary or appropriate.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Company, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a

waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning assigned to such term in Article VII.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.17(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.17(a).

“Existing Credit Agreement” means that certain Credit Agreement dated as of April 21, 2006 among the Borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the financial institutions party thereto, as amended.

“Existing Letter of Credit” means a letter of credit issued and outstanding under the Existing Credit Agreement and listed on Schedule 2.06 hereto.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Company.

“Fixed Charges” means, with reference to any period, without duplication, cash Consolidated Interest Expense during such period, plus scheduled principal payments on Indebtedness and required payments on Guarantees made by Loan Parties to the extent not duplicative of amounts already included in the computation of Consolidated Net Income for such period, plus expense for taxes paid in cash during such period, plus dividends or distributions paid in cash during such period, plus Capital Lease Obligation payments during such period, plus cash contributions to any Plan in excess of actual pension expense during such period, all calculated for the Company and its Subsidiaries on a consolidated basis.

“Fixed Charge Coverage Ratio” means, the ratio, determined as of the end of each fiscal month or fiscal quarter, as applicable, of the Company for the most-recently ended four fiscal quarters or twelve fiscal months, as applicable, of (a) Consolidated EBITDA minus the unfinanced portion of Capital Expenditures to (b) Fixed Charges, all calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrowers are located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Funding Account” has the meaning assigned to such term in Section 4.01(h).

“GAAP” means accounting principles generally accepted in the United States of America.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guaranteed Obligations” has the meaning assigned to such term in Section 10.01.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (k) obligations under any liquidated earn-out and (l) any other Off-Balance Sheet Liability. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Information Memorandum” means the Confidential Information Memorandum dated July, 2007 relating to the Company and the Transactions.

“Interest Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.07.

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the first Business Day of each calendar month and the Maturity Date, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and the Maturity Date.

“Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Inventory” has the meaning assigned to such term in the Security Agreement.

“Issuing Bank” means Chase and each other Lender that agrees in writing with the Company to issue Letters of Credit (provided that notice of such agreement is given to the Administrative Agent), in each case in its capacity as the issuer of Letters of Credit hereunder, and its successors in such

capacity as provided in Section 2.06(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. With respect to any Letter of Credit, “Issuing Bank” shall mean the issuer thereof.

“Joinder Agreement” has the meaning assigned to such term in Section 5.13.

“LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).

“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

“Lenders” means the Persons listed on the Commitment Schedule and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

“Leverage Ratio” means, on any date, the ratio of (a) Total Indebtedness on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter most recently ended prior to such date).

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan” means a loan or advance made by the Lenders pursuant to this Agreement, including Revolving Loans, Swingline Loans, Overadvances and Protective Advances.

“Loan Documents” means this Agreement, any promissory notes issued pursuant to the Agreement, any Letter of Credit applications, the Collateral Documents, the Loan Guaranty, the Collateral Access Agreements and all other agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts, notices and letter of credit agreements whether heretofore, now or hereafter executed by or on behalf of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with the Agreement or the transactions contemplated hereby. Any reference in the Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to the Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“Loan Guarantor” means each Loan Party.

“Loan Guaranty” means Article X of this Agreement and each separate Guarantee, in form and substance satisfactory to the Administrative Agent, delivered by a Loan Guarantor, as it may be amended or modified and in effect from time to time.

“Loan Parties” means the Borrowers, the Borrower’s domestic Subsidiaries that are party to a Loan Guaranty and any other Person who becomes a party to this Agreement pursuant to a Joinder Agreement or a Loan Guaranty or otherwise and their successors and assigns.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations, prospects or condition, financial or otherwise, of the Company and its Subsidiaries taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform any of their obligations under the Loan Documents, (c) the Collateral, or the Administrative Agent’s Liens (on behalf of itself and the Lenders) on the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the Administrative Agent, the Issuing Bank or the Lenders thereunder.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $20,000,000. For purposes of determining Material Indebtedness, the “obligations” of the Company or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Company or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Maturity Date” means August 8, 2012 or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

“Maximum Liability” has the meaning assigned to such term in Section 10.10.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Orderly Liquidation Value” means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined in a manner reasonably acceptable to the Administrative Agent by an appraiser reasonably acceptable to the Administrative Agent, net of all costs of liquidation thereof.

“Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer).

“Non-Paying Guarantor” has the meaning assigned to such term in Section 10.11.

“Note Purchase Agreement” means that certain Note Purchase Agreement dated as of May 17, 2006 between the Borrowers and the Purchasers, as amended, restated, supplemented or otherwise modified from time to time.

“Obligated Party” has the meaning assigned to such term in Section 10.02.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Loan Parties to the Lenders or to any Lender, the Administrative Agent, the Issuing Bank or any indemnified party arising under the Loan Documents.

“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person (other than operating leases or guaranties of operating leases).

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

“Overadvance” has the meaning assigned to such term in Section 2.05(b).

“Participant” has the meaning set forth in Section 9.04.

“Paying Guarantor” has the meaning assigned to such term in Section 10.11.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Acquisition” means the acquisition by the Company or a wholly-owned Subsidiary thereof of an Acquired Entity or Business (including by way of merger of such Acquired Entity or Business with and into the Company (so long as the Company is the surviving corporation) or a wholly-owned Subsidiary thereof (so long as the wholly-owned Subsidiary is the surviving corporation)); provided that, in each case, (a) the consideration paid or to be paid by the Company or such wholly-owned Subsidiary consists solely of cash, the issuance or incurrence of Indebtedness otherwise permitted by Section 6.01 or the issuance of common stock of the Company to the extent no Default exists pursuant to clause (m) of Article VII or would result therefrom; (b) in the case of the acquisition of the capital stock of any Person (including by way of merger), such Person shall own no capital stock of any other Person (excluding de minimis amounts) unless such Person directly or indirectly owns 100% of the capital stock of such other Person; (c) the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a business permitted by Section 6.03(b); (d) in the case of a stock acquisition, such acquisition shall have been approved by the board of directors of the Acquired Entity or Business; and (e) all applicable requirements of Section 6.04(g) applicable to Permitted Acquisitions are satisfied.

“Permitted Discretion” means a determination made in good faith and in the exercise of commercially reasonable (from the perspective of a secured asset-based lender) business judgment.

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes, assessments or governmental charges or levies that are not yet due and payable or are being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the

extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a rating of A1 or better from S&P or P-1 or better from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above or an investment bank reasonably satisfactory to the Administrative Agent; and

(e) investments in money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940 so long as such investments would not constitute more than 1% of any such fund’s portfolio assets.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prepayment Event” means:

(a) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan Party, other than dispositions described in Section 6.05(a), (b) or (f) except to the extent covered by (b) below;

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Loan Party with a fair value immediately prior to such event equal to or greater than $5,000,000; or

“Prime Rate” means the rate of interest per annum publicly announced from time to time by Chase as its prime rate at its offices at 270 Park Avenue in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Projections” has the meaning assigned to such term in Section 5.01(f).

“Protective Advance” has the meaning assigned to such term in Section 2.04.

“Purchasers” has the meaning assigned to such term in the Note Purchase Agreement.

“Register” has the meaning set forth in Section 9.04.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Reports” means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the Loan Parties’ assets from information furnished by or on behalf of the Loan Parties, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent.

“Required Lenders” means, at any time, Lenders having Revolving Exposure and unused Commitments representing greater than 50% of the sum of the total Revolving Exposure and unused Commitments at such time.

“Requirement of Law” means, as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserves” means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including, without limitation, an availability reserve, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, reserves for rent at locations leased by any Loan Party and for consignee’s, warehousemen’s and bailee’s charges, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in transit, reserves for Swap Obligations, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation which is reasonably likely to have a Material Adverse Effect, reserves for taxes, fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party and reserves for Restricted Payments as set forth in Section 6.08.

“Restricted Amount” means, at any time, an amount equal to the sum at such time of (a) the aggregate amount of investments made by Loan Parties after the Effective Date in the Equity Interests of Subsidiaries that are not Loan Parties made pursuant to Section 6.04(c), (b) the outstanding principal amount of intercompany loans and advances made by Loan Parties after the Effective Date to Subsidiaries which are not Loan Parties pursuant to Section 6.04(d) and (c) the aggregate principal amount of Indebtedness of Subsidiaries which are not Loan Parties which is guaranteed by Loan Parties after the Effective Date pursuant to Section 6.04(e) (in each case determined without regard to any write-downs or write-offs).

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Company or any option, warrant or other right to acquire any such Equity Interests in the Company.

“Revolving Exposure” means, with respect to any Lender at any time, the sum of (a) the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure plus (b) an amount equal to its Applicable Percentage of the aggregate principal amount of Swingline Loans at such time, plus (c) an amount equal to its Applicable Percentage of the aggregate principal amount of Overadvances outstanding at such time plus (d) an amount equal to its Applicable Percentage of the aggregate principal amount of Protective Advances at such time.

“Revolving Loan” means a Loan made pursuant to Section 2.01(a).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

“SEC” means the Securities and Exchange Commission of the United States, or any successor thereto.

“Secured Obligations” means all Obligations, together with all (i) Banking Services Obligations and (ii) Swap Obligations owing to one or more Lenders or their respective Affiliates; provided that at or prior to the time that any transaction relating to such Swap Obligation is executed, the Lender party thereto (other than Chase) shall have delivered written notice to the Administrative Agent that such a transaction has been entered into and that it constitutes a Secured Obligation entitled to the benefits of the Collateral Documents.

“Security Agreement” means that certain Security Agreement, dated as of the date hereof, between the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, and any other pledge or security agreement entered into, after the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document), or any other Person, as the same may be amended, restated or otherwise modified from time to time.

“Settlement” has the meaning assigned to such term in Section 2.05(d).

“Settlement Date” has the meaning assigned to such term in Section 2.05(d).

“Specified Asset” means (a) any Equity Interest in any of the Borrowers (other than the Company), (b) any material intellectual property (including brandnames) owned by any of the foregoing Borrowers or (c) any other material business properties of any of the foregoing Persons (other than plants which have been determined by the applicable Person to be not needed in its business); provided, however, that notwithstanding the foregoing, any asset (including Equity Interests) of HDM which, together with all other assets of HDM or its subsidiaries previously sold, transferred or disposed of in the applicable fiscal year of the Company, comprises as of the date of such disposition less than 50% (in book value without regard to write-downs, other than with respect to write-downs of Inventory in the ordinary course of business) of the consolidated assets of HDM and its subsidiaries as of December 31 of the previous year shall not constitute a Specified Asset as of such date.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be

available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Indebtedness” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Secured Obligations to the reasonable written satisfaction of the Administrative Agent.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any direct or indirect subsidiary of the Company or a Loan Party, as applicable.

“Supermajority Lenders” means, at any time, Lenders having Revolving Exposure and unused Commitments representing at least 75% of the sum of the total Revolving Exposure and unused Commitments at such time.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“Swap Obligations” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction.

“Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.

“Swingline Loan” has the meaning assigned to such term in Section 2.05(a).

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Total Indebtedness” means, at any date, the aggregate principal amount of all Indebtedness of the Company and its Subsidiaries at such date excluding Guarantees, determined on a consolidated basis in accordance with GAAP.

“Transactions” means the execution, delivery and performance by the Borrowers of this Agreement, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

“Trigger Amount” has the meaning assigned to such term in Section 6.12.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of Illinois or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.

“Wholly-Owned Subsidiary” shall mean, as to any Person, (i) any corporation 100% of whose capital stock (other than director’s qualifying shares) is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such time.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

SECTION 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

ARTICLE II

The Credits

SECTION 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Exposure exceeding such Lender’s Commitment or (b) the total Revolving Exposures exceeding the lesser of (x) the sum of the total Commitments or (y) the Borrowing Base, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

SECTION 2.02 Loans and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. Any Protective Advance, any Overadvance and any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.04 and 2.05.

(b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower Representative may request in accordance herewith, provided that all Borrowings made on the Effective Date must be made as ABR Borrowings but may be converted into Eurodollar Borrowings in accordance with Section 2.08. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is not less than $5,000,000. ABR Revolving Borrowings and Swingline Borrowings may be in any amount. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 6 Eurodollar Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03 Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower Representative shall notify the Administrative Agent of such request either in writing (delivered by hand or facsimile) in a form approved by the Administrative Agent and signed by

the Borrower Representative or by telephone (a) in the case of a Eurodollar Borrowing, not later than 10:00 a.m., Chicago time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than noon, Chicago time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) shall be given not later than 9:00 a.m., Chicago time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:

(i) the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.”

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04 Protective Advances. (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any time exceed $30,000,000; provided further that, the aggregate Revolving Exposure shall not exceed the aggregate Commitments; and provided further that no Protective Advances shall be made unless a Default has occurred and is continuing. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the

Administrative Agent may require the Lenders to fund their risk participations described in Section 2.04(b).

(b) Upon the making of a Protective Advance by the Administrative Agent, each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance.

SECTION 2.05 Swingline Loans and Overadvances. (a) The Administrative Agent, the Swingline Lender and the Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Swingline Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Lenders and in the amount requested, same day funds to the Borrowers on the applicable Borrowing date to the Funding Account (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(d). Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. The aggregate amount of Swingline Loans outstanding at any time shall not exceed $25,000,000. The Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Availability (before giving effect to such Swingline Loan). All Swingline Loans shall be ABR Borrowings.

(b) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Administrative Agent may in its sole discretion (but with absolutely no obligation), make Revolving Loans to the Borrowers, on behalf of the Lenders, in amounts that exceed Availability (any such excess Revolving Loans are herein referred to collectively as “Overadvances”); provided that, no Overadvance shall result in a Default due to Borrowers’ failure to comply with Section 2.01 for so long as such Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the condition precedent set forth in Section 4.02(c) has not been satisfied. All Overadvances shall constitute ABR Borrowings. The authority of the Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed $25,000,000 at any time, no Overadvance may remain outstanding for more than thirty days and no Overadvance shall cause any Lender’s Revolving Exposure to exceed its Commitment; provided that, the Required Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof.

(c) Upon the making of a Swingline Loan or an Overadvance (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan or Overadvance), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender or the Administrative Agent, as the case may be, without recourse or warranty, an undivided interest and participation in such Swingline Loan or Overadvance in proportion to its Applicable Percentage of the Commitment. The Swingline Lender or the Administrative Agent may, at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Swingline Loan or Overadvance purchased hereunder, the Administrative Agent shall

promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Loan.

(d) The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the Lenders on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 noon Chicago time on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall transfer the amount of such Lender’s Applicable Percentage of the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not later than 2:00 p.m., Chicago time, on such Settlement Date. Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on such Settlement Date, the Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.07.

SECTION 2.06 Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower Representative may request the issuance of Letters of Credit for its own account or for the account of another Borrower (which, in either case may be for the benefit of a creditor of any Loan Party), in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrowers to, or entered into by the Borrowers with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Upon the effectiveness of this Agreement, each Existing Letter of Credit shall, without any further action by any party, be deemed to have been issued as a Letter of Credit hereunder on the date of such effectiveness and shall for all purposes hereof be treated as a Letter of Credit under this Agreement.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall hand deliver or send by facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (prior to 9:00 am, Chicago time, at least three Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $100,000,000 and (ii) the total Revolving Exposures shall not exceed the lesser of the total Commitments and the Borrowing Base.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) except as otherwise provided in the following proviso, the date that is five Business Days prior to the Maturity Date; provided, however, that notwithstanding the foregoing, a Letter of Credit may be issued with an expiry date up to one year after the Maturity Date but, in such event, the Borrowers shall, at the request of the Administrative Agent, at least five Business Days prior to the Maturity Date, either provide to the Administrative Agent a back-up letter of credit satisfactory in all respects to the Administrative Agent or else provide cash collateral for such Letter of Credit in an amount equal to 105% of all LC Exposure with respect thereto, which cash collateral shall be held and treated in the manner set forth in Section 2.06(j).

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 11:00 a.m., Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago time, on the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR

Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrowers’ joint and several obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by any Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed by facsimile) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of

this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among the Borrower Representative, the Administrative Agent, the replaced Issuing Bank and a successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization. Immediately upon (i) the Maturity Date, (ii) the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII or (iii) the declaration by the Administrative Agent or the Required Lenders that the Loans are due and payable pursuant to Article VIII, then without demand or other notice of any kind, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the LC Exposure as of such date plus accrued and unpaid interest thereon. The Borrowers’ obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all such Defaults have been cured or waived.

SECTION 2.07 Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 2:00 p.m., Chicago time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower Representative by promptly crediting the amounts so received, in like funds, to the Funding Account(s); provided that ABR Revolving Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank and (ii) a Protective Advance or an Overadvance shall be retained by the Administrative Agent (or, to the extent the Lenders have funded their participations therein, remitted to the Lenders).

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.08 Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower Representative may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower Representative may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, Overadvances or Protective Advances, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower Representative.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrower and the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if a Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as a Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.09 Termination, Reduction and Increase of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b) The Company may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit satisfactory to the Administrative Agent in its sole discretion) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees payable to the Loan Parties hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon.

(c) The Company may from time to time reduce the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000, (ii) at no time shall the aggregate amount of the Commitments be reduced to less than $400,000,000 unless they are terminated in their entirety and (iii) the Company shall not reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the total Commitments and the Borrowing Base.

(d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

(e) The Company may, from time to time, at its option but with the consent of the Administrative Agent, seek to increase the total Commitments by up to an aggregate amount of $100,000,000 (resulting in maximum total Commitments of $650,000,000 upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. After delivery of such notice, the Administrative Agent or the Company, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent, the Issuing Bank, the Swingline Lender and the Company. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrowers shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrowers accept such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitment. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. The Borrowers shall make any payments under Section 2.11 resulting from such assignments. Any such increase of the total Commitments shall be subject to receipt by the Administrative Agent from the Borrowers of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.

SECTION 2.10 Repayment of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally, jointly and severally promise to pay (i) to the Administrative Agent for the account of each Lender or the Swingline Lender, as applicable, the then unpaid principal amount of each Revolving Loan and Swingline Loan on the Maturity Date, (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent, and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earliest of the Maturity Date, the 30^th day after such Overadvance is made and demand by the Administrative Agent.

(b) At all times that full cash dominion is in effect pursuant to Section 7.3 of the Security Agreement, on each Business Day, the Administrative Agent shall apply all funds credited to the Collection Account the previous Business Day (whether or not immediately available) first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans and Swing Line Loans and to cash collateralize outstanding LC Exposure.

(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.

(f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.11 Prepayment of Loans. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (e) of this Section.

(b) Except for Overadvances permitted under Section 2.05, in the event and on such occasion that the total Revolving Exposure exceeds the lesser of (A) the aggregate Commitments or (B) the Borrowing Base, the Borrowers shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount equal to such excess.

(c) In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received by any Loan Party, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Proceeds, provided that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event” (such event, an “Asset Sale”), no prepayment shall be required except to the extent the Net Proceeds from such Asset Sale, taken together with any other Asset Sales during the same fiscal year, exceed $10,000,000, and provided further that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower Representative shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Loan Parties intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Loan Parties, and certifying that no Default has occurred and is continuing, then either (i) so long as full cash dominion is not in effect, no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate or (ii) if full cash dominion is in effect, if the Net Proceeds specified in such certificate are to be applied by (A) the Borrowers, then such Net Proceeds shall be applied by the Administrative Agent to reduce the outstanding principal balance of the Revolving Loans (without a permanent reduction of the Commitment) and upon such application, the Administrative Agent shall establish a Reserve against the Borrowing Base in an amount equal to the amount of such proceeds so applied and (B) any Loan Party that is not a Borrower, then such Net Proceeds shall be deposited in a cash collateral account and in either case, thereafter, such funds shall be made available to the applicable Loan Party as follows:

(1) The Borrower Representative shall request a Revolving Loan (specifying that the request is to use Net Proceeds pursuant to this Section) or the applicable Loan Party shall request a release from the cash collateral account be made in the amount needed;

(2) so long as the conditions set forth in Section 4.02 have been met, the Lenders shall make such Revolving Loan or the Administrative Agent shall release funds from the cash collateral account; and

(3) in the case of Net Proceeds applied against the Revolving Loan, the Reserve established with respect to such proceeds shall be reduced by the amount of such Revolving Loan;

provided that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365-day period, a prepayment shall be required at such time in an amount equal to such Net Proceeds that have not been so applied; provided, further that the Borrowers shall not be permitted to make elections to use Net Proceeds to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) with respect to Net Proceeds in any fiscal year in an aggregate amount in excess of $30,000,000.

(d) All such amounts pursuant to Section 2.11(c) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swing Line Loans) without a corresponding reduction in the Commitment.

(e) The Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later than 10:00 a.m., Chicago time, two Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 10:00 a.m., Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

SECTION 2.12 Fees. (a) The Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Available Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Lenders’ Commitments terminate. Accrued commitment fees shall be payable in arrears on the first Business Day of each calendar month and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which

such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of .125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar quarter shall be payable on the first Business Day of each fiscal quarter following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon in writing signed by the Company and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.13 Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Each Protective Advance and each Overadvance shall bear interest at the Alternate Base Rate plus the Applicable Rate for Revolving Loans plus 2%.

(d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(e) Accrued interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(f) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed. The applicable Alternate Base Rate, Adjusted LIBO Rate and LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.14 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.15 Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender

or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and showing the basis for the calculation thereof, shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower Representative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.16 Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(d) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19, then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section and showing the basis for the calculation thereof, shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

SECTION 2.17 Taxes. (a) Any and all payments by or on account of any obligation of the Borrowers hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrowers shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after

making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrowers shall jointly and severally indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrowers hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Representative by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a Governmental Authority, the Borrower Representative shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower Representative (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower Representative as will permit such payments to be made without withholding or at a reduced rate.

(f) If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to the Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section 2.17 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrowers, upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrowers or any other Person.

SECTION 2.18 Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) The Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Chicago time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 120 South LaSalle Street, Chicago, Illinois, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. At all times that full cash dominion is in effect pursuant to Section 7.3 of the Security Agreement, solely for purposes of determining the amount of Loans available for borrowing purposes, checks (in addition to immediately available funds applied pursuant to Section 2.10(b)) from collections of items of payment and proceeds of any Collateral shall be applied in whole or in part against the Obligations, on the Business Day after receipt, subject to actual collection.

(b) Any proceeds of Collateral received by the Administrative Agent (i) not constituting (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect (which shall be applied in accordance with Section 2.10(b)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Issuing Bank from the Borrowers (other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers (other than in connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest then due and payable on the Loans (other than the Overadvances and Protective Advances) ratably, sixth, to prepay principal on the Loans (other than the Overadvances and Protective Advances) and unreimbursed LC Disbursements ratably, seventh, on or after (i) the Maturity Date, (ii) the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII or (iii) the declaration by the Administrative Agent or the Required Lenders that the Loans are due and payable pursuant to Article VIII, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, eighth, to pay any amounts owing with respect to Banking Services and Swap Obligations, ratably, ninth, to pay any other Secured Obligation due to the Administrative Agent or any Lender by the Borrowers, and tenth, to the Borrowers or whomever a court of competent jurisdiction may order. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders

shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

(c) At the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Administrative Agent. Each Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans and Overadvances, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05, as applicable and (ii) the Administrative Agent to charge any deposit account of any Borrower maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

(d) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

(e) Unless the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective

Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(f) If any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid.

SECTION 2.19 Mitigation Obligations; Replacement of Lenders. If any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then:

(a) such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender (and the Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment);

(b) the Borrowers may, at their sole expense and effort, require such Lender or any Lender that defaults in its obligation to fund Loans hereunder (herein, a “Departing Lender”), upon notice to the Departing Lender and the Administrative Agent, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld, (ii) the Departing Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Departing Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

SECTION 2.20 Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.20 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.20 shall survive the termination of this Agreement.

ARTICLE III

Representations and Warranties

Each Loan Party represents and warrants to the Lenders that:

SECTION 3.01 Organization; Powers. Each of the Loan Parties and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02 Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and each of such Loan Documents constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03 Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate the Certificate of Incorporation, by-laws or other organizational documents governing any Loan Party, (c) will not violate any Requirement of Law applicable to any Loan Party or any of its Subsidiaries, (d) will not violate or result in a default under any material indenture, material agreement or other material instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any material payment to be made by any Loan Party or any of its Subsidiaries, and (e) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens created pursuant to the Loan Documents.

SECTION 3.04 Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2006, reported on by KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

(b) No event, change or condition has occurred that has had, or could reasonably be expected to have or cause, a Material Adverse Effect, since December 31, 2006.

SECTION 3.05 Properties. (a) As of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is owned or leased by each Loan Party at which Collateral having a value of $1,000,000 or more is located. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and, to the knowledge of

Borrowers, no default by any party to any such lease or sublease exists. Each of the Loan Parties and its Subsidiaries has good and indefeasible title to, or valid leasehold interests in, all its real and personal property, free of all Liens other than those permitted by Section 6.02.

(b) Each Loan Party and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted, a correct and complete list of such trademarks, tradenames, copyrights, patents and other intellectual property which are material, as of the date of this Agreement, is set forth on Schedule 3.05, and the use thereof by the Loan Parties and its Subsidiaries does not infringe in any material respect upon the rights of any other Person, and except as set forth on such Schedule, the Loan Parties’ rights thereto are not subject to any licensing agreement or similar arrangement.

SECTION 3.06 Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or directly affecting the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.

(b) (i) No Loan Party nor any of its Subsidiaries has received written notice of any claim with respect to any material Environmental Liability or knows of any basis for any material Environmental Liability and (ii) except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any of its Subsidiaries (1) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law or (2) has become subject to any Environmental Liability.

SECTION 3.07 Compliance with Laws and Agreements. Each Loan Party and its Subsidiaries is in compliance with all Requirements of Law applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Event of Default has occurred and is continuing.

SECTION 3.08 Investment Company Status. No Loan Party nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.09 Taxes. Each Loan Party and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves. No tax liens have been filed and no claims are being asserted with respect to any such taxes.

SECTION 3.10 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $50,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based

on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $50,000,000 the fair market value of the assets of all such underfunded Plans.

SECTION 3.11 Disclosure. The Company has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other written factual information so furnished) taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date.

SECTION 3.12 Material Agreements. All material agreements and contracts to which any Loan Party is a party or is bound as of the date of this Agreement are referenced or otherwise listed on Schedule 3.12. No Loan Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any material agreement to which it is a party or (ii) any agreement or instrument evidencing or governing material Indebtedness.

SECTION 3.13 Solvency. Immediately after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted after the Effective Date.

(b) No Loan Party intends to, or will permit any of its Subsidiaries to, and no Loan Party believes that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

SECTION 3.14 Insurance. Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and the Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The Company believes that the insurance maintained by or on behalf of the Company and the Subsidiaries is adequate. The expired insurance policies delivered to and reviewed by the Administrative Agent and its representatives in connection with entering into the Transactions are substantially similar to the Company’s current insurance policies. The Company agrees to provide the Agent and its representatives with copies of its current insurance policies upon receipt of same.

SECTION 3.15 Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a correct and complete list of the name and relationship to the Company of each and all of the Company’s Subsidiaries and (b) the type of entity of the Company and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

SECTION 3.16 Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement and (b) Liens perfected only by possession or control (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession or control of such Collateral.

SECTION 3.17 Employment Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending or, to the knowledge of the Borrowers, threatened. The hours worked by and payments made to employees of the Loan Parties and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters. All payments due from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Loan Party or such Subsidiary.

SECTION 3.18 Common Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the continued successful performance of the functions of the group of the Loan Parties as a whole and the successful operation of each of the other Loan Parties. Each Loan Party expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (i) successful operations of the other Loan Parties and (ii) the credit extended by the Lenders to the Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, will be of direct and indirect benefit to such Loan Party, and is in its best interest.

ARTICLE IV

Conditions

SECTION 4.01 Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) Credit Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan

Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 payable to the order of each such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders in form reasonably satisfactory to the Administrative Agent.

(b) Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Borrower for the December 31, 2005 and 2006 fiscal years, (ii) unaudited interim consolidated financial statements of the Borrower for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrower, as reflected in the financial statements or projections contained in the Information Memorandum and (iii) satisfactory projections through 2009.

(c) Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a short form good standing certificate for each Loan Party from its jurisdiction of organization.

(d) Closing Certificate. The Administrative Agent shall have received a certificate, signed by a Financial Officer of the Company and each other Loan Party, on the initial Borrowing date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in Article III are true and correct in all material respects as of such date, and (iii) certifying any other factual matters as may be reasonably requested by the Administrative Agent.

(e) Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date. All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower Representative to the Administrative Agent on or before the Effective Date.

(f) Lien Searches. The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions reasonably requested by the Administrative Agent, and such searches shall reveal no liens on any of the assets of the Loan Parties except for liens permitted by Section 6.02 or discharged on or prior to the Effective Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent.

(g) Pay-Off Letter. The Administrative Agent shall have received satisfactory pay-off letters for all existing Indebtedness to be repaid from the proceeds of the initial Borrowing

(including all Indebtedness arising under the Existing Credit Agreement and under that certain 6.83% Senior Notes Note Purchase Agreement of the Borrowers dated as of May 17, 2006, as amended) confirming that all Liens upon any of the property of the Loan Parties thereunder will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness shall have been cash collateralized, supported by a Letter of Credit or shall be Existing Letters of Credit and such agreements and all commitments thereunder shall be terminated.

(h) Funding Account. The Administrative Agent shall have received a notice setting forth the deposit account of the Company (the “Funding Account”) to which the Lender is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.

(i) Customer List. The Administrative Agent shall have received a list of customers of the Loan Parties in form and detail satisfactory to the Administrative Agent.

(j) Collateral Access and Control Agreements. The Administrative Agent shall have received (i) each Collateral Access Agreement that Administrative Agent shall require as a condition to closing as determined in its Permitted Discretion and (ii) each Control Agreement that Administrative Agent shall require as a condition to closing as determined in its Permitted Discretion, but expressly including Control Agreements with respect to the Borrowers’ deposit accounts and securities accounts at JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas, DWS Scudder Investments Service Company, PNC Bank, National Association, Evergreen Service Company, LLC and Wachovia Bank, National Association.

(k) Solvency. The Administrative Agent shall have received a solvency certificate from a Financial Officer in form and substance satisfactory to the Administrative Agent.

(l) Borrowing Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the Borrowing Base as of a date reasonably acceptable to the Administrative Agent.

(m) Closing Availability. After giving effect to all Borrowings to be made on the Effective Date and the issuance of any Letters of Credit on the Effective Date and payment of all fees and expenses due hereunder, and with all of the Loan Parties’ indebtedness, liabilities, and obligations current, the Borrower’s Availability (plus cash on hand, excluding the proceeds of any Loan) shall not be less than $150,000,000.

(n) Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation.

(o) Insurance. The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 5.09 and Section 4.12 of the Security Agreement.

(p) Letter of Credit Application. The Administrative Agent shall have received a properly completed letter of credit application if the issuance of a Letter of Credit will be required on the Effective Date.

(q) Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Bank, any Lender or their respective counsel may have reasonably requested.

The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 2:00 p.m., Chicago time, on or prior to August 15, 2007 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

SECTION 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (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), or, if they are not true and correct in all material respects, neither the Administrative Agent nor the Required Lenders shall have determined not to make any such Loan or instructed the Issuing Bank not to issue Letters of Credit as a result of the fact that such representation or warranty is untrue or incorrect.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing, or, if a Default shall have occurred and be continuing, neither the Administrative Agent nor the Required Lenders shall have determined not to make a Loan on the occasion of such Borrowing or instructed the Issuing Bank not to issue such Letter of Credit as a result of such Default.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the Loan Parties, with the Lenders that:

SECTION 5.01 Financial Statements; Borrowing Base and Other Information. The Company will furnish to the Administrative Agent:

(a) within 90 days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit other than any qualification regarding the adoption of accounting pronouncements) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefore and filed with the SEC shall be deemed to satisfy the requirements of this Section 5.01(a); and provided further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made such Form 10-K available on “EDGAR” and on its home page on the worldwide web (at the date of this Agreement located at www.furniturebrands.com) and shall have given Administrative Agent prior notice of such availability on EDGAR and its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

(b) within 45 days after the end of each of the first three fiscal quarters of the Company, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter 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 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, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 5.01(b); and provided further that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made Electronic Delivery thereof;

(c) if on any day in any fiscal month Availability is less than the Changeover Amount, within 30 days after the end of (i) the immediately preceding month, (ii) such month and (iii) each succeeding month until Availability has exceeded the Changeover Amount for 90 consecutive days, its consolidated and consolidating balance sheet and related statements of operations, stockholders’ equity 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 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;

(d) concurrently with any delivery of financial statements under clause (a), (b) or (c) above, a certificate of a Financial Officer of the Company in substantially the form of Exhibit C (a “Compliance Certificate”) (i) certifying, in the case of the financial statements delivered under clause (b) or (c), as presenting fairly in all material respects the financial condition and results of operations of the Borrower 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, (ii) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.12, if applicable, (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate and (v) setting forth (only in the case of certificates delivered concurrently with financial statements delivered pursuant to (a) or (b) above) a computation of Average Availability for the applicable fiscal quarter end;

(e) within 30 days immediately following the end of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company for each quarter of the then current fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative Agent;

(f) as soon as available but in any event within 25 days of the end of each calendar month (or, at any time Availability is less than the Changeover Amount, at the end of each calendar week, and at the end of each calendar week thereafter until Availability has exceeded the Changeover Amount for 90 consecutive days) and at such other times as may be necessary to re-determine availability of Advances hereunder or as may be requested by the Administrative Agent, as of the period then ended, a Borrowing Base Certificate and supporting information in connection therewith, together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request;

(g) as soon as available but in any event within 25 days of the end of each calendar month (or, at any time Availability is less than the Changeover Amount, at the end of each calendar week, and at the end of each calendar week thereafter until Availability has exceeded the Changeover Amount for 90 consecutive days) and at such other times as may be requested by the Administrative Agent, as of the period then ended, all delivered electronically in a text formatted file acceptable to the Administrative Agent:

(i) a detailed schedule and aging of the Accounts (1) including all invoices aged by invoice date and due date (with an explanation of the terms offered) and (2) reconciled to the Borrowing Base Certificate delivered as of such date prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying the name and balance due for each Account Debtor:

(ii) a schedule detailing the Inventory, in form satisfactory to the Administrative Agent, (1) by location (showing Inventory in transit, any Inventory located with a third party under any consignment, bailee arrangement, or warehouse agreement), by class (raw material, work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued at the lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves as the Administrative Agent has previously indicated to the Company are deemed by the Administrative Agent to be appropriate, (2) including a report of any variances or other results of Inventory

counts performed by the Loan Parties since the last Inventory schedule (including information regarding sales or other reductions, additions, returns, credits issued by the Loan Parties and complaints and claims made against the Loan Parties), and (3) reconciled to the Borrowing Base Certificate delivered as of such date;

(iii) a worksheet of calculations prepared by the Company to determine Eligible Accounts and Eligible Inventory, such worksheets detailing the Accounts and Inventory excluded from Eligible Accounts and Eligible Inventory and the reason for such exclusion;

(iv) a reconciliation of the Accounts and Inventory between the amounts shown in the Loan Parties’ general ledger and financial statements and the reports delivered pursuant to clauses (i) and (ii) above; and

(v) a reconciliation of the loan balance per the Loan Parties’ general ledger to the loan balance under this Agreement.

(h) promptly upon the Administrative Agent’s request:

(i) copies of invoices in connection with the invoices issued by the Loan Parties in connection with any Accounts, credit memos, shipping and delivery documents, and other information related thereto;

(ii) copies of purchase orders, invoices, and shipping and delivery documents in connection with any Inventory or Equipment purchased by any Loan Party; and

(iii) a schedule detailing the balance of all intercompany accounts of the Loan Parties;

(i) as soon as available but in any event within 25 days of the end of each calendar month and at such other times as may be requested by the Administrative Agent, as of the period then ended, the Loan Parties’ sales journal, cash receipts journal (identifying trade and non-trade cash receipts) and debit memo/credit memo journal;

(j) upon request of Administrative Agent, copies of all tax returns filed by any Loan Party with the U.S. Internal Revenue Service;

(k) within 45 days after each June 30 starting June 30, 2008, an updated customer list for the Borrower and its Subsidiaries as of June 30, which list shall state the customer’s name, mailing address and phone number and shall be certified as true and correct by a Financial Officer of the Company; provided, however, that such list with respect to Broyhill Furniture Industries, Inc. shall also be furnished as soon as practicable after the date hereof;

(l) within 45 days after the last day of June of each year, a certificate of good standing for each Loan Party from the appropriate governmental officer in its jurisdiction of incorporation, formation, or organization;

(m) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with

the SEC, provided that in each case the Company shall be deemed to have made such delivery if it shall have made Electronic Delivery thereof; and

(n) 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.

SECTION 5.02 Notices of Material Events. The Borrowers will furnish to the Administrative Agent prompt written notice of the following:

(a) the occurrence of any Default;

(b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $20,000,000, (ii) seeks injunctive relief which could reasonably be expected to have a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $20,000,000, or (vii) involves any product recall;

(c) any Lien (other than Permitted Encumbrances or Liens otherwise permitted by Section 6.02) or claim made or asserted against any of the Collateral;

(d) any loss, damage, or destruction to the Collateral in the amount of $5,000,000 or more, whether or not covered by insurance;

(e) any and all written default notices received under or with respect to any leased location or public warehouse where Collateral with an aggregate value in excess of $5,000,000 is located (which shall be delivered within ten Business Days after receipt thereof);

(f) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto (which shall be delivered within ten Business Days);

(g) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $20,000,000; and

(h) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03 Existence; Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of

its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted except to the extent the failure to maintain such authority would not reasonably be expected to cause a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.04 Payment of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05 Maintenance of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, provided that the foregoing shall not prohibit any disposition under Section 6.05.

SECTION 5.06 Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (i) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (ii) permit any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent), upon reasonable prior notice during regular business hours and under guidance of officers of the Borrowers, to visit and inspect its properties, to examine and make extracts from their books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and intervals and as often as reasonably requested. After the occurrence and during the continuance of any Event of Default, each Loan Party shall provide the Administrative Agent with the names and contact information for its suppliers. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders.

SECTION 5.07 Compliance with Laws. Each Loan Party will, and will cause each Subsidiary to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.08 Use of Proceeds. The proceeds of the Loans will be used only for the general corporate purposes of the Company and its Subsidiaries in the ordinary course of business, including the refinancing of existing Indebtedness and for Permitted Acquisitions. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

SECTION 5.09 Insurance. Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers (a) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general

liability) and such other hazards, as is customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.

SECTION 5.10 Casualty and Condemnation. The Borrowers (a) will furnish to the Administrative Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents

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 one such appraisal per calendar year shall be at the expense of the Loan Parties.

SECTION 5.12 Depository Banks. The Loan Parties each will maintain one or more of the Lenders, or such other bank(s) as may be reasonably acceptable to Administrative Agent, as its principal depository bank, including for the maintenance of operating, administrative, cash management, collection activity, and other deposit accounts for the conduct of its business.

SECTION 5.13 Additional Collateral; Further Assurances. (a) Subject to applicable law, each Loan Party shall cause each of its domestic Subsidiaries (other than such domestic Subsidiaries having less than $10,000 of assets) formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party by executing the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral.

(b) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties.

(c) If at any time Availability shall fall below the Changeover Amount, then the Loan Parties shall promptly take the actions prescribed by the Security Agreement to establish cash dominion in favor of the Administrative Agent over the Loan Parties’ cash and Investment Property that constitutes Collateral. The obligation of the Loan Parties to comply with the foregoing requirement shall continue until Availability has exceeded the Changeover Amount for 90 consecutive days. The

Administrative Agent shall thereafter promptly take all necessary actions to terminate such cash dominion.

(d) Notwithstanding anything to the contrary herein or in the Security Agreement, (1)(a) the Loan Parties shall use commercially reasonable efforts to obtain within 60 days after the Effective Date each Collateral Access Agreement with respect to existing locations as contemplated by Section 4.8 of the Security Agreement and (b) until the expiration of such 60-day period, the absence of such Collateral Access Agreement shall not be the basis for exclusion of Inventory located at locations for which a Collateral Access Agreement would otherwise be required or for Reserves under the Borrowing Base, and (2)(a) the Loan Parties shall use commercially reasonable efforts to obtain within 60 days of the Effective Date each Control Agreement with respect to existing deposit accounts contemplated by Section 4.9 of the Security Agreement and (b) upon the expiration of such 60-day period, the Administrative Agent may, in its Permitted Discretion, establish a Reserve and require the applicable Loan Party(ies) to open and maintain new deposit accounts as contemplated by Section 4.9 of the Security Agreement.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Loan Parties covenant and agree, jointly and severally, with the Lenders that:

SECTION 6.01 Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

(a) the Secured Obligations;

(b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof;

(c) Indebtedness of any Borrower to any other Borrower, of any Borrower to any Subsidiary and of any Subsidiary to any Borrower or any other Subsidiary, provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to any Borrower or any Subsidiary that is a Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Borrower to any Subsidiary that is not a Borrower and Indebtedness of any Subsidiary that is a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent;

(d) Guarantees by any Borrower of Indebtedness of any other Borrower or any Subsidiary and by any Subsidiary of Indebtedness of any Borrower or any other Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by any Borrower or any Subsidiary that is a Loan Party of Indebtedness of any Subsidiary that is not a Loan Party (A) shall be subject to Section 6.04, and (B) shall (1) if either immediately prior to or immediately after giving effect to such Guarantee the Restricted Amount is greater than $20,000,000, be permitted only if after giving effect thereto and to the incurrence of the guaranteed Indebtedness, the Leverage Ratio does not exceed 5:1, or (2) if, either immediately prior to or immediately after giving effect to such Guarantee the Restricted Amount is greater than $50,000,000, be permitted only if after giving effect thereto and to the incurrence of the

guaranteed Indebtedness, the Leverage Ratio does not exceed 5:1 and Availability exceeds $125,000,000, and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations;

(e) Indebtedness of any Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with the aggregate principal amount of Indebtedness permitted by clause 6.01(j) below shall not exceed $80,000,000 at any time outstanding;

(f) Indebtedness which represents an extension, refinancing, or renewal of any of the Indebtedness described in clauses (b), (e), (i) and (j) hereof; provided that, (i) the principal amount or interest rate of such Indebtedness is not increased, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) the terms of any such extension, refinancing, or renewal are not materially less favorable to the obligor thereunder than the original terms of such Indebtedness and (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness;

(g) Indebtedness owed to any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such person, in each case incurred in the ordinary course of business;

(h) Indebtedness of the Borrower or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business;

(i) Indebtedness under Swap Agreements permitted hereunder;

(j) Indebtedness of a Subsidiary existing at the time of acquisition thereof by the Company or a Subsidiary not to exceed $80,000,000 at the time of such acquisition (or Indebtedness assumed at the time of such an acquisition of an asset securing such Indebtedness), provided that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such acquisition, (ii) any Lien securing such Indebtedness is permitted under Section 6.02(e); and (iii) the aggregate principal amount of Indebtedness permitted by this clause (j) together with the aggregate principal amount of Indebtedness permitted by clause 6.01(e) above shall not exceed $80,000,000 at any time outstanding;

(k) Guarantees (i) of the Borrowers or any of their Subsidiaries as a guarantor of the lessee under any lease pursuant to which a Borrower or a Subsidiary is the lessee so long as such lease is otherwise permitted hereunder, (ii) of the Company constituting Guarantees by the Company of trade payables owing by its Subsidiaries in the ordinary course of business, (iii) of the Company and/or Thomasville consisting of Guarantees (with the maximum amount guaranteed at any time pursuant to this clause (iii) not to exceed $7,500,000 in the aggregate) of actual or potential claims under Environmental Laws, and (iv) of any Borrower or any Subsidiary as a guarantor of the obligations of a lessee under any lease pursuant to which a third party is the lessee not to exceed $160,000,000 in the aggregate; and

(l) other unsecured Indebtedness in an aggregate principal amount not exceeding $50,000,000 at any time outstanding; provided, that, if, at the time of incurrence of any such other unsecured Indebtedness under this clause (l), the Leverage Ratio does not exceed 5:1 (giving effect to such incurrence), then such maximum amount shall be $125,000,000.

SECTION 6.02 Liens. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a) Liens created pursuant to any Loan Document;

(b) Permitted Encumbrances;

(c) any Lien on any property or asset of any Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of such Borrower or Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary;

(e) any Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Loan Party after the date hereof prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Loan Party and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(f) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;

(g) Liens arising out of sale and leaseback transactions permitted by Section 6.06;

(h) Liens granted by a Subsidiary that is not a Loan Party in favor of the Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary;

(i) (i) licenses, leases or subleases granted to other Persons in the ordinary course of business and not materially interfering with the conduct of the business of the Company and its Subsidiaries taken as a whole, (ii) Liens arising from precautionary UCC financing statements regarding operating leases and (iii) statutory and common law landlords’ liens under leases to which any of the Company and/or its Subsidiaries is a party;

(j) any interest or title of a lessor, sublessor, licensee or licensor under any lease or license agreement not prohibited by this Agreement; and

(k) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods.

Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.02 may at any time attach to any Loan Party’s (1) Accounts, other than those permitted under clause (a) of the definition of Permitted Encumbrances and clause (a) above, (2) Inventory, other than those permitted under clause (a) or (b) of the definition of Permitted Encumbrances and clause (a) above, or (3) Equity Interests in any Subsidiary.

SECTION 6.03 Fundamental Changes. (a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Person may merge into any Borrower in a transaction in which the surviving entity is any Borrower, (ii) any Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and, if any party to such merger is a Subsidiary that is a Loan Party, is or becomes a Subsidiary that is Loan Party concurrently with such merger, and (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of any Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related or complimentary thereto.

SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or

purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except:

(a) Permitted Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Lenders;

(b) investments in existence on the date of this Agreement and described in Schedule 6.04;

(c) investments by the Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries, provided that (i) at no time shall the Restricted Amount exceed $150,000,000 and (ii) any investments made by Loan Parties in Subsidiaries which are not Loan Parties pursuant to this clause (c) shall be made only using the proceeds of Indebtedness incurred pursuant to Section 6.01(l) with the exception of (w) any investment immediately prior to and immediately after giving effect to which the Restricted Amount is $20,000,000 or less, (x) any investment immediately prior to and immediately after giving effect to which the Restricted Amount is greater than $20,000,000 but less than or equal to $50,000,000 if Availability exceeds $125,000,000 at the time of such investment, (y) any investment financed by unsecured Indebtedness, immediately prior to and immediately after giving effect to which the Leverage Ratio does not exceed 5:1, and (z) investments in an aggregate amount equal to the aggregate amount of proceeds received as of the time of such investment from asset dispositions permitted by Section 6.05(g);

(d) loans or advances made by any Borrower to any Subsidiary or made by any Subsidiary to any other Borrower or any other Subsidiary, provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement, (ii) at no time shall the Restricted Amount exceed $150,000,000 and (iii) any such loans and advances made pursuant to this clause (d) by Loan Parties to Subsidiaries which are not Loan Parties (other than any loan or advance immediately prior to and immediately after giving effect to which the Restricted Amount is $20,000,000 or less (or if, giving effect to such loan or advance, Availability exceeds $125,000,000, $50,000,000 or less)) shall be made only using the proceeds of Indebtedness incurred pursuant to Section 6.01(l);

(e) Guarantees constituting Indebtedness permitted by Section 6.01, provided that at no time shall the Restricted Amount exceed $150,000,000;

(f) loans or advances made by a Loan Party to its directors, officers and other employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $1,000,000 in the aggregate at any one time outstanding;

(g) subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to plans of reorganization in bankruptcy cases or negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices;

(h) investments in the form of Swap Agreements permitted by Section 6.07;

(i) investments of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or any of the Subsidiaries (including in

connection with a permitted acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger;

(j) investments received in connection with the dispositions of assets permitted by Section 6.05;

(k) investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”; and

(l) subject to the provisions of this Section 6.04(l) and the requirements contained in the definition of Permitted Acquisition, the Company and its wholly-owned Subsidiaries may from time to time make investments in the form of Permitted Acquisitions so long as: (i) no Default shall have occurred and be continuing at the time of the consummation of the proposed investment or immediately after giving effect thereto; (ii) the aggregate amount of consideration (both cash and non-cash) for any investment made pursuant to this Section 6.04(l), when added to the aggregate amount of such consideration for all other investments made pursuant to this Section 6.04(l) in the same calendar year as the calendar year in which such investment occurs does not exceed $50,000,000 (or $150,000,000 if the Fixed Charge Coverage Ratio, determined as of the end of the most recently ended fiscal quarter giving pro forma effect to the proposed investment as if made at the start of the preceding four fiscal quarter period, is greater than 1.2 to 1.0), (iii) if the proposed investment is for aggregate consideration of $50,000,000 or more, the Company shall have given to the Administrative Agent written notice of such proposed investment at least ten (10) Business Days prior to consummation of such investment (or such shorter period of time as may be reasonably acceptable to the Administrative Agent), which notice shall be executed by a Financial Officer and (A) shall describe in reasonable detail the principal terms and conditions of such investment and (B) include computations in reasonable detail reflecting that after giving effect to such proposed investment and any Indebtedness to be incurred in connection therewith, the Company is in compliance with Section 6.12, if applicable; (iv) at the time of any such investment involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other Equity Interest of any Person, the Borrower and its Subsidiaries shall have complied with Section 5.13; and (v) there shall exist at least $75,000,000 of Availability both immediately before and immediately after consummation of such Permitted Acquisition.

SECTION 6.05 Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to any Borrower or another Subsidiary in compliance with Section 6.04), except:

(a) (i) sales, transfers and dispositions of inventory in the ordinary course of business and (ii) sales, transfers, leases and other dispositions of used, obsolete, worn out or surplus equipment or property in the ordinary course of business;

(b) sales, transfers, leases and other dispositions to any Borrower or any Subsidiary, provided that any such sales, transfers, leases or other dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.09;

(c) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof;

(d) sales, transfers and dispositions of investments permitted by clauses (i) and (k) of Section 6.04;

(e) sale and leaseback transactions permitted by Section 6.06;

(f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; and

(g) so long as no Event of Default shall have occurred and is continuing, sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any other paragraph of this Section, provided that (i) the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this paragraph (g) shall not exceed $125,000,000 during any fiscal year of the Company or $350,000,000 over the term of this Agreement and (ii) no sale, transfer or other disposition of a Specified Asset shall be permitted by this clause (g) without the consent of the Required Lenders;

provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by paragraphs (b), (c) and (f) above) shall be made for fair value and for at least 75% cash consideration.

SECTION 6.06 Sale and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets by any Borrower or any Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within 180 days after any Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset.

SECTION 6.07 Swap Agreements. No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which any Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of any Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary.

SECTION 6.08 Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except

(i)

each Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock,

(ii)

Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests,

	(iii)		so long as there exists no Event of Default,

			(A) if, after giving effect to such Restricted Payment and any Revolving Loan incurred to fund such Restricted Payment, Availability is greater than $50,000,000 but less than or equal to $75,000,000 and the Fixed Charge Coverage Ratio (computed giving effect to such Restricted Payment on a pro forma basis as of the most recent fiscal quarter end or month end, as applicable, for which financial statements have been delivered pursuant to Section 5.01) is at least 1.1:1.0, the Company may declare and pay cash dividends which, when aggregated with all cash dividends previously paid in the same fiscal year pursuant to this subsection (iii), do not exceed $.64 per common share per fiscal year (adjusted for any stock splits after the Effective Date);

			(B) if, after giving effect to such Restricted Payment and any Revolving Loan incurred to fund such Restricted Payment, Availability is greater than $75,000,000 but less than or equal to $125,000,000, the Company may declare and pay cash dividends which, when aggregated with all cash dividends previously paid in the same fiscal year pursuant to this subsection (iii), do not exceed $.70 per common share per fiscal year (adjusted for any stock splits after the Effective Date), and may make repurchases of a number of its common shares not in excess of the number of common shares issued by the Company through the exercise of employee stock options during such fiscal year;

			(C) if, after giving effect to such Restricted Payment and any Revolving Loan incurred to fund such Restricted Payment, Availability is greater than $125,000,000, the Company may declare and pay cash dividends and make repurchases of its common shares, which, when aggregated with all cash dividends and share repurchases previously made in the same fiscal year pursuant to this subsection (iii) do not exceed $75,000,000.

This Section 6.08 shall not prohibit the payment of a Restricted Payment if such Restricted Payment was, at the time of declaration of such Restricted Payment, permitted by this Section 6.08.

In addition to such other Reserves as the Administrative Agent may establish against the Borrowing Base, if Availability is at any time less than the Changeover Amount, the Administrative Agent may, in its Permitted Discretion, establish Reserves in the amount of any Restricted Payment declared but not yet paid pursuant to this Section 6.08. Any such Reserve shall remain in effect until Availability exceeds $75,000,000 or such earlier date as the Administrative Agent shall determine.

(b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Subordinated Indebtedness to the extent such payments are prohibited by the subordination provisions thereof, and provided that no such payment or distribution shall be permitted if at such time Availability is not greater than $75,000,000.

SECTION 6.09 Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to a Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among any Borrowers and any Subsidiary that is a Loan Party not involving any other Affiliate, (c) any investment permitted by Sections 6.04(c) or 6.04(d), (d) any Indebtedness permitted under Section 6.01(c), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to directors, officers or other employees

permitted under Section 6.04, (g) the payment of reasonable fees to directors of any Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Company or its Subsidiaries in the ordinary course of business, (h) any transactions permitted by Section 6.03 and (i) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors.

SECTION 6.10 Restrictive Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.

SECTION 6.11 Amendment of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under (a) agreement relating to any Subordinated Indebtedness or (b) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents, to the extent any such amendment, modification or waiver would be adverse to the Lenders.

SECTION 6.12 Financial Covenant. The Borrowers will not permit the Fixed Charge Coverage Ratio, determined for any period of four consecutive fiscal quarters (or, as applicable, 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 four fiscal quarter (or, as applicable, twelve month) period for which financial statements have been delivered pursuant to Section 5.01 (a), (b) or (c) 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 four fiscal quarter basis unless the Borrowers are at the applicable time subject to reporting under Section 5.01(c), in which case such determinations 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.

SECTION 6.13 Change in Fiscal Year. The Company shall not change its fiscal year to end on any date other than December 31 of each year.

ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a) any Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

(c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made;

(d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect to a Loan Party’s existence) or 5.08 or in Article VI;

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of Section 5.01, 5.02 (other than Section 5.02(a)), 5.03 through 5.07, 5.09, 5.10, 5.12 or 5.13(c) of this Agreement or (ii) 30 days after the earlier of knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of any other Section of this Agreement;

(f) any Loan Party or any Subsidiary shall fail (beyond any applicable grace or cure period) to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal,

state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $40,000,000 shall be rendered against any Loan Party, any Subsidiary of any Loan Party or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any Subsidiary of any Loan Party to enforce any such judgment or any Loan Party or any Subsidiary of any Loan Party shall fail within 60 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;

(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(m) a Change in Control shall occur;

(n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of cure or grace therein provided;

(o) the Loan Guaranty shall fail to remain in full force or effect or any Loan Party shall take any action to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect;

(p) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the terms of this Agreement or any Collateral Document, or any Collateral

Document shall fail to remain in full force or effect or any Loan Party shall take any action to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document; or

(q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms);

then, and in every such event (other than an event with respect to any Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to the Borrowers described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ARTICLE VIII

The Administrative Agent

Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly

contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent hereunder which shall be a commercial bank reasonably acceptable to the Borrowers (which consent shall not be unreasonably withheld or delayed and shall not be required at any time when a Default exists). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent, with the consent of the Borrowers (which consent shall not be unreasonably withheld or delayed and shall not be required at any time when a Default exists) may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a commercial bank or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the

retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by or as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

The Syndication Agent and Co-Documentation Agents shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

ARTICLE IX

Miscellaneous

SECTION 9.01 Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

	(i)		if to any Loan Party, to the Company at:

			Furniture Brands International, Inc. 101 South Hanley Road St. Louis, MO 63105

Attention: Francis X. Ward, Vice President and Treasurer
Facsimile No: 314-863-5306

(ii)

if to the Administrative Agent, the Issuing Bank or the Swingline Lender, to Chase Bank at:

JPMorgan Chase Bank, N.A.
120 South LaSalle Street
Chicago, IL 60603
Attention: Lynne M. Ciaccia
Facsimile No: 312-661-6929

(iii)

if to any other Lender, to it at its address or facsimile number set forth in its Administrative Questionnaire.

All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received or (ii) sent by facsimile shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient on a Business Day, shall be deemed to have been given at the opening of business on the next Business Day for the recipient.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower Representative (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. All such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such notice or communication is available and identifying the website address therefor.

(c) Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

SECTION 9.02 Waivers; Amendments. (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the

purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or, (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby, (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, (iv) change Section 2.18(b) or (d) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender, (v) increase the advance rates set forth in the definition of Borrowing Base or add new categories of eligible assets, without the written consent of the Supermajority Lenders, (vi) change any of the provisions of this Section or the definitions of “Required Lenders” or “Supermajority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vii) release any Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (viii) except as provided in any Collateral Document, release all or substantially all of the Collateral, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be. The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to Section 9.04

(c) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of the all Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a manner reasonably satisfactory to each affected Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders; provided that, the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in

respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

SECTION 9.03 Expenses; Indemnity; Damage Waiver. (a) The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any actual or proposed amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with:

(i) appraisals and insurance reviews;

(ii) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination (which currently equal $850 per day per examiner plus out of pocket expenses);

(iii) background checks regarding senior management, as deemed necessary or appropriate in the commercially reasonable discretion of the Administrative Agent;

(iv) taxes, fees and other charges for (A) lien searches and (B) filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;

(v) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and

(vi) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral.

All of the foregoing costs and expenses may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.18(c).

(b) The Borrowers shall jointly and severally indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the reasonable out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan

Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c) To the extent that any Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.

(d) To the extent permitted by applicable law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable not later than 10 Business Days after written demand therefor.

SECTION 9.04 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrowers without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Company, provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other Person;

(B) the Administrative Agent; and

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 provided that Borrowers are not obligated to pay or reimburse such fee; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

For the purposes of this Section 9.04(b), the term “Approved Fund” has the following meaning:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering

all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with

the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as though it were a Lender.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05 Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic medium shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07 Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or

Affiliate to or for the credit or the account of the Borrowers or a Loan Guarantor against any of and all the Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The applicable Lender shall notify the Borrower Representative and the Administrative Agent of such set-off or application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process. (a) The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the internal laws (including, without limitation, 735 ILCS Section 105/5-1 et seq, but otherwise without regard to the conflict of laws provisions) of the State of Illinois, but giving effect to federal laws applicable to national banks.

(b) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any U.S. Federal or Illinois State court sitting in Chicago, Illinois in any action or proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Illinois State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12 Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) with the consent of the Company or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrowers. For the purposes of this Section, “Information” means all information received from the Borrowers relating to the Borrowers or their business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrowers; provided that, in the case of information received from the Borrowers after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWERS AND THEIR AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWERS, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

SECTION 9.13 Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law.

SECTION 9.14 USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrowers that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Act.

SECTION 9.15 Disclosure. Each Loan Party and each Lender hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates.

SECTION 9.16 Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions.

SECTION 9.17 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.18 Nature of Borrowers’ Obligations.

(a) Notwithstanding anything to the contrary contained elsewhere in this Agreement, it is understood and agreed by the various parties to this Agreement that all Obligations to repay principal of, interest on, and all other amounts with respect to, all Revolving Loans, Swingline Loans, LC Disbursements, Protective Advances and Overadvances and all other Obligations pursuant to this Agreement and under any Note (including, without limitation, all fees, indemnities, taxes and other Obligations in connection therewith or in connection with the related Commitments) shall constitute the joint and several obligations of the Company, Broyhill, HDM, Lane and Thomasville. In addition to the direct (and joint and several) obligations of the Borrowers with respect to Obligations as described above,

all such Obligations shall be guaranteed pursuant to, and in accordance with the terms of, the Loan Guaranty.

(b) The obligations of each Borrower with respect to the Obligations are independent of the obligations of the other Borrowers or any guarantor, and a separate action or actions may be brought and prosecuted against each Borrower, whether or not any other Borrower or any guarantor is joined in any such action or actions. Each Borrower waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by any Borrower or other circumstance which operates to toll any statute of limitations as to any Borrower shall, to the fullest extent permitted by law, operate to toll the statute of limitations as to each Borrower.

ARTICLE X

Loan Guaranty

SECTION 10.01 Guaranty. Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its Guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations.

SECTION 10.02 Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require the Administrative Agent, the Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor, or any other person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

SECTION 10.03 No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender, or any other person, whether in connection herewith or in any unrelated transactions.

(b) The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.

(c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).

SECTION 10.04 Defenses Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising out of any defense of the Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause of the liability of any Borrower or any Loan Guarantor, other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any person against any Obligated Party, or any other person. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor against any Obligated Party or any security.

SECTION 10.05 Rights of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Bank and the Lenders.

SECTION 10.06 Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of any Borrower or otherwise, each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Administrative Agent, the Issuing Bank and the Lenders are in possession of this Loan Guaranty. If acceleration of the time for payment of any of

the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Lender.

SECTION 10.07 Information. Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that neither the Administrative Agent, the Issuing Bank nor any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances or risks.

SECTION 10.08 Termination. The Lenders may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until five days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of that Guaranteed Obligations.

SECTION 10.09 Taxes. All payments of the Guaranteed Obligations will be made by each Loan Guarantor free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Loan Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Guarantor shall make such deductions and (iii) such Loan Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

SECTION 10.10 Maximum Liability. The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan Guarantor’s “Maximum Liability”. This Section with respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.

SECTION 10.11 Contribution. In the event any Loan Guarantor (a “Paying Guarantor”) shall make any payment or payments under this Loan Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty, each other Loan Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor an amount

equal to such Non-Paying Guarantor’s “Applicable Percentage” of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Article X, each Non-Paying Guarantor’s “Applicable Percentage” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Borrowers after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Loan Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Loan Guarantor, the aggregate amount of all monies received by such Loan Guarantors from the Borrowers after the date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Loan Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such Loan Guarantor’s Maximum Liability). Each of the Loan Guarantors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Guaranteed Obligations. This provision is for the benefit of both the Administrative Agent, the Issuing Bank, the Lenders and the Loan Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

SECTION 10.12 Liability Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

ARTICLE XI

The Borrower Representative

SECTION 11.01 Appointment; Nature of Relationship. The Company is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrower. The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01.

SECTION 11.02 Powers. The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative.

SECTION 11.03 Employment of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under any other Loan Document by or through a Financial Officer.

SECTION 11.04 Notices. Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default hereunder referring to this Agreement describing such Default and stating that such notice is a “notice of default.” In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date received by the Borrower Representative.

SECTION 11.05 Successor Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower Representative may resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent shall give prompt written notice of such resignation to the Lenders.

SECTION 11.06 Execution of Loan Documents; Borrowing Base Certificate. The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute and deliver to the Administrative Agent and the Lenders, the Loan Documents (except that each of the Loan Parties executed and delivered each of the Loan Documents to which such Loan Parties are signatories) and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including without limitation, the Borrowing Base Certificates, the Compliance Certificates and the Borrowing Requests. Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers.

SECTION 11.07 Reporting. Each Borrower hereby agrees that such Borrower shall furnish promptly after each fiscal month to the Borrower Representative a copy of its Borrowing Base Certificate and any other certificate or report required hereunder or requested by the Borrower Representative on which the Borrower Representative shall rely to prepare the Borrowing Base Certificates and Compliance Certificates required pursuant to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day 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. HICKORY BUSINESS FURNITURE, INC. THOMASVILLE HOME FURNISHINGS, INC. FURNITURE BRANDS RETAIL OPERATIONS, INC.
By	/s/ Lynn Chipperfield
	Name:	Lynn Chipperfield
	Title:	Senior Vice President of the Company and
	Vice President of each other Loan Parties On behalf of each of the above Loan Parties


		JPMORGAN CHASE BANK, N.A., individually, as
		Administrative Agent, Issuing Bank and Swingline
		Lender

		By		/s/ Lynne Ciaccia
		Name:		Lynne Ciaccia
		Title:		Vice President

		BANK OF AMERICA, N.A.

		By		/s/ Brian Conole
		Name:		Brian Conole
		Title:		Senior Vice President

		NATIONAL CITY BUSINESS CREDIT, INC.

		By		/s/ Michael P. Gutia
		Name:		Michael P. Gutia
		Title:		Vice President

		WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL)

		By		/s/ Steve Linderman
		Name:		Steve Linderman
		Title:		Managing Director

		WELLS FARGO FOOTHILL, LLC

		By		/s/ Dennis King
		Name:		Dennis King
		Title:		Vice President

		GENERAL ELECTRIC CAPITAL CORPORATION

		By		/s/ Robert M. Reeg
		Name:		Robert M. Reeg
		Title:		Duly Authorized Signatory


		RBS BUSINESS CAPITAL, A DIVISION OF RBS
		ASSET FINANCE, INC.

		By		/s/ Cyril Prince
		Name:		Cyril Prince
		Title:		Vice President

		THE CIT GROUP/ COMMERCIAL SERVICES, INC.

		By		/s/Catherine J. Harris
		Name:		Catherine J. Harris
		Title:		Vice President

		PNC BANK, NATIONAL ASSOCIATION

		By		/s/ Lee LaBine
		Name:		Lee LaBine
		Title:		Vice President

		NORTH FORK BUSINESS CAPITAL CORPORATION

		By		/s/ Michael S. Burns
		Name:		Michael S. Burns
		Title:		Senior Vice President

		FIFTH THIRD BANK, A MICHIGAN BANKING CORPORATION

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

		UPS CAPITAL CORPORATION

		By		/s/ John P. Holloway
		Name:		John P. Holloway
		Title:		Director of Portfolio Management

SCHEDULES


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

COMMITMENT SCHEDULE


Lender	Commitment
JPMorgan Chase Bank, N.A.	$	75,000,000
Bank of America, N.A.		75,000,000
National City Business Credit, Inc.		60,000,000
Wachovia Capital Finance Corporation (Central)		60,000,000
Wells Fargo Foothill, LLC		60,000,000
General Electric Capital Corporation		60,000,000
RBS Business Capital, A Division of RBS Asset Finance, Inc.		35,000,000
The CIT Group/ Commercial Services, Inc.		27,500,000
PNC Bank, National Association		27,500,000
North Fork Business Capital Corporation		25,000,000
Fifth Third Bank, a Michigan Banking Corporation		25,000,000
UPS Capital Corporation		20,000,000
Total	$	550,000,000


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

SCHEDULE 2.06

Existing Letters of Credit

The following is a list of all letters of credit issued and outstanding under the Existing Credit Agreement.

(see attached)


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

August 07, 2007

Import LC Outstanding
By Applicant and Bank Reference

Bank

Reference Numbers

Open

Expiry

Latest

Outstanding

Reference

Our Reference

Beneficiary Name

Date

Curr

Outstanding

USD Equivalent

HDM FURNITURE INDUSTRIES

Entity:

Applicant:

HENREDON

CBCI-582506

[*]

12/06/08

08/13/07

07/10/07

USD

109,229.78

CBCI-585368

[*]

02/18/07

10/31/07

09/28/07

USD

5,762.88

CBCI-585359

[*]

05/16/07

11/30/07

10/13/07

USD

259,038.00

CBCI-589864

[*]

06/21/07

11/30/07

10/31/07

USD

76,032.00

CBCI-589865

[*]

07/01/07

01/21/08

USD

197,125.00

USD Total:

647,187.64

Applicant:

HICKORY

CBCI-582507

[*]

01/04/07

12/31/07

12/05/07

USD

390,383.00

380,383.00

USD Total:

380,383.00

USD Total for:

1,027,570.64

MAITLAND-SMITH

Entity:

Applicant:

MSFICE82

HLHI-551381

MSCI-058

[*]

04/02/07

10/15/07

10/01/07

USD

154,565.97

HLHI-551382

MSCI-059

[*]

04/02/07

10/15/07

10/01/07

USD

150,000.00

USD Total:

304,585.97

Applicant:

MSFEXP

HLHI-550709

MSE-0022

[*]

10/20/08

10/15/07

10/01/07

USD

121,919.51

HLHI-550887

MSE-0024

[*]

11/08/08

10/22/07

10/07/07

USD

111,197.22

HLHI-550888

MSE-0023

[*]

11/08/08

10/22/07

10/07/07

USD

42,186.56

42,185.56

USD Total:

275,282.28

USD Total for:

578,848.25

USD Grand Total:

1,607,418.89

Trade Channel


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Page 1 of 1

Standby Letters of C redit
By Bank Reference Number

JPMChase Reference

Beneficiary City Beneficiary

Available

Client

Beneficiary Name

Date

Expiry

Amount

Outstanding

Reference

State/

Country

LC Open

Date

Currency

Amount

in LC Curr

Liability

APPLICANT:

FURNITURE BRANDS INTERNATIONAL

CTCS-246039

[*]

UNITED STATES

03/15/06

03/01/08

USD

209,000.00

CTCS-246052

[*]

UNITED STATES

03/15/06

08/01/08

USD

4,742,778.00

CTCS-246056

[*]

UNITED STATES

03/15/06

05/15/08

USD

2,546,140.00

880,713.34

CTCS-340628

[*]

UNITED STATES

07/05/07

07/02/08

USD

3,950,000.00

Grand Total for Applicant:

9,782,491.34

APPLICANT:

FURNITURE BRANDS RETAIL OPERATIONS

CTCS-310575

[*]

UNITED STATES

03/02/07

03/02/08

USD

400,000.00

Grand Total for Applicant:

400,000.00

APPLICANT:

LANE FURNITURE INDUSTRIES

CTCS-252110

[*]

UNITED STATES

04/10/06

12/31/07

USD

10,000.00

CTCS-252113

[*]

UNITED STATES

04/10/06

12/31/07

USD

10,000.00

Grand Total for Applicant:

20,000.00

USD Total All:

10,202,491.34

Trade Channel


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Page 1 of 1

SCHEDULE 3.05

Real Properties

See Attachment 1 attached hereto and incorporated herein by reference.

Intellectual Property

See Attachment 2 attached hereto and incorporated herein by reference.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Attachment 1 to Schedule 3.05


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Attachment 1 to Schedule 3.05

M/W/O

Route 640

Appomattox

24522

United States

Appomattox Plant

Thomasville Furniture Industries, Inc.

M/W/O

1200 Patterson Ave

Winston Salem

Forsyth

27101-1532

United States

Plant H

Thomasville Furniture Industries, Inc.

1425 Unity Street-Southside of Cumberland Road

Thomasville

Davidson

27360-4956

United States

Plant Y, CMF, Box Shop and Plant E

Thomasville Furniture Industries, Inc.

M/W/O

505 County Line Rd

Thomasville

Davidson

27360-
59ND

United States

New Plant V

Thomasville Furniture Industries, Inc.

M/W/O

401 E. Main St

Thomasville

Davidson

27360-4152

United States

Warehouse, Central
Storage Facility, Blogs 1-5

Thomasville Furniture Industries, Inc.

M/W/O

315 Elizabeth Street Northwest-Main Street
North

Lenoir

Caldwell

28645-3961

United States

Main Plant &
Cotton Mill

Thomasville Furniture Industries, Inc.

M/W/O

Route U.S. 15 and Route
615

Fork Union

Fluvanna

23055

United States

Carysbrook Plant

Thomasville Furniture Industries, Inc.

M/W/O

350 Old Murdock Rd

Troutman

Iredell

28166-9699

United States

Plant No. 3 (Upholstery)

Thomasville Furniture Industries, Inc.

M/W/O

350 Old Murdock Rd

Troutman

Iredell

28166-9699

United States

Plant No. 4 (Frame)

Thomasville Furniture Industries, Inc.

M/W/O

1118 Old Highway 70-A

Conover

Catawba

28613

United States

Conover Plant

Thomasville Furniture Industries, Inc.

M/W/O

890 F Avenue Dr SE

Hickory

Catawba

28602-1122

United States

Plant No. 8

Thomasville Furniture Industries, Inc.

M/W/O

900 12^th Street Dr NW

Hickory

Catawba

28601-4783

United States

Hickory Business Furniture; Plant No. 19

Thomasville Furniture Industries, Inc.

M/W/O

Route 45 (South)

Verona

Lee

38879

United States

Lane Furniture Industries, Inc.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Attachment 1 to Schedule 3.05

M/W/O

Stafford Drive-Pontotoc Industrial Park

Pontotoc

38863

United States

Lane Furniture Industries, Inc.

M/W/O

329 Kettering Rd

High Point

Guilford

27263-1719

United States

Royal Development Company

Lane Furniture Industries, Inc.

M/W/O

234 Industrial Park Road

Saltillo

Lee

38866

United States

Lane Furniture Industries, Inc.

M/W/O

3464 McCullough Boulevard-(Old Highway 78)

Belden

Lee

38826-9429

United States

Lane Furniture Industries, Inc.

M/W/O

3350 McCullough Blvd

Belden

Lee

38826-9428

United States

Service Center

Lane Furniture Industries, Inc.

M/W/O

114 Workman Street Southwest

Conover

Catawba

28613-8252

United States

LaneVenture Plant No. 11

Lane Furniture Industries, Inc.

M/W/O

1405 Deborah Herman Road Southwest

Conover

Catawba

28613-8247

United States

LaneVenture Plant No. 14

Lane Furniture Industries, Inc.

M/W/O

30440 Highway 41

Nettleton

Monroe

38858-7311

United States

WREN Warehouse

Lane Furniture Industries, Inc.

M/W/O

410, 420 & 429 Hogan St

Morganton

Burke

28655-3616

United States

Plant No. 60

Drexel Heritage Furniture

M/W/O

2839 2^nd Avenue Northwest

Hickory

Catawba

28601-5641

United States

Plant 7

Drexel Heritage Furniture

M/W/O

400 Henredon Road and Route 70

Morganton

Burke

28655-4536

United States

Plant No. 1 & 2/Corporate Office

Henredon Furniture

M/W/O

37 9^th Ave SE

Hickory

Catawba

28602-3644

United States

Hickory Chair Plant No. 7

Henredon Furniture

M/W/O

632 College Drive

Marion

McDowell

28752-8729

United States

Henredon Warehouse

Henredon Furniture

M/W/O

1420 Progress Ave

High Point

Guilford

27260-8319

United States

Pearson Furniture

Henredon Furniture

M/W/O

741 W Ward Ave

High Point

Guilford

27260-1645

United States

Plant No. 37

Henredon Furniture

M/W/O

418 Prospect St NW

Lenoir

Guilford

28645-5017

United States

Harper Furniture — Plant No. 307

Broyhill Furniture Industries, Inc.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Attachment 1 to Schedule 3.05

M/W/O

1808 Norwood Street
Southwest-408 Jason
Place Southwest

Lenoir

Caldwell

28645-6431

United States

55 Central
Fabric-Plant #3
Lenoir & Chair #3 &
#50

Broyhill Furniture Industries, Inc.

M/W/O

802 Complex Pl

Lenoir

Caldwell

28645-8338

United States

Plnt 265 Central
Lumber/Central Yd
Stacker/Control Rm

Broyhill Furniture Industries, Inc.

M/W/O

802 Complex Pl

Lenoir

Caldwell

28645-8338

United States

Pwr Plnt/Plnts 282, 320 & 321; Pacemaker & Wall Sys

Broyhill Furniture Industries, Inc.

M/W/O

802 Complex Pl

Lenoir

Caldwell

28645-8338

United States

195 BCW, 196 & 197
BCT, Whse & 280
Waste Plant

Broyhill Furniture Industries, Inc.

M/W/O

802 Complex Pl

Lenoir

Caldwell

28645-8338

United States

No. 275 Particleboard & Drawer Sides

Broyhill Furniture Industries, Inc.

M/W/O

515 County Line Road

Thomasville

Davidson

27360-59ND

United States

Central Dimension
Facility (CDF
Plant)

Thomasville Furniture Industries, Inc.

M/W/O

315 Elizabeth Street
Northwest-Main Street North

Lenoir

Caldwell

28645-3961

United States

Moore Cotton

Thomasville Furniture Industries, Inc.

M/W/O

207 20^th St SE

Hickory

Catawba

28602-1414

United States

Plant No. 9

Thomasville Furniture Industries, Inc.

M/W/O

321 Industrial Park Rd

Saltillo

Lee

38866-8707

United States

Leased Warehouse

Lane Furniture Industries, Inc.

M/W/O

205 Workman Street
Southwest

Conover

Catawba

28613-8248

United States

LaneVenture Plant No. 10

Lane Furniture Industries, Inc.

M/W/O

1409 Deborah Herman Road
Southwest

Conover

Catawba

28613-8247

United States

LaneVenture Plant No. 9

Lane Furniture Industries, Inc.

M/W/O

109 Mountain View Dr.

Mount Airy

Surry

27030-8603

United States

Plant No. 10

Henredon Furniture


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Attachment 1 to Schedule 3.05

M/W/O

2427 Penny Rd Ste 10

High Point

Guilford

27265-8120

United States

Office/Warehouse

Maitland-Smith Furniture Industries, Inc.

M/W/O

One Broyhill Park

Lenoir

United States

IT Dept

Drexel Heritage Furniture

M/W/O

Northeast Side of Highway 90-3 miles East of Taylorsville

Taylorsville

Alexander

28681

United States

Lenoir Plant No. 5; Chair No. k

Broyhill Furniture Industries, Inc.

M/W/O

802 Complex Pl

Lenoir

Caldwell

28645-8338

United States

Lumber Shed
144’x330’

Broyhill Furniture Industries, Inc.

M/W/O

401 E. Main St

Thomasville

Davidson

27360-4152

United States

Plant C and Plant M and Showroom

Thomasville Furniture Industries, Inc.

OUTWH

801 Trinity Street — Main Street

Thomasville

Davidson

27360-4846

United States

Plant D

Thomasville Furniture Industries, Inc.

OUTWH

Union Boulevard (VA
Highway 24)

Appomattox

24522

United States

Fred Jones Warehouse; Vignettes Building

Thomasville Furniture Industries, Inc.

OUTWH

600 Causby Rd

Morganton

Burke

28655-6727

United States

Warehouse/Truck; Plant Nos. 75 & 72

Drexel Heritage Furniture

OUTWH

1000 Chain Drive

Morganton

Burke

28655-7239

United States

Leased Warehouse

Drexel Heritage Furniture

OUTWH

439 Virginia St SW

Lenoir

Caldwell

28645-5333

United States

Occasional No. 1-Plant No. 1

Broyhill Furniture Industries, Inc.

OUTWH

802 Complex Pl

Lenoir

Caldwell

28645-8338

United States

Lenoir Chair No. 1, Excl 144’x330’ Lumber Shed

Broyhill Furniture Industries, Inc.

OUTWH

2435 Watson Road

Lenoir

Caldwell

28645

United States

Warehouse; Plant No. 23 (Taylor Brothers)

Broyhill Furniture Industries, Inc.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Attachment 1 to Schedule 3.05

OUTWH

150 Jennings Street

Lenoir

Caldwell

28645-3961

United States

Service Center; Logs in Yard

Thomasville Furniture Industries, Inc.

OUTWH

Route 56

Appomattox

24522

United States

Leased Warehouse

Thomasville Furniture Industries, Inc.

U. S. Route 15

Fork Union

Fluvanna

23055

United States

Best Pac Warehouse

Thomasville Furniture Industries, Inc.

OUTWH

Intersection of Route 460 and 613

Appomattox

24522

United States

Warehouse — Lawson Building

Thomasville Furniture Industries, Inc.

OUTWH

30063 Ahern Ave.

Union City

Alameda

94587-1234

United States

Office/Warehouse/Clearance
Center

Thomasville Furniture Industries, Inc.

OUTWH

2101 Shorefair Drive

Winston Salem

Forsyth

27105

United States

Warehouse

Thomasville Furniture Industries, Inc.

OUTWH

74 32^nd Ave.

Winston Salem

United States

Warehouse

Thomasville Furniture Industries, Inc.

OUTWH

2 32^nd Ave.

Winston Salem

United States

Warehouse

Thomasville Furniture Industries, Inc.

OUTWH

2424 Norwood Street Southwest

Lenoir

Caldwell

28645-8924

United States

Warehouse

Thomasville Furniture Industries, Inc.

OUTWH

ProLogis Park I-210, Rialto Building 2 2510-2580 W. Walnut Avenue

Rialto

United States

Warehouse

Thomasville Furniture Industries, Inc.

OUTWH

1203 Fairington Street

Conover

Catawba

28613-8255

United States

LaneVenture
Warehouse

Lane Furniture Industries, Inc.

OUTWH

294 Laney Road

Verona

Lee

38879

United States

Warehouse

Lane Furniture Industries, Inc.

OUTWH

5355 North 51^st Avenue

Glendale

Maricopa

85301-7005

United States

Warehouse

Lane Furniture Industries, Inc.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Attachment 1 to Schedule 3.05

OUTWH

751 Vintage Avenue

Ontario

San Bernardino

91764-5366

United States

Warehouse

Lane Furniture Industries, Inc.

OUTWH

2201 C Street Southwest Building 5

Auburn

King

98001-7416

United States

Warehouse

Lane Furniture Industries, Inc.

OUTWH

7150 Business Park Drive, Suite #130

Houston

Harris

77041-4047

United States

Warehouse

Lane Furniture Industries, Inc.

OUTWH

1200 Fuller Rd

Linden

Union

07036-5774

United States

CCI Warehouse

Drexel Heritage Furniture

OUTWH

220 Norwest 110^th Street

Miami

Miami-Dade

33168-3243

United States

CCI Warehouse

Drexel Heritage Furniture

OUTWH

300 Michael Drive

Syosset

Nassau

11791-5307

United States

Warehouse

Drexel Heritage Furniture

OUTWH

125 Ottley Drive Northeast

Atlanta

Fulton

30324-3924

United States

Classic Design
Services

Drexel Heritage Furniture

OUTWH

572 South New Street

Eden

Rockingham

27288-3600

United States

MGM/Joseph Cory

Drexel Heritage Furniture

OUTWH

114 Payne Road

Thomasville

Davidson

27360-8968

United States

High Point Offsite
Storage (Cato
Transport)

Maitland-Smith Furniture Industries, Inc.

OUTWH

1120 Bedford Street

High Point

Guilford

27263-1604

United States

Warehouse

Maitland-Smith Furniture Industries, Inc.

OUTWH

2226 Shore Dr.

High Point

United States

Leased Warehouse

Maitland-Smith Furniture Industries, Inc.

OUTWH

300 Broyhill Rd-East Side of Route 221 North

Rutherfordton

Rutherford

28139-9614

United States

Rutherfordton-
Warehouse

Broyhill Furniture Industries, Inc.

OUTWH

770 Broyhill Rd

Rutherfordton

Rutherford

28139-9614

United States

Rutherfordton — Plant No. 68 — Upholstery

Broyhill Furniture Industries, Inc.

OUTWH

2510 W. Walnut Avenue

Rialto

San Bernardino

92376

United States

Broyhill Showroom

Broyhill Furniture Industries, Inc.

OUTWH

2075 Morganton Blvd.

Lenoir

Leased Warehouse

Broyhill Furniture Industries, Inc.

OUTWH

303 Advantage St. #A

Lenoir

Leased Warehouse

Broyhill Furniture Industries, Inc.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Attachment 1 to Schedule 3.05

OUTWH

2466 Becker Rd.

Highland

United States

Leased Warehouse

OUTWH

734 Roble Rd.

Allenton

United States

Leased Warehouse

Lane Furniture Industries, Inc.

RTAIL

210 E Commerce Ave. Ste W858

High Point

Guilford

27260-6686

United States

High Point Showroom

Lane Furniture Industries, Inc.

RTAIL

1925 Eastchester Dr

High Point

Guilford

27265-1404

United States

High Point Showroom

Drexel Heritage Furniture

RTAIL

201 North Main Street

Drexel

Burke

28619

United States

Plant No. 1

Drexel Heritage Furniture

RTAIL

210 East Commerce
Avenue-WCG 800
8^th Floor

High Point

Guilford

27260-4851

United States

Showroom — Henredon Designer (Hickory Chair)

Henredon Furniture

RTAIL

210 E Commerce Place

High Point

Guilford

27260-6686

United States

Pearson Showroom

Henredon Furniture

RTAIL

411 Tomlinson St

High Point

Guilford

27260-6638

United States

Outlet/Showroom

Maitland-Smith Furniture Industries, Inc.

RTAIL

210 E. Commerce Ave.

High Point

Guilford

27260-6686

United States

High Point Showroom

Broyhill Furniture Industries, Inc.

Southern Furniture
Market Center

High Point

Guilford

27260

United States

Leased Warehouse

Thomasville Furniture Industries, Inc.

RTAIL

1031 Morganton
Boulevard Southwest

Lenoir

Caldwell

28645-5669

United States

Lenoir Outlet Store

Thomasville Furniture Industries, Inc.

RTAIL

200 Lexington Avenue

New York

10016-6101

United States

Showroom (HBF & CDF)

Thomasville Furniture Industries, Inc.

RTAIL

North Bank Drive

Chicago

Cook

60601

United States

Showroom (HBF & CDF)

Thomasville Furniture Industries, Inc.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Attachment 1 to Schedule 3.05

RTAIL

5875 Long Tree Way

Antioch

Contra Costa

94531-8586

United States

Retail Location

Thomasville Furniture Industries, Inc.

RTAIL

53 Francisco
Boulevard West

San Rafael

Marin

94901-3925

United States

Retail Location

Thomasville Furniture Industries, Inc.

RTAIL

8687 Melrose Avenue

West Hollywood

Los Angeles

90069-5012

United States

Retail Location

Thomasville Furniture Industries, Inc.

RTAIL

12865 Elm Creek
Boulevard North

Maple Grove

Hennepin

55369-7044

United States

Retail Location

Thomasville Furniture Industries, Inc.

RTAIL

7425 France Avenue South

Edina

Hennepin

55435-4702

United States

Retail Location

Thomasville Furniture Industries, Inc.

RTAIL

8461 Leesburg Pike

Vienna

United States

Retail Location

Thomasville Furniture Industries, Inc.

RTAIL

12995 Fair Lakes
Shopping Center

Fairfax

United States

Retail Location

Thomasville Furniture Industries, Inc.

RTAIL

14189 Crossing Place

Woodbridge

United States

Retail Location

Thomasville Furniture Industries, Inc.

RTAIL

3915 Jefferson
Davis Highway

Alexandria

United States

Retail Location

Thomasville Furniture Industries, Inc.

RTAIL

521 S. New St.

Eden

United States

Warehouse

Thomasville Furniture Industries, Inc.

RTAIL

9320 Hudson Rd.

Woodbury

United States

Retail Location

Thomasville Furniture Industries, Inc.

RTAIL

3528 McCullough Blvd

Belden

Lee

38826-9427

United States

Lane Home
Furnishings Store

Lane Furniture Industries, Inc.

RTAIL

1425 Ellsworth Industrial Blvd. NW

Atlanta

Fulton

30318-4154

United States

Atlanta Design
Office

Lane Furniture Industries, Inc.

RTAIL

222 Merchandise
Mart Plaza, Rooms
1747 & 1751

Chicago

Cook

60654-1001

United States

LaneVenture Inc. Chicago Showroom

Lane Furniture Industries, Inc.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Attachment 1 to Schedule 3.05

RTAIL

20901 Hawthorne Blvd.

Torrance

Los Angeles

90503-4611

United States

LHF Retail Store

Lane Furniture Industries, Inc.

RTAIL

7291 W Bell Road

Glendale

Maricopa

85308-8550

United States

LHF Retail Store

Lane Furniture Industries, Inc.

RTAIL

1487 North Dysart
Road, Space A

Avondale

Maricopa

85323-1515

United States

LHF Retail Store

Lane Furniture Industries, Inc.

RTAIL

495 South Grand
Central Parkway Space
1040

Las Vegas

Clark

89106-4552

United States

Lane Home
Furnishings Store

Lane Furniture Industries, Inc.

RTAIL

17355 Tomaball Parkway
#1-E

Houston

Harris

77064

United States

LHF Retail Location

Lane Furniture Industries, Inc.

RTAIL

2745B Town Center
Boulevard North

Sugarland

Fort Bend

77479-2320

United States

LHF Retail Location

Lane Furniture Industries, Inc.

RTAIL

19435 Gulf Freeway

Webster

Harris

77598-2804

United States

LHF Retail Location

Lane Furniture Industries, Inc.

RTAIL

25415 Interstate 45 Suite B

The Woodlands

Montgomery

77380-3648

United States

LHF Retail Location

Lane Furniture Industries, Inc.

RTAIL

620 Skyland Boulevard

Tuscaloosa

35405-3935

United States

LHF Retail Location

Lane Furniture Industries, Inc.

RTAIL

119 Old Hickory
Boulevard

Jackson

Madison

38305-2565

United States

Lane Outlet Store

Lane Furniture Industries, Inc.

OUTWH

3840 Route 42

Turnersville

United States

Leased Warehouse

Lane Furniture Industries, Inc.

RTAIL

730 Holcomb Bridge Rd

Roswell

Fulton

30076-1618

United States

HDM Retail, Inc.

Drexel Heritage Furniture

RTAIL

4550 Olde Perimeter Way Suite 200

Atlanta

DeKalb

30346-1268

United States

HDM Retail, Inc.

Drexel Heritage Furniture

RTAIL

4550 Olde Perimeter Way Suite 200

Atlanta

DeKalb

30346-1268

United States

Henredon Retail
Store

Henredon Furniture

RTAIL

21031 Tripleseven Road Suite 130

Sterling

Loudoun

20165-8715

United States

HDM Retail, Inc.

Drexel Heritage Furniture

RTAIL

75 Broadhollow Road

Farmingdale

Suffolk

11735-4802

United States

Retail Location

Drexel Heritage Furniture

RTAIL

12325 Kerran Street

Poway

San Diego

92064-8837

United States

Drexel Outlet Store

Drexel Heritage Furniture

RTAIL

1435 Northern Boulevard

Manhasset

Nassau

11030-3003

United States

HDM Retail, Inc.

Drexel Heritage Furniture


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Attachment 1 to Schedule 3.05

RTAIL

625 and 641 West Ward Avenue

High Point

Guilford

27260-1644

United States

Showrooms/Outlet/Uphol. Corp. Off./Whse.

Henredon Furniture

RTAIL

2220 US Highway 70
SE Ste 130

Hickory

Catawba

28602-5099

United States

Hickory Outlet

Henredon Furniture

RTAIL

200 World Trade
Center, Suites 1865
& 1718

Chicago

Cook

60654-1103

United States

Merchandise Mart
Showroom

Henredon Furniture

RTAIL

200 Lexington
Avenue, Suites 616 &
1601

New York

10016-6255

United States

Showroom-New York Design Center HDM Furniture Industries, Inc.

Henredon Furniture

RTAIL

300 D St SW

Washington

District of Columbia

20024-4703

United States

Showroom — Henredon Designer

Henredon Furniture

RTAIL

1855 Griffin Rd

Dania Beach

Broward

33004-2200

United States

Showroom — Henredon Designer

Henredon Furniture

RTAIL

2 Henry Adams Street

San Francisco

94103-5016

United States

Showroom — Henredon Designer

Henredon Furniture

RTAIL

1700 Stutz Drive

Troy

Oakland

48084-4500

United States

Showroom — Henredon Designer

Henredon Furniture

RTAIL

4900 Hickory Blvd.

Granite Falls

Caldwell

28630-8389

United States

Factory Outlet
Center

Broyhill Furniture Industries, Inc.

RTAIL

8486 Valley Blvd

Blowing Rock

Watauga

28605-9262

United States

Broyhill Home
Collections Store

Broyhill Furniture Industries, Inc.

RTAIL

4200 Rosewood Street

Las Vegas

Clark

89103-2069

United States

Broyhill Showroom

Broyhill Furniture Industries, Inc.

RTAIL

87 Brentwood Ct.

Brentwood

Retail Location

Broyhill Furniture Industries, Inc.

RTAIL

83 Brentwood Ct.

Brentwood

Retail Location

Lane Furniture Industries, Inc.

RTAIL

59 Brentwood Ct.

Brentwood

Retail Location

Thomasville Furniture Industries, Inc.

RTAIL

14250A Manchester Rd.

Manchester

Retail Location

Broyhill Furniture Industries, Inc.

RTAIL

14250 Manchester Rd.

Manchester

Retail Location

Lane Furniture Industries, Inc.

RTAIL

14246 Manchester Rd.

Manchester

Retail Location

Thomasville Furniture Industries, Inc.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Attachment 1 to Schedule 3.05

RTAIL

14250B Manchester Rd.

Manchester

Retail Location

RTAIL

260 Megan Avenue

O’Fallon

Retail Location

Broyhill Furniture Industries, Inc.

RTAIL

220 Megan Avenue

O’Fallon

Retail Location

Lane Furniture Industries, Inc.

RTAIL

200 Megan Avenue

O’Fallon

Retail Location

Thomasville Furniture Industries, Inc.

RTAIL

1246 Centeral Park Dr. Ste. 1

O’Fallon

Retail Location

Lane Furniture Industries, Inc.

RTAIL

1246 Centeral Park Dr. Ste 2

O’Fallon

Retail Location

Broyhill Furniture Industries, Inc.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Attachment 2 to Schedule 3.05


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Broyhill Furniture Industries — Copyright Portfolio

Date Generated: March 29, 2007

TX-2-391-861
Retail sales seminar.
Sheets.
Broyhill Furniture Industries, Inc.
1988
27Mar88
22Aug88

TX-4-522-071
Visions—a decorating workbook.
21 p.
Broyhill Furniture Industries, Inc.
1996
1Oct96
18Apr97

VA-848-067
Torreon: vertical mirror: no. 4300-26.
Broyhill Furniture Industries, Inc.
1996
16Sep96
14Apr97

VA-848-068
Torreon: panel headboard: no. 4300-56.
Broyhill Furniture Industries, Inc.
1996
16Sep96
14Apr97

VA-892-023

Torreon door chest.
Sculpture.
Broyhill Furniture Industries, Inc.
1996
16Sep96
15Apr97


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Broyhill Furniture Industries — Copyright Portfolio

VA-892-024
Torreon door dresser.
Sculpture.
Broyhill Furniture Industries, Inc.
1996
16Sep96
15Apr97

VA-892-025
Torreon landscape mirror.
Sculpture.
Broyhill Furniture Industries, Inc.
1996
16Sep96
15Apr97

VA-892-026
Torreon panel headboard.
Sculpture.
Broyhill Furniture Industries, Inc.
1996
16Sep96
15Apr97

VA-892-027
Torreon poster footboard.
Sculpture.
Broyhill Furniture Industries, Inc.
1996
16Sep96
15Apr97

VA-892-028
Torreon magna chest.
Sculpture.
Broyhill Furniture Industries, Inc.
1996
16Sep96
15Apr97


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Broyhill Furniture Industries — Copyright Portfolio

VA-1-007-560
Winter pine landscape mirror, & 2 other sculptures.
Designs on furniture.
Collection.
Broyhill Furniture Industries, Inc.
1999
15Mar99
13Sep99

VA-1-007-561
Square cocktail table, & 1 other table
Designs on furniture.
Broyhill Furniture Industries, Inc.
1999
15Mar99
13Sep99

VA-1-007-562
Sideboard metal hutch.
Sculpture.
Broyhill Furniture Industries, Inc.
1999
15Mar99
13Sep99

VA-1-007-563
Armoire.
Sculpture.
Broyhill Furniture Industries, Inc.
1999
15Mar99
13Sep99


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Thomasville Furniture Industries — Copyright Portfolio

Date Generated: March 29, 2007

VA-1-224-864
Villa Soleil drawer pull plate: no. 5002.
Sculpture.
Ac Thomasville Furniture Industries, Inc.
2003
1Apr03
9Oct03

VA-1-296-068
Hemingway furniture spring 2004 collection (5004)
Sculptural designs.
Catalogued from appl. only.
Thomasville Furniture Industries, Inc.
2004
1Mar04
21Jan05

VA-1-296-069
Hemingway hardware spring 2004 collection (5003)
Sculptural designs.
Catalogued from appl. only.
Thomasville Furniture Industries, Inc.
2004
1Mar04
21Jan05

VA-1-296-070
Hemingway furniture (2-D) spring 2004 collection (5006)
Designs on furniture.
Catalogued from appl. only.
Thomasville Furniture Industries, Inc.
2004
1 Mar04
21Jan05


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Client-Matter

Matter

No.

Type

Status/Date

Client/Reference #

Effective/Open

Terminate/End

58040-6276

Registered

Broyhill Furniture Industries, Inc.

Title:

Broyhill — TORREON DOOR DRESSER

Result/Royalty Description:

Remarks:

VA 892-024

Attorney(s):

Clyde L. Smith; Kenneth Solomon

Country(ies):

United States of America

58040-6279

Registered

Broyhill Furniture Industries, Inc.

Title:

Broyhill — TORREON DOOR CHEST

Result/Royalty Description:

Remarks:

VA 892-023

Attorney(s):

Clyde L. Smith; Kenneth Solomon

Country(ies):

United States of America

58040-6280

Registered

Broyhill Furniture Industries, Inc.

Title:

Broyhill — TORREON MAGNA CHEST

Result/Royalty Description:

Remarks:

VA 892-028

Attorney(s):

Clyde L. Smith; Kenneth Solomon

Country(ies):

United States of America

58040-6282

Registered

Broyhill Furniture Industries, Inc.

Title:

Broyhill — TORREON POSTER FOOTBOARD

Result/Royalty Description:

Remarks:

VA 892-027

Attorney(s):

Clyde L. Smith; Kenneth Solomon

Country(ies):

United States of America

58040-6283

Registered

Broyhill Furniture Industries, Inc.

Title:

Broyhill — TORREON PANEL HEADBOARD

Result/Royalty Description:

Remarks:

VA 892-026

Attorney(s):

Clyde L. Smith; Kenneth Solomon

Country(ies):

United States of America


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Client-Matter

Matter

No.

Type

Status/Date

Client/Reference #

Effective/Open

Terminate/End

58040-6285

Registered

Broyhill Furniture Industries, Inc.

Title:

Broyhill — TORREON VERTICAL MIRROR

Result/Royalty Description:

Remarks:

VA 848-067

Attorney(s):

Clyde L. Smith; Kenneth Solomon

Country(ies):

United States of America

58040-6286

Registered

Broyhill Furniture Industries, Inc.

Title:

Broyhill — TORREON LANDSCAPE MIRROR

Result/Royalty Description:

Remarks:

VA 892-025

Attorney(s):

Clyde L. Smith; Kenneth Solomon

Country(ies):

United States of America

58040-6287

Registered

Broyhill Furniture Industries, Inc.

Title:

Broyhill — TORREON PANEL HEADBOARD

Result/Royalty Description:

Remarks:

VA 848-668

Attorney(s):

Clyde L. Smith; Kenneth Solomon

Country(ies):

United States of America


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

SCHEDULE IV
TO
SECURITY AGREEMENT

U.S. Patent Registrations; Foreign Patent Registrations; U.S. Patent Applications; Foreign Patent
Applications; Patent Licenses

[To be completed for each Grantor]


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


		PATENT STATUS REPORT		Attorney Client Communication
				Privileged Confidential

THOMASVILLE FURNITURE PATENTS

Application

Patent

Title

Number

Date

Number

Grant Date

Expires

ARMOIRE — HEMMINGWAY COLLECTION

29/214,592

4/7/2005

D/A FURNITURE (COLOR PLAY COLLECTION)

29/276,534

1/29/2007

D/A FURNITURE (LUMINE COLLECTION)

29/276,181

1/18/2007

D/A FURNITURE FRAME (HILLS OF TUSCANY)

29/247,573

6/27/2006

D/A BED HEADBOARD AND FOOTBOARD

29/247,574

6/27/2006

D/A DRESSER (HILLS OF TUSCANY)

29/247,575

6/27/2006

D/A FURNITURE DRAWER AND FRAME

29/247,576

6/27/2006

D/A DRAWER DRESSER (HILLS OF TUSCANY)

29/247,577

6/27/2006

D/A ENDBOARD (HILLS OF TUSCANY)

29/247,578

6/27/2006

D/A ARMOIRE (HILLS OF TUSCANY)

29/247,579

6/27/2006

D/A CHINA (HILLS OF TUSCANY)

29/247,580

6/27/2006

D/A CHINA (HILLS OF TUSCANY)

29/247,581

6/27/2006

D/A FURNITURE LEG (HILLS OF TUSCANY)

29/247,582

6/27/2006

D/A SIDEBOARD (HILLS OF TUSCANY)

29/247,583

6/27/2006

D/A Edge Moulding (Square Edge)

29/247,584

6/27/2006

D/A EDGE MOULDING (ROUND EDGE)

29/247,585

6/27/2006

D/A Furniture Door (Felicity Collection)

29/248,786

9/1/2006

D/A Furniture Panel (Felicity Collection)

29/248,787

9/1/2006

D/A CHINA Hemingway

29/214,586

10/6/2004

D/A SEAT Hemingway

29/214,584

10/6/2004

D/A TABLE Hemingway

29/216,047

10/28/2004

D525,459

7/25/2006

7/25/2020

D/A FURNITURE ORNAMENTATION

29/214,585

10/6/2004

D511,635

11/22/2005

11/22/2019

D/A MIRROR Hemingway

29/214,603

10/6/2004

D527,916

9/12/2006

9/12/2020

D/A HEADBOARD AND FOOTBOARD

29/214,600

10/6/2004

D517,342

3/21/2006

3/21/2020

D/A SEAT Hemingway

29/214,601

10/6/2004

D514,346

2/7/2006

2/7/2020

D/A DINING TABLE Hemingway

29/216,045

10/28/2004

D518,668

4/11/2006

4/11/2020

D/A PEDESTAL Hemingway

29/216,044

10/28/2004

D518,982

4/18/2006

4/18/2020

D/A CHINA Hemingway

29/216,043

10/28/2004

D513,907

1/31/2006

1/31/2020

D/A SEAT Hemingway

29/214,602

10/6/2004

D512,845

12/20/2005

12/20/2019

D/A BAR Hemingway

29/214,571

10/6/2004

D510,490

10/11/2005

10/11/2019

D/A CONSOLE Hemingway

29/216,042

10/28/2004

D519,759

5/2/2006

5/2/2020


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


PATENT STATUS REPORT	Attorney Client Communication
		Privileged Confidential

D/A DESK Hemingway

29/214,678

10/6/2004

D517,835

3/28/2006

3/28/2020

D/A SEAT FRAME Hemingway

29/214,658

10/6/2004

D514,834

2/14/2006

2/14/2020

D/A BEDSTEAD Hemingway

29/214,610

10/6/2004

D519,745

5/2/2006

5/2/2020

D/A PEDESTAL Hemingway

29/214,582

10/6/2004

D519,760

5/2/2006

5/2/2020

D/A CHEST Hemingway

29/214,583

10/6/2004

D507,429

7/19/2005

7/19/2019

D/A HEADBOARD Hemingway

29/214,599

10/6/2004

D519,764

5/2/2006

5/2/2020

D/A ARMOIRE Hemingway

29/214,592

10/6/2004

D510,489

10/11/2005

10/11/2019

D/A TABLE TOP DESIGN Hemingway

29/214,593

10/6/2004

D520,276

5/9/2006

5/9/2020

D/A TABLE Hemingway

29/214,594

10/6/2004

D518,961

4/18/2006

4/18/2020

D/A FURNITURE LEG Hemingway

29/214,595

10/6/2004

D519,304

4/25/2006

4/25/2020

D/A BOX Hemingway

29/216,041

10/28/2004

D509,375

9/13/2005

9/13/2019

D/A FURNITURE LEG King Street

29/216,020

10/28/2004

D521,280

5/23/2006

5/23/2020

D/A SEAT King Street

29/216,054

10/28/2004

D513,901

1/31/2006

1/31/2020

D/A ENTERTAINMENT CENTER

29/210,649

8/4/2004

D510,211

10/4/2005

10/4/2019

SEAT — CINNAMON HILL COLLECTION

29/223,949

2/23/2005

D513,455

1/10/2006

1/10/2020

SEAT BACK — CINNAMON HILL COLLECTION

29/223,946

2/23/2005

D514,359

2/7/2006

2/7/2020

CANOPY TV BED (D/A)

29/017,214

1/7/1994

D365,951

1/9/1996

1/9/2010

CLOCK CHEST (D/A)

29/029,996

10/20/1994

D362,131

9/12/1995

9/12/2009

BEDSTEAD (Stone Terrace)

29/029,991

10/20/1994

D376,489

12/17/1996

12/17/2010

BEDSTEAD (STONE TERRACE)

29/029,984

10/20/1994

D366,601

4/9/1996

4/9/2010

CHEST (Stone Terrace)

29/029,975

10/20/1994

D364,759

12/5/1995

12/5/2009

HEADBOARD AND FOOTBOARD SET

29/029,974

10/20/1994

D368,178

3/26/1996

3/26/2010

WARDROBE (American Revival)

29/030,026

10/20/1994

D360,088

7/11/1995

7/11/2009

CLOCK CHEST (American Revival)

29/029,990

10/20/1994

D358,950

6/6/1995

6/6/2009

SEAT (American Revival)

29/029,979

10/20/1994

D367,566

3/5/1996

3/5/2010

AMERICAN REVIVAL DOOR FRONT

29/029,978

10/20/1994

D378,791

4/15/1997

4/15/2011

AMERICAN REVIVAL OPEN LATTICE

29/029,997

10/20/1994

D421,354

3/7/2000

3/7/2014

TABLE (American Revival)

29/029,995

10/20/1994

D363,622

10/31/1995

10/31/2009

DESK (American Revival)

29/029,985

10/20/1994

D371,015

6/25/1996

6/25/2010

CURIO CONSOLE (American Revival)

29/030,004

10/20/1994

D371,017

6/25/1996

6/25/2010

BOOKCASE (American Revival)

29/030,000

10/20/1994

D367,570

3/5/1996

3/5/2010

CURIO CABINET (American Revival)

29/029,982

10/20/1994

D371,016

6/25/1996

6/25/2010

AMERICAN REVIVAL DRESSER

29/029,980

10/20/1994

D373,491

9/10/1996

9/10/2010

MIRROR (American Revival)

29/030,025

10/20/1994

D370,784

8/18/1996

6/18/2010

CHEST (American Revival)

29/029,994

10/20/1994

D371,019

6/25/1996

6/25/2010

AMERICAN REVIVAL CANOPY BED

29/029,977

10/20/1994

D373,687

9/17/1996

9/17/2010

NIGHT STAND (American Revival)

29/029,986

10/20/1994

D368,182

3/26/1996

3/26/2010


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


PATENT STATUS REPORT	Attorney Client Communication
		Privileged Confidential

AMERICAN REVIVAL DOOR UNIT

29/030,005

10/20/1994

D374,136

10/1/1996

10/1/2010

ENTERTAINMENT CENTER

29/029,999

10/20/1994

D372,376

8/6/1996

8/6/2010

ENTERTAINMENT CENTER

29/029,987

10/20/1994

D372,136

7/30/1996

7/30/2010

SIDEBOARD (American Revival)

29/029,983

10/20/1994

D366,166

1/16/1996

1/16/2010

CHINA CABINET (American Revival)

29/029,969

10/20/1994

D372,375

8/6/1996

8/6/2010

CHINAA CABINET (American Revival)

29/029,981

10/20/1994

D372,139

7/30/1996

7/30/2010

TABLE (American Revival)

29/029,976

10/20/1994

D371,261

7/2/1996

7/2/2010

TABLE (American Revival)

29/030,006

10/20/1994

D371,260

7/2/1996

7/2/2010

SEAT (American Revival)

29/029,998

10/20/1994

D366,160

1/16/1996

1/16/2010

BEDSTEAD (RENAISSANCE CANOPY BED)

29/061,161

10/17/1996

D391,095

2/24/1998

2/24/2012

ENDBOARD (RENAISSANCE CANOPY BED)

29/061,189

10/17/1996

D390,390

2/10/1998

2/10/2012

ARMOIRE (RENAISSANCE)

29/062,887

11/27/1996

D390,042

2/3/1998

2/3/2012

CHEST (RENAISSANCE)

29/063,139

11/27/1996

D387,580

12/16/1997

12/16/2011

BEDSTEAD (RENAISSANCE)

29/061,163

10/17/1996

D391,781

3/10/1998

3/10/2012

ENDBOARD (RENAISSANCE)

29/061,179

10/17/1996

D392,480

3/24/1998

3/24/2012

MIRROR (RENAISSANCE)

29/063,144

11/27/1996

D387,568

12/16/1997

12/16/2011

MIRROR (RENAISSANCE)

29/065,434

12/24/1996

D390,009

2/3/1998

2/3/2012

DRESSER (RENAISSANCE)

29/063,113

11/27/1996

D389,655

1/27/1998

1/27/2012

ENDBOARD (RENAISSANCE)

29/063,177

11/27/1996

D390,389

2/10/1998

2/10/2012

BEDSTEAD (RENAISSANCE)

29/063,137

11/27/1996

D390,375

2/10/1998

2/10/2012

CHEST (RENAISSANCE)

29/062,888

11/27/1996

D390,045

2/3/1998

2/3/2012

TABLE (RENAISSANCE)

29/063,118

11/27/1996

D388,978

1/13/1998

1/13/2012

CHINA CABINET (SPLENDIDO)

29/064,237

12/24/1996

D390,719

2/17/1998

2/17/2012

TABLE (RENAISSANCE)

29/061,213

10/17/1996

D394,765

6/2/1998

6/2/2012

SIDEBOARD (STONE TERRACE SIDEBOARD)

29/063,119

11/27/1996

D390,041

2/3/1998

2/3/2012

CHINA (STONE TERRACE CHINA)

29/083,138

11/27/1996

D390,043

2/3/1998

2/3/2012

TABLE (STONE TERRACE DINING TABLE)

29/063,120

11/27/1996

D368,979

1/13/1998

1/13/2012

BEDSTEAD (Santiago)

29/086,901

4/22/1998

D415,905

11/2/1999

11/2/2013

CHEST (Santiago Collection)

29/094,527

10/5/1998

D420,630

2/15/2000

2/15/2014

ARMOIRE (Santiago Collection)

29/086,885

4/22/1998

D416,403

11/16/1999

11/16/2013

MIRROR (Santiago Collection)

29/094,788

10/9/1998

D409,393

5/11/1999

5/11/2013

TABLE (Santiago Collection)

29/094,521

10/5/1998

D412,632

8/10/1999

8/10/2013

MIRROR (Encounter Collection)

29/094,526

10/5/1998

D409,392

5/11/1999

5/11/2013

CHEST (Encounter Collection)

29/086,908

4/22/1998

D416,144

11/9/1999

11/9/2013

BEDSTEAD (Encounter Collection)

29/086,862

4/22/1998

D408,648

4/27/1999

4/27/2013

SIDEBOARD (Encounter Collection)

29/094,524

10/5/1998

D417,346

12/7/1999

12/7/2013

DRESSER (Encounter Collection)

29/094,524

10/5/1998

D428,280

7/18/2000

7/18/2014


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


		PATENT STATUS REPORT		Attorney Client Communication
				Privileged Confidential

MIRROR (Trafalgar Collection)

29/094,552

10/5/1998

D409,844

5/18/1999

5/18/2013

CHEST (Trafalgar Collection)

29/094,516

10/5/1998

D420,833

2/22/2000

2/22/2014

SIDEBOARD (Trafalgar Collection)

29/086,903

4/22/1998

D414,627

10/5/1999

10/5/2013

TABLE EDGE AND UNDERTOP MOLDING

29/094,515

10/5/1998

D412,076

7/20/1999

7/20/2013

FURNITURE LEG (Trafalgar Collection)

29/096,111

11/5/1998

D411,394

6/22/1999

6/22/2013

BEDSTEAD (Hemingway Collection)

29/095,063

10/15/1998

D419,329

1/25/2000

1/25/2014

BUFFET (Hemingway Collection)

29/112,324

10/14/1998

D444,317 S

7/3/2001

7/3/2015

BOOKCASE (Hemingway Collection)

29/112,345

10/14/1998

D437,508 S

2/13/2001

2/13/2015

BEDSTEAD (Hemingway Collection)

29/095,064

10/15/1998

D423,246

4/25/2000

4/25/2014

TABLE (Hemingway Collection)

29/095,074

10/15/1998

D414,057

9/21/1999

9/21/2013

SIDEBOARD (Hemingway Collection)

29/111,185

9/22/1999

D430,428

9/5/2000

9/5/2014

DRESSER (Hemingway Collection)

29/111,173

9/22/1999

D430,427

9/5/2000

9/5/2014

ARMOIRE (Hemingway Collection)

29/111,263

9/23/1999

D430,429

9/5/2000

9/5/2014

DRESSER (Hemingway Collection)

29/095,065

10/15/1998

D440,073

4/10/2001

4/10/2015

DRESSER (Hemingway Collection)

29/112,332

10/14/1999

D431,393

10/3/2000

10/3/2014

MIRROR (Hemingway Collection)

29/112,326

10/14/1999

D436,256 S

1/16/2001

1/16/2015

CHEST (Hemingway Collection)

29/111,170

9/22/1999

D430,980

9/19/2000

9/19/2014

BED (Hemingway Collection)

29/112,317

10/14/1999

D429,084

8/8/2000

8/8/2014

BUFFET (Hemingway Collection)

29/112,319

10/14/1999

D430,754

9/12/2000

9/12/2014

CHINA (Hemingway Collection)

29/111,167

9/22/1999

D430,751

9/12/2000

9/12/2014

TABLE BASE(Hemingway Collection)

29/112,329

10/14/1999

D432,335

10/24/2000

10/24/2014

CHAIR (Hemingway Collection)

29/112,320

10/14/1999

D428,723

8/1/2000

8/1/2014

TABLE (Hemingway Collection)

29/112,330

10/14/1999

D431,738

10/10/2000

10/10/2014

TABLE (Hemingway Collection)

29/112,361

10/14/1999

D431,135

9/26/2000

9/26/2014

DESK (Hemingway Collection)

29/112,327

10/14/1999

D433,255

11/7/2000

11/7/2014

DESK (Hemingway Collection)

29/112,347

10/14/1999

D434,922

12/12/2000

12/12/2014

CONSOLE (Hemingway Collection)

29/112,331

10/14/1999

D431,935

10/17/2000

10/17/2014

STOOL (Hemingway Collection)

29/112,321

10/14/1999

D433,831

11/21/2000

11/21/2014

MIRROR (Hemingway Collection)

29/112,322

10/14/1999

D430,735

9/12/2000

9/12/2014

ARMOIRE (Hemingway Collection)

29/111,166

9/22/1999

D434,926

12/12/2000

12/12/2014

TABLE (Hemingway)

29/112,323

10/14/1999

D431,131

9/26/2000

9/26/2017

CREATIVE INTERIORS — HUTCH

29/102,282

3/22/1999

D434,255

11/28/2000

11/28/2014

CREATIVE INTERIORS — DESKTOP

29/112,333

10/14/1999

D432,824

10/31/2000

10/31/2014

CREATIVE INTERIORS — CORNER HUTCH

29/112,350

10/14/1999

D430,763

9/12/2000

9/12/2014

HEADBOARD (American Expressions)

29/,116,289

12/29/1999

D429,100

8/8/2000

8/8/2014

SEAT — (American Expressions)

29/119,333

2/24/2000

D437,135 S

2/6/2001

2/6/2015

CHINA CABINET (American Expressions)

29/116,288

12/29/1999

D434,249

11/28/2000

11/28/2014

Last Updated: 3/29/07


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


		PATENT STATUS REPORT		Attorney Client Communication
				Privileged Confidential

TABLE (American Expressions)

29/116,598

1/6/2000

D433,849

11/21/2000

11/21/2014

ENTERTAINMENT CENTER (Pasadena)

29/121,183

3/31/2000

D441,214

5/1/2001

5/1/2015

TABLE (Pasadena Collection)

29/121,175

3/31/2000

D448,210

9/25/2001

9/25/2015

STORAGE TABLE (Pasadena Collection)

29/121,142

3/31/2000

D440,791 S

4/24/2001

4/24/2015

TABLE (Pasadena Collection)

29/121,150

3/31/2000

D441,565 S

5/8/2001

5/8/2015

CHINA (River Roads Collection)

29/116,293

12/29/1999

D441,219

5/1/2001

5/1/2015

TABLE (River Roads Collection)

29/116,290

12/29/1999

D438,032 S

2/27/2001

2/27/2015

SIDEBOARD (River Roads Collection)

29/116,273

12/29/1999

D437,150 S

2/6/2001

2/6/2015

BEDSTEAD (Bellasera Collection)

29/128,720

8/30/2000

D445,592 S

7/31/2001

7/31/2015

CANOPY (Bellasera Collection)

29/128,844

8/30/2000

D451,322

12/4/2001

12/4/2015

DRESSER (Bellasera Collection)

29/128,840

8/30/2000

D448,205

9/25/2001

9/25/2015

DRESSER (Bellasera Collection)

29/128,841

8/30/2000

D447,887

9/18/2001

9/18/2015

HEADBOARD — BELLASERA COLLECTION

29/128,716

8/30/2000

D443,445 S

6/12/2001

6/12/2015

FOOTBOARD — BELLASERA COLLECTION

29/128,846

8/30/2000

D443,446 S

6/12/2001

6/12/2015

DISPLAY CHINA — BELLASERA COLLECTION

29/128,721

8/30/2000

D445,601 S

7/31/2001

7/31/2015

CHINA CABINET — BELLASERA COLLECTION

29/128,842

8/30/2000

D447,886

9/18/2001

9/18/2015

DOUBLE PEDESTAL TABLE — BELLASERA COLLECTION

29/128,717

8/30/2000

D448,213

9/25/2001

9/25/2015

CHAIR — BELLASERA COLLECTION

29/128,718

8/30/2000

D445,583 S

7/31/2001

7/31/2015

TABLE — BELLASERA COLLECTION

29/128,845

8/30/2000

D445,607

7/31/2001

7/31/2015

TABLE — BELLASERA COLLECTION

29/128,763

8/30/2000

D449,186

10/16/2001

10/16/2015

DESK — BELLASERA COLLECTION

29/128,719

8/30/2000

D445,610S

7/31/2001

7/31/2015

CONSOLE — BELLASERA COLLECTION

29/128,843

8/30/2000

D448,215

9/25/2001

9/25/2015

CONSOLE — BELLASERA COLLECTION

29/145,497

7/23/2000

D459,620 S

7/2/2002

7/2/2016

TABLE — HEMINGWAY PARIS (D/A)

29/139,392

3/29/2001

D463,923

10/8/2002

10/8/2016

BUFFET — HEMINGWAY PARIS (D/A)

29/139,356

3/29/2001

D457,750

5/28/2002

5/28/2016

CHINA CABINET — HEMINGWAY PARIS

29/139,389

3/29/2001

D451,699

12/11/2001

12/11/2015

ARMOIRE — HEMINGWAY PARIS

29/139,359

3/29/2001

D451,702

12/11/2001

12/11/2015

TABLE — HEMINGWAY PARIS (D/A)

29/139,357

3/29/2001

D457,358

5/21/2002

5/21/2016

TABLE — HEMINGWAY PARIS (D/A)

29/139,360

3/29/2001

D457,748

5/28/2002

5/28/2016

FURNITURE LEG — HEMINGWAY PARIS

29/139,358

3/29/2001

D457,360

5/21/2002

5/21/2016

TABLE — HEMINGWAY PARIS (D/A)

29/139,355

3/29/2001

D457,355

5/21/2002

5/21/2016

TABLE — HEMINGWAY PARIS (D/A)

29/139,424

3/30/2001

D457,356

5/21/2002

5/21/2016

TABLE — HEMINGWAY PARIS (D/A)

29/139,426

3/30/2001

D458,058

6/4/2002

6/4/2016

TABLE — HEMINGWAY PARIS (D/A)

29/139,394

3/30/2001

D457,758

5/28/2002

5/28/2016

DISPLAY CHINA — HEMINGWAY PARIS

29/139,423

3/30/2001

D451,708

12/11/2001

12/11/2015

BENCH — HEMINGWAY PARIS (D/A)

29/139,422

3/30/2001

D457,333

5/21/2002

5/21/2016

SEAT — HEMINGWAY PARIS (D/A)

29/139,421

3/30/2001

D455,574

4/16/2002

4/16/2016

Last Updated: 3/29/07


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


		PATENT STATUS REPORT		Attorney Client Communication
				Privileged Confidential

HEADBOARD AND FOOTBOARD SET

29/139,420

3/30/2001

D455,909

4/23/2002

4/23/2016

SEAT — HEMINGWAY PARIS (D/A)

29/139,419

3/30/2001

D459,605S

7/2/2002

7/2/2016

HEADBOARD — HEMINGWAY PARIS

29/139,470

3/30/2001

D455,304

4/9/2002

4/9/2016

FOOTBOARD — HEMINGWAY PARIS

29/139,454

3/30/2001

D455,582

4/16/2002

4/16/2016

MIRROR — BRITISH GENTRY (D/A)

29/147,695

8/31/2001

D460,865

7/30/2002

7/30/2016

HEADBOARD — BRITISH GENTRY

29/147,539

8/30/2001

D458,482

6/11/2002

6/11/2016

FOOTBOARD — BRITISH GENTRY

29/147,561

8/30/2001

D459,120

6/25/2002

6/25/2016

DRESSER — BRITISH GENTRY (D/A)

29/147,562

8/30/2001

D459,615S

7/2/2002

7/2/2016

MIRROR — BRITISH GENTRY (D/A)

29/147,692

8/31/2001

D460,864

7/30/2002

7/30/2016

CHEST — BRITISH GENTRY (D/A)

29/147,694

8/31/2001

D460,636

7/23/2002

7/23/2016

ARMOIRE — BRITISH GENTRY (D/A)

29/147,536

8/30/2001

D461,970

8/27/2002

8/27/2016

BEDSTEAD — BRITISH GENTRY (D/A)

29/147,690

8/31/2001

D459,105

6/25/2002

6/25/2016

BUFFET — BRITISH GENTRY (D/A)

29/147,537

8/30/2001

D459,112

6/25/2002

6/25/2016

DISPLAY CHINA — BRITISH GENTRY

29/147,535

8/30/2001

D461,068

8/6/2002

8/6/2016

CHINA CABINET — BRITISH GENTRY

29/147,686

8/31/2001

D461,655

8/20/2002

8/20/2016

TABLE — BRITISH GENTRY (D/A)

29/147,697

8/31/2001

D460,883

7/30/2002

7/30/2016

TABLE — BRITISH GENTRY (D/A)

29/147,607

8/31/2001

D460,882

7/30/2002

7/30/2016

SEAT — BRITISH GENTRY (D/A)

29/147,687

8/31/2001

D459,905

7/9/2002

7/9/2016

SEAT — BRITISH GENTRY (D/A)

29/147,689

8/31/2001

D459,906

7/9/2002

7/9/2016

SEAT — BRITISH GENTRY (D/A)

29/147,684

8/31/2001

D459,102

6/25/2002

6/25/2016

TABLE — BRITISH GENTRY (D/A)

29/147,693

8/31/2001

D466,336

12/3/2002

12/3/2016

TABLE — BRITISH GENTRY (D/A)

29/147,551

8/30/2001

D461,339

8/13/2002

8/13/2016

TABLE — BRITISH GENTRY (D/A)

29/147,691

8/31/2001

D461,656

8/20/2002

8/20/2016

CHEST — BRITISH GENTRY (D/A)

29/147,688

8/31/2001

D460,292

7/16/2002

7/16/2016

TABLE — BRITISH GENTRY (D/A)

29/147,554

8/30/2001

D461,069

8/6/2002

8/6/2016

TABLE — BRITISH GENTRY (D/A)

29/147,698

8/31/2001

D460,881

7/30/2002

7/30/2016

CHEST — BRITISH GENTRY (D/A)

29/147,553

8/30/2001

D460,878

7/30/2002

7/30/2016

ENTERTAINMENT CENTER — BRITISH GENTRY

29/147,538

8/30/2001

D461,971

8/27/2002

8/27/2016

COMPUTER CENTER — BRITISH GENTRY

29/147,685

8/31/2001

D463,680

10/1/2002

10/1/2016

ENTERTAINMENT CENTER — BRITISH GENTRY

29/147,552

8/30/2001

D461,652

8/20/2002

8/20/2016

SEAT — BRITISH GENTRY (D/A)

29/147,683

8/31/2001

D458,470

6/11/2002

6/11/2016

TABLE — AMERICAN EXPRESSIONS

29/136,709

2/6/2001

D449,184

10/16/2001

10/16/2015

TABLE — AMERICAN EXPRESSIONS

29/152,260

12/12/2001

D462,852

9/17/2002

9/17/2016

TABLE — AMERICAN EXPRESSIONS

29/152,264

12/12/2001

D466,728

12/10/2002

12/10/2016

TABLE — AMERICAN EXPRESSIONS

29/152,259

12/12/2001

D462,850

9/17/2002

9/17/2016

ENTERTAINMENT CENTER — AMERICAN EXPRESSIONS

29/136,727

2/6/2001

D451,698

12/11/2001

12/11/2015

SEAT — HEMINGWAY (D/A)

29/139,425

3/30/2001

D460,281

7/16/2002

7/16/2016

Last Updated: 3/29/07


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


		PATENT STATUS REPORT		Attorney Client Communication
				Privileged Confidential

FWC — CANOPY TV BED (D/A)

29/052,013

3/21/1996

D394,570

5/26/1998

5/26/2012

TABLE — VISAYA COLLECTION (D/A)

29/145,774

7/27/2001

D461,340

8/13/2002

8/13/2016

DRESSER — VISAYA COLLECTION

29/145,779

7/27/2001

D459,111

6/25/2002

6/25/2016

CHEST — VISAYA COLLECTION

29/156,173

25/25/2002

D465,351

11/12/2002

11/12/2016

ARMOIRE — VISAYA COLLECTION

29/156,132

2/22/2002

D464,506

10/22/2002

10/22/2016

HEADBOARD — VISAYA COLLECTION

29/156,124

2/22/2002

D466,344

12/3/2002

12/3/2016

BEDSTEAD — VISAYA COLLECTION

29/156,123

2/22/2002

D466,716

12/10/2002

12/10/2016

SIDEBOARD — VISAYA COLLECTION

29/156,135

2/22/2002

D465,105

11/5/2002

11/5/2016

DISPLAY CHINA — VISAYA COLLECTION

29/156,111

2/22/2002

D464,826

10/29/2002

10/29/2016

DRESSER — BRIDGEHAMPTON (D/A)

29/156,130

2/22/2002

D465,104

11/5/2002

11/5/2016

CHEST — BRIDGEHAMPTON (D/A)

29/156,075

2/22/2002

D464,505

10/22/2002

10/22/2016

HEADBOARD — BRIDGEHAMPTON (D/A)

29/156,102

2/22/2002

D466,343

12/3/2002

12/3/2016

SIDEBOARD — BRIDGEHAMPTON (D/A)

29/156,145

2/22/2002

D465,110

11/5/2002

11/5/2016

CHINA CABINET — BRIDGEHAMPTON (D/A)

29/156,117

2/22/2002

D465,354

11/12/2002

11/12/2016

TABLE — BRIDGEHAMPTON (D/A)

29/145,780

7/27/2001

D461,338

8/13/2002

8/13/2016

SEAT — BRIDGEHAMPTON (D/A)

29/156,101

2/22/2002

D466,710

12/10/2002

12/10/2016

TABLE — BRIDGEHAMPTON (D/A)

29/145,781

7/27/2001

D459,912

7/9/2002

7/9/2016

TABLE — BRIDGEHAMPTON (D/A)

29/156,127

2/22/2002

D469,639

2/4/2003

2/4/2017

BOOKCASE — BRIDGEHAMPTON (D/A)

29/156,013

2/22/2002

D465,103

11/5/2002

11/5/2016

BOOKCASE — BRIDGEHAMPTON (D/A)

29/156,125

2/22/2002

D464,504

10/22/2002

10/22/2016

ENTERTAINMENT CENTER — BRIDGEHAMPTON

29/156,009

2/22/2002

D465,106

11/5/2002

11/5/2016

DISPLAY CABINET — KENT PARK

29/156,210

2/25/2002

D469,632

2/4/2003

2/4/2017

DISPLAY CABINET — KENT PARK

29/156,157

2/25/2002

D469,986

2/11/2003

2/11/2017

TABLE BASE (D/A)

29/159,214

4/17/2002

D470,343

2/18/2003

2/18/2017

TABLE — KENT PARK (D/A)

29/159,213

4/17/2002

D474,048

5/6/2003

5/6/2017

TABLE — KENT PARK (D/A)

29/159,216

4/17/2002

D470,344

2/18/2003

2/18/2017

SEAT — KENT PARK (D/A)

29/159,215

4/17/2002

D469,267

1/9/2003

1/9/2017

SEAT — KENT PARK (D/A)

29/159,207

4/17/2002

D469,266

1/28/2003

1/28/2017

DRESSER — KENT PARK (D/A)

29/159,208

4/17/2002

D469,627

2/4/2003

2/4/2017

MIRROR — KENT PARK (D/A)

29/159,209

4/17/2002

D469,261

1/28/2003

1/28/2017

CHEST (D/A)

29/159,212

4/17/2002

D469,625

2/4/2003

2/4/2017

ARMOIRE — KENT PARK (D/A)

29/159,211

4/17/2002

D469,273

1/28/2003

1/28/2017

HEADBOARD — KENT PARK (D/A)

29/159,288

4/17/2002

D469,285

1/28/2003

1/28/2017

BEDSTEAD — KENT PARK (D/A)

29/159,195

4/17/2002

D470,331

2/18/2003

2/18/2017

FURNITURE LEG — KENT PARK (D/A)

29/159,231

4/17/2002

D472,078

3/25/2003

3/25/2017

TABLE — KENT PARK (D/A)

29/159,194

4/17/2002

D472,076

3/25/2003

3/25/2017

TABLE — KENT PARK (D/A)

29/159,230

4/17/2002

D469,991

2/11/2003

2/11/2017


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


		PATENT STATUS REPORT		Attorney Client Communication
				Privileged Confidential

TABLE (D/A)

29/159,210

4/17/2002

D469,987

2/11/2003

2/11/2017

TABLE — KENT PARK (D/A)

29/159,227

4/17/2002

D469,988

2/11/2003

2/11/2017

TABLE — KENT PARK (D/A)

29/159,228

4/17/2002

D469,989

2/11/2003

2/11/2017

CHEST — KENT PARK (D/A)

29/159,229

4/17/2002

D469,276

1/28/2003

1/28/2017

CHEST — KENT PARK (D/A)

29/159,226

4/17/2002

D470,346

2/18/2003

2/18/2017

SEAT — WINDEMERE (D/A)

29/156,150

2/25/2002

D466,320

12/3/2002

12/3/2016

SEAT — WINDEMERE (D/A)

29/158,510

4/4/2002

D466,322

12/3/2002

12/3/2016

ENDBOARD — WINDEMERE (D/A)

29/156,211

2/25/2002

D466,731

12/10/2002

12/10/2016

TABLE — HBF EGG DESIGN (D/A)

29/161,871

6/5/2002

D473,079

4/15/2003

4/15/2017

BED #1 ENDBOARD (STONE TERRACE)

29/054,037

5/6/1996

D378,258

3/4/1997

3/4/2011

Bed #1 HEADBOARD/FOOTBOARD

29/054,088

5/6/1996

D382,726

8/26/1997

8/26/2011

MIRROR — TRELLIS GARDEN (D/A)

29/169,238

10/16/2002

D474,035

5/6/2003

5/6/2017

BEDSTEAD — TRELLIS GARDEN

29/169,236

10/16/2002

D474,918

5/27/2003

5/27/2017

BEDSTEAD (STONE TERRACE)

29/051,701

1/31/1996

D377,568

1/28/1997

1/28/2011

BEDSTEAD (STONE TERRACE)

29/051,022

1/31/1996

D378,257

3/4/1997

3/4/2011

DRESSER — VERONA (D/A)

29/169,241

10/16/2002

D480,896

10/21/2003

10/21/2017

MIRROR — VERONA (D/A)

29/169,240

10/16/2002

D474,036

5/6/2003

5/6/2017

HEADBOARD — VERONA (D/A)

29/169,266

10/16/2002

D475,224

6/3/2003

6/3/2017

DRESSER — BOGART (D/A)

29/169,132

10/15/2002

D483,962

12/23/2003

12/23/2017

DRESSER — BOGART (D/A)

29/169,131

10/15/2002

D482,901

12/2/2003

12/2/2017

CHEST — BOGART (D/A)

29/181,308

5/8/2003

D486,328

4/13/2004

4/13/2018

CHEST — BOGART (D/A)

29/181,337

5/8/2003

D486,670

2/17/2004

2/17/2018

CHEST — BOGART (D/A)

29/181,309

5/8/2003

D488,324

4/13/2004

4/13/2018

HEADBOARD — BOGART (D/A)

29/181,310

5/8/2003

D488,013

4/6/2004

4/6/20181

HEADBOARD — BOGART (D/A)

29/182,204

5/21/2003

D488,014

4/6/2004

4/6/2018

BEDSTEAD — BOGART (D/A)

29/181,306

5/8/2003

D487,648

3/23/2004

3/23/2018

POST — BOGART (D/A)

29/181,312

5/8/2003

D488,008

4/6/2004

4/6/2018

BEDSTEAD — BOGART (D/A)

29/181,342

5/8/2003

D486,667

2/17/2004

2/17/2018

CHINA CABINET — BOGART (D/A)

29/181,330

5/8/2003

D488,645

4/20/2004

4/20/2018

TABLE — BOGART (D/A)

29/181,336

5/8/2003

D486,328

2/10/2004

2/10/2018

SEAT — BOGART (D/A)

29/181,320

5/8/2003

D486,318

2/10/2004

2/10/2018

SEAT — BOGART (D/A)

29/181,331

5/8/2003

D485,996

2/3/2004

2/3/2018

TABLE — BOGART (D/A)

29/181,333

5/8/2003

D489,201

5/4/2004

5/4/2018

FURNITURE LEG — BOGART (D/A)

29/181,264

5/8/2003

D489,203

5/4/2004

5/4/2018

TABLE — BOGART (D/A)

29/181,307

5/8/2003

D494,782

8/24/2004

8/24/2018

TABLE — BOGART (D/A)

29/181,282

5/8/2003

D486,017

2/3/2004

2/3/2018

CHEST — BOGART (D/A)

29/181,314

5/8/2003

D488,325

4/13/2004

4/13/2018


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


		PATENT STATUS REPORT		Attorney Client Communication
				Privileged Confidential

TABLE — BOGART (D/A)

29/181,328

5/8/2003

D487,649

3/23/2004

3/23/2018

TABLE — BOGART (D/A)

29/181,332

5/8/2003

D490,254

5/25/2004

5/25/2018

DESK — (BOGART) — (D/A)

29/181,279

5/8/2003

D488,018

2/3/2004

2/3/2018

CHEST — (BOGART) — (D/A)

29/181,313

5/8/2003

D488,638

4/20/2004

4/20/2018

SEAT — (BOGART) — (D/A)

39/181,278

5/8/2003

D485,447

1/20/2004

1/20/2018

BAR CABINET — (BOGART) — (D/A)

29/181,281

5/8/2003

D488,637

4/20/2004

4/20/2018

ENTERTAINMENT CENTER FRONT

29/181,280

5/8/2003

D488,648

4/20/2004

4/20/2018

D/A PILLOW DOOR (ATTACHE COLLECTION)

29/190,705

9/26/2003

D502,823

3/15/2004

3/15/2018

D/A HEADBOARD (ATTACHE COLLECTION)

29/190,699

9/25/2003

D497,503

10/26/2004

10/26/2018

D/A HEADBOARD

29/194,034

11/18/2003

D500,219

12/28/2004

12/28/2018

D/A SEAT BACK

29/194,035

11/18/2003

D497,747

11/2/2004

11/2/2018

D/A FURNITURE POST ORNAMENTATION

29/194,042

11/18/2003

D502,824

3/15/2005

3/15/2019

D/A FURNITURE LEG (VILLA SOLEIL)

29/194,033

11/18/2003

D502,029

2/22/2005

22/22/2019

D/A SEAT BACK (VILLA SOLEIL)

29/194,009

11/18/2003

D514,851

2/14/2006

2/14/2020

BEDSTEAD — URBAN RETREAT COLLECTION

29/205,288

5/12/2004

D509,087

9/6/2005

9/6/2019

DISPLAY CHINA — URBAN RETREAT COLLECTION

29/205,283

5/12/2004

D507,899

8/2/2005

8/2/2019

SIDEBOARD — URBAN RETREAT COLLECTION

29/205,273

5/12/2004

D504,250

4/26/2005

4/26/2019

ETAGERE — URBAN RETREAT COLLECTION

29/205,286

5/12/2004

D512,585

12/13/2005

12/13/2019

D/A SIDEBOARD Hemingway

29/214,609

10/6/2004

D508,622

8/23/2005

8/23/2019

CHINA CABINET (RENAISSANCE)

29/061,211

10/17/1996

D389,654

1/27/1998

1/27/2019

D/A HEADBOARD (VILLA SOLEIL)

29/194,036

11/18/2003

D499,913

12/21/2004

12/21/2018

D/A FURNITURE POST SECTION

29/194,038

11/18/2003

D499,906

12/21/2004

12/21/2018

D/A BRACKET FOOT (VILLA SOLEIL)

29/194,037

11/18/2003

D506,177

8/9/2005

8/9/2019

FURNITURE CROWN MOLDING — IRVING PARK

29/205,290

5/12/2004

D509,389

9/13/2005

9/13/2019

FURNITURE TOP WITH BORDER — IRVING PARK

29/205,285

5/12/2004

D520,274

5/9/2006

5/9/2020

BEDSTEAD — IRVING PARK COLLECTION

29/205,289

5/12/2004

D507,913

8/2/2005

8/2/2019

SEAT BACK — IRVING PARK COLLECTION

29/205,299

5/12/2004

D513,679

1/24/2006

1/24/2020

FURNITURE POST — IRVING PARK COLLECTION

29/205,297

5/12/2004

D506,891

7/5/2005

7/5/2019

DRESSER — URBAN RETREAT COLLECTION

29/205,284

5/12/2004

D509,682

9/20/2005

9/20/2019

D/A SEAT BACK — VILLA SOLEIL COLLECTION

29/237,485

9/1/2005

D520,272

5/9/2006

5/9/2020

OPEN LATTICE PANEL

29/504,714

5/20/1996

D380,322

7/1/1997

7/1/2011

DRESSER (American Revival)

29/050,392

2/16/1996

D376,495

12/17/1996

12/17/2010

D/A DRESSER — DIVISIONAL

29/221,955

1/24/2005

D513,372

1/3/2006

1/3/2020

SEAT (C-I-P) — (D/A)

29/044,539

9/26/1995

D391,411

3/3/1998

3/3/2012


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



		PATENT STATUS REPORT		Attorney Client Communication
				Privileged Confidential

LANEVENTURE PATENTS AND TRADEMARKS


Title	File Type	PTO INFORMATION
T.M. WEATHERMASTER for household furniture, namely sofas, love seats, chairs and end tables	Trademark	Serial #: 74/042,402 Reg.#: 1,629,206 Filed: 3/26/1990 Issued: 12/25/1990

T.M. CHAIRSIDER for furniture tables	Trademark	Serial #: 74/335,805 Reg.#: 1,788,188 Filed: 12/1/1992 Issued: 8/17/1993

T.M. HICKORY TAVERN for sofa beds and sectional sofas	Trademark	Serial #: 73/120,800 Reg.#: 1,079,402 Filed: 3/29/1977 Issued: 12/13/1977

T.M. AUTHENTICITY for retail store services featuring gift items, home furnishings, furniture, fireplaces and grills	Trademark	Serial #: 78/304,862 Reg.#: 2,973,830 Filed: 9/24/2003 Issued: 7/19/2005

T.M. LEISURE LANE for furniture	Trademark	Serial #: 78/304,863 Reg.#: 3,136,484 Filed: 9/24/2003 Issued: 8/29/2006

T.M. LANEVENTURE for candles, gazebos, arches and obelisks, barbecue grills, outdoor fireplaces, lamps and lanterns, gazebos made of wood and bridges made wood, furniture, pillows, picture frames, and wall hangings made of wood, jars, planters, urns, bowls and candle holders, sofa scarves, rugs	Trademark	Serial #: 76/627,346 Reg.#: 3,125,438 Filed: 1/6/05 Issued: 8/8/2006

T.M. LIVINGOUTDOORS for magazines featuring outdoor furnishings, decorating and outdoor dining	Trademark	Serial #: 78/954,523 Reg.#: 8/17/2006 Filed: Issued:

Last Updated: 3/29/07
Last Printed: 3/29/07
By: Jack Hicks, Womble Carlyle
jhicks@wcsr.com


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



		PATENT STATUS REPORT		Attorney Client Communication
				Privileged Confidential

LANEVENTURE PATENTS AND TRADEMARKS


Title	File Type	PTO INFORMATION

Utility Patent Multi-Channel Sling Seat Frame	Patent	Inventors: Harper, Doughty Serial #: 09/841,257 Patent No.: 6,779,849 Filed: 4/24/2001 Issued: 8/24/2004

Design Patent Sling Seat (Vintage Garden)	Patent	Inventors: Waites Serial #: 29/133,307 Patent No.#: D454,709 Filed: 11/28/2000 Issued: 3/26/2002

Design Patent Furniture Leaf Ornamentation (Vintage Garden)	Patent	Inventors: Waites Serial #: 29/128,766 Patent No.#: D449,188 Filed: 8/31/2000 Issued: 10/16/2001

Design Patent Seat side Ornamentation (Cabana Joe’s) (60-01)	Patent	Inventors: Montalbano Serial #: 29/150,592 Patent No.#: D463,147 Filed: 11/14/2001 Issued: 9/24/2002

Design Patent Headboard and Footboard Combination (Cabana Joe’s) (9060-13, 14, 27, 37)	Patent	Inventors: Montalbano Serial #: 29/150,606 Patent No.#: D466,327 Filed: 11/14/2001 Issued: 12/3/2002

Design Patent Chest (Cabana Joe’s (9060-44)	Patent	Inventors: Montalbano Serial #: 29/150,605 Patent No.#: D462,851 Filed: 11/14/2001 Issued: 9/17/2002


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



		PATENT STATUS REPORT		Attorney Client Communication
				Privileged Confidential

LANEVENTURE PATENTS AND TRADEMARKS


Title	File Type	PTO INFORMATION

Design Patent Sofa (484-03)	Patent	Inventors: White Serial #: 29/020,939 Patent No.#: D360,993 Filed: 4/5/1994 Issued: 8/8/1995

Design patent Backrest Cover Upholstered Chair (Savannah Collection) (932-60)	Patent	Inventors: Cooke Serial #: 29/057,024 Patent No.#: D387,603 Filed: 7/15/1996 Issued: 12/16/1997

Design Patent Chair (Chandler Bay) (312-01)	Patent	Inventors: Lowman Serial #: 29/092,375 Patent No.#: D435,738 Filed: 8/18/1998 Issued: 1/2/2001

Design Patent Outdoor Modular Kitchen End Unit (Weathermaster Outdoor Living Collection)	Patent	Inventors: Thompson Serial #: 29/163,760 Patent No.#: D475,552 Filed: 7/11/2002 Issued: 6/10/2003

Design Patent Seat Arm (Cabana Joe Collection)	Patent	Inventors: Lawson Serial #: 29/163,881 Patent No.#: D489,202 Filed: 7/12/2002 Issued: 5/4/2004

Design Patent Sofa (332-03)	Patent	Inventors: McCray Serial #: 29/022,451 Patent No.#: D360,994 Filed: 5/5/1994 Issued: 8/8/1995

Design Patent Ottoman (Chandler Bay) (312-05)	Patent	Inventors: Lowman Serial #: 29/092,374 Patent No.#: D432,801 Filed: 8/18/1998 Issued: 10/31/2000


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



		PATENT STATUS REPORT		Attorney Client Communication
				Privileged Confidential

LANEVENTURE PATENTS AND TRADEMARKS


Title	File Type	PTO INFORMATION

Design Patent Seat Arm (Eddie Bauer Lakeridge)	Patent	Inventors: Lawson Serial #: 29/187,087 Patent No.#: D493,988 Filed: 7/28/2003 Issued: 8/10/2004

Design Patent Dry Bar (Eddie Bauer Lakeridge)	Patent	Inventors: Lawson Serial #: 29/187,133 Patent No.#: D501,104 Filed: 7/28/2003 Issued: 1/25/2005

Design Patent Seat (Cabana Joe — SKU 752-01)	Patent	Inventors: Lawson Serial #: 29/187,088 Patent No.#: D494,388 Filed: 7/28/2003 Issued: 8/17/2004

Design Patent Seat Arm — Chesapeake Collection Cuddle Chair (71-51)	Patent	Inventors: Lawson Serial #: 29/196,247 Patent No.#: D501,745 Filed: 12/23/2003 Issued: 2/15/2005

Design Patent Table Chesapeake Collection Potting Bench (9071-75)	Patent	Inventors: Lawson Serial #: 29/196,411 Patent No.#: D498,608 Filed: 12/23/2003 Issued: 11/23/04

Design Application Furniture Ornamentation (Palm Beach Hotel Collection) (5800-03, 04)	Patent	Inventors: Bryant, Barnes Serial #: 29/212,877 Filed: 9/9/2004


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



		PATENT STATUS REPORT		Attorney Client Communication
				Privileged Confidential

LANEVENTURE PATENTS AND TRADEMARKS


Title	File Type	PTO INFORMATION

Design Patent Seat (Palm Beach Hotel Collection Cuddle Chair)	Patent	Inventors: Bryant, Barnes Serial #: 29/212,875 Patent No.#: D515,835 Filed: 9/9/2004 Issued: 2/28/2006

Design Patent Seat (Palm Beach Hotel Collection) (5803-01)	Patent	Inventors: Bryant, Barnes Serial #: 29/212,867 Patent No.#: D515,834 Filed: 9/9/2004 Issued: 2/28/2006

Design Application Seat (Palm Beach Hotel Collection) (5805-01)	Patent	Inventors: Bryant, Barnes Serial #: 29/212,876 Filed: 9/9/2004

Design Application for Seat (Kingston Style 780)	Patent	Inventors: Zachary Bryant, Keith Crow, Aaron Hines Serial #: 29/275,620 Filed: 1/2/2007

Design Application for Seat (Spinnaker Style 792)	Patent	Inventors: Zachary Bryant, Keith Crow, Aaron Hines Serial #: 29/275,619 Filed: 1/2/2007

Last Updated: 3/29/07
Last Printed: 3/29/07
By: Jack Hicks, Womble Carlyle
jhicks@wcsr.com


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Thomasville Furniture Industries — Patent Portfolio

Date Generated: March 29,2007


	Pat. No.	Title
1.	D527,916	Mirror
2.	D527,204	Furniture
3.	D525,459	Table
4.	D521,280	Furniture leg
5.	D520,276	Table top design
6.	D520,274	Furniture top with border
7.	D520,272	Seat back
8.	D519,764	Headboard
9.	D519,760	Pedestal
10.	D519,759	Console
11.	D519,745	Bedstead
12.	D519,304	Furniture leg
13.	D518,982	Pedestal
14.	D518,981	Table
15.	D518,668	Dining table
16.	D517,835	Desk
17.	D517,342	Headboard and footboard
18.	D514,851	Seat back
19.	D514,834	Seat frame
20.	D514,359	Seat back
21.	D514,346	Seat
22.	D513,907	China
23.	D513,901	Seat
24.	D513,679	Seat back
25.	D513,455	Seat
26.	D513,372	Dresser
27.	D512,845	Seat


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	Pat. No.	Title
28.	D512,585	Etagere
29.	D511,635	Furniture ornamentation
30.	D510,490	Bar
31.	D510,489	Armoire
32.	D510,211	Entertainment center
33.	D509,682	Dresser
34.	D509,389	Furniture crown molding


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Thomasville Furniture Industries — Patent Portfolio


	Pat. No.	Title
35.	D509,375	Box
36.	D509,087	Endboard
37.	D508,622	Sideboard
38.	D508,177	Bracket foot
39.	D507,913	Endboard
40.	D507,899	Display china deck
41.	D507,429	Chest
42.	D506,891	Furniture post
43.	D504,250	Sideboard
44.	D502,824	Furniture post ornamentation
45.	D502,823	Furniture pillow panel
46.	D502,029	Furniture leg
47.	D500,219	Headboard
48.	D499,913	Headboard
49.	D499,906	Furniture post section
50.	D497,747	Seat back
	PAT. NO.	Title
51.	D497,503	Headboard
52.	D494,782	Table
53.	D490,254	Table
54.	D489,203	Furniture leg
55.	D489,201	Table
56.	D488,648	Entertainment center front
57.	D488,645	China cabinet
58.	D488,638	Chest
59.	D488,637	Bar cabinet
60.	D488,328	Chest
61.	D488,325	Chest


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	Pat. No.	Title
62.	D488,324	Chest
63.	D488,014	Headboard
64.	D488,013	Headboard
65.	D488,008	Post
66.	D487,649	Table
67.	D487,648	Bedstead
68.	D486,670	Chest
69.	D486,667	Bedstead
70.	D486,328	Table


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Thomasville Furniture Industries — Patent Portfolio


	Pat. No.	Title
71.	D486,319	Seat
72.	D486,017	Table
73.	D486,016	Desk
74.	D485,996	Seat
75.	D485,447	Seat
76.	D483,962	Dresser
77.	D482,901	Dresser
78.	D480,896	Dresser
79.	6,609,546	Furniture with distressed appearance
80.	D475,224	Headboard
81.	D474,918	Bedstead
82.	D474,048	Table
83.	D474,036	Mirror
84.	D474,035	Mirror
85.	D473,079	Table
86.	D472,078	Furniture leg
87.	D472,076	Table
88.	D470,346	Chest
89.	D470,344	Table
90.	D470,343	Table base
91.	D470,331	Bedstead
92.	D469,991	Table
93.	D469,989	Table
94.	D469,988	Table
95.	D469,987	Table
96.	D469,986	Display cabinet
97.	D469,639	Table
98.	D469,632	Display cabinet
99.	D469,627	Dresser
100.	D469,625	Chest
101.	D469,285	Headboard
102.	D469,276	Chest
103.	D469,273	Armoire
104.	D469,267	Seat


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	Pat. No.	Title
105.	D469,266	Seat
106.	D469,261	Mirror
107.	D466,731	Endboard


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Thomasville Furniture Industries — Patent Portfolio


	Pat. No.	Title
108.	D466,728	Table
109.	D466,716	Bedstead
110.	D466,710	Seat
111.	D466,344	Headboard
112.	D466,343	Headboard
113.	D466,336	Table
114.	D466,322	Seat
115.	D466,320	Seat
116.	D465,354	China cabinet
117.	D465,351	Chest
118.	D465,110	Sideboard
119.	D465,106	Entertainment center
120.	D465,104	Dresser
121.	D465,103	Bookcase
122.	D464,826	Display china
123.	D464,506	Armoire
124.	D464,505	Chest
125.	D464,504	Bookcase
126.	D463,680	Computer center
127.	D462,852	Table
128.	D462,850	Table
129.	D461,971	Entertainment center
130.	D461,970	Armoire
131.	D461,656	Table
132.	D461,655	China cabinet
133.	D461,652	Entertainment center
134.	D461,340	Table
135.	D461,339	Table
136.	D461,338	Table
137.	D461,069	Table
138.	D461,068	Display china


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	Pat. No.	Title
139.	D460,883	Table
140.	D460,882	Table
141.	D460,881	Table
142.	D460,878	Chest
143.	D460,865	Mirror
144.	D460,864	Mirror

Thomasville Furniture Industries — Patent Portfolio


145.	D460,636	Chest
146.	D460,292	Chest
147.	D460,281	Seat
148.	D459,912	Table
149.	D459,906	Seat
150.	D459,905	Seat
151.	D459,620	Console
152.	D459,615	Dresser
153.	D459,605	Seat
154.	D469,120	Footboard
155.	D459,112	Buffet
156.	D459,111	Dresser
157.	D459,105	Bedstead
158.	D459,102	Seat
159.	D458,482	Headboard
160.	D458,470	Seat
161.	D457,333	Bench
162.	D455,574	Seat
163.	D451,698	Entertainment center


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	Pat. No.	Title
164.	D451,322	Canopy
165.	D449,186	Table
166.	D449,184	Table
167.	D448,215	Console
168.	D448,213	Double pedestal table
169.	D448,210	Table
170.	D448,205	Dresser
171.	D447,887	Dresser
172.	D447,886	China cabinet
173.	6,273,531	Revolving storage hutch
174.	D445,610	Desk
175.	D445,607	Table
176.	D445,601	Display china
177.	D445,592	Bedstead
178.	D445,583	Chair
179.	D444,317	Buffet
180.	D443,446	Footboard
181.	D443,445	Headboard


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Thomasville Furniture Industries — Patent Portfolio


	Pat. No.	Title
182.	D441,565	Table
183.	D441,219	China cabinet
184.	D441,214	Entertainment center
185.	D440,791	Table
186.	D440,073	Dresser
187.	D438,032	Table
188.	D437,150	Sideboard
189.	D437,135	Seat
190.	D434,926	Armoire
191.	D434,922	Desk
192.	D434,255	Hutch with rotatable support
193.	D434,249	China cabinet
194.	D433,849	Table
195.	D432,824	Desktop with concave pull-out tray
196.	D432,335	Table base
197.	D431,935	Console
198.	D431,738	Table
199.	D431,393	Dresser
200.	D431,135	Table
201.	D431,131	Table
202.	D430,980	Chest
203.	D430,763	Corner hutch with rotatable support
204.	D430,754	Buffet
205.	D430,751	China curio
206.	D430,429	Armoire
207.	D430,428	Sideboard
208.	D430,427	Dresser
209.	D429,100	Headboard
210.	D428,723	Chair
211.	D428,280	Dresser


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	Pat. No.	Title
212.	D423,246	Bedstead
213.	D421,354	Open lattice panel
214.	D420,833	Chest
215.	D420,530	Chest
216.	D419,329	Bedstead
217.	D417,346	Sideboard
218.	D416,403	Armoire


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Thomasville Furniture Industries — Patent Portfolio


	Pat. No.	Title
219.	D416,144	Chest
220.	D415,905	Bedstead
221.	D414,627	Sideboard
222.	D414,057	Table
223.	D412,632	Table
224.	D412,076	Table edge and undertop molding
225.	D411,394	Furniture leg
226.	D409,844	Mirror
227.	D409,393	Mirror
228.	D409,392	Mirror
229.	D408,648	Bedstead
230.	D407,912	Seat
231.	D394,765	Table
232.	D394,570	TV canopy
233.	D392,480	Headboard
234.	D391,781	Bedstead
235.	D391,411	Seat
236.	D391,095	Bedstead
237.	D390,719	China cabinet
238.	D390,390	Headboard
239.	D390,389	Headboard
240.	D390,375	Bedstead
241.	D390,045	Chest
242.	D390,043	China cabinet
243.	D390,042	Armoire
244.	D390,041	Sideboard
245.	D390,009	Mirror
246.	D389,655	Dresser
247.	D389,654	China cabinet


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	Pat. No.	Title
248.	D388,979	Table
249.	D388,978	Table
250.	D387,580	Chest
251.	D387,568	Mirror
252.	D382,726	Headboard/footboard
253.	D380,322	Open lattice panel
254.	D379,119	Bottle holder
255.	D378,791	Door front


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Thomasville Furniture Industries — Patent Portfolio


	Pat. No.	Title
256.	D378,258	Endboard
257.	D378,257	Headboard and canopy unit
258.	D377,568	Headboard
259.	D376,495	Dresser
260.	D376,489	Bedstead
261.	D374,136	Curio console
262.	D373,687	Bed
263.	D373,491	Dresser
264.	D372,376	Entertainment center
265.	D372,375	China cabinet
266.	D372,139	China cabinet
267.	D372,136	Entertainment center
268.	D371,261	Table
269.	D371,260	Table
270.	D371,019	Chest
271.	D371,017	Curio console
272.	D371,016	Curio cabinet
273.	D371,015	Desk
274.	D370,784	Mirror
275.	D368,601	Bedstead
276.	D368,182	Night stand
277.	D368,178	Headboard and footboard set for a bed
278.	D367,570	Bookcase
279.	D367,566	Seat
280.	D366,166	Sideboard
281.	D366,160	Seat
282.	D365,951	TV canopy
283.	D364,759	Chest
284.	D363,622	Table


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	Pat. No.	Title
285.	D362,131	Clock chest
286.	D360,088	Wardrobe
287.	D358,950	Clock chest


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Broyhill Furniture Industries — Patent Portfolio

Date Generated: March 29,2007


	Patent No.	Title
1.	D251,771	Table
2.	D519,758	Table or cabinet base
3.	D519,748	Cabinet
4.	D519,741	Arm chair
5.	D519,300	China base cabinet
6.	D519,295	Chair
7.	D518,978	Cabinet
8.	D518,658	Chair
9.	D518,317	Dropleaf table
10.	D516,836	Shelf unit
11.	D515,857	Headboard and/or footboard
12.	D514,853	Headboard and/or footboard
13.	D512,858	Table
14.	D512,857	Table
15.	D512,248	Cabinet
16.	D511,425	China base cabinet
17.	D511,056	China deck cabinet
18.	D511,054	Chest of drawers
19.	D511,052	Chest of drawers
20.	D510,218	Headboard and/or footboard
21.	D510,207	Chest of drawers
22.	D509,971	Sideboard
23.	D509,966	Rocking chair
24.	D509,680	Chest of drawers
25.	D509,679	Shelf and cabinet unit
26.	D509,378	Chest of drawers


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	Patent No.	Title
27.	D509,377	Chest of drawers
28.	D509,376	Chest of drawers
29.	D509,075	Storage bench
30.	D508,170	Desk hutch
31.	D507,895	Furniture chest
32.	D507,439	Headboard and/or footboard
33.	D507,126	China deck cabinet
34.	D506,884	Dining chest

Broyhill Furniture Industries — Patent Portfolio


35.	D502,336	Dresser
36.	D502,024	China base cabinet
37.	D501,735	Entertainment base cabinet
38.	D501,098	Entertainment deck cabinet
39.	D499,909	Headboard and/or footboard
40.	D498,947	Table
41.	D498,085	Furniture chest
42.	D498,084	China deck cabinet
43.	D498,082	Vanity table
44.	D498,081	Desk
45.	D497,748	Headboard and/or footboard
46.	D497,271	Dresser
47.	D497,270	Furniture chest
48.	D468,565	Headboard and/or footboard
49.	D439,439	Bureau
50.	D437,507	Table
51.	D432,813	Table
52.	D431,732	Table
53.	D431,391	Cabinet
54.	D431,120	Chair


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	Pat. No.	Title
55.	D430,752	Mobile server
56.	D430,425	Hutch and sideboard cabinet
57.	D429,918	Armoire
58.	D429,917	Highboy
59.	D429,915	Table
60.	D429,430	Table
61.	D428,741	Table
62.	D428,733	Table
63.	D427,439	Mirror
64.	D424,837	Table
65.	D416,145	Drawer dresser
66.	D402,833	Poster headboard
67.	D402,814	Vertical mirror
68.	D402,813	Landscape mirror
69.	D402,135	Door chest
70.	D401,449	Drawer chest
71.	D401,448	Door dresser


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Broyhill Furniture Industries — Patent Portfolio


	Pat. No.	Title
72.	D401,447	Night stand
73.	D400,379	Poster footboard
74.	D400,378	Panel headboard
75.	D400,377	Panel footboard
76.	D311,830	Entertainment cabinet unit
77.	D295,702	Entertainment cabinet unit
78.	D274,485	Seat
79.	D271,259	Buffet
80.	D264,785	Armoire
81.	D262,927	Hutch
82.	D260,835	Hutch
83.	D260,465	Buffet
84.	D259,377	Extensible end table
85.	D259,079	Dining room chair
86.	D258,855	Occasional table
87.	D258,708	Occasional table
88.	D257,921	Dining room chair
89.	D257,489	Dining room table


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Lane Furniture Industries — Patent Portfolio

Date Generated: March 29,2007


	Patent No.	Title
1.	7,155,761	Interchangeable furniture system
2.	D522,257	Chair
3.	7,052,089	Multi-position headrest and mechanism therefor
4.	D515,835	Seat
5.	D515,834	Seat
6.	6,945,599	Rocker recliner mechanism
7.	D501,745	Seat arm
8.	D501,104	Dry bar
9.	D498,608	Table
10.	D494,388	Seat
11.	D493,988	Seat arm
12.	D489,202	Seat arm
13.	6,729,686	Chair and recliner mechanism
14.	6,634,706	Rocking recliner chair
15.	D475,552	Outdoor modular kitchen end unit
16.	D475,545	Sofa


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-06776/

DES

29/075994

D402833

Granted

58040-06776

28-Aug-1997

22-Dec-1998

22-Dec-2012

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

POSTER HEADBOARD (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-06777/

DES

29/075998

D400378

Granted

58040-06777

28-Aug-1997

03/Nov-1998

03-Nov-2012

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

PANEL HEADBOARD (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.

58040-06778/

DES

29/079917

D400379

Granted

58040-06778

28-AUG-1997

03-Nov-1998

03-Nov-2012

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

Owner Name:

CA Client Ref:

Title:

POSTER FOOTBOARD (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-06779/

DES

29/075941

D400377

Granted

58040-06779

28-Aug-1997

03-Nov-1998

03-Nov-2012

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

PANEL FOOTBOARD

Agent Ref:

Inventor(s):

HAZEN, LARRY D.

58040-06780-

DES

29/075993

D416145

Granted

58040-06780

28-Aug-1997

09-Nov-1999

09-Nov-2013

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

DRAWER DRESSER (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.

58040-06781/

DES

29/075996

D401448

Granted

58040-06781

28-Aug-1997

24-Nov-1998

24-Nov-2012

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

DOOR DRESSER (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-06782/

DES

29/076044

D401449

Granted

58040-06782

28-Aug-1997

24-Nov-1998

24-Nov-2012

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

DRAWER CHEST (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-06783/

DES

29/075940

D 402135

Granted

58040-06783

28-Aug-1997

08-Dec-1998

08-Dec-2012

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

DOOR CHEST (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-06784-

DES

29/075995

D401446

Granted

58040-06784

28-Aug-1997

24-Nov-1998

24-Nov 2012

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

MAGNA CHEST (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-06785/

DES

29/075942

D401447

Granted

58040-06785

28-Aug-1997

24-Nov-1998

24-Nov-2012

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

NIGHT STAND (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-06786/

DES

29/076043

D402814

Granted

58040-06786

28-Aug-1997

22-Dec-1998

22-Dec-2012

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

VERTICAL MIRROR

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-06787/

DES

29/075997

D402813

Granted

58040-06787

28-Aug-1997

22-Dec-1998

22-Dec-2012

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

LANDSCAPE MIRROR (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-09154/

DES

29/106280

D 437507 S

Granted

58040-09154

11-Jun-1999

13-Feb-2001

13-Feb-2015

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

STORAGE COCKTAIL TABLE

Agent Ref:

Inventor(s):

(DESIGN)

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-09155/

DES

29/106285

Des 429915

Granted

58040-09155

11-Jun-1999

29-Aug-2000

29-Aug-2014

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

TRUNK COCKTAIL TABLE

Agent Ref:

Inventor(s):

(DESIGN)

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-09156/

DES

29/105945

Des 431732

Granted

58040-09156

04-Jun-1999

10-Oct-2000

10-Oct-2014

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

STORAGE END TABLE (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-09157/1

DIV

29-114074

D432813

Granted

58040-02083

17-Nov-1999

31-Oct-2000

31-Oct-2014

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

RECTANGLE COCKTAIL TABLE

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-09157/2

DES

29/106279

Des 428733

Granted

58040-09157

11-Jun-1999

01-Aug-2000

01-Aug-2014

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

COMMODE END TABLE (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-09159/

DES

29/105944

Des 429430

Granted

58040-09159

04-Jun-1999

15-Aug-2000

15-Aug-2014

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

TABLE (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-09160/

DES

29-106277

Des 429918

Granted

58040-09160

11-Jun-1999

29-Aug-2000

29-Aug-2014

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

ARMOIRE (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-09161/

DES

29/105943

Des 429917

Granted

58040-09161

04-Jun-1999

29-Aug-2000

29-Aug-2014

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

HIGHBOY (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-091623/

DES

29/105946

D 439439 S

Granted

58040-09163

04-Jun-1999

27-Mar-2001

27-Mar-2015

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

BUREAU [DRESSER (DESIGN)]

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-09164/

DES

29/106971

Des 431120

Granted

58040-09164

24-Jun-1999

26-Sep-2000

26-Sep-2014

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

LADDER BACK ARMCHAIR AND

Agent Ref:

Inventor(s):

SIDECHAIR

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-09165/

DES

29/106968

D 431391

Granted

58040-09165

24-Jun-1999

03-Oct-2000

03-Oct-2014

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

CHINA DECK AND BASE CABINET

Agent Ref:

Inventor(s):

(DESIGN)

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-09167/

DES

29/105941

D424837

Granted

58040-09167

04-Jun-1999

16-May-2000

16-May-2014

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

TURNED LEG TABLE (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-09168/

DES

29/106276

Des 428741

Granted

58040-09168

11-Jun-1999

01-Aug-2000

01-Aug-2014

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

PEDESTAL TABLE (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-09169/

DES

29/106281

Des 430425

Granted

58040-09169

11-Jun-1999

05-Sep-2000

05-Sep-2014

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

HUTCH AND SIDEBOARD

Agent Ref:

Inventor(s):

CABINET (DESIGN)

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-09170/

DES

29/105940

Des 730752

Granted

58040-09170

04-Jun-1999

12-Sep-2000

12-Sep-2014

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

MOBILE SERVER (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-09478/

DES

29/105939

Des 427439

Granted

58040-09478

04-Jun-1999

04-Jul-2000

04-Jul-2014

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

LANDSCAPE MIRROR (DESIGN)

Agent Ref:

Inventor(s):

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-09479/1

CON

29/136977

D468565 S

Granted

58040-07234

09-Feb-2001

14-Jan-2003

04-Jun-2019

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

HEADBOARD AND/OR

Agent Ref:

Inventor(s):

FOOTBOARD FOR A BED

HAZEN, LARRY D.; Huffstetler, Gary A.

58040-39420/01

DES

29/185588

D498947 S

Granted

58040-39420

30-Jun-2003

30 Nov-2004

30-Nov-2018

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

3365-03

Title:

TABLE (Design SHERATON DROP

Agent Ref:

Inventor(s):

LEAF TABLE

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-39421/01

DES

29-185551
30-Jun-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

FURNITURE CHEST
(JACOBEAN HALL CHEST)

D507895
02-Aug-2005

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
02-Aug-2019

CLS
3365-12

58040-39421

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.; Dergins, Scott C.

58040-39423/01

DES

29/186159
10-Jul-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

(Bureau) Dresser

D 497271 S
19-Oct-2004

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
19-Oct-2018

CLS
4365-34

58040-39423

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.; Dergins, Scott C.

58040-39424/01

DES

29/185574
30-Jun-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

CHINA BASE CABINET

D502024 S
22-Feb-2005

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
22-Feb-2019

CLS
5365-63

58040-39424

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.;
Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-39425/01

DES

29/185579
27-Jun-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

STORAGE BENCH (Design)

D509075 S
06-Sep-2005

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
06-Sep-2019

CLS
3365-35

58040-39425

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.;
Dergins, Scott C.

58040-39426/01

DES

29/185566
30-Jun-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

ROCKING CHAIR

D509966S
27-Sep-2005

Attorney(s): KS CA
Client Ref:
Agent Ref:

Granted
27-Sep-2019

CLS
3365-91

58040-39426

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.;
Dergins, Scott C.

58040-39428/01

DES

29/185890
02-Jul-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

ENTERTAINMENT BASE CABINET

D501735 S
15-Feb-2005

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
15-Feb-2019

CLS
3665-77

58040-39428

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.;
Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-39429/01

DES

29/185623
30-Jun-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

ENTERTAINMENT DECK CABINET

D501098 S
25-Jan-2005

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
25-Jan-2019

CLS
3665-78

58040-39429

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.

58040-39430/01

DES

29/185669
30-Jun-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

SHELF AND CABINET UNIT

D509679S
20-Sep-2005

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
20-Sep-2019

CLS
3665-57

58040-39430

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.;
Dergins, Scott C.

58040-39432/01

DES

29-185896
02-Jul-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

FURNITURE CHEST

D497270 S
19-Oct-2004

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
19-Oct-2018

CLS
4365-25

58040-39432

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.;
Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-39433/01

DES

29/185888
02-Jul-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

FURNITURE CHEST (Design)

D498085 S
09-Nov-2004

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
09-Nov-2018

CLS
4365-28

58040-39433

Inventor(s):

KATZ ET AL; Huffstetler, Gary A.;

Dergins, Scott C.; Katz, Jeffrey B.

58040-39434/01

DES

29/186062
09-Jul-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

(Door) Dresser

D502336 S
01-Mar-2005

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
01-Mar-2019

CLS
4365-32

58040-39434

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.;
Dergins, Scott C.

58040-39435/01

DES

29/186074
09-Jul-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

Vanity Table

D498082 S
09-Nov-2004

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
09-Nov-2018

CLS
4365-35

58040-39435

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.;
Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-39437/01

DES

29/186171
10-Jul-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

(Sleigh) Headboard and/or Footboard

D497748 S
02-Nov-2004

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
02-Nov-2018

CLS
4365-46

58040-39437

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.; Dergins, Scott C.

58040-39437/02

DES

CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

(Sleigh) Footboard

Unfiled

Attorney(s): KS
CA Client Ref:
Agent Ref:

CLS
4365-46

58040-39438

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.; Dergins, Scott C.

58040-39439/01

DES

29/186158
10-Jul-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

(Feather Bed) Headboard and/or Footboard

D499909 S
21-Dec-2004

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
21-Dec-2018

CLS
4365-74

58040-39439

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.; Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-39441/01

DES

29/185897
02-Jul-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

DESK (Design)

D498081 S
09-Nov-2004

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
09-Nov-2018

CLS
4365-80

58040-39441

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.;
Dergins, Scott C.

58040-39442/01

DES

29/185891
02-Jul-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

DESK HUTCH

D508170 S
09-Aug-2005

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
09-Aug-2019

CLS
4365-82

58040-39442

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.; Dergins, Scott C.

58040-39443/01

DES

29/185511
27-Jun-2033
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

SIDEBOARD

D509971S
27-Sep-2005

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
27-Sep-2019

CLS
5365-14

58040-39443

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.; Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-39444/01

DES

29/186063
09-Jul-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

Dining Chest

D506884 S
05-Jul-2005

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
05-Jul-2019

CLS
5365-60

58040-39444

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.;
Dergins, Scott C.

58040-39445/01

DES

29/185445
27-Jun-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

CHINA DECK CABINET

D511056S
01-Nov-2005

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
01-Nov-2019

CLS
5365-64

58040-39445

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.; Dergins, Scott C.

58040-39446/01

DES

29/186157
10-Jul-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

(Fowl Safe) China Base Cabinet

D519300 S
25-Apr-2006

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
25-Apr-2020

CLS
5365-65

58040-39446

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.; Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-39447/01

DES

29/185492
27-Jun-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

CHINA DECK CABINET

D498084 S
09-Nov-2004

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
09-Nov-2018

CLS
5365-66

58040-39447

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.; Dergins, Scott C.

58040-39448/01

DES

29/185462
27-Jun-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

CHINA BASE CABINET

D511425 S
15-Nov-2005

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
15-Nov-2019

CLS
5365-67

58040-39448

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.; Dergins, Scott C.

58040-39449/01

DES

29/185646
30-Jun-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

CHINA DECK CABINET

D507126 S
12-Jul-2005

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
12-Jul-2019

CLS
5365-68

58040-39449

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.; Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-39450/01

DES

29/186104
09-Jul-2003
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

Broyhill Furniture Industries, Inc.
(Banister) Arm Chair

D519741 S
02-May-2006

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
02-May-2020

CLS
5365-82

58040-39450

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.; Dergins, Scott C.

58040-44687/01

DES

29/202852
06-Apr-2004
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

Broyhill Furniture Industries, Inc.
TABLE (Sofa Table Console –

D521771 S
30-May-2006

Attorney(s): KS
CA Client Ref:
Agent Ref:

Allowed
30-May-2020

CLS
3306-09

58040-44687

Inventor(s):

Charlestowne Square)

Katz, Jeffrey B.; Huffstetler, Gary A.; Dergins, Scott C.

58040-44688/01

DES

29/202937
07-Apr-2004
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

Broyhill Furniture Industries, Inc.
Table or Cabinet Base (Curio Cabinet

D-519758 S
02-May-2006

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
02-May-2020

CLS
3306-17

58040-44688

Inventor(s):

Base – Charlestowne Square)

Katz, Jeffrey B.; Huffstetler, Gary A.;
Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-44689/01

DES

29/202991
07-Apr-2004
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

Broyhill Furniture Industries, Inc.
CABINET (CURIO CABINET DECK

D519748 S
02-May-2006

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
02-May-2020

CLS
3306-18

58040-44689

Inventor(s):

(Shown with Base) – Charlestowne Square)

Katz, Jeffrey B.; Huffstetler, Gary A.;
Dergins, Scott C.

58040-44690/01

DES

29/202936
07-Apr-2004
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

Broyhill Furniture Industries, Inc.
Chest of Drawers (Demi Lune Hall

D509378 S
13-Sep-2005

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
13-Sep-2019

CLS
3306-19

58040-44690

Inventor(s):

Chest – Charlestowne Square)

Katz, Jeffrey B.; Huffstetler, Gary A.;
Dergins, Scott C.

58040-44691/01

DES

29/202993
07-Apr-2004
CAClient Name:
Agent Name:
Owner Name:
Title:

Broyhill Furniture Industries

Broyhill Furniture Industries, Inc.
Dropleaf Table (Butterfly Dropleaf

D518317S
04-Apr-2006

Attorney(s): KS
CA Client Ref:
Agent Ref:

Granted
04-Apr-2020

CLS
3306-24

58040-44691

Inventor(s):

Table – Charlestowne Square)

Katz, Jeffrey B.; Huffstetler, Gary A.; Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-44692/01

DES

29/202989

D518978S

Granted

58040-44692

07-Apr-2004

18-Apr-2006

18-Apr-2020

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

Broyhill Furniture Industries, Inc.

CA Client Ref:

3306-26

Title:

Cabinet (Curio Cabinet — Charlestowne

Agent Ref:

Inventor(s):

Square)

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.

58040-44693/01

DES

29-202992

D511052S

Granted

58040-44693

07-Apr-2004

01-Nov-2005

01-Nov-2019

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

Broyhill Furniture Industries, Inc.

CA Client Ref:

4306-30

Title:

Chest of Drawers (Drawer Dresser-

Agent Ref:

Inventor(s):

Charlestowne Square)

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.

58040-44694/01

DES

29/202817

D510207 S

Granted

58040-44694

05-Apr-2004

04-Oct-2005

04-Oct-2019

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

Broyhill Furniture Industries, Inc.

CA Client Ref:

4306-31

Title:

Chest of Drawers (Mule Chest —

Agent Ref:

Inventor(s):

Charlestowne Square)

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-44695/01

DES

29/202901

D509377 S

Granted

58040-44695

06-Apr-2004

13-Sep-2005

13-Sep-2019

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

Broyhill Furniture Industries, Inc.

CA Client Ref:

4306-34

Title:

Chest of Drawers (curved Front Bureau

Agent Ref:

Inventor(s):

— Charlestowne Square)

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.

58040-44696/01

DES

29/202797

D509680S

Granted

58040-44696

05-Apr-2004

20-Sep-2005

20-Sep-2019

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

Broyhill Furniture Industries, Inc.

CA Client Ref:

4306-41

Title:

Chest of Drawers (Chest on Chest on

Agent Ref:

Inventor(s):

Chest — Charlestowne Square)

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.

58040-44700/01

DES

29/202799

D509376 S

Granted

58040-44700

05-Apr-2004

13-Sep-2005

13-Sep-2019

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

Broyhill Furniture Industries, Inc.

CA Client Ref:

4306-93

Title:

Chest of Drawers (Bow Front Night

Agent Ref:

Inventor(s):

Chest — Charlestowne Square)

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-44701/01

DES

29/202818

D516836 S

Granted

58040-44701

05-Apr-2004

14-Mar-2006

14-Mar-2020

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

Broyhill Furniture Industries, Inc.

CA Client Ref:

5306-12

Title:

SHELF UNIT (Design, Server Hutch)

Agent Ref:

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.

58040-44702/01

DES

29/202763

D517840 S

Granted

58040-44702

05-Apr-2004

28-Mar-2006

28-Mar-2020

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

Broyhill Furniture Industries, Inc.

CA Client Ref:

5306-30/50

Title:

TABLE (Design, Pedestal Table)

Agent Ref:

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.

58040-44704/01

DES

29/202877

D512858 S

Granted

58040-44704

06-Apr-2004

20-Dec-2005

20-Dec-2019

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

Owner Name:

Broyhill Furniture Industries, Inc.

CA Client Ref:

Title:

TABLE (Desigh, Pedestal Table)

Agent Ref:

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-44705/01

DES

29/202853

D512857 S

Granted

58040-44705

06-Apr-2004

20-Dec-2005

20-Dec-2019

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

5306-44

Title:

Table (Pedestal Table — Charlestowne

Agent Ref:

Inventor(s):

Square)

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.

58040-44707/01

DES

29/02820

D5110548

Granted

58040-44707

05-Apr-2004

01-Nov-2005

01-Nov-2019

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

5306-67

Title:

CHEST OF DRAWERS (Design,

Agent Ref:

Inventor(s):

China Base)

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.

58040-44708/01

DES

29/202796

D512248 S

Granted

58040-44708

05-Apr-2004

06-Dec-2005

06-Dec-2019

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

5306-68

Title:

CABINET (Design, China Deck)

Agent Ref:

Inventor(s):

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-44709/01

DES

29/202821

D518658 S

Granted

58040-44709

05-Apr-2004

11-Apr-2006

11-Apr-2020

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

Broyhill Furniture Industries, Inc.

CA Client Ref:

5306-80

Title:

CHAIR (Design, Ladderback Arm

Agent Ref:

Inventor(s):

Chair)

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.

58040-44710/01

DES

29/202798

D519295 S

Granted

58040-44710

05-Apr-2004

25-Apr-2006

25-Apr-2020

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KD

CLS

Owner Name:

Broyhill Furniture Industries, Inc.

CA Client Ref:

5306-86

Title:

Chair (Splatback Arm Chair —

Agent Ref:

Inventor(s):

Charlestowne Square)

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.

58040-44711/01

DES

29/202819

D510218 S

Granted

58040-44711

05-Apr-2004

04-Oct-2005

04-Oct-2019

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

4306-64

Title:

HEADBOARD AND/OR

Agent Ref:

Inventor(s):

FOOTBOARD (Design, Empire Poster

Headboard)

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IP Family

Status

#/Subcase

Case

Application

Publication

Patent

Expiration

Country Name

Type

Number/Date

Date

Client Matter

58040-44712/01

DES

29/202822

D507439 S

Granted

58040-44712

05-Apr-2004

19-Jul-2005

19-Jul-2019

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

5306-52/53

Title:

HEADBOARD AND/OR

Agent Ref:

Inventor(s):

FOOTBOARD (Design, Poster

Headboard & Footboard)

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.

58040-44712/02

DES

39/224283

D515857 S

Granted

58040-53458

28-Feb-2005

28-Feb-2006

28-Feb-2020

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

5306-52/53

Title:

HEADBOARD AND/OR

Agent Ref:

Inventor(s):

FOOTBOARD (Design, Poster

Headboard & Footboard)

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.

58040-44713/01

DES

29/203923

D514853 S

Granted

58040-44713

21-Apr-2004

14 Feb-2006

14-Feb-2020

CAClient Name:

Broyhill Furniture Industries

Agent Name:

Attorney(s): KS

CLS

Owner Name:

CA Client Ref:

Title:

Headboard and/or Footboard (Empire

Agent Ref:

Inventor(s):

Poster Footboard)

Katz, Jeffrey B.; Huffstetler, Gary A.;

Dergins, Scott C.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

SCHEDULE V
TO
SECURITY AGREEMENT

U.S. Trademark Registrations; Foreign Trademark Registrations; U.S. Trademark
Applications; Foreign Trademark Applications; Trademark Licenses

[To be completed for each Grantor]


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Thursday, March 29, 2007

TRADEMARKS FOR CURRENT OWNER
THOMASVILLE FURNITURE INDUSTRIES, INC.


*Docket Number*			*Application Number*	*Registration Number*	*Next Renewal Date*
*Mark Name*	*Country*	*Status*	*Application Date*	*Registration Date*	*Expiration Date*
TFI0111 BERKELEY Goods: 020 Furniture	United States	Registered	78/592,980 3/23/2005	3,095,261 5/23/2006	5/23/2016 5/23/2016

TFI0042 BRIDGEHAMPTON Goods: 020 Furniture	United States	Registered	78/095,771 7/21/2000	2,543,575 2/28/2002	2/28/2012 2/28/2012

TFI0002 BRIDGES 2.0 Goods: 020 Furniture	United States	Registered	78/228,617 3/21/2003	2,870,815 8/3/2004	8/3/2014 8/3/2014

TFI0041 BRITISH GENTRY Goods: 020 Furniture	United States	Registered	78/105,252 8/7/2001	2/566,122 4/30/2002	4/30/2012 4/30/2012

TFI0078 CELESTE Goods: 020 Furniture, namely occasional tables	United States	Registered	78/291,073 8/22/2003	2,928,330 2/22/2005	2/22/2015 2/22/2015

TFI0035 CHANGEABLES Goods: 020 Furniture	United States	Registered	76/295,839 8/8/2001	2,644,391 10/29/2002	10/29/2012 10/29/2012


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


*Trademarks by Current Owner*		*Page 12 of 22*		*MDCIPMaster*

Thursday, March 29, 2007

TRADEMARKS FOR CURRENT OWNER
THOMASVILLE FURNITURE INDUSTRIES, INC.


*Docket Number*			*Application Number*	*Registration Number*	*Next Renewal Date*
*Mark Name*	*Country*	*Status*	*Application Date*	*Registration Date*	*Expiration Date*
TFI0034 CITY LIGHTS Goods: 020 Furniture	United States	Registered	78/313,986 9/17/2001	2,644,425 10/29/2002	10/29/2012 10/29/2012

TFI0009 COLLECTOR’S CHERRY Goods: 020 Furniture	United States	Registered	78/213,831 2/12/2003	2,874,401 8/17/2004	8/17/2014 8/17/2014

TFI0050 COLOR CAFÉ Goods: 020 Furniture	United States	Registered	75/484,928 5/14/1998	2,449,564 5/8/2001	5/8/2011 5/8/2011

TFI0139 COLORPLAY Goods: 020 Furniture	United States	Registered	77/102,268 2/8/2007

TFI0027 DESIGNER SELECTIONS Goods: 020 Furniture	United States	Registered	76/394,172 4/10/2002	2,787,312 11/25/2003	11/25/2013 11/25/2013

TFI0030 DONATELLA Goods: 020 Furniture	United States	Registered	76/394,027 4/10/2002	2,787,894 9/23/2003	9/23/2013 9/23/2013


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


*Trademarks by Current Owner*		*Page 13 of 22*		*MDCIPMaster*

Thursday, March 29, 2007

TRADEMARKS FOR CURRENT OWNER
THOMASVILLE FURNITURE INDUSTRIES, INC.


*Docket Number*			*Application Number*	*Registration Number*	*Next Renewal Date*
*Mark Name*	*Country*	*Status*	*Application Date*	*Registration Date*	*Expiration Date*
TFI0044 ECS Goods: 020 Furniture	United States	Registered	78/071,436 8/18/2000	2,779,915 11/4/2003	11/4/2013 11/4/2013

TFI0012 EMILIA Goods: 020 Furniture	United States	Registered	78/161,089 9/5/2002	2,767,666 11/25/2003	11/25/2013 11/25/2013

TFI0043 ENHANCED COMFORT SYSTEM Goods: 020 Furniture	United States	Registered	78/071,442 8/16/2000	2,530,762 1/15/2002	1/15/2012 1/15/2012

TFI0062 ESTATES A DIVISION OF THOMASVILLE FURNITURE INDUSTRIES Goods: 020 Furniture	United States	Registered	78/240,703 4/22/2003	2,840,288 5/11/2004	5/11/2014 5/11/2014

TFI0130 FELICITY Goods: 020 Furniture	United States	Registered	78/802,535 1/30/2006

TFI0048 FINISHING TOUCHES Goods: 020 Furniture	United States	Registered	75/580,836 11/2/1998	2,328,531 3/14/2000	3/14/2010 3/14/2010


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


*Trademarks by Current Owner*		*Page 14 of 22*		*MDCIPMaster*

Thursday, March 29, 2007

TRADEMARKS FOR CURRENT OWNER
THOMASVILLE FURNITURE INDUSTRIES, INC.


*Docket Number*			*Application Number*	*Registration Number*	*Next Renewal Date*
*Mark Name*	*Country*	*Status*	*Application Date*	*Registration Date*	*Expiration Date*
TFI0085 FOUNDERS Goods: 020 Furniture	United States	Registered	74/246,218 2/13/1992	1,741,335 12/22/1992	12/22/2012 12/22/2012

TFI0068 FOUNDERS Goods: 020 Cabinets	United States	Registered	71/601,898 8/8/1950	556,638 3/25/1952	3/25/2012 3/25/2012

TFI0057 FOUNDERS FURNITURE	United States	Registered

Goods: 020 Occasional, bedroom entertainment, kitchen and home office furniture, namely, coffee tables, end tables, recliner tables, telephone stands, dressers, mirrors, chests, nightstands, headboards, chifforobes, wardrobes, armoires, vanities, entertainment centers, TV/VCR carts and stands, home theater centers, tape and electronics storage units, room organizers, utility carts, microwave oven carts, pantries, buffets, hutches, dry sinks, tables chairs, servers, desks, bookcases, open wall units, door wall unites, file cabinets, workstations, carts, and storage cabinets

TFI0075 FROM THE FOUR CORNERS Goods: 020 Furniture	United States	Registered	78/254,918 5/27/2003	2,807,368 11/30/2004	11/30/2014 11/30/2014

TFI0113 HBF	United States	Registered	73/544,326 6/21/1985	1,373,849 12/3/1985	12/3/2015 12/3/2015
Goods: 020 Office furniture, namely chairs, tables, table desks, mirrors, sofas, loveseats and settees

TFI0110 HICKORY BUSINESS FURNITURE	United States	Registered	73/597,893 5/9/1986	1,437,342 4/21/1987	4/21/2017 4/21/2017
Goods: 020 Office furniture, namely, chairs, tables, table desks, sofas, loveseats and settees


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


*Trademarks by Current Owner*		*Page 15 of 22*		*MDCIPMaster*

Thursday, March 29, 2007

TRADEMARKS FOR CURRENT OWNER
THOMASVILLE FURNITURE INDUSTRIES, INC.


*Docket Number*			*Application Number*	*Registration Number*	*Next Renewal Date*
*Mark Name*	*Country*	*Status*	*Application Date*	*Registration Date*	*Expiration Date*
TFI0114 HICKORY CHAIR	United States	Registered	72/436,904 9/26/1972	985,949 6/11/1974	6/11/2014 6/11/2014
Goods: 020 Living room, dining room, bedroom and occasional furniture

TFI0115 HICKORY TAVERN Goods: 020 Sofa beds and sectional sofas	United States	Registered	73/120,800 3/29/1977	1,079,402 12/3/1977	12/3/2007 12/3/2007

TFI0058 HIGHLAND HOUSE	United States	Registered	73,683,099 9/6/1987	1,492,273 6/14/1988	6/14/2008 6/14/2008
Goods: 020 Upholstered furniture, namely softas, chairs, sleepers and loveseats

TFI0083 IRVING PARK Goods: 020 Furniture	United States	Registered	78/316,556 10/21/2003	2,934,240 3/15/2005	3/15/2015 3/15/2015

TFI0038 KENT PARK Goods: 020 Furniture	United States	Registered	76/240,159 4/12/2001	2,610,642 8/20/2002	8/20/2012 8/20/2012

TFI0138 LUMINE Goods: 020 Furniture	United States	Filed	77/053,659 11/30/2008


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


*Trademarks by Current Owner*		*Page 16 of 22*		*MDCIPMaster*

Thursday, March 29, 2007

TRADEMARKS FOR CURRENT OWNER
THOMASVILLE FURNITURE INDUSTRIES, INC.


*Docket Number*			*Application Number*	*Registration Number*	*Next Renewal Date*
*Mark Name*	*Country*	*Status*	*Application Date*	*Registration Date*	*Expiration Date*
TFI0005 MARTINQUE Goods: 020 Furniture	United States	Registered	78/229,068 3/24/2003	2,830,074 4/6/2004	4/6/2014 4/6/2014

TFI0016 MESSINA Goods: 020 Furniture	United States	Registered	76/161,112 9/5/2002	2,833,441 4/13/2004	4/13/2014 4/13/2014

TFI0046 MISSION ARTS Goods: 020 Furniture	United States	Registered	75/912,884 2/8/2000	2/530,577 1/15/2002	1/15/2012 1/15/2012

TFI0140 NANTUCKET BAY Goods: 020 Office furniture	United States	Filed	77/131,880 3/15/2007

TFI0132 NOCTURNE Goods: 020 Furniture	United States	Filed	78/904,439 8/9/2008

TFI0020 RENOVATIONS Goods: 020 Ready-to-assemble furniture	United States	Registered	76/289,103 8/8/2001	2,782,528 11/11/2003	11/11/2013 11/11/2013


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


*Trademarks by Current Owner*		*Page 17 of 22*		*MDCIPMaster*

Thursday, March 29, 2007

TRADEMARKS FOR CURRENT OWNER
THOMASVILLE FURNITURE INDUSTRIES, INC.


*Docket Number*			*Application Number*	*Registration Number*	*Next Renewal Date*
*Mark Name*	*Country*	*Status*	*Application Date*	*Registration Date*	*Expiration Date*
TFI0037 RIBBONS & BOWS Goods: 020 Furniture	United States	Registered	76/244,380 4/20/2001	2,609,357 8/20/2002	8/20/2012 8/20/2012

TFI0010 RIVERVIEW Goods: 020 Furniture	United States	Registered	78/220,321 2/28/2003	2,870,804 8/3/2004	8/3/2014 8/3/2014

TFI0029 SAN PIETRO Goods: 020 Furniture	United States	Registered	76/393,937 4/10/2002	2,778,518 10/28/2003	10/28/2013 10/28/2013

TFI0131 SO YOU Goods: 020 Furniture	United States	Filed	78/822,803 2/24/2008

TFI0040 ST. ETIENNE Goods: 020 Furniture	United States	Registered	76/105,253 8/6/2000	2,584,537 4/23/2002	4/23/2012 4/23/2012

TFI0008 STONY BROOK Goods: 020 Furniture	United States	Registered	78/161,095 9/5/2002	2,872,633 8/10/2004	8/10/2014 8/10/2014


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


*Trademarks by Current Owner*		*Page 18 of 22*		*MDCIPMaster*

Thursday, March 29, 2007

TRADEMARKS FOR CURRENT OWNER
THOMASVILLE FURNITURE INDUSTRIES, INC.


*Docket Number*			*Application Number*	*Registration Number*	*Next Renewal Date*
*Mark Name*	*Country*	*Status*	*Application Date*	*Registration Date*	*Expiration Date*
TFI0038 SUMMER COTTAGE Goods: 020 Furniture	United States	Registered	76/152,222 10/23/2000	2,575,584 6/4/2002	6/4/2012 6/4/2012

TFI0133 T Branding Element Goods: 020 Furniture 042 Retail furniture store services	United States	Filed	76/904,440 6/8/2008

TFI0033 THE COLLECTION OF A LIFETIME Goods: 020 Furniture	United States	Registered	78/315,408 9/20/2001	2,604,583 6/6/2002	6/6/2012 6/6/2012

TFI0120 THOMASVILLE	United States	Registered	78/718,080 9/22/2005	3,157,546 10/17/2006	10/17/2016 10/17/2016
Goods: 006 Cabinet hardware made of metal, namely, pulls, knobs, and handles 021 Cabinet hardware made of ceramics, namely pulls, knobs, and handles

TFI0122 THOMASVILLE	United States	Filed	78/718,078 9/22/2005
Goods: 019 Flooring, namely, ceramic tiles, solid wood flooring, engineered wood flooring, floor tiles of wood, laminate flooring parquet wood flooring 027 Carpets

TFI0124 THOMASVILLE	United States	Registered	78/718,083 9/22/2005	3,141,738 9/12/2006	9/12/2016 9/12/2016
Goods: 020 Home accessories, namely, picture frames, document frames, and decorative mirrors


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


*Trademarks by Current Owner*		*Page 19 of 22*		*MDCIPMaster*

Thursday, March 29, 2007

TRADEMARKS FOR CURRENT OWNER
THOMASVILLE FURNITURE INDUSTRIES, INC.


*Docket Number*			*Application Number*	*Registration Number*	*Next Renewal Date*
*Mark Name*	*Country*	*Status*	*Application Date*	*Registration Date*	*Expiration Date*
TFI0125 THOMASVILLE	United States	Registered	78/718,085 9/22/2006	3,141,739 9/12/2006	9/12/2016 9/12/2016
Goods: 011 Ceiling fans, electric light fixtures, electric luminaires, lamps

TFI1231 THOMASVILLE (Block Letters) Goods: 020 Household furniture	United States	Registered	216,776 5/23/1979	1,151,730 4/21/1981	4/21/2011 4/21/2011

TFI0045 THOMASVILLE CABINETRY Goods: 020 Kitchen cabinets and furniture cabinets	United States	Registered	76/071,441 6/16/2000	2,555,117 4/2/2002	4/2/2012 4/2/2012

TFI0121 THOMASVILLE CABINETRY	United States	Registered	76/718,061 8/22/2005	3,157,547 10/17/2006	10/17/2016 10/17/2016
Goods: 006 Cabinet hardware made of metal, namely, pulls, knobs, and handles 021 Cabinet hardware made of ceramics, namely, pulls, knobs, and handles

TFI0123 THOMASVILLE FLOORING	United States	Filed	78/718,079 9/22/2005
Goods: 019 Flooring, namely, ceramic tiles, solid wood flooring engineered wood flooring, floor tiles of wood, laminate flooring, parquet wood flooring 027 Carpets

TFI1232 THOMASVILLE GALLERY (block letters) Goods: 42 Retail furniture store services	United States	Registered	555,030 8/23/1985	1,450,110 7/28/1987	7/28/2007 7/28/2007


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


*Trademarks by Current Owner*		*Page 20 of 22*		*MDCIPMaster*

Thursday, March 29, 2007

TRADEMARKS FOR CURRENT OWNER
THOMASVILLE FURNITURE INDUSTRIES, INC.


*Docket Number*			*Application Number*	*Registration Number*	*Next Renewal Date*
*Mark Name*	*Country*	*Status*	*Application Date*	*Registration Date*	*Expiration Date*
TFI0084	United States	Registered	78/382,501	2,994,625	9/13/2015
THOMASVILLE HOME ACCENTS			2/5/2004	9/13/2005	9/13/2015
Goods: 020 Home accessories, namely, picture frames and decorative mirrors

TFI1234	United States	Registered	74/268,231	1,741,957	12/22/2012
THOMASVILLE HOM FURNISHINGS			3/23/1992	12/22/1992	12/22/2012
(Block Letters) Goods: 42 Retail furniture store services

TFI0128	United States	Registered	78/718,087	3,141,749	9/12/2016
THOMASVILLE LIGHTING			9/22/2005	9/12/2006	9/12/2016
Goods: 011 Ceiling fans, electric light fixtures, electric luminaires, lamps

TFI0028	United States	Registered	76/393,940	2,767,893	9/23/2013
TOMBOLO			4/10/2002	9/23/2003	9/23/2013
Goods: 020 Furniture

TFI0021	United States	Registered	76/394,173	2,789,542	12/2/2013
TOULON			4/10/2002	12/2/2003	12/2/2013
Goods: 020 Furniture

TFI0025	United States	Registered	76/361,220	2,854,457	6/15/2014
TRELLIS GARDEN			2/8/2002	6/15/2004	6/15/2014
Goods: 020 Furniture


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


*Trademarks by Current Owner*		*Page 21 of 22*		*MDCIPMaster*

Thursday, March 29, 2007

TRADEMARKS FOR CURRENT OWNER
THOMASVILLE FURNITURE INDUSTRIES, INC.


*Docket Number*			*Application Number*	*Registration Number*	*Next Renewal Date*
*Mark Name*	*Country*	*Status*	*Application Date*	*Registration Date*	*Expiration Date*
TFI0078 URBAN RETREAT Goods: 020 Furniture	United States	Registered	78/278,138 7/24/2003	2,903,956 11/16/2004	11/16/2014 11/16/2014

TFI0038 VIGNETTES Goods: 020 Furniture	United States	Registered	76/269,105 6/8/2001	2,673,082 1/7/2003	1/7/2013 1/7/2013

TFI0003 VILLA SOLEIL Goods: 020 Furniture	United States	Registered	78/228,821 3/21/2003	2,872,825 8/10/2004	8/10/2014 8/10/2014

TFI0100 VISAYA Goods: 020 Furniture	United States	Registered	78/227,044 3/19/2001	2,610,632 8/20/2002	8/20/2012 8/20/2012

TFI0001 WHERE STYLE LIVES Goods: 020 Furniture	United States	Registered	78/381,222 2/8/2002	2,757,267 8/26/2003	8/26/2013 8/26/2013

TFI0052 WORKSTYLES Goods: 020 Furniture	United States	Registered	75/437,181 2/19/1998	2,273,834 8/31/1999	8/31/2009 8/31/2009


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


*Trademarks by Current Owner*		*Page 22 of 22*		*MDCIPMaster*

Lane Furniture Industries, — Trademark Portfolio

Date Generated: March 29,2007

FEDERAL

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-1

“THE MOST COMFORTABLE SEAT IN THE HOUSE.”
RN:1,172,308

Renewed 8 & 15 Oct 6, 2001

(Int’l Class:20)
Recliner chairs

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-2

ACTION RECLINING
CHAIR COMPANY
SN: 78-670672

Pending — Suspension Letter mailed August 24, 2006

(Int’l Class: 20)
Upholstered recliner chairs, upholstered rocker recliner chairs and case goods primarily for residential use, namely, furniture, desks, credenzas, free standing storage closets, book cases, filing cabinets and tables

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-3

AROMA-TITE PRESSURE
TESTED
RN:643,268

Renewed 8 & 15 March 26, 1997

(Int’l Class: 20)
Cedar chests.

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-4

AUTHENTICITY
RN:2,973,830

Registered July 19,2005

(Int’l Class: 35)
Retail store services featuring gift items, home furnishings, furniture, fireplaces and grills

Lane Furniture Industries, Inc. (Mississippi Corp.)
Highway 45 South
Tupelo, MS 38801

f-5

CHAIRSIDER
RN:1,788,188

Renewed 8 & 15 August 17, 2003

(Int’l Class: 20)
Furniture tables

Lane Furniture Industries, Inc. (Mississippi Corp.)
Highway 45, South Box 1627
Tupelo, MS 38801


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-6

COMFORT LINK
RN:2,360,633

Registered 8 Filed June 20, 2000

(Int’l Class: 35)
Providing marketing information via a global information network to applicant’s independent dealers and employees
(Int’l Class: 42)
Providing technical information via a global information network to applicant’s independent dealers and employees

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-7

COMFORT SHOWCASE
RN: 2,111,207

Registered 8 & 15 January 10, 2004

(Int’l Class: 20)
Upholstered recliner chairs and upholstered rocker recliner chairs and upholstered sleep sofas

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-8

COMFORTKING
RN: 2,254,055

Registered 8 & 15 May 9, 2005

(Int’l Class: 20)
Recliners

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-9

COMFORTMAX

(LOGO)

RN:2,961,504

Registered
June 7, 2005

(Int’l Class: 20)
Furniture

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-10

HICKORY TAVERN
RN:1,079,402

Registered 8 & 15 December 13, 1997

(Int’l Class: 20)
Sofa beds and sectional sofas

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-11

HIDE-A-CHASE
RN: 2,079,056

Registered 8 & 15 August 29, 2004

(Int’l Class: 20)
Reclining chairs, sofas and sectionals

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-12

IREST
SN:77-020096

Pending — Non-Final Action Mailed January 19, 2007

(Int’l Class: 20)
Furniture

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-13

LANE
RN: 682,876

Registered 8 & 15 August 4, 1999

(Int’l Class: 20)
Tables of all kinds, dressers, chests, beds, night stands, desks, powder tables, benches, buffets, china cabinets and hutches, chairs, room dividers, bookcases, accent pieces, teacarts, mobilbars, and wardrobes

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-14

LANE
RN:983,330

Registered 8 & 15 May 7, 2004

(Int’l Class: 20)
Wood furniture-namely, tables of all kinds, dressers, chests, beds, nightstands, desks, powder tables, benches, buffets, china cabinets and hutches, chairs, portable room dividers, bookcases, teacarts, mobilbars, armoires, estageres, record cabinets, tape storage compartments, home bar units, mirrors, dining room and

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-15

LANE HOME
FURNISHINGS AND
DESIGN

(LOGO)

RN: 2,752,103

Registered August 19, 2003

(Int’l Class: 20)
Furniture

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-16

LANE KIDS
RN: 2,592,625

Registered
July 9, 2002

(Int’l Class: 20)
Furniture for children

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-17

LANEVENTURE

(LOGO)

RN:3,125,438

Registered
August 8, 2006

(Int’l Class: 20)
Furniture, pillows, picture frames, and garden ornaments in the nature of wooden obelisks
(Int’l Class: 6)
Metal gazebox, metal architectural arches and garden ornaments in the nature of metal obelisks
(Int’l Class: 11)
Barbecue grills and outdoor fireplaces
(Int’l Class: 19)
Gazebos made of wood, and wooden architectural arches
(Int’l Class: 4)
Candles
(Int’l Class: 21)
Decorative jars, planters for flowers and plants, urns, bowls and candle holders not of precious metal
(Int’l Class: 24)
Sofa scarves in the nature of a sofa throw
(Int’l Class: 27)
Rugs

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-18

LEATHER II AND
DESIGN
RN:1,564,564

Registered 8 & 15 December 15, 1995

(Int’l Class: 20)
Chairs

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-19

LEATHER REST
RN:2,411,793

Registered December 12, 2000

(Int’l Class: 20)
Furniture composed primarily of leather

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-20-

LEISURE LANE
RN:3,136,484

Registered August 29, 2006

(Int’l Class: 20)
Furniture

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-21

LIVINGOUTDOORS
SN:78-954523

Pending-Publication Review Complete Supplemental Register
March 5, 2007

(Int’l Class: 16)
Magazines featuring outdoor furnishings, decorating and outdoor dining

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801

f-22

PREMIERE GLIDE
RN:2,106415

Registered 8 & 15 May 6, 2004

(Int’l Class: 20)
Recliners and motion furniture

Lane Furniture Industries, Inc. (Mississippi Corp.)
5380 Highway 145 South
Tupelo, MS 38801


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	Trademark/	Status/	Brief
Ref. #	SN/RN	Status Date	Goods/Services	Owner	Notes
f-23	SNUGGLER RN:2,262,041	Registered 8 & 15 April 15, 2005	(Int’l Class: 20) Sleep sofas and recliners	Lane Furniture Industries, Inc. (Mississippi Corp.) 5380 Highway 145 South Tupelo, MS 38801

f-24	VIRGINIA MAID AND DESIGN RN:517,218	Renewed Principal Register — Sec. 2(F) 8 & 15 November 1, 1989	(Int’l Class: 20) [Cedar wardrobes, cedar chifforobes, cedar closets, and cedar chests designed for the destroying of and the protection against moths and eggs and worms in clothing, etc.]	Lane Furniture Industries, Inc. (Mississippi Corp.) 5380 Highway 145 South Tupelo, MS 38801

f-25	WALLSAVER RN:1,071,857	Registered 8 & 15 August 23, 1997	(Int’l Class: 20) Rocker recliner chairs	Lane Furniture Industries, Inc. (Mississippi Corp.) 5380 Highway 145 South Tupelo, MS 38801

f-26	WEATHERMASTER RN:1,629,206	Registered 8 & 15 December 25, 2000	(Int’l Class: 20) Household furniture, namely-sofas, love seats, chairs and end tables	Lane Furniture Industries, Inc. (Mississippi Corp.) 5380 Highway 145 South Tupelo, MS 38801


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Thomasville Furniture Industries, — Trademark Portfolio

Date Generated: March 29,2007

FEDERAL

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-1

AT HOME WITH
HICKORY CHAIR
RN:1,565,151

Registered 8 & 15 October 20, 1995

(Int’l Class:20)
(Interior decorating services)

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Winston-Salem, NC 27360

f-2

ATTACHE
RN:3,019,559

Registered November 29, 2005

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-3

BEDROOM IN A BOX
FOUNDERS FURNITURE
AND DESIGN

(LOGO)

RN:2,973,203

Registered July 19,2005

(Int’l Class:20)
Furniture, namely bedroom furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-4

BELLASERA
RN:2,420,100

Registered
January 9, 2001

(Int’l Class:20)

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-5

BERKELEY

Registered
May 23, 2006

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-6

BERKELEY HALL
COLLECTION
RN:1,895,110

Renewed 8 & 15 May 23,2005

(Int’l Class:20)
Upholstered living and dining room furniture

Century Furniture Uc (Ltd. Liab. Jt. St. Co.)
410 11^th Street Hickory, NC 28603


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-7

BRIDGEHAMPTON
RN:2,543,575

Registered February 26, 2002

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-8

BRIDGES 2.0 RN:2,870,615

Registered
August 3, 2004

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-9

BRITISH GENTRY
RN:2,566,122

Registered April 30,2002

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-10

CELESTE
RN:2,928,330

Registered February 22, 2005

(Int’l Class:20)
Furniture, namely, occasional tables

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-11

CHANGEABLES RN;2,644,391

Registered October 29, 2002

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-12

CITY LIGHTS
RN:2,644,425

Registered October 29, 2002

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-13

COLLECTOR’S CHERRY RN:2,874,401

Registered Principal Register-Sec2(F) August 17, 2004

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-14

COLOR CAFÉ
RN:2,449,564

Registered 8 & 15 November 2, 2006

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-15

COLORPLAY
SN:77-102268

Pending
March 27, 2007

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-16

COTSWOLD COTTAGE
RN:2,224,149

Registered 8 & 15 September 30, 2005

(Int’l Class:20)
Furniture

Century Furniture Uc (Ltd. Liab. Jt. St. Co.)
410 11^th Street Hickory, NC 28603

f-17

DESIGNER SELECTIONS
RN:2,787,312

Registered November 25, 2003

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-18

DONATELLA
RN:2,767,894

Registered September 23, 2003

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-19

ECS
RN:2,779,915

Registered November 4, 2003

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-20

EMILIA
RN:2,787,666

Registered November 25, 2003

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-21

ENHANCED COMFORT
SYSTEM
RN:2,530,762

Registered January 15, 2002

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-22

ESTATES A DIVISION
OF THOMASVILLE
FURNITURE
RN:2,840,286

Registered
May 11, 2004

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-23

FELICITY
SN:78-802535

Allowed — Intent to Use Notice of Allowance Issued December 12, 2006

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-24

FINISHING TOUCHES
RN:2,328,531

Registered 8 & 15 June 22, 2005

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-25

FOUNDERS
RN:556,636

Renewed 8 & 15 March 25, 2002

(Int’l Class:20)
[Cocktail tables, coffee tables, end tables, lamp tables, step tables, corner tables, bookcases, cabinets, dinette tables, chairs, desks, sofas, loveseats, and foot stools]

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-26

FOUNDERS
RN:1,741,335

Renewed 8 & 15 December 22, 2002

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-27

FOUNDERS
FURNITURE
RN:2,298,475

Registered 8 & 15 April 22,2005

(Int’l Class:20)
Occasional, bedroom, entertainment, kitchen and home office furniture, namely, coffee tables, end tables, recliner tables, telephone stands, dressers, mirrors, chests, nightstands, headboards, chifforobes, wardrobes, armoires, vanities, entertainment centers, tv/vcr carts and stands, home theater centers, tape and electronics storage units

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-28

FROM THE FOUR
CORNERS
RN:2,907,356

Registered November 30, 2004

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-29

FURNITURE CRAFTSMEN
RN:1,925,483

Renewed Principal Register — Sec 2(F) 8 & 15 October 10, 2005

(Int’l Class:20)
Furniture

Century Furniture Uc (Ltd. Liab. Jt. St. Co.)
410 11^th Street Hickory, NC 28603

f-30

HBF
RN:1,373,849

Renewed 8 & 15 December 3, 2005

(Int’l Class:20)
Office furniture, namely chairs, tables, table desks, mirrors, sofas, loveseats and settees

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-31

HICKORY BUSINESS
FURNITURE
RN:1,437,342

Registered Principal Register Sec. 2(F) 8 & 15 August 26, 1992

(Int’l Class:20)
Office furniture, namely chairs, tables, table desks, mirrors, sofas, loveseats and settees

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-32

HICKORY CHAIR
RN:985,949

Renewed 8 & 15 June 11, 2004

(Int’l Class:20)
Living room, dining room, bedroom and occasional furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-33

HICKORY TAVERN
RN:1,079,402

Renewed 8 & 15 December 13, 1997

(Int’l Class:20)
Sofa beds and sectional sofas

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-34

HIGHLAND HOUSE
RN:1,492,273

Registered 8 & 15 April 11, 1994

(Int’l Class:20)
Upholstered furniture, namely sofas, chairs, sleepers and loveseats

Century Furniture Uc (Ltd. Liab. Jt. St. Co.)
410 11^th Street Hickory, NC 28603

f-35

IRVING PARK
RN:2,934,240

Registered
March 15, 2005

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-36

KENT PARK
RN:2,610,642

Registered August 20, 2002

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-37

LUMINE
SN: 77-053659

Pending
March 27, 2007

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-38

MARTINIQUE
RN:2,830,074

Registered
April 6, 2004

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-39

MESSINA
RN:2,833,441

Registered Supplemental Register
April 13, 2004

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-40

MISSION ARTS
RN:2,530,577

Registered January 15, 2002

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-41

NANTUCKET BAY
SN:77-131880

Pending — Initialized
March 19, 2007

(Int’l Class:20)
Office furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-42

NOCTURNE
SN: 78-904439

Pending-Suspension Letter Mailed November 15, 2006

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-43

RENOVATIONS
RN:2,782,526

Registered November 11, 2003

(Int’l Class:20)
Ready-to-assemble furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-44

RIBBONS & BOWS
RN:2,609,357

Registered Principal Register Sec. 2(F) August 20, 2002

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-45

RIVERVIEW
RN:2,870,604

Registered
August 3, 2004

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-46

SAN PIETRO
RN:2,778,518

Registered October 28, 2003

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-47

SIGNEX
RN:1,511,730

Registered 8 & 15 April 1, 1994

(Int’l Class:20)
Pressure sensitive paper for use in computer graphics

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-48

SO YOU
SN:78-822803

Allowed-Intent to Use Notice of Allowance Issued December 12, 2006

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-49

ST. ETIENNE RN:2,564,537

Registered
April 23, 2002

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-50

STONY BROOK
RN:2,872,633

Registered August 10, 2004

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-51

SUMMER COTTAGE
RN:2,575,584

Registered
June 4, 2002

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-52

T AND DESIGN

(LOGO)

SN:78-904440

Pending — Non-Final Action Mailed November 15, 2006

(Int’l Class:20)
Furniture
(Int’l Class: 42)
Retail furniture store services

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-53

THE COLLECTION OF A
LIFETIME
RN:2,604,583

Registered
August 6, 2002

(Int’l Class: 20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-54

THOMASVILLE
RN:1,151,730

Renewed 8 & 15 April 21, 2001

(Int’l Class: 20)
Household furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-55

THOMASVILLE
SN:78-718078

Allowed-Intent to use 1^st Extension of Time Granted Principal Register Sec 2(F)
March 12, 2007

(Int’l Class: 19)
Flooring, namely, ceramic tiles, solid wood flooring, engineered wood flooring, floor tiles of wood, laminate flooring, parquet wood flooring
(Int’l Class: 27)
Carpets

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-56

THOMASVILLE
RN: 3,157,546

Registered October 17, 2006

(Int’l Class:6)
Cabinet hardware made of metal, namely, pulls, knobs, and handles
(Int’l Class: 21)
Cabinet hardware made of ceramics, namely, pulls, knobs, and handles

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-57

THOMASVILLE
RN:3,141,738

Registered Principal Register Sec. 2(F) September 12, 2006

(Int’l Class:20)
Home accessories, namely, picture frames, document frames, and decorative mirrors

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-58

THOMASVILLE
RN:3,141,739

Registered Principal Register Sec. 2(F) September 12, 2006

(Int’l Class:20)
Ceiling fans, electric lighting fixtures, electric luminaires, lamps

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-59

THOMASVILLE
CABINETRY
RN:2,555,117

Registered
April 2, 2002

(Int’l Class:20)
Kitchen cabinets and furniture cabinets

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-60

THOMASVILLE
CABINETRY
RN:3,157,547

Registered October 17, 2006

(Int’l Class: 6)
Cabinet hardware made of metal, namely, pulls, knobs, and handles
(Int’l Class: 21)
Cabinet hardware made of ceramics, namely, pulls knobs, and handles

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-61

THOMASVILLE FLOORING
SN:78-718079

Allowed-Intent to Use Notice of Allowance Issued October 3, 2006

(Int’l Class: 19)
Flooring, namely, ceramic tiles, solid wood flooring, engineered wood flooring, floor tiles of wood, laminate flooring, parquet wood flooring
(Int’l Class: 27)
Carpets

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-62

THOMASVILLE GALLERY
RN:1,450,110

Registered 8 & 15 November 13, 1992

(Int’l Class: 42)
Retail furniture store services

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-63

THOMASVILLE HOME
ACCENTS
RN:2,994,525

Registered September 13, 2005

(Int’l Class:20)
Home accessories, namely picture frames and decorative mirrors

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-64

THOMASVILLE HOME
FURNISHINGS
RN:1,741,957

Renewed Principal Register-Sec 2(F) 8 & 15
December 22, 2002

(Int’l Class:20)
Retail furniture store services

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-65

THOMASVILLE LIGHTING
RN:3,141,740

Registered September 12, 2006

(Int’l Class:20)
Ceiling fans, electric lighting fixtures, electric luminaires, lamps

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-66

TOMBOLO
RN:2,767,893

Registered September 23, 2003

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-67

TOULON
RN:2,789,542

Registered
December 2, 2003

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-68

TRELLIS GARDEN
RN:2,854,457

Registered
June 15, 2004

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-69

URBAN RETREAT
RN:2,903,956

Registered
November 16, 2004

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-70

VIGNETTES
RN:2,673,082

Registered
January 7, 2003

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-71

VILLA SOLEIL
RN:2,872,825

Registered
August 10, 2004

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-72

VISAYA
RN:2,610,632

Registered
August 20, 2002

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-73

WHERE STYLE LIVES
RN:2,757,267

Registered
August 26,2003

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

f-74

WORKSTYLES
Rn:2,273,834

Registered 8 & 15 April 6, 2005

(Int’l Class:20)
Furniture

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360

STATE

State/

Status &

Ref. #

Trademark

Date

Goods/Services

Owner

Notes

s-1

THOMASVILLE

GA: Renewed November 9, 1988

(Int’l Class:20)
Furniture and upholstery

Thomasville Furniture Industries, Inc. (Delaware Corp.)
401 E. Main Street Thomasville, NC 27360


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Broyhill Furniture Industries, — Trademark Portfolio

Date Generated: March 29,2007

FEDERAL

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-1

ACCENTS
RN:1,713,462

Registered 8 & 15 September 8, 2002

(Int’l Class: 20)
Various items made of silver; namely, candlestick holders, figurines and flower vases
(Int’l Class: 21)
Statues made of clay, glass, porcelain and hydracal, various items made of pewter, namely, candlestick holders, pitchers, planters and flower
(Int’l Class: 24)
Linens, namely, bedspreads, throw blankets and afghans

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-2

ANHURST
RN:2,573,611

Registered
May 28, 2002

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-3

AQUITAINE
RN:2,593,971

Registered
July 16, 2002

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-4

ARGYLE
RN:2,644,118

Registered
October 29, 2002

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-5

ATTIC HEIRLOOMS
RN:2,777,319

Registered
October 28, 2003

(Int’l Class: 20)
Bedroom, dining room, living room, great room, and entertainment room furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-6

BED & BREAKFAST
RN:1,553,758

Registered 8 & 15 June 30,1995

(Int’l Class: 20)
Dressers, chests, beds, china cabinets, chairs, night stands, mirrors, hutches, head boards, foot boards, servers, and curio cabinets

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-7

BIG COUNTRY
RN:2,777,463

Registered
October 28, 2003

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-8

BIG VALLEY
RN:3,034,886

Registered
December 27, 2005

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-9

BRADBURY PARK
RN:2,756,206

Registered
August 26, 2003

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-10

BROOKRIDGE
RN:2,838,860

Registered
May 4, 2004

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-11

BROYHILL
RN:658,809

Renewed Principal Register-Sec. 2(F) 8 & 15
February 25, 1998

(Int’l Class: 20)
Bedroom, dining room and living room furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-12

BROYHILL AND DESIGN

(LOGO)

RN:1,319,405

Renewed 8 & 15 February 12, 2005

(Int’l Class: 20)
Bedroom, dining room, living room, occasional and casual furniture wall units and upholstered furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-13

BROYHILL AND DESIGN

(LOGO)

RN:1,446,458

Registered 8 & 15 October 22, 1992

(Int’l Class: 20)
Bedroom furniture such as dressers, mirrors, chests, beds, bookcases, night stands, desk chairs, and desks, dining room furniture including tables, chairs, chinas, servers, buffets, living room furniture including sofas, chairs, rockers, loveseats, converta-sofas, reclining chairs, upholstered motion furniture, occasional furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-14

BROYHILL EXPRESS
RN:2,604,349

Registered
August 6, 2002

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-15

BROYHILL LEATHER
RN:2,509,955

Registered November 20, 2001

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-16

BROYHILL PREMIER
AND DESIGN
RN:683,678

Renewed 8 & 15 August 18, 1999

(Int’l Class: 20)
Bedroom, dining room, and living room furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-17

BROYHILL SHOWCASE
GALLERY AND DESIGN

(LOGO)

RN:1,233,112

Renewed 8 & 15 March 29, 2003

(Int’l Class: 42)
Retail furniture store services

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-18

BROYHILL SHOWCASE
GALLERY AND DESIGN

(LOGO)

RN:1,617,154

Renewed 8 & 15 October 9, 2000

(Int’l Class: 42)
Retail furniture store services

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-19

CANYON RIDGE
RN:2,834,678

Registered
April 20, 2004

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-20

CASTILLE
RN:2,683,568

Registered
February 4, 2003

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-21

CHARLESTOWNE SQUARE
RN:2,844,693

Registered
May 25, 2004

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-22

CHICHESTER
RN:2,495,876

Registered October 9, 2001

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-23

CIRCUMFERENCE
RN:2,683,565

Registered
February 4, 2003

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-24

CLING FREE
RN:1,148,435

Renewed 8 & 15 March 17, 2001

(Int’l Class: 20)
Drawers for bedroom and dining room furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-25

CONTINENTAL TAPESTRY
RN:2,641,469

Registered
October 29, 2002

(Int’l Class: 20)
Household bedroom, dining room and living room furniture excluding furniture to be used in the bathroom and woven tapestries

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-26

CONTINENTS
RN:3,065,523

Registered
March 7, 2006

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-27

COTSWOLD COTTAGE
RN:2,224,149

Registered 8 & 15 September 30, 2005

(Int’l Class: 20)
Furniture

Century Furniture Uc (Ltd. Liab. Jt. St. Co.)
410 11^th Street Hickory, NC 28603

f-28

CROSSPOINT
RN:2,940,166

Registered
April 12, 2005

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-29

DANRIDGE
RN:2,582,023

Registered
June 18, 2002

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-30

DOWNING SQUARE
RN:2,683,566

Registered
February 4, 2003

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-31

EASE BACK
RN:2,448,599

Registered
May 8, 2001

(Int’l Class: 20)
Full-size recliner and ottoman sold through specialty furniture retailers and specialty furniture departments of department stores

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-32

EASTWINDS TAPESTRY
RN: 2,710,690

Registered
April 29, 2003

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-33

ELK RIVER
RN: 3,070,545

Registered
March 21, 2006

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-34

EVERY 30 SECONDS
SOMEONE CHOOSES
BROYHILL
RN:2,662,593

Registered
December 17, 2002

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-35

EVERY THIRTY
SECONDS SOMEONE
CHOOSES BROYHILL
RN:2n674n437

Registered
January 14, 2003

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-36

FULLY RECLINING UPHOLSTERY RN:2.398,914

Registered
Principal Register
Sec 2(F)
October 31, 2000

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-37

GARDEN RETREAT
RN:2,405,362

Registered
November 21, 2000

(Int’l Class: 20)
Pre-assembled indoor household furniture sold through specialty furniture stores and furniture departments of department stores

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-38

GLENCOE
RN:2,834,679

Registered
April 20, 2004

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-39

GREAT FURNITURE ANY WAY YOU LOOK AT IT
RN:2,028,695

Registered 8 & 15 September 17, 2002

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-40

GX
RN:2,411,418

Registered December 5, 2000

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-41

GX MIDTOWN
RN:2,702,009

Registered
April 1, 2003

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-42

HIGHLIGHTS
RN:2,399,289

Registered
October 32, 2000

(Int’l Class: 20)
Indoor household furniture sold in specialty furniture stores or specialty furniture departments of department stores

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-43

HOME SOLUTIONS BY
BROYHILL
SN:78-838906

Pending — Priority Action Counted Mailed
March 26, 2007

(Int’l Class: 6)
Decorative tabletop pieces of non-precious metal
(Int’l Class: 11)
Electric lighting fixtures, namely floor lamps, sconces and table lamps
(Int’l Class: 20)
Decorative tabletop pieces of resin, mirrors, decorative tabletop pieces of wood, pillows
(Int’l Class: 24)
Bed spreads, quilts, throws
(Int’l Class: 16)
Sculptures of paper mach and paintings and art prints
(Int’l Class: 21)
Decorative tabletop pieces of ceramic, glass and natural fiber, dinnerware
(Int’l Class: 27)
Rugs
(Int’l Class: 26)
Artificial greenery, trees, flowers, flower arrangements and plants

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-44

HUES
RN:2,287,217

Registered 8 & 15 February 4, 2005

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-45

INDULGENCE
RN:2,270,687

Registered 8 & 15 January 21, 2005

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-46

LAKESHORE
RN:2,709,572

Registered
April 22, 203

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-47

LARGO
RN:2,784,459

Registered
November 18, 2003

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-48

LENOIR HOUSE
RN:682,871

Registered 8 & 15 August 4, 1999

(Int’l Class: 20)
Bedroom, dining room and upholstered furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-49

LINVILLE
RN:2,899,658

Registered November 2, 2004

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-50

LOVE YOUR HOME
RN:1,444,174

Registered 8 & 15 November 12, 1992

(Int’l Class: 20)
Bedroom, dining room, occasional and casual furniture, wall units and upholstered furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-51

MADISON COURT
RN:3,003,890

Registered
October 4, 2005

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-52

MAISON LENOIR
RN:2,210,662

Registered 8 & 15 May 4, 2004

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-53

MILLWOOD CREEK
RN:1,556,875

Registered 8 & 15 July 6, 1995

(Int’l Class: 20)
Bedroom, dining room, occasional and upholstery furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-54

MIRABELLA
RN:2,903,268

Registered November 16, 2004

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-55

MISCELLANEOUS DESIGN

(LOGO)

RN:1,761,401

Registered 8 & 15 March 30, 2003

(Int’l Class: 20)
Bedroom furniture; namely, dressers, mirrors, chests, beds, bookcases, night stands, desk chairs, and desks; dining room furniture in the nature of tables, chairs, china cabinets, servers, buffets; living room furniture namely, sofas, chairs, rockers, love seats, sofa beds and occasional

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-56

MISCELLANEOUS DESIGN

(LOGO)

RN:2,538,152

Registered February 12, 2002

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-57

PACIFIC HEIGHTS
RN:3,023,780

Registered
December 6, 2005

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-58

PAINTER’S SHED RN:3,028,887

Registered December 13, 2005

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-59

PAMLICO
RN:2,547,382

Registered March 12, 2002

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-60

PLANTATION MANOR
RN:2,642,606

Registered October 29, 2002

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-61

PLEASANT ISLE
RN:2,475,918

Registered
August 7, 2001

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-62

POINT SUR
RN:2,479,107

Registered August 21, 2001

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-63

PRESIDIO
RN:2,655,590

Registered December 3, 2002

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-64

PRINTER’S ROW RN:2,365,951

Registered
July 11, 2000

(Int’l Class: 20)
Household furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-65

RALEIGH COURT
RN:3,032,227

Registered December 20, 2005

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-66

REDONDO
RN:2,756,183

Registered August 26, 2003

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-67

RICHMOND HILL
RN:2,671,462

Registered
January 7, 2003

(Int’l Class: 20)
Household furniture; namely a variety of tables including cocktail tables, end tables, sofa tables and dining room tables, bedroom furniture, dining room furniture, bookcases and entertainment units

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-68

ROARING GAP
RN:2,597,739

Registered
July 23, 2002

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-69

SINCLAIR
RN:3,034,885

Registered December 27, 2005

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-70

ST. KITTS RN:2,683,567

Registered February 4, 2003

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-71

THE BRITISH EMPIRE
COLLECTION
RN:2,519,058

Registered December 18, 2001

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-72

THE BROYHILL
DIFFERENCE
RN:1,382,355

Renewed 8 & 15 February 11, 2006

(Int’l Class: 20)
Bedroom furniture, including mattresses and box springs, dining room, living room, occasional and casual furniture [and upholstered furniture]

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-73

THE GOOD NIGHT
SLEEPER BY BROYHILL
RN:1,456,548

Registered 8 & 15 February 4, 1993

(Int’l Class: 20)
Sofa sleepers

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-74

TROPICAL RETREAT
RN:3,067,552

Registered
March 14, 2006

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-75

ULTRALUX
RN:1,523,519

Registered 8 & 15 September 24, 1994

(Int’l Class: 20)
Upholstered furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Trademark/

Status/

Brief

Ref. #

SN/RN

Status Date

Goods/Services

Owner

Notes

f-76

ULTRA-PLUSH
RN:1,674,264

Renewed 8
Accepted
February 4, 2002

(Int’l Class: 20)
Cushioned furniture and cushions for furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-77

URBAN VIEW
RN:3,040,885

Registered January 10, 2006

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-78

VILLA MARCHE
RN:3,015,326

Registered November 15, 2005

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-79

VILLAGE TAPESTRY
RN:2,524,617

Registered
January 1, 2002

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-80

VINTAGE WORLD
RN:2,916,240

Registered
January 4, 2005

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-81

WILKES LANDING
RN:2,573,610

Registered
May 28, 2002

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633

f-82

YORKSHIRE MARKET
RN:2,784,242

Registered November 18, 2003

(Int’l Class: 20)
Furniture

Broyhill Furniture Industries, Inc. (North Carolina Corp.)
One Broyhill Park Lenoir, NC 28633


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

ACCENTS

Registered

74/114301

13-Nov- 1990

Next Renewal

08-Sep-2012

Country:

United States of America

08-Sep-1992

Classes:

1713462

Goods:

14 Int., 21 Int., 24 Int.

14 Int.: VARIOUS ITEMS MADE OF SILVER; NAMELY, CANDLESTICK HOLDERS, FIGURINES AND FLOWER VASES.

21 Int.: STATUES MADE OF CLAY, GLASS, PORCELAIN AND HYDRACAL, VARIOUS ITEMS MADE OF PEWTER; NAMELY, CANDLESTICK HOLDER, PITCHERS, PLANTERS AND FLOWER VASES, AND VARIOUS ITEMS MADE OF BRASS; NAMELY, CANDLESTICK HOLDERS, PITCHERS, PLANTERS AND FLOWER VASES.

24 Int.: LINENS; NAMELY, BEDSPREADS, THROW BLANKETS AND AFGHANS.

ANHURST

Registered

76/310773

10-Sep-2001

Aff of Use-5 Year

28-May-2007

Country:

United States of America

2573611

28-May-2002

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

AQUITAINE

Registered

76/166830

16-Nov-2000

Aff of Use-5 Year

16-Jul-2007

Country:

United States of America

2593971

16-Jul-2002

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

ARGYLE

Registered

76/202262

30-Jan-2001

Aff of Use-5 Year

29-Oct-2007

Country:

United States of America

2644188

29-Oct-2002

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

ATTIC HEIRLOOMS

Registered

76/339717

19-Nov-2001

Aff of Use-5 Year

28-Oct-2008

Country:

United States of America

2777319

28-Oct-2003

Classes:

20 Int.

Goods:

20 Int.: BEDROOM, DINING ROOM, LIVING ROOM, GREAT ROOM, AND ENTERTAINMENT ROOM FURNITURE


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

BED & BREAKFAST

Registered

73/761191

31-Oct-1988

First Renewal

29-Aug-2009

Country:

United States of America

1553758

29-Aug-1989

Classes:

20 Int.

Goods:

20 Int.: DRESSERS, CHESTS, BEDS, CHINA CABINETS, CHAIRS, NIGHT STANDS, MIRRORS, HUTCHES, HEAD BOARDS, FOOT BOARDS, SERVERS, AND CURIO CABINETS

BIG COUNTRY

Registered

76/415569

04-Jun-2002

Aff of Use-5 Year

28-Oct-2008

Country:

United States of America

2777463

28-Oct-2003

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

BIG VALLEY

Registered

78/465055

10-Aug-2004

Aff of Use-5 Year

27-Dec-2010

Country:

United States of America

3034886

27-Dec-2005

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

BRADBURY PARK

Registered

78/153957

14-Aug-2002

Aff of Use-5 Year

26-Aug-2008

Country:

United States of America

2756206

26-Aug-2003

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

BROOKRIDGE

Registered

78/264665

19-Jun-2003

Aff of Use-5 Year

04-May-2009

Country:

United States of America

2838860

04-May-2004

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

BROYHILL

Registered

365041

01-Sep-1981

Next Renewal

01-Sep-2012

Country:

Australia

A365041

01-Sep-1981

Classes:

20 Int.

Goods:

20 Int.: FURNITURE


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

BROYHILL

Registered

AM 2082/91

01-Sep-1981

Next Renewal

16-Dec-2011

Country:

Austria

98503

16-Dec-1981

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

BROYHILL

Registered

644788

28-Aug-1981

Next Renewal

28-Aug-2011

Country:

Benelux

375690

28-Aug-1981

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

BROYHILL

Registered

476432

05-Oct-1981

Next Renewal

04-Feb-2013

Country:

Canada

276214

04-Feb-1983

Classes:

20 Int.

Goods:

20 Int.: BEDROOM FURNITURE, NAMELY, DRESSERS, MIRRORS, CHESTS, BEDS, BOOKCASE UNITS, NIGHT STANDS, DESK CHAIRS AND DESKS; DINING ROOM FURNITURE, NAMELY, TABLES, CHAIRS, CHINAS, SERVERS, BUFFETS; LIVING ROOM FURNITURE, NAMELY, SOFAS, CHAIRS, ROCKERS, LOVE SEATS, COVERTA-SOFAS; AND OCCASIONAL FURNITURE, NAMELY, COCKTAIL TABLES, COMMODE END TABLES, CHAIR SIDE COMMODES, HEXAGON COMMODES, SNACK TABLES, OCCASIONAL TABLES, SOFA CONSOLES, OCTOGONAL COCKTAIL TABLES, TEA CARTS, ETAGERES, CARD TABLES, WALL CONSOLES, BAR UNITS AND DESK UNITS

BROYHILL

Registered

A 3603/81

28-Aug-1981

Next Renewal

10-Sep-2012

Country:

Denmark

03235/1982

10-Sep-1982

Classes:

20 Int.

Goods:

20 Int.: FURNITURE FOR HOME AND/OR RESIDENTIAL USE

BROYHILL

Registered

310870

31-Jul-1996

Next Renewal

31-Jul-2016

Country:

European Community

310870

27-Jan-1999

Classes:

20 Int.

Goods:

20 Int.: FURNITURE AND PARTS AND FITTINGS THEREFOR


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

BROYHILL

Registered

3818/82

02-Jul-1982

Next Renewal

21-May-2014

Country:

Finland

88955

21-May-1984

Classes:

20 Int.

Goods:

20 Int.: ARTICLES OF FURNITURE

BROYHILL

Registered

608123

24-Sep-1981

Next Renewal

25-Aug-2011

Country:

France

1689561

24-Sep-1981

Classes:

Goods:

BROYHILL

Registered

B
68758/20WZ

27-Aug-1981

Next Renewal

31-Aug-2011

Country:

Germany

1029866

24-Feb-1982

Classes:

20 Int.

Goods:

20 Int.: ARTICLES OF FURNITURE

BROYHILL

Registered

10-Nov-1981

Next Renewal

10-Nov-2012

Country:

Guemsey

1164378

24-Feb-1982

Classes:

20 Int.

Goods:

20 Int.: FURNITURE AND PARTS AND FITTINGS THEREFOR

BROYHILL

Registered

1479/1995

04-Dec-1995

Next Renewal

30-Apr-2016

Country:

Iceland

435/1996

30-Apr-1996

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

BROYHILL

Registered

2790

06-Oct-1981

Next Renewal

06-Oct-2012

Country:

Ireland

101864

06-Oct-1981

Classes:

20 Int.

Goods:

20 Int.: FURNITURE; ARTICLES INCLUDED IN CLASS 20 MADE WHOLLY OR PRINCIPALLY OF WOOD, CORK, REEDS, CANE, WICKER, CELLULOID, OR OF IMITATIONS OF ANY OF THESE MATERIALS OR OF PLASTICS


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

BROYHILL

Registered

M191C004919

28-Jun-1991

Next Renewal

28-Jun-2011

Country:

Italy

624744

16-Jun-1994

Classes:

20 Int.

Goods:

20 Int.: FURNITURE (MOBILI)

BROYHILL

Registered

10-Nov-1995

Next Renewal

10-Nov-2012

Country:

Jersey

6867

31-Jul-1996

Classes:

20 Int.

Goods:

20 Int.: FURNITURE AND PARTS AND FITTINGS THEREFOR

BROYHILL

Registered

120889

22-Aug-1991

Next Renewal

22-Aug-2011

Country:

Mexico

402990

23-Dec-1991

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

BROYHILL

Registered

812317

26-Aug-1981

Next Renewal

04-Nov-2012

Country:

Norway

112336

04-Nov-1982

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

BROYHILL

Registered

35/1/1403

06-Nov-1982

Next Renewal

13-Dec-2011

Country:

Saudia Arabia

112/17

06-Nov-1982

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

BROYHILL

Registered

1645617

28-Jun-1991

Next Renewal

28-Jun-2011

Country:

Spain

1645617

06-Apr-1992

Classes:

Goods:


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

BROYHILL

Registered

81-4475

28-Aug-1981

Next Renewal

08-Jan-2012

Country:

Sweden

179604

08-Jan-1982

Classes:

20 Int.

Goods:

20 Int.: FURNITURE, MIRRORS, PICTURE FRAMES; ARTICLES (NOT INCLUDED IN OTHER CLASSES) OF WOOD, CORK, REEDS, CANE, WICKER, HORN, BONE, IVORY, WHALEBONE, SHELL, AMBER, MOTHER-OF-PEARL, MEERSCHAUM, CELLULOID, SUBSTITUTES FOR ALL THESE MATERIALS, OR OF PLASTICS

BROYHILL

Registered

4620

27-Aug-1981

Next Renewal

27-Aug-2011

Country:

Switzerland

314514

27-Aug-1981

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

BROYHILL

Registered

(74) 19444

11-May-1985

Next Renewal

30-Apr-2016

Country:

Taiwan

324373

01-May-1986

Classes:

73 Int.

Goods:

73 Int.: ALL KINDS OF FURNITURE

BROYHILL

Registered

85007988

15-Feb-1996

Next Renewal

30-Apr-2016

Country:

Taiwan

760031

01-May-1997

Classes:

20 Int.

Goods:

20 Int.: MIRRORS, BEDS

BROYHILL

Registered

1164378

10-Nov-1981

Next Renewal

10-Nov-2012

Country:

United Kingdom

1164378

10-Nov-1981

Classes:

20 Int.

Goods:

20 Int.: FURNITURE AND PARTS AND FITTINGS THEREFOR

BROYHILL

Registered

72/034911

05-Aug-1957

Next Renewal

25-Feb-2008

Country:

United States of America

658809

25-Feb-1958

Classes:

20 Int.

Goods:

20 Int.: BEDROOM, DINING ROOM, AND LIVING ROOM FURNITURE


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

BROYHILL

Registered

7849/81

07-Sep-1981

Next Renewal

19-Oct-2009

Country:

Venezuela

111220-F

19-Oct-1984

Classes:

20 Int.

Goods:

20 Int.: FURNITURE [MIRRORS PICTURE FRAMES; GOODS (NOT INCLUDED IN OTHER CLASSES) OF WOODS, CORK, REED, CANE, WICKER, HORN, BONE,IVORY, WHALEBONE, SHELL, AMBER, MOTHER-OF-PEARL, MEERSCHAUM AND SUBSTITUTES FOR ALL THESE MATERIALS, OR OF PLASTICS]

BROYHILL & DESIGN

Registered

10-Nov-1981

Next Renewal

10-Nov-2012

Country:

Guernsey

1164379

20-Aug-1996

Classes:

20 Int.

Goods:

20 Int.: FURNITURE AND PARTS AND FITTINGS THEREFOR

BROYHILL & DESIGN

Registered

10-Nov-1995

Next Renewal

10-Nov-2012

Country:

Jersey

6869

31-Jul-1996

Classes:

20 Int.

Goods:

20 Int.: FURNITURE AND PARTS AND FITTINGS THEREFOR

BROYHILL & DESIGN

Registered

85007987

15-Feb-1996

Next Renewal

30-Apr-2016

Country:

Taiwan

758191

16-Apr-1997

Classes:

20 Int.

Goods:

20 Int.: MIRRORS, BEDS

BROYHILL & PINSHEEL DESIGN

Registered

60931/84

11-Jun-1984

Next Renewal

28-Oct-2016

Country:

Japan

1906315

28-Oct-1986

Classes:

20 Int.

Goods:

20 Int.: FURNITURES, INDOOR WINDOW BLINDS (SHADE) (FURNITURE), BLINDS OF REED, RATTAN OR BAMBOO (SUDARE), BEAD CURTAINS FOR DECORATION, ORIENTAL SINGLE PANEL STANDING PARTITION (TSUITATE), WOOD OR PLASTICS, ARTIFICIAL MODEL FOOD SAMPLES, MAN-MADE GARDEN PONDS (STRUCTURES), RITUAL EQUIPMENT [AND ALL OTHER GOODS BELONGING TO THIS CLASS]


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

BROYHILL & PINSHEEL DESIGN

Registered

12707/1984

20-Aug-1984

Next Renewal

06-Sep-2015

Country:

Korea, Republic of

10-116368

06-Sep-1985

Classes:

20 Int., 26 Int.

Goods:

20 Int., [26] Int.: CHINA CABINETS, CUPBOARDS, TABLES, BOOK CHESTS, DINING TABLES, MORROR STANDS, COUCHES, CHAIRS, BEDS, AND WARDROBES 26 Int., [26] Int.: CHINA CABINETS, CUPBOARDS, TABLES, BOOK CHESTS, DINING TABLES, MORROR STANDS, COUCHES, CHAIRS, BEDS, AND WARDROBES

BROYHILL & PINSHEEL DESIGN

Registered

(74)19447

11-May-1985

Next Renewal

30-Apr-2016

Country:

Taiwan

324375

01-May-1986

Classes:

73 Int.

Goods:

73 Int.: ALL KINDS OF FURNITURE

BROYHILL & PINSHEEL DESIGN

Registered

1164379

10-Nov-1981

Next Renewal

10-Nov-2012

Country:

United Kingdom

1164379

10-Nov-1981

Classes:

20 Int.

Goods:

20 Int.: FURNITURE AND PARTS AND FITTINGS THEREFOR

BROYHILL & PINSHEEL DESIGN

Registered

73/465530

13-Feb-1984

Next Renewal

12-Feb-2015

Country:

United States of America

1319405

12-Feb-1985

Classes:

20 Int.

Goods:

20 Int.: BEDROOM, DINING ROOM, LIVING ROOM, OCCASIONAL AND CASUAL FURNITURE, WALL UNITS AND UPHOLSTERED FURNITURE


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

BROYHILL AND PINSHEEL DESIGN

Registered

73/630088

28-Nov-1986

Next Renewal

07-Jul-2017

Country:

United States of America

1446458

07-Jul-1987

Classes:

20 Int.

Goods:

20 Int.: BEDROOM FURNITURE SUCH AS DRESSERS, MIRRORS, CHESTS, BEDS, BOOKCASES, NIGHT STANDS, DESK CHAIRS, AND DESKS; DINING ROOM FURNITURE INCLUDING TABLES, CHAIRS, CHINAS, SERVERS, BUFFETS; LIVING ROOM FURNITURE INCLUDING SOFAS, CHAIRS, ROCKERS, LOVESEATS, CONVERTA-SOFAS, RECLINING CHAIRS, UPHOLSTERED MOTION FURNITURE; OCCASIONAL FURNITURE INCLUDING COCKTAIL TABLES, COMMODE END TABLES, CHAIR SIDE COMMODES, HEXAGON COMMODES, SNACK TABLES, OCCASIONAL TABLES, SOFA CONSOLES, OCTAGONAL COCKTAILS, ETAGERES, ENTERTAINMENT CENTERS; AND MATTRESSES

BROYHILL EXPRESS

Registered

76/263951

30-May-2001

Aff of Use-5 Year

06-Aug-2007

Country:

United States of America

2604349

06-Aug-2002

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

BROYHILL LEATHER

Registered

76/188785

02-Jan-2001

First Renewal

20-Nov-2011

Country:

United States of America

2509955

20-Nov-2001

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

BROYHILL PREMIER AND DESIGN

Registered

(74) 19445

11-May-1985

Next Renewal

30-Apr-2016

Country:

Taiwan

324374

01-May-1986

Classes:

73 Int.

Goods:

73 Int.: CHAIR, SOFA, LOVESEAT, SLEEPER SOFA, RECLINER, OTTOMAN, TABLE, DINING CHAIR, CHINA CABINETS, HUTCH, CURIO, BOOKCASE/ENTERTAINMENT UNITS/AUDIO UNIT, HEADBOARD, FOOTBOARD, CHEST, DRESSER, NIGHT STAND, COCKTAIL TABLE, END TABLE, SOFA TABLEAND ARMOIRE

BROYHILL PREMIER AND DESIGN

Registered

85007986

15-Feb-1996

Next Renewal

30-Apr-2016

Country:

Taiwan

758190

16-Apr-1997

Classes:

20 Int.

Goods:

20 Int.: MIRRORS, BEDS


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

App

Client Ref

Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

BROYHILL PREMIER AND DESIGN

Registered

72/057338

18-Aug-1958

Next Renewal

18-Aug-2009

Country:

United States of America

683678

18-Aug-1959

Renewed

18-Aug-2009

Classes:

20 Int.

Goods:

20 Int.: BEDROOM, DINING ROOM, AND LIVING ROOM FURNITURE

BROYHILL SHOWCASE GALLERY AND DESIGN

Registered

73/313485

05-Jun-1981

Next Renewal

29-Mar-2013

Country:

United States of America

1233112

29-Mar-1983

Renewed

29-Mar-2013

Classes:

42 Int.

Goods:

42 Int.: RETAIL FURNITURE STORE SERVICES

BROYHILL SHOWCASE GALLERY AND DESIGN

Registered

73/801858

22-May-1989

Next Renewal

09-Oct-2010

Country:

United States of America

1617154

09-Oct-1990

Classes:

42 Int.

Goods:

42 Int.: RETAIL FURNITURE STORE SERVICES

CANYON RIDGE

Registered

78/262888

16-Jun-2003

Aff of Use-5 Year

20-Apr-2009

Country:

United States of America

2834678

20-Apr-2004

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

CASTILLE

Registered

76/408984

16-May-2002

Aff of Use-5 Year

04-Feb-2008

Country:

United States of America

2683568

04-Feb-2003

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

CHARLESTOWNE SQUARE

Registered

78/171694

07-Oct-2002

Aff of Use-5 Year

25 May-2009

Country:

United States of America

2844693

25-May-2004

Classes:

20 Int.

Goods:

20 Int.: FURNITURE


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

CIRCUMFERENCE

Registered

76/408980

16-May-2002

Aff of Use-5 Year

04-Feb-2008

Country:

United States of America

2683565

04-Feb-2003

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

CLING FREE

Registered

73/139963

06-Sep-1977

Next Renewal

17-Mar-2011

Country:

United States of America

1148435

17-Mar-1981

Classes:

20 Int.

Goods:

20 Int.: DRAWERS FOR BEDROOM AND DINING ROOM FURNITURE

CONTINENTAL TAPESTRY

Registered

75/651843

02-Mar-1999

Aff of Use-5 Year

29-Oct-2007

Country:

United States of America

2641469

29-Oct-2002

Classes:

20 Int.

Goods:

20 Int.: HOUSEHOLD BEDROOM, DINING ROOM AND LIVING ROOM FURNITURE EXCLUDING FURNITURE TO BE USED IN THE BATHROOM AND WOVEN TAPESTRIES

CONTINENTS

Registered

78/537665

23-Dec-2004

Aff of Use-5 Year

07-Mar-2012

Country:

United States of America

3065523

07-Mar-2006

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

CROSSPOINT

Registered

78/400681

13-Apr-2004

Aff of Use-5 Year

12-Apr-2010

Country:

United States of America

2940166

12-Apr-2005

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

DANRIDGE

Registered

76/295945

07-Aug-2001

Aff of Use-5 Year

18-Jun-2007

Country:

United States of America

2582023

18-Jun-2002

Classes:

20 Int.

Goods:

20 Int.: FURNITURE


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

DOWNING SQUARE

Registered

76/408981

16-May-2002

Aff of Use-5 Year

04-Feb-2008

Country:

United States of America

2683566

04-Feb-2003

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

EASTWINDS TAPESTRY

Registered

76/295943

07-Aug-2001

Aff of Use-5 Year

29-Apr-2008

Country:

United States of America

2710690

29-Apr-2003

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

ELK RIVER

Registered

78/533195

15-Dec-2004

Aff of Use-5 Year

21-Mar-2012

Country:

United States of America

3070545

21-Mar-2006

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

EVERY 30 SECONDS SOMEONE CHOOSES BROYHILL

Registered

76/331474

30-Oct-2001

Aff of Use-5 Year

17-Dec-2007

Country:

United States of America

2662593

17-Dec-2002

Classes:

20 Int.

Goods:

20 Int.: FURNITURE (first use in commerce 6-8-1999)

EVERY THIRTY SECONDS SOMEONE CHOOSES BROYHILL

Registered

76/329230

24-Oct-2001

Aff of Use-5 Year

14-Jan-2008

Country:

United States of America

2674437

14-Jan-2003

Classes:

20 Int.

Goods:

20 Int.: FURNITURE (first use in commerce 6-8-1999)

GLENCOE

Registered

78/262895

16-Jun-2003

Aff of Use-5 Year

20-Apr-2009

Country:

United States of America

2834679

20-Apr-2004

Classes:

20 Int.

Goods:

20 Int.: FURNITURE


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

GX MIDTOWN

Registered

76/349706

10-Dec-2001

Aff of Use-5 Year

01-Apr-2008

Country:

United States of America

2702009

01-Apr-2003

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

HOME SOLUTIONS BY BROYHILL

Registered

78/838906

16-Mar-2006

Reporting Letter

02-Apr-2007

Country:

United States of America

Due

Classes:

06 Int., 11 Int., 16 Int., 20 Int., 21 Int., 24 Int., 26 Int., 27 Int.

Goods:

06 Int.: DECORATIVE TABLETOP PIECES OF NON-PRECIOUS METAL
11 Int.: ELECTRIC LIGHTING FIXTURES,NAMELY FLOOR LAMPS, SCONES AND TALBE LAMBS
16 Int.: SCULPTURES OF PAPER MACHE; PAINTINGS AND ART PRINTS
20 Int.: [SCULPTURES OF PAPRE MACHE] DECORATIVE TABLETOP
PIECES OF RESIN, MIRRORS; DECORATIVE TABLETOP PIECES
OF WOOD; PILLOWS
21 Int.: DECORATIVE TABLETOP PIECES OF CERAMIC, GLASS, AND
NATURAL FIBER [AND RESIN]; DINNERWARE
24 Int.: BED SPREADS; QUILTS; THROWS
26 Int.: ARTIFICIAL GREENERY, TREES, FLOWERS, FLOWER
ARRANGEMENTS AND PLANTS
27 Int.: RUGS

HUES

Registered

75/421570

22-Jan-1998

First Renewal

19-Oct-2009

Country:

United States of America

2287217

19-Oct-1999

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

INDULGENCE

Registered

75/509106

26-Jun-1998

First Renewal

17-Aug-2009

Country:

United States of America

2270687

17-Aug-1999

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

LAKESHORE

Registered

78/145752

19-Jul-2002

Aff of Use-5 Year

22-Apr-2008

Country:

United States of America

2709572

22-Apr-2003

Classes:

20 Int.

Goods:

20 Int.: FURNITURE


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

LARGO

Registered

78/201989

10-Jan-2003

Aff of Use-5 Year

18-Nov-2008

Country:

United States of America

2784459

18-Nov-2003

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

LENOIR HOUSE

Registered

72/066531

27-Jan-1959

Next Renewal

04-Aug-2009

Country:

United States of America

682871

04-Aug-1959

Renewed

04-Aug-2009

Classes:

20 Int.

Goods:

20 Int.: BEDROOM, DINING ROOM AND UPHOLSTERED FURNITURE

LINVILLE

Registered

78/262900

16-Jun-2003

Aff of Use-5 Year

02-Nov-2009

Country:

United States of America

2899658

02-Nov-2004

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

LOVE YOUR HOME

Registered

73/628613

04-Nov-1986

First Renewal

23-Jun-2007

Country:

United States of America

1444174

23-Jun-1987

Classes:

20 Int.

Goods:

20 Int.: BEDROOM, DINING ROOM, OCCASIONAL AND CASUAL FURNITURE, WALL UNITS AND UPHOLSTERED FURNITURE

MADISON COURT

Registered

78/385875

17-Mar-2004

Aff of Use-5 Year

04-Oct-2010

Country:

United States of America

3003890

04-Oct-2005

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

MAISON LENOIR

Registered

75/354247

09-Sep-1997

First Renewal

15-Dec-2008

Country:

United States of America

2210662

15-Dec-1998

Classes:

20 Int.

Goods:

20 Int.: FURNITURE


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

MILLWOOD CREEK

Registered

73/776424

17-Jan-1989

First Renewal

19-Sep-2009

Country:

United States of America

1556875

19-Sep-1989

Classes:

20 Int.

Goods:

20 Int.: BEDROOM, DINING ROOM AND UPHOLSTERED FURNITURE

MIRABELLA

Registered

78/262901

16-Jun-2003

Aff of Use-5 Year

16-Nov-2009

Country:

United States of America

2903268

16-Nov-2004

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

MISCELLANEOUS DESIGN (TRUCK DESIGN)

Registered

76/231373

27-Mar-2001

Aff of Use-5 Year

12-Feb-2008

Country:

United States of America

2538152

12-Feb-2002

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

PACIFIC HEIGHTS

Registered

78/533154

15-Dec-2004

Aff of Use-5 Year

06-Dec-2010

Country:

United States of America

3023780

06-Dec-2005

Classes:

N/A

Goods:

N/A: FURNITURE

PAINTER’S SHED

Registered

78/533191

15-Dec-2004

Aff of Use-5 Year

13-Dec-2010

Country:

United States of America

3028887

13-Dec-2005

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

PAMLICO

Registered

76/296703

07-Aug-2001

Aff of Use-5 Year

12-Mar-2008

Country:

United States of America

2547382

12-Mar-2002

Classes:

20 Int.

Goods:

20 Int.: FURNITURE


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

PINWHEEL DESIGN

Registered

74/290844

06-Jul-1992

Next Renewal

30-Mar-2013

Country:

United States of America

30-Mar-1993

Renewed

30-Mar-2013

Classes:

1761401

Goods:

20 Int.
20 Int.: BEDROOM FURNITURE; NAMELY, DRESSERS, MIRRORS, CHESTS, BEDS, BOOKCASES, NIGHT STANDS, DESK CHAIRS, AND DESKS: DINING ROOM FURNITURE IN THE NATURE OF TABLES, CHAIRS, CHINA CABINETS, SERVERS, BUFFETS; LIVING ROOM FURNITURE; NAMELY, SOFAS CHAIRS, ROCKERS, LOVE SEATS, SOFA BEDS AND OCCASIONAL FURNITURE; NAMELY, COCKTAIL TABLES, COMMODE END TABLES, CHAIR SIDE COMMODES, HEXAGON COMMODES, SNACK TABLES, OCCASIONAL TABLES, SOFA CONSOLES, OCTAGONAL COCKTAIL TABLES, ETAGERES, CARD TABLES, WALL CONSOLES, BAR FURNITURE AND DESKS

PLANTATION MANOR

Registered

76/341869

26-Nov-2001

Aff of Use-5 Year

29-Oct-2007

Country:

United States of America

2642606

29-Oct-2002

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

PLEASANT ISLE

Registered

76/130763

19-Sep-2000

Aff of Use-5 Year

07-Aug-2007

Country:

United States of America

2475918

07-Aug-2001

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

PRESIDIO

Registered

76/130828

19-Sep-2000

Aff of Use-5 Year

03-Dec-2007

Country:

United States of America

2655590

03-Dec-2002

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

RALEIGH COURT

Registered

78/533184

15-Dec-2004

Aff of Use-5 Year

20-Dec-2010

Country:

United States of America

3032227

20-Dec-2005

Classes:

20 Int.

Goods:

20 Int.: FURNITURE


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

REDONDO

Registered

78/145743

19-Jul-2002

Aff of Use-5 Year

26-Aug-2008

Country:

United States of America

2756183

26-Aug-2003

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

RICHMOND HILL

Registered

76/295942

07-Aug-2001

Aff of Use-5 Year

07-Jan-2008

Country:

United States of America

2671462

07-Jan-2003

Classes:

20 Int.

Goods:

20 Int.: HOUSEHOLD FURNITURE; NAMELY A VARIETY OF TABLES INCLUDING COCKTAIL TABLES, END TABLES, SOFA TABLES AND DINING ROOM TABLES, BEDROOM FURNITURE, DINING ROOM FURNITURE, BOOKCASES AND ENTERTAINMENT UNITS

ROARING GAP

Registered

76/279225

02-Jul-2001

Aff of Use-5 Year

23-Jul-2007

Country:

United States of America

2597739

23-Jul-2002

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

SINCLAIR

Registered

78/465049

10-Aug-2004

Aff of Use-5 Year

27-Dec-2010

Country:

United States of America

3034885

27-Dec-2005

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

ST. KITTS

Registered

76/408982

16-May-2002

Aff of Use-5 Year

04-Feb-2008

Country:

United States of America

2683567

04-Feb-2003

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

THE BRITISH EMPIRE COLLECTION

Registered

75/651842

02-Mar-1999

Aff of Use-5 Year

18-Dec-2007

Country:

United States of America

2519058

18-Dec-2001

Classes:

20 Int.

Goods:

20 Int.: FURNITURE


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

THE BROYHILL DIFFERENCE

Registered

73/550836

29-Jul-1985

Next Renewal

11-Feb-2016

Country:

United States of America

1382355

11-Feb-1986

Classes:

20 Int.

Goods:

20 Int.: BEDROOM FURNITURE, INCLUDING MATTRESSES AND BOX SPRINGS, DINING ROOM, LIVING ROOM, OCCASIONAL AND CASUAL FURNITURE [AND UPHOLSTERED FURNITURE]

THE GOOD NIGHT SLEEPER BY BROYHILL

Registered

73/646308

24-Feb-1987

First Renewal

08-Sep-2007

Country:

United States of America

1456548

08-Sep-1987

Classes:

20 Int.

Goods:

20 Int.: SOFA SLEEPERS

TROPICAL RETREAT

Registered

78/460290

02-Aug-2004

Aff of Use-6 Year

14-Mar-2012

Country:

United States of America

3067552

14-Mar-2006

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

ULTRALUX

Registered

73/729376

19-May-1988

First Renewal

07-Feb-2009

Country:

United States of America

1523519

07-Feb-1989

Classes:

20 Int.

Goods:

20 Int.: UPHOLSTERED FURNITURE

ULTRA-PLUSH

Registered

74/178474

21-Jun-1991

Next Renewal

04-Feb-2012

Country:

United States of America

1674264

04-Feb-1992

Classes:

20 Int.

Goods:

20 Int.: CUSHIONED FURNITURE AND CUSHIONS FOR FURNITURE

URBAN VIEW

Registered

78/504598

22-Oct-2004

Aff of Use-5 Year

10-Jan-2011

Country:

United States of America

3040885

10-Jan-2006

Classes:

20 Int.

Goods:

20 Int.: FURNITURE


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Status

Client Ref

App Number

App Date

Trademark

Number

Reg Number

Reg Date

Next Action(s)

Due Date(s)

VILLA MARCHE’

Registered

78/460305

02-Aug-2004

Aff of Use-5 Year

15-Nov-2010

Country:

United States of America

3015326

15-Nov-2005

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

VINTAGE WORLD

Registered

78/295288

03-Sep-2003

Aff of Use-5 Year

04-Jan-2010

Country:

United States of America

2916240

04-Jan-2005

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

WILKES LANDING

Registered

76/310723

10-Sep-2001

Aff of Use-5 Year

28-May-2007

Country:

United States of America

2573610

28-May-2002

Classes:

20 Int.

Goods:

20 Int.: FURNITURE

YORKSHIRE MARKET

Registered

78/157833

26-Aug-2002

Aff of Use-5 Year

18-Nov-2008

Country:

United States of America

2784272

18-Nov-2003

Classes:

20 Int.

Goods:

20 Int.: FURNITURE


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

SCHEDULE 3.12

Material Agreements

Furniture Brands International, Inc. 1992 Stock Option Plan, as amended

Furniture Brands International, Inc. 1999 Long-Term Incentive Plan, as amended

Furniture Brands Internal, Inc. 2005 Long-Term Performance Bonus Plan

Form of Stock Option Grant Letter

Form of Restricted Stock Grant Letter

Form of Indemnification Agreement between the Company and the Company’s directors

Furniture Brands International, Inc. Amended and Restated Restricted Stock Plan for Outside Directors, dated as of January 27, 2005.

Retirement Plan for Directors

First Amendment to Retirement Plan for Directors

10.

Furniture Brands International, Inc. Executive Incentive Plan, as amended on October 25, 2001

11.

Thomasville Furniture Industries, Inc. Executive Incentive Plan, as amended on January 24, 2002

12.

Drexel Heritage Furniture Industries, Inc. Executive Incentive Plan, dated January 24, 2002

13.

Form of Executive Incentive Plan Grant Letter to Company Executives

14.

Form of Executive Incentive Plan Grant Letter to Operating Company Executives

15.

Employment Agreement, dated as of January 1, 2000, between the Company and Wilbert G. Holliman

16.

Employment Agreement, dated as of February 10, 2004, between the Company and John T. Foy.

17.

Employment Agreement, dated as of February 7, 2005, between the Company and Denise L. Ramos

18.

Employment Agreement, dated as of August 1, 1996, between the Company and Lynn Chipperfield


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

19.

Employment Agreement, dated as of September 6, 2005, between Thomasville Furniture Industries, Inc. and Nancy W. Webster

20.

Form of Agreement Not To Compete between the Company and Wilbert G. Holliman, John T. Foy, and Lynn Chipperfield

21.

Furniture Brands Supplemental Executive Retirement Plan, dated as of January 1, 2002

22.

Form of Deferred Executive Compensation Agreement

23.

Form of Cash Option Deferred Executive Compensation Agreement

24.

Furniture Brands International, Inc. Deferred Compensation Plan, effective January 1, 2006

25.

Form of Long-Term Performance Cash Bonus Letter

26.

Employment Agreement dated as of June 14, 2007 between the Company and Ralph Scozzafava

27.

Change of Control Agreement dated June 19, 2007 between the Company and Nancy W. Webster and Lynn Chipperfield

28.

Executive Severance Plan dated June 19, 2007 between the Company and Nancy W. Webster and Lynn Chipperfield


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

SCHEDULE 3.14

Insurance

(See attached)


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

FURNITURE BRANDS INTERNATIONAL, INC.
SCHEDULE 3.14
Insurance


	POLICY				GENERAL DESCRIPTION
DESCRIPTION	PERIOD	POLICY NUMBER		CARRIER	and LIMITS (A) (B)
Property Coverages (A)	June 1, 2007-2008

All-Risk Property		FM387		Factory Mutual Insurance Company	All-Risk Replacement Cost Property coverage (up to a general policy aggregate of $[]), including flood and earth movement coverage (with various limits up to $[]) for real property, personal property and inventory. Also includes: replacement cost coverage for Accounts Receivable (up to $[] per occurrence) and for Inland Transit (up to $[] per occurrence).

Ocean Cargo			88446C	American Home Assurance Company	Ocean Cargo: Up to $[] per conveyance; $[] on deck. Inland Transit to/from Mexico: up to $[*] per conveyance.

Casualty Coverages(B)	June 30, 2007-2008

General Liability		GL4572194		American Home Assurance Company	General Liability coverage, including personal and advertising injury and products liability coverage with a $[] per occurrence/$[] general aggregate limit.

Auto Liability			1468720	American Home Assurance Company	Auto Liability coverage with a $[*] combined single (per accident) limit.

Insured Workers Compensation		WC1558325 (OR) WC1558349 (MI) WC1558351 (CA) WC1558352 (WI) WC1660208 (FL) WC1558350 (AOS)		Insurance Company of the State of PA Illinois National Insurance Company American Home Assurance Company National Union fire Insurance Co. of Pittsburgh Insurance Company of the State of PA American Home Assurance Company	Insured Workers Compensation with statutory limits and up to $[*] in Employers Liability (all states except NC, MS and VA).

Excess Workers Compensation		EWC006479		Midwest Employers Casualty Company	Excess Workers Compensation in states where Furniture Brands self-insures workers compensation; NC, MS and VA. Statutory limits and up to $[*] Employers Liability coverage are provided.

Umbrella Liability		BE9834999 AEC937381804 US0000665DLI07A		National Union Fire Insurance Co. of Pittsburgh American Guarantee and Liability Insurance Company XL Insurance America, Inc.	Excess Liability Coverage: Up to $[] excess of FB’s primary Casualty coverage; + $[] excess of $[]; +$[] excess of $[*].


(A)		Complete copies of Furniture Brands’ Property and Ocean Cargo policies were provided. Please see the policies for actual terms and conditions, and specific limits and deductibles.

(B)		The Declarations Pages were provided for all of the Furniture Brands’ Casualty policies. Please see the Declaration Pages for additional information on specific coverages, limits and deductibles.

[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

SCHEDULE 3.15

Capitalization and Subsidiaries

Subsidiaries

Furniture Brands International, Inc. — Delaware

Direct Subsidiaries of Furniture Brands International, Inc.

Furniture Brands Retail Operations, Inc. — Delaware

Furniture Brands Export Co., Ltd. — Barbados (shell)

Broyhill Furniture Industries, Inc. — North Carolina

Direct Subsidiaries of Broyhill Furniture Industries, Inc.

Broyhill Transport, Inc. — North Carolina

Broyhill Retail, Inc. — Delaware

Broyhill Home Furnishings, Inc. — Delaware

Lane Furniture Industries, Inc. — Mississippi

Direct Subsidiaries of Lane Furniture Industries, Inc.

Action Transport, Inc. — Delaware

The Lane Company, Inc. — Virginia

Laneventure, Inc. — Delaware

Lane Home Furnishings Retail, Inc. — Delaware

HDM Furniture Industries, Inc. — Delaware

Direct Subsidiaries of HDM Furniture Industries, Inc.

Henredon Furniture Industries, Inc. — Delaware (shell)

Drexel Heritage Furniture Industries, Inc. — Delaware (shell)

HDM Transport, Inc. — North Carolina

HDM Retail, Inc. — Delaware

Direct Subsidiaries of HDM Retail, Inc.

Henredon Designer Showrooms, Inc. — Delaware (shell)

Maitland-Smith Furniture Industries, Inc. — Delaware

Direct Subsidiaries of Maitland-Smith Furniture Industries, Inc.

Maitland-Smith Home Furnishings, Inc. — Delaware

Maitland-Smith Asia Holdings Limited — Vanuatu

Direct Subsidiaries of Maitland-Smith Asia Holdings Limited

Maitland-Smith Cebu, Inc. — Philippines

P. T. Maitland-Smith Indonesia — Indonesia

Maitland-Smith Limited — Hong Kong

Maitland-Smith Export (L) Bhd. — Labuan

Decorative Hardware Solutions (L) Bhd. — Labuan

Thomasville Furniture Industries, Inc. — Delaware

Direct Subsidiaries of Thomasville Furniture Industries, Inc.

Gordon, Inc. — Delaware (shell)

Thomasville Chair Company — North Carolina (shell)

Thomasville Upholstery, Inc. — Delaware (shell)

Fayette Enterprises, Inc. — Mississippi

Thomasville Home Furnishings, Inc. — Delaware

Hickory Business Furniture, Inc. — North Carolina

Thomasville Retail, Inc. — Virginia

All Subsidiaries are corporations.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

SCHEDULE 6.01

Existing Indebtedness

$8,000,000 Mississippi Business Finance Corporation Taxable Industrial Revenue Bonds Series 1998 (Action merger Sub, Inc. Project); Trustmark National, as trustee for the Bond

Guaranty of the Indebtedness described in item 1 above by Furniture Brands, Broyhill, Lane and Thomasville.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

SCHEDULE 6.02

Existing Liens

The following is a list of any Lien on any property or asset of any Borrower or any Subsidiary existing on the date of the Credit Agreement.

(See attached)


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


			FINANCING
		SECURED	STATEMENT	FILING
DEBTOR	JURISDICTION	PARTY	NO.	DATE	COLLATERAL DESCRIPTION
Furniture Brands Retail Operations, Inc. (Debtor is Furniture Brands Retail OPS, Inc.	Missouri Secretary of State	Miresco Investment Services, Inc. 8648 Glenmont Drive Suite 130 Houston, TX 77036	20070066884B	06/11/07	Consigned Inventory of Rugs and Floor Coverings

Broyhill Furniture Industries, Inc.	North Carolina Secretary of State	GE Capital Consumer Card Co. 5300 Kings Island Drive Mason, OH 45040	20030131493H	12/30/03	Credit card program — precautionary filing (See Exhibit)

Broyhill Furniture Industries, Inc.	North Carolina Secretary of State	EMC Corporation 176 South Street Hopkinton, MA 01748 and Fleet Business Credit, LLC One South Wacker Drive Chicago, IL 60606	20040029562A	03/26/04	Symmetrix 8530-73 and other items described therein

Broyhill Furniture Industries, Inc.	North Carolina Secretary of State	Pitney Bowes Credit Corporation 27 Waterview Drive Shelton, CT 06484	20060021955A	03/06/06	All equipment manufactured, sold, distributed or financed by Pitney Bowes Inc. and/or its subsidiaries, including Pitney Bowes Credit Corporation.

Drexel Heritage Furniture Industries, Inc.	Delaware Secretary of State	GE Capital Consumer Card Co. 5300 Kings Island Drive Mason, OH 45040	4052422 5	02/25/04	Credit card program — precautionary filing (See Exhibit)

Drexel Heritage Furniture Industries, Inc.	Delaware Secretary of State	Crown Credit Company 40 S. Washington Street New Bremen, OH 45869	5362307 2	11/22/05	Crown lift trucks

HDM Furniture Industries, Inc.	Delaware Secretary of State	Crown Credit Company 40 S. Washington Street New Bremen, OH 45869	6247277 7	07/18/06	Crown lift trucks


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


			FINANCING
		SECURED	STATEMENT	FILING
DEBTOR	JURISDICTION	PARTY	NO.	DATE	COLLATERAL DESCRIPTION
HDM Furniture Industries, Inc.	Delaware Secretary of State	Miresco Promotional Sales, Inc. 8648 Glenmont Drive, Suite 130 Houston, TX 77036	20070021695C	03/05/07	Consigned inventory and goods

HDM Retail, Inc.	Delaware Secretary of State	Systel Business Equipment 1111 Old Eagle School Road Wayne, PA 19087	7233534 6	06/20/07	Ricoh items (See Ex. A)

Thomasville Furniture Industries, Inc.

Judgment Liens

Davidson County, North Carolina: No. 98 M 197-98-20-135, docketed 6/10/98; Crawford Door Sales of Winston Salem Inc., v. Thomasville Furniture Ind., $13,695.00 plus $4.00 costs

Davidson County, North Carolina: No. 98 M 211 98-30-232, docketed 6/22/98; High Point Sprinkler Inc. v. Thomasville Furniture Industries, $2,339.41 plus $4.25 costs

Action Transport, Inc.

Federal Tax Lien

Lee County, Mississippi: No. 2004-0176, filed 9/30/04 for $6,870.88


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

SCHEDULE 6.04

Existing Investments

See Schedule 3.15 and the following:

Money Market Accounts


Name of Grantor	Name and Address of Institution	Account Number
Furniture Brands International, Inc.	US Bank Inst. Trust	*[]**
	One US Bank Plaza St. Louis, MO 63101 Attn: Rebecca Hassard (314) 418-1890 T (314) 418-2520 F

Furniture Brands International, Inc.	Evergreen Investments (Wachovia Bank) 12 East 49^th Street New York, NY 10017 Attn: Mike Kaicher (212) 214-3509 T (704) 383-4690 F	*[]**


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Other Miscellaneous Accounts


	Name and Address of
Name of Grantor	Institution	Account Number	Type of Account
Furniture Brands International, Inc.	Deutsche Bank 60 Wall Street New York, NY 10005 Attn: Patrick Murphy (212) 250-1513 T (212) 797-0344 F	*[]**	Nassau Sweep


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

SCHEDULE 6.10

Existing Restrictions

1. Encumbrances and restrictions set forth in the documents relating to the $8,000,000 Mississippi Business Finance Corporation Taxable Industrial Revenue Bonds Series 1998 (Action Merger Sub, Inc. Project.)


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

EXHIBIT A

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.


1.	Assignor:

2.	Assignee:
		[and is an Affiliate/Approved Fund of [identify Lender]]

3.	Borrower(s):	Furniture Brands International, Inc. and certain of its Subsidiaries

4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement

5.	Credit Agreement:	The $550,000,000 Credit Agreement dated as of August 9, 2007 among Furniture Brands International, Inc., the other Loan Parties named therein, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties thereto


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


6.		Assigned Interest:

Aggregate Amount of

Amount of

Facility Assigned

Commitment/Loans for

Commitment/Loans

Percentage Assigned of

Commitment

all Lenders

Assigned

Commitment/Loans¹

Effective Date: ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:


		ASSIGNOR

		[NAME OF ASSIGNOR]

		By:
				Title:

		ASSIGNEE

		[NAME OF ASSIGNEE]

		By:
				Title:


¹		Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

[Consented to and]² Accepted:

[NAME OF ADMINISTRATIVE AGENT], as
Administrative Agent


By
Title:

[Consented to:]³

[NAME OF RELEVANT PARTY]

By
Title:


²		To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

³		To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.

[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender⁴, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment


⁴		The concept of “Foreign Lender” should be conformed to the section in the Credit Agreement governing withholding taxes and gross-up.

[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Illinois.


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

EXHIBIT B

BORROWING BASE CERTIFICATE

(See Attached)


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	BORROWING BASE REPORT Furniture Brands — Combined	Rpt #
Obligor Number: N/A		Date:
Loan Number: 801703422000		Period Covered: ___________ to ____________


										Finished
				Raw Materials			WIP			Goods			In-Transit			Total
COLLATERAL CATEGORY	A/R			Inventory			Inventory			Inventory			Inventory			Inventory			Total Eligible Collateral	0.00

Description
1 Beginning balance (Previous report — Line 8)		0.00
2 Additions to Collateral (Gross Sales or Purchases)		0.00
3 Other Additions (Add back any non-A/R cash in line 3)		0.00
4 Deductions to Collateral (Cash Received)		0.00
5 Deductions to Collateral (Discounts, other)		0.00
6 Deductions to Collateral (Credit Memos, all)		0.00
7 Other non-cash credits to A/R		0.00
8 Total Ending Collateral Balance		0.00			0.00			0.00			0.00			0.00			0.00

9 Less Ineligible — Extended Terms		0.00
10 Less Ineligible — Past Due		0.00
11 Less Ineligible — Federal Government		0.00
12 Less Ineligible — Chargebacks (Current)		0.00
13 Less Ineligible — Other (attach schedule)		0.00
14 Total Ineligibles — Accounts Receivable		0.00


15 Less Ineligible — Packaging Supplies					0.00			0.00			0.00			0.00			0.00
16 Less Ineligible — Inventory Offsite not covered					0.00			0.00			0.00			0.00			0.00
17 Less Ineligible — Inventory WIP					0.00			0.00			0.00			0.00			0.00
18 Less Ineligible — Consigned					0.00			0.00			0.00			0.00			0.00
19 Less Ineligible — Other (attach schedule)					0.00			0.00			0.00			0.00			0.00
20 Total Ineligibles Inventory Appraisal					0.00			0.00			0.00			0.00			0.00
21 Total Eligible Collateral — Appraisal		0.00			0.00			0.00			0.00			0.00			0.00

22 In Transit Inventory Cap ($40MM)		0.00			0.00			0.00			0.00			0.00			0.00
23 Advance Rate Percentage		65	%	#DIV/0!			#DIV/0!			#DIV/0!				53	%	#DIV/0!
24 Net Available — Appraisal Borrowing Base Value		0.00			0.00			0.00			0.00			0.00			0.00
25 Reserves (Other)
26 Total Borrowing Base Value — Appraisal		0.00			0.00			0.00			0.00			0.00			0.00


27 Less Ineligible — WIP					0.00			0.00			0.00			0.00			0.00
28 Less Ineligible — ACCESSORIES					0.00			0.00			0.00			0.00			0.00
29 Less Ineligible — Slow Moving Inventory					0.00			0.00			0.00			0.00			0.00
30 Total Ineligible Inventory per exam					0.00			0.00			0.00			0.00			0.00
31 Total Eligible Collateral — Exam		0.00			0.00			0.00			0.00			0.00			0.00
32 Advance Rate Percentage		85	%		70	%		70	%		70	%		70	%		70	%
33 Net Available — Borrowing Base Value		0.00			0.00			0.00			0.00			0.00			0.00
34 Reserves (Other)
35 Total Borrowing Base Value — Per Exam		0.00			0.00			0.00			0.00			0.00			0.00

36 Lower of Appraisal Calculation or Exam Calculation		0.00			0.00			0.00			0.00			0.00			0.00


37 Total Availability/CAPS		0.00
38 Revolver Line		555,000,000.00																	Total Revolver Line		550,000,000.00

39 Maximum Borrowing Limit (Lesser of 37. or 38)*		0.00																	Total Available

40 Suppressed Availability		0
LOAN STATUS
41 Previous Loan Balance (Previous Report Line 44)					0.00			0.00			0.00			0.00			0.00
42 Less: A. Net Collections (Same as line 4)					0.00			0.00			0.00			0.00			0.00

B. Adjustments/Other ______
43 Add: A. Request for Funds					0.00			0.00			0.00			0.00			0.00

B. Adjustments/Other ______
44 New Loan Balance		0.00			0.00			0.00			0.00			0.00			0.00		Total New Loan Balance:		0.00

45 Letters of Credit/Bankers Acceptance Outstanding																					0.00


46 Availability Not Borrowed (Lines 39 less 43 & 44)																					0.00

Pursuant to, and in accordance with, the terms and provisions of that certain Credit Agreement (“Agreement”), between JPMorgan Chase Bank, N.A. (“Chase”), as Administrative Agent for the Lenders, the Loan Parties and Furniture Brands International, et. al (“Borrower”). Borrower is executing and delivering to Chase this Collateral Report accompanied by supporting data (collectively referred to as the “Report”). Borrower warrants and represents to Chase that this Report is true and correct, and is based on information contained in Borrower’s own financial accounting records. Borrower, by the execution of this Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement, and further certifies on this ______ day of _______________, 20__, that the Borrower is in compliance with said Agreement.


BORROWER NAME: Furniture Brands International, Inc.		AUTHORIZED SIGNATURE:


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	BORROWING BASE REPORT
	Broyhill	Rpt #
Obligor Number:		Date:
Loan Number:		Period Covered: ___________ to ____________


										Finished
				Raw Materials			WIP			Goods			In-Transit			Total
COLLATERAL CATEGORY	A/R			Inventory			Inventory			Inventory			Inventory			Inventory			Total Eligible Collateral	0.00

Description
1 Beginning balance (Previous report — Line 8)		0.00
2 Additions to Collateral (Gross Sales or Purchases)		0.00
3 Other Additions (Add back any non-A/R cash in line 3)		0.00
4 Deductions to Collateral (Cash Received)		0.00
5 Deductions to Collateral (Discounts, other)		0.00
6 Deductions to Collateral (Credit Memos, all)		0.00
7 Other non-cash credits to A/R		0.00
8 Total Ending Collateral Balance		0.00			0.00			0.00			0.00			0.00			0.00

9 Less Ineligible — Extended Terms		0.00
10 Less Ineligible — Past Due		0.00
11 Less Ineligible — Federal Government		0.00
12 Less Ineligible — Chargebacks (Current)		0.00
13 Less Ineligible — Other (attach schedule)		0.00
14 Total Ineligibles — Accounts Receivable		0.00


15 Less Ineligible — Packaging Supplies					0.00			0.00			0.00			0.00			0.00
16 Less Ineligible — Inventory Offsite not covered					0.00			0.00			0.00			0.00			0.00
17 Less Ineligible — Inventory WIP					0.00			0.00			0.00			0.00			0.00
18 Less Ineligible — Consigned					0.00			0.00			0.00			0.00			0.00
19 Less Ineligible — Other (attach schedule)					0.00			0.00			0.00			0.00			0.00
20 Total Ineligibles Inventory Appraisal					0.00			0.00			0.00			0.00			0.00
21 Total Eligible Collateral — Appraisal		0.00			0.00			0.00			0.00			0.00			0.00

22 In Transit Inventory Cap ($40MM)		0.00			0.00			0.00			0.00			0.00			0.00
23 Advance Rate Percentage		65	%	#DIV/0!			#DIV/0!			#DIV/0!				53	%	#DIV/0!
24 Net Available — Appraisal Borrowing Base Value		0.00			0.00			0.00			0.00			0.00			0.00
25 Reserves (Other)
26 Total Borrowing Base Value — Appraisal		0.00			0.00			0.00			0.00			0.00			0.00


27 Less Ineligible — WIP					0.00			0.00			0.00			0.00			0.00
28 Less Ineligible — ACCESSORIES					0.00			0.00			0.00			0.00			0.00
29 Less Ineligible — Slow Moving Inventory					0.00			0.00			0.00			0.00			0.00
30 Total Ineligible Inventory per exam					0.00			0.00			0.00			0.00			0.00
31 Total Eligible Collateral — Exam		0.00			0.00			0.00			0.00			0.00			0.00
32 Advance Rate Percentage		85	%		70	%		70	%		70	%		70	%		70	%
33 Net Available — Borrowing Base Value		0.00			0.00			0.00			0.00			0.00			0.00
34 Reserves (Other)
35 Total Borrowing Base Value — Per Exam		0.00			0.00			0.00			0.00			0.00			0.00

36 Lower of Appraisal Calculation or Exam Calculation		0.00			0.00			0.00			0.00			0.00			0.00


37 Total Availability/CAPS		0.00
38 Revolver Line		555,000,000.00																	Total Revolver Line		550,000,000.00

39 Maximum Borrowing Limit (Lesser of 37. or 38)*		0.00																	Total Available

40 Suppressed Availability		0
LOAN STATUS
41 Previous Loan Balance (Previous Report Line 44)					0.00			0.00			0.00			0.00			0.00
42 Less: A. Net Collections (Same as line 4)					0.00			0.00			0.00			0.00			0.00

B. Adjustments/Other _______
43 Add: A. Request for Funds					0.00			0.00			0.00			0.00			0.00

B. Adjustments/Other _______
44 New Loan Balance		0.00			0.00			0.00			0.00			0.00			0.00		Total New Loan Balance:		0.00

45 Letters of Credit/Bankers Acceptance Outstanding																					0.00


46 Availability Not Borrowed (Lines 39 less 43 & 44)																					0.00


BORROWER NAME: Broyhill Furniture Industries, Inc.		AUTHORIZED SIGNATURE:


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	BORROWING BASE REPORT
	Lane	Rpt #
Obligor Number:		Date:
Loan Number:		Period Covered: ___________ to ____________


										Finished
				Raw Materials			WIP			Goods			In-Transit			Total
COLLATERAL CATEGORY	A/R			Inventory			Inventory			Inventory			Inventory			Inventory			Total Eligible Collateral	0.00

Description
1 Beginning balance (Previous report — Line 8)		0.00
2 Additions to Collateral (Gross Sales or Purchases)		0.00
3 Other Additions (Add back any non-A/R cash in line 3)		0.00
4 Deductions to Collateral (Cash Received)		0.00
5 Deductions to Collateral (Discounts, other)		0.00
6 Deductions to Collateral (Credit Memos, all)		0.00
7 Other non-cash credits to A/R		0.00
8 Total Ending Collateral Balance		0.00			0.00			0.00			0.00			0.00			0.00

9 Less Ineligible — Extended Terms		0.00
10 Less Ineligible — Past Due		0.00
11 Less Ineligible — Federal Government		0.00
12 Less Ineligible — Chargebacks (Current)		0.00
13 Less Ineligible — Other (attach schedule)		0.00
14 Total Ineligibles — Accounts Receivable		0.00


15 Less Ineligible — Packaging Supplies					0.00			0.00			0.00			0.00			0.00
16 Less Ineligible — Inventory Offsite not covered					0.00			0.00			0.00			0.00			0.00
17 Less Ineligible — Inventory WIP					0.00			0.00			0.00			0.00			0.00
18 Less Ineligible — Consigned					0.00			0.00			0.00			0.00			0.00
19 Less Ineligible — Other (attach schedule)					0.00			0.00			0.00			0.00			0.00
20 Total Ineligibles Inventory Appraisal					0.00			0.00			0.00			0.00			0.00
21 Total Eligible Collateral — Appraisal		0.00			0.00			0.00			0.00			0.00			0.00

22 In Transit Inventory Cap ($40MM)		0.00			0.00			0.00			0.00			0.00			0.00
23 Advance Rate Percentage		65	%	#DIV/0!			#DIV/0!			#DIV/0!				53	%	#DIV/0!
24 Net Available — Appraisal Borrowing Base Value		0.00			0.00			0.00			0.00			0.00			0.00
25 Reserves (Other)
26 Total Borrowing Base Value — Appraisal		0.00			0.00			0.00			0.00			0.00			0.00


27 Less Ineligible — WIP					0.00			0.00			0.00			0.00			0.00
28 Less Ineligible — ACCESSORIES					0.00			0.00			0.00			0.00			0.00
29 Less Ineligible — Slow Moving Inventory					0.00			0.00			0.00			0.00			0.00
30 Total Ineligible Inventory per exam					0.00			0.00			0.00			0.00			0.00
31 Total Eligible Collateral — Exam		0.00			0.00			0.00			0.00			0.00			0.00
32 Advance Rate Percentage		85	%		70	%		70	%		70	%		70	%		70	%
33 Net Available — Borrowing Base Value		0.00			0.00			0.00			0.00			0.00			0.00
34 Reserves (Other)
35 Total Borrowing Base Value — Per Exam		0.00			0.00			0.00			0.00			0.00			0.00

36 Lower of Appraisal Calculation or Exam Calculation		0.00			0.00			0.00			0.00			0.00			0.00


37 Total Availability/CAPS		0.00
38 Revolver Line		555,000,000.00																	Total Revolver Line		550,000,000.00

39 Maximum Borrowing Limit (Lesser of 37. or 38)*		0.00																	Total Available

40 Suppressed Availability		0
LOAN STATUS
41 Previous Loan Balance (Previous Report Line 44)					0.00			0.00			0.00			0.00			0.00
42 Less: A. Net Collections (Same as line 4)					0.00			0.00			0.00			0.00			0.00

B. Adjustments/Other ________
43 Add: A. Request for Funds					0.00			0.00			0.00			0.00			0.00

B. Adjustments/Other ________
44 New Loan Balance		0.00			0.00			0.00			0.00			0.00			0.00		Total New Loan Balance:		0.00

45 Letters of Credit/Bankers Acceptance Outstanding																					0.00


46 Availability Not Borrowed (Lines 39 less 43 & 44)																					0.00


BORROWER NAME: Lane Furniture Industriesl, Inc.		AUTHORIZED SIGNATURE:


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	BORROWING BASE REPORT
	HDM	Rpt #
Obligor Number:		Date:
Loan Number:		Period Covered: ___________ to ____________


										Finished
				Raw Materials			WIP			Goods			In-Transit			Total
COLLATERAL CATEGORY	A/R			Inventory			Inventory			Inventory			Inventory			Inventory			Total Eligible Collateral	0.00

Description
1 Beginning balance (Previous report — Line 8)		0.00
2 Additions to Collateral (Gross Sales or Purchases)		0.00
3 Other Additions (Add back any non-A/R cash in line 3)		0.00
4 Deductions to Collateral (Cash Received)		0.00
5 Deductions to Collateral (Discounts, other)		0.00
6 Deductions to Collateral (Credit Memos, all)		0.00
7 Other non-cash credits to A/R		0.00
8 Total Ending Collateral Balance		0.00			0.00			0.00			0.00			0.00			0.00

9 Less Ineligible — Extended Terms		0.00
10 Less Ineligible — Past Due		0.00
11 Less Ineligible — Federal Government		0.00
12 Less Ineligible — Chargebacks (Current)		0.00
13 Less Ineligible — Other (attach schedule)		0.00
14 Total Ineligibles — Accounts Receivable		0.00


15 Less Ineligible — Packaging Supplies					0.00			0.00			0.00			0.00			0.00
16 Less Ineligible — Inventory Offsite not covered					0.00			0.00			0.00			0.00			0.00
17 Less Ineligible — Inventory WIP					0.00			0.00			0.00			0.00			0.00
18 Less Ineligible — Consigned					0.00			0.00			0.00			0.00			0.00
19 Less Ineligible — Other (attach schedule)					0.00			0.00			0.00			0.00			0.00
20 Total Ineligibles Inventory Appraisal					0.00			0.00			0.00			0.00			0.00
21 Total Eligible Collateral — Appraisal		0.00			0.00			0.00			0.00			0.00			0.00

22 In Transit Inventory Cap ($40MM)		0.00			0.00			0.00			0.00			0.00			0.00
23 Advance Rate Percentage		65	%	#DIV/0!			#DIV/0!			#DIV/0!				53	%	#DIV/0!
24 Net Available — Appraisal Borrowing Base Value		0.00			0.00			0.00			0.00			0.00			0.00
25 Reserves (Other)
26 Total Borrowing Base Value — Appraisal		0.00			0.00			0.00			0.00			0.00			0.00


27 Less Ineligible — WIP					0.00			0.00			0.00			0.00			0.00
28 Less Ineligible — ACCESSORIES					0.00			0.00			0.00			0.00			0.00
29 Less Ineligible — Slow Moving Inventory					0.00			0.00			0.00			0.00			0.00
30 Total Ineligible Inventory per exam					0.00			0.00			0.00			0.00			0.00
31 Total Eligible Collateral — Exam		0.00			0.00			0.00			0.00			0.00			0.00
32 Advance Rate Percentage		85	%		70	%		70	%		70	%		70	%		70	%
33 Net Available — Borrowing Base Value		0.00			0.00			0.00			0.00			0.00			0.00
34 Reserves (Other)
35 Total Borrowing Base Value — Per Exam		0.00			0.00			0.00			0.00			0.00			0.00

36 Lower of Appraisal Calculation or Exam Calculation		0.00			0.00			0.00			0.00			0.00			0.00


37 Total Availability/CAPS		0.00
38 Revolver Line		555,000,000.00																	Total Revolver Line		550,000,000.00

39 Maximum Borrowing Limit (Lesser of 37. or 38)*		0.00																	Total Available

40 Suppressed Availability		0
LOAN STATUS
41 Previous Loan Balance (Previous Report Line 44)					0.00			0.00			0.00			0.00			0.00
42 Less: A. Net Collections (Same as line 4)					0.00			0.00			0.00			0.00			0.00

B. Adjustments/Other ________
43 Add: A. Request for Funds					0.00			0.00			0.00			0.00			0.00

B. Adjustments/Other ________
44 New Loan Balance		0.00			0.00			0.00			0.00			0.00			0.00		Total New Loan Balance:		0.00

45 Letters of Credit/Bankers Acceptance Outstanding																					0.00


46 Availability Not Borrowed (Lines 39 less 43 & 44)																					0.00


BORROWER NAME: HDM Furniture Industries, Inc.		AUTHORIZED SIGNATURE:


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


	BORROWING BASE REPORT
	Thomasville	Rpt #
Obligor Number:		Date:
Loan Number:		Period Covered: ___________ to ____________


										Finished
				Raw Materials			WIP			Goods			In-Transit			Total
COLLATERAL CATEGORY	A/R			Inventory			Inventory			Inventory			Inventory			Inventory			Total Eligible Collateral	0.00

Description
1 Beginning balance (Previous report — Line 8)		0.00
2 Additions to Collateral (Gross Sales or Purchases)		0.00
3 Other Additions (Add back any non-A/R cash in line 3)		0.00
4 Deductions to Collateral (Cash Received)		0.00
5 Deductions to Collateral (Discounts, other)		0.00
6 Deductions to Collateral (Credit Memos, all)		0.00
7 Other non-cash credits to A/R		0.00
8 Total Ending Collateral Balance		0.00			0.00			0.00			0.00			0.00			0.00

9 Less Ineligible — Extended Terms		0.00
10 Less Ineligible — Past Due		0.00
11 Less Ineligible — Federal Government		0.00
12 Less Ineligible — Chargebacks (Current)		0.00
13 Less Ineligible — Other (attach schedule)		0.00
14 Total Ineligibles — Accounts Receivable		0.00


15 Less Ineligible — Packaging Supplies					0.00			0.00			0.00			0.00			0.00
16 Less Ineligible — Inventory Offsite not covered					0.00			0.00			0.00			0.00			0.00
17 Less Ineligible — Inventory WIP					0.00			0.00			0.00			0.00			0.00
18 Less Ineligible — Consigned					0.00			0.00			0.00			0.00			0.00
19 Less Ineligible — Other (attach schedule)					0.00			0.00			0.00			0.00			0.00
20 Total Ineligibles Inventory Appraisal					0.00			0.00			0.00			0.00			0.00
21 Total Eligible Collateral — Appraisal		0.00			0.00			0.00			0.00			0.00			0.00

22 In Transit Inventory Cap ($40MM)		0.00			0.00			0.00			0.00			0.00			0.00
23 Advance Rate Percentage		65	%	#DIV/0!			#DIV/0!			#DIV/0!				53	%	#DIV/0!
24 Net Available — Appraisal Borrowing Base Value		0.00			0.00			0.00			0.00			0.00			0.00
25 Reserves (Other)
26 Total Borrowing Base Value — Appraisal		0.00			0.00			0.00			0.00			0.00			0.00


27 Less Ineligible — WIP					0.00			0.00			0.00			0.00			0.00
28 Less Ineligible — ACCESSORIES					0.00			0.00			0.00			0.00			0.00
29 Less Ineligible — Slow Moving Inventory					0.00			0.00			0.00			0.00			0.00
30 Total Ineligible Inventory per exam					0.00			0.00			0.00			0.00			0.00
31 Total Eligible Collateral — Exam		0.00			0.00			0.00			0.00			0.00			0.00
32 Advance Rate Percentage		85	%		70	%		70	%		70	%		70	%		70	%
33 Net Available — Borrowing Base Value		0.00			0.00			0.00			0.00			0.00			0.00
34 Reserves (Other)
35 Total Borrowing Base Value — Per Exam		0.00			0.00			0.00			0.00			0.00			0.00

36 Lower of Appraisal Calculation or Exam Calculation		0.00			0.00			0.00			0.00			0.00			0.00


37 Total Availability/CAPS		0.00
38 Revolver Line		555,000,000.00																	Total Revolver Line		550,000,000.00

39 Maximum Borrowing Limit (Lesser of 37. or 38)*		0.00																	Total Available

40 Suppressed Availability		0
LOAN STATUS
41 Previous Loan Balance (Previous Report Line 44)					0.00			0.00			0.00			0.00			0.00
42 Less: A. Net Collections (Same as line 4)					0.00			0.00			0.00			0.00			0.00

B. Adjustments/Other _______
43 Add: A. Request for Funds					0.00			0.00			0.00			0.00			0.00

B. Adjustments/Other _______
44 New Loan Balance		0.00			0.00			0.00			0.00			0.00			0.00		Total New Loan Balance:		0.00

45 Letters of Credit/Bankers Acceptance Outstanding																					0.00


46 Availability Not Borrowed (Lines 39 less 43 & 44)																					0.00


BORROWER NAME: Thomasville Furniture Industries, Inc.		AUTHORIZED SIGNATURE:


[*]		Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

EXHIBIT C

COMPLIANCE CERTIFICATE


To:		The Lenders parties to the Credit Agreement Described Below

This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of August 9, 2007 (as amended, modified, renewed or extended from time to time, the “Agreement”) among Furniture Brands International, Inc. (the “Company”), the other Loan Parties, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as the Issuing Bank. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected of the Company;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Company and its Subsidiaries during the accounting period covered by the attached financial statements [for quarterly financial statements add: and such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower 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];

3. The examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of (i) the existence of any condition or event which constitutes a Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate or (ii) any material change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred to in Section 3.04 of the Agreement;

4. I hereby certify that no Loan Party has changed (i) its name, (ii) its chief executive office, (iii) principal place of business, (iv) the type of entity it is or (v) its state of incorporation or organization without having given the Agent the notice required by Section 4.10 of the Security Agreement;

5. If applicable, Schedule I attached hereto sets forth financial data and computations evidencing the Borrowers’ compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct; and

6. If applicable, Schedule II hereto sets forth the computation of Average Availability for the fiscal quarter ended ___________, 20_.

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the (i) nature of the condition or event, the period during which it has existed and the action which the Loan Parties have taken, are taking, or propose to take with respect to each such condition or event or (i) the material change in GAAP or the application thereof and the effect of such change on the attached financial statements:

[*] Certain confidential information contained in this document, marked with an asterisk in brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

The foregoing certifications, together with the computations set forth in Schedule I and Schedule II hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of ______, _____.



		By:
		Name:
		Title:

SCHEDULE I

Compliance as of _________, ____ with
Provisions of Section ____ and ____ of
the Agreement

SCHEDULE II

Borrower’s Applicable Rate Calculation

EXHIBIT D

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”), dated as of ___________, 2007, is entered into between ______________________, a _________________ (the “New Subsidiary”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) under that certain Credit Agreement, dated as of August 9, 2007 among Furniture Brands International, Inc. (the “Company”), the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

The New Subsidiary and the Administrative Agent, for the benefit of the Lenders, hereby agree as follows:

1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a Loan Party under the Credit Agreement and a “Loan Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement, (b) all of the covenants set forth in Articles V and VI of the Credit Agreement and (c) all of the guaranty obligations set forth in Article X of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations set forth in Section 10.10 of the Credit Agreement, hereby guarantees, jointly and severally with the other Loan Guarantors, to the Administrative Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and severally together with the other Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. *[The New Subsidiary has delivered to the Administrative Agent an executed Loan Guaranty.]*

2. If required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.

3. The address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows:

4. The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon the execution of this Agreement by the New Subsidiary.

5. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

6. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.


		[NEW SUBSIDIARY]

		By:
		Name:
		Title:

		Acknowledged and accepted:

		JPMORGAN CHASE BANK, N.A., as Administrative Agent

		By:
		Name:
		Title:

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FBI WIND DOWN, INC. - FORM 8-K/A - EX-10.1 - June 16, 2011

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