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SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment ("Amendment") is made as of the ____ day of March, 2000,
by and between DMI FURNITURE, INC., a Delaware corporation (the "Company") and
BANK ONE, INDIANA, NA (the "Bank").
WHEREAS, the Company and the Bank entered into an Amended and Restated
Credit Agreement dated October 3. 1997, as amended (collectively "Agreement");
and
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below:
NOW, THEREFORE, the parties hereto agree as follows:
1. Capitalized terms not defined herein shall have the meaning ascribed
in the Agreement.
2. The definition of "Maximum Availability" under Section 1.01 of the
Agreement is hereby amended and restated in its entirety to read as follows:
"Maximum Availability" means, subject to the terms of Section 2.06: (i) from and
after the Sixth Amendment Agreement Date to and including June 30, 2000,
$23,000,000.00; (ii) from and after June 30, 2000 until the Scheduled Revolving
Loan Maturity Date, $20,000,000.00.
3. The Company represents and warrants that (a) the representations and
warranties contained in the Agreement are true and correct in all material
respects as of the date of this Amendment, (b) no condition, act or event which
could constitute an Event of Default under the Agreement exists, and (c) no
condition, event, act or omission has occurred, which, with the giving of notice
or passage of time, would constitute an Event of Default under the Agreement.
4. The Company agrees to pay all fees and out-of-pocket disbursements
incurred by the Bank in connection with this Amendment, including legal fees
incurred by the Bank in the preparation, consummation, administration and
enforcement of this Amendment.
5. This Amendment shall become effective only after it is fully
executed by the Company and the Bank. Except as amended by this Amendment, the
Agreement shall remain in full force and effect in accordance with its terms.
6. This Amendment is a modification only and not a novation. Except for
the above-quoted modification(s), the Agreement, any agreement or security
document, and all the terms
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and conditions thereof, shall be and remain in full force and effect with the
changes herein deemed to be incorporated therein. This Amendment is to be
considered attached to the Agreement and made a part thereof. This Amendment
shall not release or affect the liability of any guarantor, surety or endorser
of the Agreement or release any owner of collateral securing the Agreement. The
validity, priority and enforceability of the Agreement shall not be impaired
hereby. To the extent that any provision of this Amendment conflicts with any
term or condition set forth in the Agreement, or any agreement or security
document executed in conjunction therewith, the provisions of this Amendment
shall supersede and control. Company acknowledges that as of the date of this
Amendment it has no offsets with respect to all amounts owed by Company to Bank
and Company waives and releases all claims which it may have against Bank
arising under the Agreement on or prior to the date of this Amendment.
7. The Company acknowledges and agrees that this Amendment is limited
to the terms outlined above, and shall not be construed as an amendment of any
other terms or provisions of the Agreement; The Company hereby specifically
ratifies and affirms the terms and provisions of the Agreement. Company releases
Bank from any and all claims which may have arisen, known or unknown, in
connection with the Agreement on or prior to the date hereof. This Amendment
shall not establish a course of dealing or be construed as evidence of any
willingness on the Bank's part to grant other or future amendments, should any
be requested.
IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the day and year first above written.
BANK ONE, INDIANA, NA DMI FURNITURE, INC.
By: _____________________________ By: ______________________________
Xxxxxx X. Xxxxxxxx, Vice President Xxxxxx X. Xxxx, VP / CFO
ACKNOWLEDGMENT AND AGREEMENT BY GUARANTOR (S) AND/OR OWNER (S) OF COLLATERAL
SECURING THE PROMISSORY NOTE.
The undersigned (i) consent to the modification of the Agreement and all other
matters in the foregoing Amendment and, if a guarantor (ii) reaffirm the
Guaranty Agreement, dated June 9, 1994 and any other agreements, documents and
instruments securing or otherwise relating thereto ("Guarantor Documents"),
(iii) acknowledge that the Guarantor Documents continue in full force and
effect, remain unchanged, except as specifically modified hereby, and are valid,
binding and enforceable in accordance with their respective terms, (iv) agree
that all references, if any, in the Guarantor Documents to the Agreement are
modified to refer to that document as modified by the Amendment, and (v) agree
to be bound by the release of Bank set forth in the Amendment.
DMI MANAGEMENT, INC.
By: ____________________________________
Xxxxxx X. Xxxx, CFO
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