Exhibit 10.1
FIFTH AMENDMENT TO SECOND AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT
This FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT
FACILITY dated as of March 10, 1999 (the "Fifth Amendment") is by and between
XXXXXXX FURNITURE COMPANY, INC., a Delaware corporation
(the "Borrower"); and
NATIONAL BANK OF CANADA, a Canadian chartered bank (the "Lender" or
"NBC").
RECITALS
A. National Canada Finance Corp., a Delaware corporation ("NCFC"), and
the Lender made a certain credit facility available to the Borrower pursuant to
the terms and conditions contained in that certain Second Amended and Restated
Revolving Credit Agreement dated as of February 15, 1994 among the Borrower,
NCFC and the Lender, as amended by a First Amendment to Second Amended and
Restated Credit Agreement dated as of August 21, 1995, a Second Amendment to
Second Amended and Restated Credit Agreement dated as of October 14, 1996, a
Third Amendment to Second Amended and Restated Credit Agreement dated as of June
24, 1997 and a Fourth Amendment to Second Amended and Restated Revolving Credit
Agreement dated as of February 24, 1998 (as amended, the "Loan Agreement").
B. The Lender has been assigned the rights of NCFC under the Loan
Agreement and the documents related thereto pursuant to the terms of an
Agreement and Transfer Agreement.
C. The Borrower has requested that the Lender make certain changes to
the Loan Agreement.
D. The Lender has agreed to make these changes to the Loan Agreement as
set forth herein.
NOW, THEREFORE, the Borrower and the Lender hereby agree as follows:
A. The Loan Agreement is amended as follows:
1. Section 2.04(b) is deleted in its entirety and replaced
with the following:
"(b) Eurodollar Loans. Subject to the provisions of Section
3.01, each Revolving Credit Loan which is a Eurodollar Loan shall bear
interest at a rate per annum (computed on the basis of the actual
number of days elapsed over a year of 360 days) equal to the LIBOR Rate
plus three-quarters of one percent (3/4%). The Lender shall determine
the applicable LIBOR Rate on the date when such determination is to be
made in respect of such Interest Period (or as soon thereafter as
practicable), and shall notify the Borrower of the rate so determined.
Such determination shall be conclusive absent manifest error."
2. Section 8.01(j) is deleted in its entirety and replaced
with the following:
"(j) Restricted Payments. Make any Restricted Payment;
provided, however, Borrower may pay dividends or make payments to
redeem, repurchase or otherwise acquire shares of its stock in an
amount up to $25,000,000.00 plus (A) 50% of Borrower's net income
during the period from January 1, 1999 through the end of the most
recently completed fiscal quarter and (B) the total net cash proceeds
received by the Borrower from the sale of its stock during such period
less (C) the aggregate amount of cash dividends paid or cash payments
made to redeem, repurchase or otherwise acquire shares of its stock
during such period."
B. The Borrower represents and warrants that, as of the date hereof, it
is not in default of the terms of the Loan Agreement, as amended hereby, or any
of the other documents executed between the Borrower and the Lender in
connection therewith.
C. This Fifth Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original.
D. This Fifth Amendment and the Loan Agreement, as amended hereby,
shall be deemed to be contracts made under, and for all purposes shall be
construed in accordance with the laws of the State of North Carolina.
IN WITNESS WHEREOF, the parties hereto have executed or caused this
instrument to be executed under seal as of the day and year first above written.
XXXXXXX FURNITURE COMPANY, INC.
ATTEST
By By
Title Title
(CORPORATE SEAL)
NATIONAL BANK OF CANADA
By
Title
By
Title
