FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
DMI FURNITURE, INC., a Delaware corporation (the "Company"), and BANK ONE,
INDIANAPOLIS, NATIONAL ASSOCIATION, a national banking association (the "Bank"),
parties to an Amended and Restated Credit Agreement dated June 9, 1994, as
amended by a First Amendment to Amended and Restated Credit Agreement dated
October 11, 1994, by a Second Amendment to Amended and Restated Credit Agreement
dated January 10, 1995, and by a Third Amendment to Amended and Restated Credit
Agreement dated March 10, 1995 (collectively, as amended, the "Original
Agreement"), agree to amend the Original Agreement by this Fourth Amendment to
Amended and Restated Credit Agreement (this "Fourth Amendment") as follows:
1. DEFINITIONS. Sections 2.p and 2.q of the Original Agreement are
amended and restated in their entireties to read as follows:
p. BORROWING BASE. "Borrowing Base" means an amount equal to the sum of
(i) eighty percent (80%) of the adjusted book value of the Company's
accounts receivable, plus (ii) fifty percent (50%) of the book value
of the Company's finished goods inventories, plus (iii) for the period
from December 2, 1995, through March 2, 1996, and for the period from
June 1, 1996, through August 3, 1996, $500,000.00, plus (iv)
twenty-five percent (25%) of the book value of the Company's raw
materials inventory, plus (v) the Borrowing Base Adjustment. For
purposes of the preceding sentence, the phrase "adjusted book value of
the Company's accounts receivable" means the book value of the
Company's accounts receivable less any accounts which are sixty (60)
days or more past due, or which are due from an account debtor known
to the Company to be the subject of a bankruptcy or other insolvency
proceeding or known to the Company to have ceased doing business, and
less all accounts due from any account debtor if ten percent (10%) or
more of the aggregate amount of the accounts receivable from such
debtor are sixty (60) days or more past due, and provided that any
account receivable otherwise includable in the Borrowing Base shall be
reduced, but not below zero, by the amount of any accounts payable to
the account debtor from which such account is due.
q. BORROWING BASE ADJUSTMENT. "Borrowing Base Adjustment" means the
amounts shown in the following table during the periods indicated:
Period Amount
------ ------
At March 15, 1995, and
until November 4, 1995 $2,000,000
At November 4, 1995, and
until December 2, 1995 $1,500,000
At December 2, 1995, and
until December 30, 1995 $1,000,000
At December 30, 1995, and
at all times thereafter Zero
All other terms defined in the Original Agreement and used in this Fourth
Amendment shall have their respective meanings stated in the Agreement.
2. REPRESENTATIONS AND WARRANTIES. To induce the Bank to enter into this
Fourth Amendment, the Company affirms that the representations and warranties
contained in the Original Agreement are correct as of the date of this Fourth
Amendment, except that (i) they shall be deemed also to refer to this Fourth
Amendment, as well as all documents named herein, and (ii) Section 5.d shall be
deemed also to refer to the most recent audited and unaudited financial
statements of the Company furnished to the Bank.
3. EVENTS OF DEFAULT. The Company certifies that no Event of Default or
Unmatured Event of Default under the Original Agreement, as amended by this
Fourth Amendment, has occurred and is continuing as of the execution date of
this Fourth Amendment.
4. CLOSING DOCUMENTS. As conditions precedent to the effectiveness of
this Fourth Amendment, the Bank shall first receive the following
contemporaneously with the execution and delivery of this Fourth Amendment, each
duly executed, dated and in form and substance satisfactory to the Bank:
A. A certified copy of the resolutions of the Board of Directors of the
Company, authorizing the execution, performance and delivery of this
Fourth Amendment and the other documents named herein; and
B. Such other documents as are reasonably required by the Bank.
5. EFFECT OF FOURTH AMENDMENT. Except as amended in this Fourth
Amendment, all of the terms and conditions of the Original Agreement shall
continue unchanged and in full force and effect together with this Fourth
Amendment.
IN WITNESS WHEREOF, the Company and the Bank, by their respective duly
authorized officers, have executed and delivered in Indiana this Fourth
Amendment to Amended and Restated Credit Agreement on this 20th day of
September, 1995, but with effect as of August 15, 1995.
DMI FURNITURE, INC.
By:/s/Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Chief Financial
Officer
BANK ONE, INDIANAPOLIS, NA
By:/s/X. Xxxxx Quiesser
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X. Xxxxx Quiesser, Vice President
