Exhibit 10.01
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated June 15,
2005, is effective as of August 29, 2005, and is by and among XXXXXXX FURNITURE
COMPANY, INC., a Delaware corporation (the "Borrower"); and WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association and successor to SouthTrust
Bank, an Alabama banking corporation (the "Lender").
RECITALS
The Lender has made a certain credit facility (the "Loan") available to the
Borrower pursuant to the terms and conditions contained in that certain Credit
Agreement dated as of August 29, 2003 between the Borrower and the Lender (as
amended by that certain First amendment to Credit Agreement dated as of April
23, 2004, the "Credit Agreement").
In accordance with Section 2.12 of the Credit Agreement, the Borrower has
submitted to the Bank, and the Bank has received, a timely request that the
Lender extend the Date of Maturity (as defined in the Credit Agreement) to
August 29, 2007.
The Lender has agreed to extend the Date of Maturity in accordance with said
request and the terms of this Amendment.
NOW, THEREFORE, the Borrower and the Lender hereby agree as follows:
1. Pursuant to the terms of Section 2.12 of the Credit Agreement, the Lender has
agreed to extend the Date of Maturity of the Loan by 12 months. The maturity
date of the Loan, and the definition of "Date of Maturity" in the Credit
Agreement, are hereby changed to August 29, 2007.
2. The Credit Agreement is hereby further amended as follows:
(a) Section 2.6(a) is hereby replaced in its entirety with the
following:
(a) During the Revolving Credit Period, the Borrower shall pay
to the Bank a commitment fee as follows:
(i) From the Effective Date to but excluding October
1, 2005, at the rate of ten and one-half (10.5) basis points per annum
on the average daily unused portion of the Commitment for each calendar
quarter; and thereafter,
(ii) at the following rate:
(A) fifteen (15) basis points per annum on
the average daily unused portion of the Commitment for each calendar
quarter, if the average daily unused portion of the Commitment for
said quarter is greater than 80% of the amount of the Commitment; and
(B) twelve and one-half (12.5) basis points
per annum on the average daily unused portion of the Commitment for
each calendar quarter, if the average daily unused portion of the
Commitment for said quarter is 80% or less of the amount of the
Commitment.
As used herein, "unused portion of the Commitment" means, for any day,
the amount of the Commitment minus the Revolving Loan Balance for such
day; and "average daily" means, for any calendar quarter, the sum of
each day's unused portion of the Commitment, divided by the number of
days in said calendar quarter. Such commitment fee shall be payable on
the fifth day of each calendar quarter in arrears.
(b) Section 2.9 is hereby replaced in its entirety with the
following:
Section 2.9. General Provisions as to Payments. This Section
2.9 applies to payments of principal, interest and fees due hereunder
other than payments made pursuant to the Auto-Borrow Documents. The
Borrower hereby authorizes and directs the Bank to debit its account
number 00000000 with SouthTrust Bank for each such payment as and when
said payment is due. Whenever any payment of principal of, or interest
on, the Prime Advances or of the commitment fee shall be due on a day
which is not a Domestic Business Day, the date for payment thereof
shall be extended to the next succeeding Domestic Business Day.
Whenever any payment of principal of, or interest on, the Euro-Dollar
Advances shall be due on a day which is not a Euro-Dollar Business Day,
the date for payment thereof shall be extended to the next succeeding
Euro-Dollar Business Day. If the date for any payment of principal of
is extended by operation of law or otherwise, interest thereon shall be
payable for such extended time.
3. This Amendment shall be deemed to be a contract made under, and for all
purposes shall be construed in accordance with, the laws of the Commonwealth of
Virginia.
4. The Borrower hereby acknowledges and agrees that, as of the date hereof, the
unpaid principal balance of the Loan is $0.00 and that there are no set-offs or
defenses against the Credit Agreement or the Note (as defined in the Credit
Agreement). The parties to this Amendment do not intend that this Amendment be
construed as a novation of the Note or the Credit Agreement. Except as hereby
expressly extended and modified, the Note and Credit Agreement shall otherwise
be unchanged, shall remain in full force and effect, and are hereby expressly
approved, ratified and confirmed.
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. [SEAL]
By: /s/Xxxxxxx X. Xxxxx
Name:Xxxxxxx X. Xxxxx
Title:Executive VP - Finance and Administration
WACHOVIA BANK, NATIONAL ASSOCIATION [SEAL]
By:/s/Xxxxxxxx X. Xxxxxxx
Name:Xxxxxxxx X. Xxxxxxx
Title:Vice President
