[EXECUTION COPY]
AMENDMENT NO. 5
to
LOAN AND SECURITY AGREEMENT
dated as of July 12, 1996
THIS AMENDMENT NO. 5 dated as of October 1, 1997 is made by
XXXX FURNITURE, INC., a North Carolina corporation, AMERICAN FURNITURE COMPANY,
INCORPORATED, a Virginia corporation, XXXXXXX FURNITURE CO., a Mississippi
corporation, XXXXXXX-XXXXXX COMPANY, INC., a North Carolina corporation, XXXX
CONTRACT SALES CORPORATION, a North Carolina corporation, XXXX INTERNATIONAL
SALES CORP., a Barbados corporation, XXXX TRANSPORTATION, INC., a North Carolina
corporation, PENNSYLVANIA HOUSE, INC., a North Carolina corporation, XXXXXXX
FURNITURE, INC., a North Carolina corporation (the "Borrowers"), NATIONSBANK,
N.A., a national banking association ("NationsBank")), FLEET CAPITAL
CORPORATION, a Rhode Island corporation ("Fleet" and together with NationsBank,
the "Co-Agents"), the financial institutions parties to the Loan Agreement (as
hereinafter defined) from time to time (the "Lenders"), and NATIONSBANK as
administrative agent for the Lenders (the "Administrative Agent").
Preliminary Statements
The Borrowers, the Lenders, the Co-Agents and the
Administrative Agent are parties to a Loan and Security Agreement dated as of
July 12, 1996, as amended by Amendment No. 1 dated as of August 15, 1996,
Amendment No. 2 dated as of October 10, 1996, Amendment No. 3 dated as of
December 23, 1996 and Amendment No. 4 dated as of July 24, 1997 (said Agreement,
as so amended, the "Loan Agreement"; terms defined therein and not otherwise
defined herein being used herein as therein defined).
XXXX has requested, and the Lenders and the Administrative
Agent have agreed, upon and subject to all of the terms, conditions and
provisions of this Amendment, to reduce all Applicable Margins set forth in the
Loan Agreement.
Accordingly, in consideration of the Loan Agreement, the Loans
made by the Lenders and outstanding thereunder, the mutual promises hereinafter
set forth and other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendments to Loan Agreement. The Loan Agreement is
hereby amended, subject to the provisions of Section 2 hereof, by deleting
therefrom Annex B attached thereto and substituting therefor a new Annex B in
the form attached hereto as Exhibit 1.
Section 2. Effectiveness of Amendment. This Amendment shall
become effective as of the date hereof, on the date on which the Administrative
Agent shall have received this Amendment duly executed and delivered by each
Borrower and each Lender.
Section 3. Effect of Amendment. From and after the
effectiveness of this Amendment, all references in the Loan Agreement and in any
other Loan Document to "this Agreement," "the Loan Agreement," "hereunder,"
"hereof" and words of like import referring to the Loan Agreement, shall mean
and be references to the Loan Agreement as amended by this Amendment. Except as
expressly amended hereby, the Loan Agreement and all terms, conditions and
provisions thereof remain in full force and effect and are hereby ratified and
confirmed. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Administrative Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
Section 4. Counterpart Execution; Governing Law.
(a) Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement.
(b) Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Georgia.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
BORROWERS:
XXXX FURNITURE, INC.
By:___________________________
Xxxxxxx X. Xxxxxxxxx
Executive Vice President
AMERICAN FURNITURE COMPANY, INCORPORATED
By:___________________________
Xxxxxxx X. Xxxxxxxxx
Vice President
XXXXXXX FURNITURE CO.
By:___________________________
Xxxxxxx X. Xxxxxxxxx
Vice President
XXXXXXX-XXXXXX COMPANY, INC.
By:___________________________
Xxxxxxx X. Xxxxxxxxx
Vice President
XXXX CONTRACT SALES CORP.
By:___________________________
Xxxxxxx X. Xxxxxxxxx
Vice President
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PENNSYLVANIA HOUSE, INC.
By:___________________________
Xxxxxxx X. Xxxxxxxxx
Vice President
XXXXXXX FURNITURE, INC.
By:___________________________
Xxxxxxx X. Xxxxxxxxx
Vice President
XXXX TRANSPORTATION, INC.
By:___________________________
Xxxxxxx X. Xxxxxxxxx
President
XXXX INTERNATIONAL SALES CORP.
By:___________________________
Xxxxxxx X. Xxxxxxxxx
Vice President
AGENTS/LENDERS:
NATIONSBANK, N.A., as Administrative Agent,
a Co-Agent and as a Lender
By:___________________________
Xxxxxx X. Xxxxxxxx, Xx.
Vice President
FLEET CAPITAL CORPORATION, as a Co-Agent and
as a Lender
By: _________________________
Name:
Title:
BANKAMERICA BUSINESS CREDIT, INC.,
as a Lender
By:___________________________
Name:
Title:
THE CIT GROUP/BUSINESS CREDIT,
INC., as a Lender
By:___________________________
Name:
Title:
SANWA BUSINESS CREDIT CORPORATION,
as a Lender
By:___________________________
Name:
Title:
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BANKBOSTON, N.A., as a Lender
By:___________________________
Name:
Title:
CREDITANSTALT CORPORATE FINANCE, INC.,
as a Lender
By:___________________________
Name:
Title:
By:___________________________
Name:
Title:
BRANCH BANKING AND TRUST COMPANY,
as a Lender
By:___________________________
Name:
Title:
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