Exhibit 99.5
THIRD AMENDMENT TO SECOND AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT
This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
CREDIT FACILITY dated as of June 24, 1997 (the "Third Amendment")
is by and between
▇▇▇▇▇▇▇ 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 and a Second
Amendment to Second Amended and Restated Credit Agreement dated as
of October 14, 1996 (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 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, 1997 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."
2. The Lender acknowledges that Restricted Payments made
in accordance with Section 8.01(j) will not violate Section
8.01(f).
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 Third Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be
deemed an original.
D. This Third 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.
▇▇▇▇▇▇▇ FURNITURE COMPANY, INC.
ATTEST
By/s/R.▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
TitleAsst. Treas/Secretary TitleSr.V.P.-Finance & Administration
(CORPORATE SEAL)
NATIONAL BANK OF CANADA
By/s/CCollie
TitleVP & Mgr.
By/s/▇▇▇▇ ▇. Council,IV
TitleVice President
