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Exhibit 10.21
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment ("Amendment") is made as of the ____ day of July, 2000,
but with effect as of June 30, 2000 ("Effective Date"), by and between DMI
FURNITURE, INC., a Delaware corporation (the "Company") and BANK ONE, INDIANA,
N.A. (the "Bank").
WHEREAS, the Company and the Bank entered into an Amended and Restated
Credit Agreement dated October 3. 1997, as amended from time to time,
(collectively "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as set forth
below:
NOW, THEREFORE, the parties hereto agree as follows:
1. Capitalized terms not defined herein shall have the meaning ascribed
in the Agreement.
2. ACCOUNTING TERMS - DEFINITIONS. The definition of "Maximum
Availability" under Section 1.01 of the Agreement is hereby amended and restated
in its entirety to read as follows:
"MAXIMUM AVAILABILITY" means, subject to the terms of Section
2.06: (i) from and after the Seventh Amendment Effective Date
to and including November 30, 2000, $28,000,000.00; and (ii)
from and after December 1, 2000 until the Scheduled Revolving
Loan Maturity Date, $20,000,000.00.
3. WAIVER. The Bank hereby waives the remedies available to the Bank on
account of the violation of Section 6.0l(g)(3), bearing the heading Ratio of
Total Funded Debt to EBITDA under the Affirmative and Negative Covenants of
Borrower section of the Agreement, with respect to the Company's failure to meet
this Ratio at May 27, 2000, and continuing through September 1, 2000.
4. The Company represents and warrants that (a) the representations and
warranties contained in the Agreement are true and correct in all material
respects as of the date of this Amendment, (b) no condition, act or event which
could constitute an Event of Default under the Agreement exists, and (c) no
condition, event, act or omission has occurred, which, with the giving of notice
or passage of time, would constitute an Event of Default under the Agreement.
5. The Company agrees to pay all fees and out-of-pocket disbursements
incurred by the Bank in connection with this Amendment, including legal fees
incurred by the Bank in the preparation, consummation, administration and
enforcement of this Amendment.
6. This Amendment shall become effective only after it is fully
executed by the Company and the Bank, and the Bank shall have received from the
Company the following documents:
(a) Seventh Amendment to Amended and Restated Credit Agreement; and
(b) Promissory Note Modification Agreement
Except as amended by this Amendment, the Agreement shall remain in full force
and effect in accordance with its terms.
7. This Amendment is a modification only and not a novation. Except for
the above-quoted modification(s), the Agreement, any agreement or security
document, and all the terms and conditions thereof, shall be and remain in full
force and effect with the changes herein deemed to be incorporated therein. This
Amendment is to be considered attached to theAgreement and made a part thereof.
This
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Amendment shall not release or affect the liability of any guarantor,
surety or endorser of the Agreement or release any owner of collateral securing
the Agreement. The validity, priority and enforceability of the Agreement shall
not be impaired hereby. To the extent that any provision of this Amendment
conflicts with any term or condition set forth in the Agreement, or any
agreement or security document executed in conjunction therewith, the provisions
of this Amendment shall supersede and control. Company acknowledges that as of
the date of this Amendment it has no offsets with respect to all amounts owed by
Company to Bank and Company waives and releases all claims which it may have
against Bank arising under the Agreement on or prior to the date of this
Amendment.
8. The Company acknowledges and agrees that this Amendment is limited
to the terms outlined above, and shall not be construed as an amendment of any
other terms or provisions of the Agreement; The Company hereby specifically
ratifies and affirms the terms and provisions of the Agreement. Company releases
Bank from any and all claims which may have arisen, known or unknown, in
connection with the Agreement on or prior to the date hereof. This Amendment
shall not establish a course of dealing or be construed as evidence of any
willingness on the Bank's part to grant other or future amendments, should any
be requested.
IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the day and year first above written.
BANK ONE, INDIANA, N.A. DMI FURNITURE, INC.
By: By:
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Xxxxxx X. Xxxxxxxx, Vice President Xxxxxx X. Xxxx, Chief Financial
Officer
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ACKNOWLEDGMENT AND AGREEMENT BY GUARANTOR AND/OR OWNER
OF COLLATERAL SECURING THE PROMISSORY NOTE.
The undersigned (i) consent to the modification of the Agreement and all other
matters in the foregoing Amendment and, if a guarantor (ii) reaffirm the
Guaranty Agreement, dated June 9, 1994 and any other agreements, documents and
instruments securing or otherwise relating thereto ("Guarantor Documents"),
(iii) acknowledge that the Guarantor Documents continue in full force and
effect, remain unchanged, except as specifically modified hereby, and are valid,
binding and enforceable in accordance with their respective terms, (iv) agree
that all references, if any, in the Guarantor Documents to the Agreement are
modified to refer to that document as modified by the Amendment, and (v) agree
to be bound by the release of Bank set forth in the Amendment.
DMI MANAGEMENT, INC.
By:
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Xxxxxx X. Xxxx, CFO
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