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EXHIBIT 10.18
AMENDMENT NUMBER FOUR
This AMENDMENT TO LOAN AGREEMENT ("Amendment") dated as of this
14th day of October, 1999, among FLEET CAPITAL CORPORATION, as Agent, the
financial institutions party to the Loan Agreement (as defined below) as
Lenders, and RESTORATION HARDWARE, INC. and THE MICHAELS FURNITURE COMPANY, INC.
(each a "Borrower" and collectively "Borrowers"), is made in reference to the
following facts:
A. Agent, Lenders and Borrowers have previously entered into that
certain Fourth Amended and Restated Loan and Security Agreement dated as of
April 30, 1998 (as amended, the "Loan Agreement") and various agreements and
instruments collateral thereto (collectively with the Loan Agreement, the "Loan
Documents"). All capitalized terms used herein, unless otherwise defined herein,
shall have the meanings set forth in the Loan Documents.
B. Without waiving any of Agent's or Lenders' rights and
remedies, Agent and Lenders are willing to amend the Loan Agreement on the terms
and subject to the conditions set forth in this Amendment. Borrowers are
entering into this Amendment with the understanding and agreement that, except
as specifically provided herein, none of Agent's or Lenders' rights or remedies
as set forth in the Loan Documents is being waived or modified by the terms of
this Amendment.
NOW THEREFORE, in consideration of the foregoing agreed upon
recitals and the terms and conditions hereof, the parties do hereby agree as
follows:
1. Section 1.4 of the Loan Agreement is amended as follows:
a) clause (b) is deleted in its entirety; and
b) the phrases "and Acquisition Line Loans" and "and, in
accordance with their respective Acquisition Line Commitments, to make
Acquisition Line Loans available" are deleted therefrom.
2. Subsection 2.1.1 of the Loan Agreement is amended by deleting
"Acquisition Line loans and" from the heading of the third column in such
subsection.
3. Subsection 3.1.3 of the Loan Agreement is amended by deleting
"and Acquisition Line loans requested pursuant to Section 1.4" therefrom.
4. Subsection 3.2.1 of the Loan Agreement is amended by deleting
"and the Acquisition Line loans" therefrom.
5. Certain definitions set forth in Appendix A - General
Definitions of the Loan Agreement are deleted or amended as set forth below:
(a) The definition of "Acquisition Line" is deleted.
(b) The definition of "Acquisition Line Commitment" is
deleted.
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(c) The definition of "Commitment" is amended in full to
read as follows:
"Commitment - collectively, the Restoration Commitment and
the Michael's Revolving Credit Commitment."
(d) The respective definitions of "Base Rate Loans",
"LIBOR Loans", "LIBOR Option", and "Restoration Commitment" are
amended by deleting "and Acquisition Line loans" therefrom.
(e) The definition of "Commitment" is amended by deleting
"or Acquisition Line loans" therefrom.
(f) The definition of "Restoration Borrowing Base" is
amended in full to read as follows:
"(j) Restoration Borrowing Base - as at any date of
determination thereof, an amount equal to the lesser of:
(i) $70,000,000; and
(ii) an amount equal to the sum of
(a) $35,000,000,
PLUS
(b) 65% of the value of
Restoration's Eligible Inventory at such date
in excess of $46,000,000, measured on the basis
of the weighted average cost method;
provided, that at no time may the aggregate outstanding
Revolving Credit Loans and Convertible Term Loans exceed
$70,000,000."
6. Annex 1 to the Loan Agreement is replaced with Annex 1
attached to this Amendment.
7. Except as amended by the terms herein, the Loan Documents
remain in full force and effect in accordance with their terms. If there is any
conflict between the terms and provisions of this Amendment and the Loan
Documents, the terms and provisions of this Amendment shall govern.
8. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
9. This Amendment shall be governed by and construed according to
the laws of the State of California.
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10. The Loan Documents, subject to the foregoing terms and
conditions provided by this Amendment, constitute the complete agreement of the
parties hereto with respect to the subject matters referred to herein and
supersede all prior or contemporaneous negotiations, promises, agreements, or
representations, all of which have become merged and finally integrated into the
Loan Documents and this Amendment.
11. Borrower agrees to pay, on demand, all attorneys' fees and
costs incurred in connection with the negotiation, documentation and execution
of this Amendment. If any legal action or proceeding shall be commenced at any
time by any party to this Amendment in connection with its interpretation or
enforcement, the prevailing party or parties in such action or proceeding shall
be entitled to reimbursement of its reasonable attorneys' fees and costs in
connection therewith, in addition to all other relief to which the prevailing
party or parties may be entitled.
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12. Except for the fee letter of even date herewith between Agent
and Borrower, and as provided in the preceding paragraph hereof, there shall be
no closing fees or charges payable by Borrower in connection with this
Amendment.
FLEET CAPITAL CORPORATION,
as Agent and Lender
By: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Its: SENIOR VICE PRESIDENT
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BANKBOSTON, N.A.,
as Lender
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Its: MANAGING DIRECTOR
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RESTORATION HARDWARE, INC.
By: ▇▇▇▇▇▇ ▇▇▇
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Its: SENIOR VICE PRESIDENT & CFO
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THE MICHAELS FURNITURE COMPANY, INC.
By: ▇▇▇▇▇▇ ▇▇▇
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Its: VICE PRESIDENT & CFO
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Annex 1
Addresses for Notices, Payment Accounts and Commitments of Lenders
COMMITMENT
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FLEET CAPITAL CORPORATION $50,000,000 Revolving Credit Loans
(Restoration)
$2,142,858 Revolving Credit Loans*
(Michael's)
$7,142,858 Convertible Term
Loan*
BANKBOSTON, N.A. $20,000,000 Revolving Credit Loans
(Restoration)
$857,142 Revolving Credit Loans*
(Michael's)
$2,857,142 Convertible Term
Loan*
Address for Notices
Fleet Capital Corporation BankBoston, N.A.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ Mail Stop 01-09-05
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Loan Administration Manager Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: _______________
Payment Account
Fleet National Bank, N.A. BankBoston, N.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ABA: ▇▇▇▇▇▇▇▇▇
ABA: ▇▇▇▇▇▇▇▇▇ Attn: Commercial Loan Services -
Account: 937-001-4304 Admin. 57
Re: Restoration Hardware, Inc. Re: Restoration Hardware, Inc.
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* NOTE: The aggregate Michael's Revolving Credit Commitment and aggregate
Convertible Term Loan Commitment are sublines of the aggregate $70,000,000
Restoration Revolving Credit Commitment.
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