Exhibit 10.31
EIGHTH AMENDMENT TO SECOND AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT
FACILITY dated as of December 18, 2001 (the "Eighth Amendment") is by and
between
XXXXXXX 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, a Second Amendment to
Second Amended and Restated Credit Agreement dated as of October 14, 1996, a
Third Amendment to Second Amended and Restated Credit Agreement dated as of June
24, 1997, a Fourth Amendment to Second Amended and Restated Revolving Credit
Agreement dated as of February 24, 1998, a Fifth Amendment to Second Amended and
Restated Revolving Credit Agreement dated as of March 10, 1999, a Sixth
Amendment to Second Amended and Restated Revolving Credit Agreement dated as of
March 30, 2000 and a Seventh Amendment to Second Amended and Restated Revolving
Credit Agreement dated as of March 31, 2000 (as amended, the "Loan Agreement").
B. The Borrower has requested that the Lender make certain changes to the Loan
Agreement.
C. 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 in the following respects:
1. Section 7.01(d) is amended to read as follows:
"(d) Annual Projections. As soon as
practical and in any event by December 31 of each
year, deliver to the Lender internally prepared
operating and cash flow projections for the Borrower
for the succeeding fiscal year, prepared in a form
satisfactory to the Lender; provided, however, the
operating and cash flow projections for fiscal year
2002 may be submitted on or before February 15, 2002
instead of on December 31, 2001."
2. Section 8.01(b)(c) is amended by replacing the amount "$500,000" with
the amount of "$15,000,000".
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 Eighth Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original.
D. This Eighth 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.
XXXXXXX FURNITURE COMPANY, INC.
ATTEST
By /s/Xxxxx X. Xxxxxx By /s/Xxxxxxx X. Xxxxx
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Title Treaurer Title EVP - Finance and Administration
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(CORPORATE SEAL)
NATIONAL BANK OF CANADA
By /s/Xxxx Xxxxxxx
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Title Vice President and Manager
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By
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Title
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