Exhibit 10.18
Execution Copy
THIRD OMNIBUS
AMENDMENT
This Third Omnibus Amendment, dated
as of February 24, 2005 (this “ Amendment ”), is
among ROWE FURNITURE, INC., a Virginia corporation (“ Rowe
Furniture ”), THE ROWE COMPANIES, a Nevada corporation
(“ Rowe Companies ”), ROWE PROPERTIES, INC., a
California corporation, STOREHOUSE, INC., a Georgia corporation,
ROWE DIVERSIFIED, INC., a Delaware corporation, and ROWE FURNITURE
WOOD PRODUCTS, INC. (formerly known as The Wexford Collection,
Inc.), a California corporation (“ Guarantors
”), ATLANTIC FINANCIAL GROUP, LTD., a Texas limited
partnership (the “ Lessor ”), certain financial
institutions parties hereto as a lender (individually, a “
Lender ” and collectively, the “ Lenders
”) and SUNTRUST BANK (as successor to Crestar Bank), a
Georgia banking corporation, as agent for the Lenders (in such
capacity, the “ Agent ”).
BACKGROUND
1. Rowe Furniture, the Guarantors,
The Mitchell Gold Co, (subsequently released from its obligations
thereunder), the Lessor, the Lenders and the Agent entered into
that certain Master Agreement, dated as of August 27, 1999,
as amended by the First Modification to Synthetic Lease Financing
Operative Documents, dated as of October 11, 2000, by the Omnibus
Amendment, dated as of May 15, 2002, and by the Second Omnibus
Amendment, dated as of December 1, 2003 (the “ Master
Agreement ”).
2. The parties hereto desire to
amend the Master Agreement and certain of the other Operative
Documents.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1 Definitions .
Capitalized terms used in this Amendment and not otherwise defined
herein shall have the meanings assigned thereto in the Master
Agreement
SECTION 2. Covenants From Fleet
Loan Agreement . The parties hereto hereby agree that the
covenants and continuing agreements set forth in Sections 9.2.9 and
9.3 of the Fleet Loan Agreement (as hereinafter defined), together
with the defined terms used therein, each as in effect on the date
hereof, are hereby incorporated by reference as if fully set forth
herein. In the event that the Fleet Loan Agreement is amended or
terminated after the date hereof, Rowe Furniture shall promptly
notify the Agent thereof in writing, which notice shall be
accompanied by the form of such amendment or of any replacement
loan or credit agreement, as applicable. If requested by the
Required Funding Parties, those portions of the amendment to, or
replacement of, the Fleet Loan Agreement as are designated by the
Required Funding Parties shall amend or replace the covenants
incorporated herein by reference. Unless amended or replaced
pursuant to the foregoing sentence, or otherwise with the written
agreement of the Required Funding Parties,
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Execution Copy
the covenants and definitions incorporated
herein by reference shall be those covenants and definitions as
they exist on the date of this Amendment, and shall continue as
such, notwithstanding any subsequent amendment or waiver thereof,
or any subsequent termination of the Fleet Loan
Agreement.
SECTION 3 Projections .
Notwithstanding any provision of the Master Agreement or the
Operative Documents to the contrary, the Lessee and the Guarantors
shall deliver to the Agent such financial projections and
forecasts, and supporting and related information, at times, and in
form and content, as required to be delivered pursuant to Section
9.1.5 of the Fleet Loan Agreement to the “Agent” and
“Lenders” thereunder.
SECTION 4 Definitions . The
definition of each of “ Applicable Margin ” and
“Fleet Loan Agreement” set forth in Appendix A
to the Master Agreement is hereby deleted, and the following shall
be substituted therefore, in appropriate alphabetical
order;
“ Applicable Margin
” means with respect to each day for each LIBOR Advance the
applicable percentage set forth below for the corresponding
Consolidated Leverage Ratio (as defined in the Fleet Loan
Agreement) as most recently determined based on Rowe
Companies’ most recent audited annual or unaudited quarterly
consolidated financial statements, tested each quarter on a rolling
four quarter basis:
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Applicable Margin for LIBOR
Advances
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Consolidated Leverage
Ratio
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Applicable Margin
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> 3.75
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4.00%
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£
3.75
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3.75%
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£
3.25
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3.50%
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£
2.75
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3.25%
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£
2.25
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3.00%
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£
1.75
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2.75%
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Notwithstanding the foregoing, unti