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THIRD OMNIBUS AMENDMENT

Lease Agreement

THIRD OMNIBUS AMENDMENT | Document Parties: ROWE COMPANIES | ROWE FURNITURE, INC. | ROWE PROPERTIES, INC. | STOREHOUSE, INC. | ROWE FURNITURE WOOD PRODUCTS, INC.  | ATLANTIC FINANCIAL GROUP, LTD. | SUNTRUST BANK You are currently viewing:
This Lease Agreement involves

ROWE COMPANIES | ROWE FURNITURE, INC. | ROWE PROPERTIES, INC. | STOREHOUSE, INC. | ROWE FURNITURE WOOD PRODUCTS, INC. | ATLANTIC FINANCIAL GROUP, LTD. | SUNTRUST BANK

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Title: THIRD OMNIBUS AMENDMENT
Governing Law: Virginia     Date: 2/28/2005
Industry: Furniture and Fixtures    

THIRD OMNIBUS AMENDMENT, Parties: rowe companies , rowe furniture  inc. , rowe properties  inc. , storehouse  inc. , rowe furniture wood products  inc.  , atlantic financial group  ltd. , suntrust bank
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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,

 

1


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:

 

 

 

 

Applicable Margin for LIBOR Advances


 

Consolidated Leverage Ratio


 

 

Applicable Margin


 

> 3.75

 

4.00%

£ 3.75

 

3.75%

£ 3.25

 

3.50%

£ 2.75

 

3.25%

£ 2.25

 

3.00%

£ 1.75

 

2.75%

 

Notwithstanding the foregoing, unti


 
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