Exhibit 10.1e  




AMENDMENT AND CONSENT
NO. 5  



        This
AMENDMENT AND CONSENT NO. 5, dated as of September 16, 2005
(“Amendment”), is entered into by and among O’SULLIVAN INDUSTRIES,
INC., a Delaware corporation (“OSI”), O’SULLIVAN FURNITURE FACTORY
OUTLET, INC., a Missouri corporation (“OSF”), O’SULLIVAN INDUSTRIES
– VIRGINIA, INC., a Virginia corporation (“OSV” and together with
OSF and OSI, each a “Borrower” and collectively and jointly and
severally, the “Borrowers”), O’SULLIVAN INDUSTRIES HOLDINGS, INC., a
Delaware corporation (“Holdings”), O’SULLIVAN INDUSTRIES UK LTD., an
entity formed under the laws of England and Wales (“OSI-UK”), the persons
designated as “Lenders” on the signature pages hereto, and GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation, as agent (the “Agent”). 



        WHEREAS,
Borrowers, Holdings, the Lenders (as defined therein) and Agent are party to the Credit
Agreement, dated as of September 29, 2003, as amended by Amendment No. 1 thereto, dated as
of October 29, 2003, and Amendment and Consent No. 2, dated as of May 5, 2004, and
Amendment and Consent No. 3, dated as of August 17, 2005, and Amendment and Consent No. 4,
dated as of August 22, 2005 (including all annexes, exhibits and schedules thereto, the
“Credit Agreement”; all capitalized terms defined in the Credit Agreement
and not otherwise defined herein have the meanings assigned to them in the Credit
Agreement or in Annex A thereto); 



        WHEREAS,
OSI desires to form OSI-UK as a wholly-owned subsidiary for the purpose of entering into
the UK Lease (as hereinafter defined) that would be guaranteed by OSI; 



        WHEREAS,
Section 3.13 of the Credit Agreement prohibits the creation of a new subsidiary by
OSI, Section 2.6 of the Credit Agreement prohibits any Credit Party from entering
into a new real property lease without the prior written consent of Agent or the receipt
of a satisfactory landlord agreement, and Section 3.4 of the Credit Agreement
limits the ability of OSI to guarantee the UK Lease; 



        WHEREAS,
Borrowers and Requisite Lenders, subject to Section 4 hereof, wish to amend the
Credit Agreement in the manner set forth below; 



        NOW,
THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, Borrowers, Credit Parties, Requisite Lenders and Agent agree as follows: 




SECTION 1.
AMENDMENT  


        Subject
to the satisfaction of the conditions to effectiveness referred to in Section 3 hereof: 


        
(a)       Section 2.8(c) of the Credit Agreement is hereby amended
by inserting at the end thereof the following:  




	  	
“Upon
execution of Amendment and Consent No. 5 to the Credit Agreement by OSI-UK, OSI-UK shall
become a Credit Party to the Credit Agreement and upon becoming a Credit Party, OSI-UK
absolutely and unconditionally guarantees to Agent and Lenders and their respective
successors and assigns, the full and prompt payment (whether at stated maturity, by
acceleration or otherwise) and performance of all Obligations owed or hereafter owing to
Agent and Lenders by the Borrowers. OSI-UK further agrees to execute such additional documents as








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Agent may request from time to time to evidence the guaranty
provided hereunder and to grant Agent, for the benefit of Agent and Lenders, a security
interest in the real, personal and mixed property of OSI-UK pursuant to this section
(provided that this provision shall not be construed to constitute consent by the Agent or
any of the Lenders to OSI-UK acquiring any assets other than those that are expressly
permitted by this Credit Agreement).” 





        
(b)       Section 3.4of the Credit Agreement is hereby
amended by inserting at the end thereof a new Section 3.4(j) to read as follows: “
 



	  	
“(j)   those obligations of OSI arising from the guaranty given by OSI under
the terms of the UK Lease.” 





        
(c)       Section 3.13of the Credit Agreement is hereby
amended by adding the following sentence to the end of Section 3.13:




	  	
“Notwithstanding the foregoing, OSI shall be permitted to form a wholly-owned subsidiary
formed under the laws of England and Wales to be known as O’Sullivan Industries UK Ltd.” 





        
(d)       Section 3of the Credit Agreement is hereby
amended by inserting at the end thereof new Section 3.22 to read as follows:




	  	
“3.22 OSI-UK Operations. Except for the rights accruing to OSI-UK under the UK Lease,
OSI-UK shall not, and no Credit Party shall require OSI-UK to, possess any assets aggregating more
than £100. OSI-UK shall not (i) have any employees other than such officers as may be required
by applicable law, (ii) enter into any contracts other than the UK Lease, nor (iii) conduct any
business activity other than to fulfill its obligations under the UK Lease.” 






        
(e)       Annex A to the Credit Agreement is hereby amended by adding
thereto the following definition of “UK Lease” in appropriate alphabetical order:





	  	
          
UK Lease” shall mean the lease agreement, and related documents, attached as Exhibit
A to Amendment and Consent No. 5 to the Credit Agreement by and between Unifine F & BI
UK Holding Limited, as landlord, OSI-UK, as tenant, and by OSI, as guarantor. 






        
(f)       Annex A to the Credit Agreement is hereby amended by adding
thereto the following definition of “UK Property” in appropriate alphabetical order:





	  	
          
UK Property” shall mean the premises that are the subject of the UK Lease.










SECTION 2. 
CONSENT  



        Effective
as of the Effective Date, the Agent and the Requisite Lenders hereby consent, pursuant to
Section 2.6 of the Credit Agreement, to the execution of the UK Lease by OSI-UK, as
tenant under the UK Lease, and by OSI, as guarantor of the obligations of OSI-UK under the
UK Lease. The consent provided hereunder is subject to the right of Agent, at any time
after the Effective Date, to (i) request that OSI and OSI-UK obtain a satisfactory
landlord agreement with respect to the UK Lease or (ii) exclude from the
Borrowing Base any Eligible Inventory located at the UK Property or establish Reserves
acceptable to Agent.




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SECTION 3.

CONDITIONS TO EFFECTIVENESS 




        This
Amendment shall become effective on the date (the “Effective Date”) that
the following conditions shall have been satisfied: 



        
(a)       Agent shall have received one or more counterparts of this
Amendment executed and delivered by Borrowers, Holdings, OSI-UK, Agent, and the Requisite Lenders;
and



        
(b)       Agent shall have received a copy of the certificate of
incorporation and the articles of incorporation and by-laws of OSI-UK.






SECTION 4. 

LIMITATION ON SCOPE




        Except
as expressly amended hereby, all of the representations, warranties, terms, covenants and
conditions of the Loan Documents shall remain in full force and effect in accordance with
their respective terms. The amendment and consent set forth herein shall be limited
precisely as provided for herein and shall not be deemed to be a waiver of, amendment of,
consent to or modification of any term or provision of the Loan Documents or any other
document or instrument referred to therein or of any transaction or further or future
action on the part of Borrowers or any other Credit Party requiring the consent of Agent
or Lenders except to the extent specifically provided for herein. Agent and Lenders have
not and shall not be deemed to have waived any of their respective rights and remedies
against Borrowers or any other Credit Party for any existing or future Defaults or Event
of Default. 




SECTION 5. 

MISCELLANEOUS



        
(a)       Borrowers hereby represent and
warrant as follows: 








          		
         (i)       
This Amendment has been duly authorized and executed by Borrowers and each other Credit Party, and
the Credit Agreement, as amended by this Amendment, is the legal, valid and binding obligation of
Borrowers and each other Credit Party that is a party thereto, enforceable in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy, moratorium and
similar laws affecting the rights of creditors in general; and 







          		
         (ii)       
Borrowers repeat and restate the representations and warranties of Borrowers contained in the Credit
Agreement (other than those set forth in Sections 5.2 and 5.9 thereof) as of the date of this Amendment
and as of the Effective Date, except to the extent such representations and warranties relate to a
specific date; provided, however, Borrowers make no representation or warranty under Section 5.19 of
the Credit Agreement regarding their performance of Contractual Obligations to the extent such
Contractual Obligations refer to the Borrowers’ failure to pay interest on the Senior Notes due
on July 15, 2005. 






        
(b)       This Amendment is being delivered in the State of New York. 








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(c)       Borrowers and the other Credit Parties hereby ratify and
confirm the Credit Agreement as amended hereby, and agree that, as amended hereby, the Credit
Agreement remains in full force and effect. 



        
(d)       Borrowers and the other Credit Parties agree that all Loan
Documents to which each such Person is a party remain in full force and effect notwithstanding the
execution and delivery of this Amendment.  




        
(e)       This Amendment may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be deemed an original, but
all of which counterparts together shall constitute but one and the same instrument. 



        
(f)       All references in the Loan Documents to the “Credit
Agreement” and in the Credit Agreement as amended hereby to “this Agreement,”
“hereof,” “herein” or the like shall mean and refer to the Credit Agreement as
amended by this Amendment (as well as by all subsequent waivers, amendments, restatements, modifications
and supplements thereto). 





        
(g)       Each of the following provisions of the Credit Agreement
is hereby incorporated herein by this reference with the same effect as though set forth in its
entirety herein, mutatis mutandis, and as if “this Agreement” in any such provision
read “this Amendment”: Section 9.3 (Notices), Section 9.6, (Severability),
Section 9.8  (Headings), Section 9.9 (Applicable Law), Section 9.12 (Construction),
Section 9.15  (Waiver of Jury Trial) and Section 9.17 (Entire Agreement). 






[SIGNATURE PAGES FOLLOW]














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WITNESS the due execution hereof by
the respective duly authorized officers of the undersigned as of the date first written
above.  



	  	BORROWERS:
	  	 
	 	
O'SULLIVAN INDUSTRIES, INC.
 as a Borrower  
	 	 
	   
           By:       	

          
          
/s/ Rick A. Walters

          
         
  
	   
         Name:       	

            
           
Rick A. Walters

          
           
  
	   
  Title:       	

          
            

CFO
  
          
        
 



	  	 
	 	
O'SULLIVAN FURNITURE FACTORY OUTLET, INC.
 as a Borrower  
	 	 
	   
           By:       	

          
          
/s/ Rick A. Walters

          
         
  
	   
         Name:       	

            
           
Rick A. Walters

          
           
  
	   
  Title:       	

          
            

CFO
  
          
        
 





	  	 
	 	
O'SULLIVAN INDUSTRIES - VIRGINIA, INC.
 as a Borrower  
	 	 
	   
           By:       	

          
          
/s/ Rick A. Walters

          
         
  
	   
         Name:       	

            
           
Rick A. Walters

          
           
  
	   
  Title:       	

          
            

CFO
  
          
        
 
	 	 
	 	 



	  	CREDIT PARTIES:
	  	 
	 	
O'SULLIVAN INDUSTRIES HOLDINGS, INC.
   
	 	 
	   
           By:       	

          
          
/s/ Rick A. Walters

          
         
  
	   
         Name:       	

            
           
Rick A. Walters

          
           
  
	   
  Title:       	

          
            

 CFO
  
          
        
 



	  	 
	 	
O'SULLIVAN INDUSTRIES UK LTD.
   
	 	 
	   
           By:       	

          
          
/s/ Andrew Dunkley

          
         
  
	   
         Name:       	

            
           
Andrew Dunkley

          
           
  
	   
  Title:       	

          
            

Director
  
          
        
 
	 	 
	 	 



	  	AGENT AND LENDERS:
	  	 
	 	
GENERAL ELECTRIC CAPITAL CORPORATION,
 as Agent and a Lender  
	 	 
	   
           By:       	

          
          
/s/ Kyle S. Middleton

          
         
  
	   
         Name:       	

            
           
Kyle S. Middleton

          
           
  
	   
  Title:       	

          
            

Duly Authorized Signature