**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 Delawarecorporation, 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 bankingcorporation, 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 theFirst 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 “MasterAgreement”). 

 

2. The parties hereto desire to amendthe 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 themeanings 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 usedtherein, 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 theAgent 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 replacementof, 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 writtenagreement of the Required Funding Parties, 

 

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the covenants and definitions incorporated herein by reference shall be those covenants and definitions as they exist on the date of this Amendment, andshall 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 theGuarantors 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. 

 

SECTION4 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, inappropriate alphabetical order; 

 

“ApplicableMargin” 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 RoweCompanies’ 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, untilreceipt by the Agent of Rowe Companies’ audited financial statements for the 2005 fiscal year, the Applicable Margin shall be 4.00%. 

 

“Fleet Loan Agreement” means the Loan and Security Agreement, dated as of May 15, 2002, among The Rowe Companies, Rowe Diversified, Inc.,Rowe Furniture Wood Products, Inc., Rowe Properties, Inc., Storehouse, Inc., Rowe Furniture, Inc., The Mitchell Gold Co. (subsequently released from its obligations thereunder), the various financial institutions party thereto and Fleet CapitalCorporation, as Agent, as amended by that certain letter amendment dated as of June 17, 2002, the Second Amendment to Loan and Security Agreement dated October 10, 2002, the Third Amendment to Loan and Security Agreement dated February 28, 2003, theFourth Amendment to Loan and Security Agreement dated April 2, 2003, the Fifth Amendment to Loan and Security 

 

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Agreement dated as of November 30, 2003, the Sixth Amendment to Loan and Security Agreement dated as of September 23, 2004, and the Seventh Amendment to Loanand Security Agreement dated as of February 24, 2005. 

 

SECTION5 Modification Fee. The Lessee shall pay to the Agent, for its own account, a modification fee in the amount of $35,000 in immediately available funds on the date hereof, and all other costs and expenses incurred by the Agent in connectionwith the preparation, negotiation and execution of this Amendment, including without limitation, legal expenses of counsel to the Agent. 

 

SECTION 6 Document Deliveries. The Lessee shall deliver to the Agent the following, each of which shall be satisfactory in form and substance tothe Agent, as of the date of this Amendment: (i) the certificate the secretary or an assistant secretary of each of the Lessee and of the Guarantors certifying to the incumbency of the officers executing this Amendment and attaching resolutions ofeach of such Persons authorizing the execution and delivery hereof (ii) an opinion of counsel to the Lessee and the Guarantors, and (iii) a copy of the duly executed Seventh Amendment to Loan and Security Agreement dated as of February 24, 2005,among the Lessee, the Guarantors, the various financial institutions party thereto and Fleet Capital Corporation, as agent. 

 

SECTION 7 Reaffirmation of Guaranty. Each Guarantor represents, warrants and affirms that, after giving effect to this Amendment (i) the Guarantyremains in full force and effect and guaranties all of the payment and performance obligations of Rowe Furniture under the Operative Documents, and (ii) the Guaranty continues to be secured by the collateral pledged in connection therewith.

 

SECTION 8 Representations. The Lessee herebyrepresents, warrants and affirms that, after giving effect to this Amendment, (i) no Event of Default or Potential Event of Default has occurred and is continuing, (ii) the Operative Documents remain in full force and effect and (iii) the deeds oftrust executed by Rowe Furniture and dated May 15, 2001 with respect to properties in Christiansburg, Virginia, Salem, Virginia and Butler County, Missouri remain in full force and effect and secure all of the obligations of the Lessee under theOperative Documents. 

 

SECTION 9 Miscellaneous. ThisAmendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia. This Amendment may be executed by the parties hereto in separate counterparts (including by facsimile) each of which when so executed anddelivered shall be an original, but all such counterparts shall together constitute one and the same agreement. Each of the Master Agreement, the Lease and the Loan Agreement, as amended hereby, remains in full force and effect. Any reference to theMaster Agreement, the Lease or the Loan Agreement from and after the date hereof shall be deemed to refer to the Master Agreement, the Lease or the Loan Agreement, as the case may be, as amended hereby, unless otherwise expressly stated. RoweFurniture shall promptly pay, or shall reimburse the Agent for, all out-of-pocket costs and expenses incurred by the Agent in connection with this 

 

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Amendment, including, without limitation, reasonable legal fees and expenses, appraisal costs and environmental assessment fees and expenses. 

 

[signature pages follow] 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective dulyauthorized officers as of the year first above written. 

 

ROWE FURNITURE, INC., as Lessee

By:
 
/s/ Garry W. Angle

Name Printed:
 
Garry W. Angle

Title:
 
Asst. Secretary

THE ROWE COMPANIES, as a Guarantor

By:
 
/s/ Garry W. Angle

Name Printed:
 
Garry W. Angle

Title:
 
Vice President Treasury Mgmt.

ROWE PROPERTIES, INC., as a Guarantor

By:
 
/s/ Garry W. Angle

Name Printed:
 
Garry W. Angle

Title:
 
Asst. Secretary

STOREHOUSE, INC., as a Guarantor

By:
 
/s/ Garry W. Angle

Name Printed:
 
Garry W. Angle

Title:
 
Asst. Secretary

 

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ROWE DIVERSIFIED, INC., as a Guarantor

By:
 
/s/ Garry W. Angle

Name Printed:
 
Garry W. Angle

Title:
 
Treasurer
ROWE FURNITURE WOOD PRODUCTS, INC., as a Guarantor
By:
 
/s/ Garry W. Angle

Name Printed:
 
Garry W. Angle

Title:
 
Asst. Secretary

SUNTRUST BANK, as Lender and as Agent

By:
 
 

Name Printed:
 
 

Title:
 
 
ATLANTIC FINANCIAL GROUP, LTD., as Lessor
By:
 
Atlantic Financial Managers, Inc., its General Partner

By:
 
 

Name Printed:
 
 

Title:
 
 

 

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ROWE DIVERSIFIED, INC., as a Guarantor

By:
 
 

Name Printed:
 
 

Title:
 
 
ROWE FURNITURE WOOD PRODUCTS, INC., as a Guarantor
By:
 
 

Name Printed:
 
 

Title:
 
 

SUNTRUST BANK, as Lender and as Agent:

By:
 
/s/ George W. Coleman, Jr.

Name Printed:
 
GEORGE W. COLEMAN, JR.

Title:
 
SENIOR VICE PRESIDENT

ATLANTIC FINANCIAL GROUP, LTD.,

By:
 Atlantic financial Managers, Inc., its General Partner
By:
 
/s/ Stephen S. Brookshire

Name Printed:
 
Stephen S. Brookshire

Title:
 
President

 

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