Amendment No. 2 to Loan and Security Agreement



 





Exhibit 10.1




AMENDMENT NO. 2




TO




LOAN AND SECURITY AGREEMENT




     AMENDMENT
NO. 2 (this “Amendment”), dated as of
September 13, 2004,
by and among BROWN JORDAN INTERNATIONAL, INC., a Florida corporation
(“BJI”), the other entities designated as a “Borrower” on the signature
pages hereto (together with BJI, each a “Borrower,” and collectively,
the “Borrowers”), each entity designated as a “Guarantor” on the
signature pages hereto (collectively, the “Guarantors”), WLFI Holdings,
Inc., a Florida corporation (“BJI Parent”), the financial institutions
set forth on the signature pages hereto (each a “Lender” and
collectively, the “Lenders”) and GMAC COMMERCIAL FINANCE LLC, as agent
for Lenders (in such capacity, the “Agent”).



BACKGROUND




     Borrowers, Guarantors, BJI Parent, Agent and Lenders are parties to a Loan
and Security Agreement dated as of March 31, 2004 (as amended, restated,
supplemented or otherwise modified from time to time, the “Loan
Agreement”) pursuant to which Agent and Lenders provide Borrowers with
certain financial accommodations.



     Borrowers have requested that Agent and Lenders amend the Loan Agreement
as set forth herein, and Agent and Lenders are willing to do so on the terms
and conditions hereafter set forth.



     NOW, THEREFORE, in consideration of any loan or advance or grant of credit
heretofore or hereafter made to or for the account of Borrowers by Agent and
Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:



     1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.



     2. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 3 below, the Loan Agreement is hereby
amended as follows:




     (a) Section 6.8 of the Loan Agreement is amended and restated in its
entirety as follows:




     6.8. Financial Covenant.




     (a) Fixed Charge Coverage Ratio. On and after December
31, 2004, maintain a Fixed Charge Coverage Ratio of at least 1.0 to
1.0 for the Loan Parties on a Consolidated Basis as of the end of
each month for the twelve (12) consecutive months ending on such
date; provided, however, that Loan Parties shall only
be required to comply with the foregoing Fixed Charge Coverage
Ratio



 









 






     covenant if Undrawn Availability was less than $9,000,000 for
three (3) consecutive Business Days during such month.



     3. Conditions of Effectiveness. This Amendment shall become
effective upon satisfaction of the following conditions precedent: Agent shall
have received (i) six (6) copies of this Amendment executed by each Loan Party,
the Required Lenders and Agent, (ii) an amendment fee in the amount of $30,000,
which shall be (x) charged to the Borrowers’ Account as a Revolving Advance,
(y) fully earned and non-refundable on the date of this Amendment, and (z)
shared equally by the Lenders who have executed this Amendment by the date of
effectiveness hereof, and (iii) all such other certificates, instruments,
documents, agreements and opinions of counsel as may be required by Agent or
its counsel, each of which shall be in form and substance satisfactory to Agent
and its counsel.



     4. Representations and Warranties. Each Loan Party hereby
represents and warrants as follows:




     (a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of the Loan Parties and
are enforceable against the Loan Parties in accordance with their
respective terms.




     (b) Upon the effectiveness of this Amendment, each Loan Party hereby
reaffirms all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and agree that
all such covenants, representations and warranties shall be deemed to
have been remade as of the effective date of this Amendment.




     (c) No Event of Default or Default has occurred and is continuing or
would exist after giving effect to this Amendment.




     (d) No Loan Party has any defense, counterclaim or offset with
respect to the Loan Agreement.



     5. Effect on the Loan Agreement.




     (a) Upon the effectiveness of Section 2 hereof, each reference in
the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or
words of like import shall mean and be a reference to the Loan Agreement as
amended hereby.




     (b) Except as specifically amended herein, the Loan Agreement, and all
other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.




     (c) The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of Agent or Lenders, nor
constitute a waiver of any provision of the Loan Agreement, or any other
documents, instruments or agreements executed and/or delivered under or in
connection therewith.



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     6. Governing Law. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns and shall be governed by and construed in accordance with the laws of
the State of New York.



     7. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose.



     8. Counterparts; Facsimile. This Amendment may be executed by the
parties hereto in one or more counterparts, each of which shall be deemed an
original and all of which when taken together shall constitute one and the same
agreement. Any signature delivered by a party by facsimile transmission shall
be deemed to be an original signature hereto.



[THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.]




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     IN WITNESS WHEREOF, this Amendment No. 2 has been duly executed as of the
date first written above.


	 	 	 	 	 
	 	BROWN JORDAN INTERNATIONAL, INC.,

as Borrowing Agent and as a Borrower

 	 
	 	By:  	/s/ John W. Frederick
 	 
	 	 	John W. Frederick, 	 
	 	 	Executive Vice President and
Chief Administrative Officer 	 
	 



	 	 	 	 	 
	 	BJ MEXICO IV, INC.

BJ MEXICO V, INC.

BROWN JORDAN COMPANY

CASUAL LIVING WORLDWIDE, INC.

CHARTER FURNITURE CORPORATION

LODGING BY LIBERTY, INC.

LOEWENSTEIN, INC.

POMPEII FURNITURE CO., INC.

SOUTHERN WOOD PRODUCTS, INC.

TEXACRAFT, INC.

TROPIC CRAFT, INC.

WABASH VALLEY MANUFACTURING, INC.

WINSTON FURNITURE COMPANY OF

ALABAMA, INC.

THE WOODSMITHS COMPANY,

as Borrowers

 	 
	 	By:  	/s/ John W. Frederick
 	 
	 	 	John W. Frederick, 	 
	 	 	Executive Vice President and
Chief Administrative Officer 	 




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	 	BJCLW HOLDINGS, INC.

BJI EMPLOYEES SERVICES, INC.

BJIP, INC.

WINSTON PROPERTIES, INC.,

as Guarantors

 	 
	 	By:  	/s/ John W. Frederick
 	 
	 	 	John W. Frederick, 	 
	 	 	Executive Vice President and
Chief Administrative Officer 	 
	 



	 	 	 	 	 
	 	WLFI HOLDINGS, INC.,

as a Loan Party

 	 
	 	By:  	/s/ John W. Frederick
 	 
	 	 	John W. Frederick, 	 
	 	 	Executive Vice President and
Chief Administrative Officer 	 



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	 	GMAC COMMERCIAL FINANCE LLC,

as a Lender, as Swingline Lender and as

Agent

 	 
	 	By:  	/s/ Robert J. Brandow
 	 
	 	 	Robert J. Brandow, 	 
	 	 	Director 	 
	 



	 	 	 	 	 
	 	MERRILL LYNCH CAPITAL, a division of

Merrill Lynch Business Financial Services, Inc., 

as a Lender

 	 
	 	By:  	/s/ Tara Wrobel
 	 
	 	 	Name:  	Tara Wrobel 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as a Lender

 	 
	 	By:  	/s/ Sherry Lail
 	 
	 	 	Name:  	Sherry Lail 	 
	 	 	Title:  	SVP 	 
	 




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