Exhibit 10.1
AMENDMENT NO. 6 TO THE SEVENTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This AMENDMENT NO. 6 TO THE SEVENTH AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (together with all exhibits and schedules attached hereto, this "Sixth
Amendment") dated as of July 29, 2005 among
RESTORATION HARDWARE, INC., a Delaware corporation, as Lead Borrower for the
Borrowers, being said RESTORATION HARDWARE, INC., and
THE MICHAELS FURNITURE COMPANY, INC., a California corporation; and
the LENDERS party hereto; and
FLEET RETAIL GROUP, LLC (f/k/a Fleet Retail Group, Inc.), as Agent for the
Lenders (the "Agent"), a Delaware limited liability company, having its
principal place of business at 40 Broad Street, Boston, Massachusetts 02109; and
THE CIT GROUP/BUSINESS CREDIT, INC., individually as a Lender and as
Co-Administrative Agent; and
WELLS FARGO RETAIL FINANCE, LLC, individually as a Lender and as Documentation
Agent;
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders, the Agent, and the Co-Administrative Agent
among others, have entered into a certain Seventh Amended and Restated Loan and
Security Agreement dated as of November 26, 2002 (as amended and in effect, the
"Credit Agreement"); and
WHEREAS, the Borrowers and the Lenders desire to increase the amount of the
Total Credit Facility to $150,000,000 and to add Wells Fargo Retail Finance, LLC
as a Lender and as Documentation Agent under the Credit Agreement; and
WHEREAS, the Borrowers and the Lenders desire to amend and modify certain terms
and provisions of the Credit Agreement as provided herein;
NOW THEREFORE, in consideration of the mutual promises and agreements herein
contained, the parties hereto hereby agree that the Credit Agreement is hereby
amended as follows:
1
1.
INCORPORATION OF TERMS AND CONDITIONS
OF CREDIT AGREEMENT.
ALL OF THE TERMS AND CONDITIONS OF THE CREDIT AGREEMENT
(INCLUDING, WITHOUT LIMITATION, ALL DEFINITIONS SET FORTH THEREIN) ARE
SPECIFICALLY INCORPORATED HEREIN BY REFERENCE.
ALL CAPITALIZED TERMS NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME MEANING AS IN THE CREDIT AGREEMENT.
2.
REPRESENTATIONS AND WARRANTIES.
EACH
BORROWER HEREBY REPRESENTS AND WARRANTS THAT (I) NO DEFAULT OR EVENT OF DEFAULT
EXISTS UNDER THE CREDIT AGREEMENT OR UNDER ANY OF THE OTHER LOAN DOCUMENTS, AND
(II) ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT AS OF THE DATE HEREOF (EXCEPT
INSOFAR AS SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER
DATE, IN WHICH CASE THEY ARE TRUE AND CORRECT AS OF SUCH EARLIER DATE).
3.
AMENDMENTS TO CREDIT AGREEMENT.
A.
AMENDMENTS TO SECTION 1 OF THE CREDIT
AGREEMENT.
THE PROVISIONS OF SECTION 1 OF THE CREDIT AGREEMENT ARE HEREBY
AMENDED AS FOLLOWS:
I.
THE INTRODUCTORY PARAGRAPH TO
SECTION 1 IS HEREBY AMENDED BY DELETING THE WORDS "$100,000,000 (OR SUCH GREATER
AMOUNT AS MAY BE MADE AVAILABLE PURSUANT TO SECTION 1.1A, BELOW)" AND
SUBSTITUTING THE NUMBER "$150,000,000" IN ITS STEAD.
II.
THE PROVISIONS OF SECTION 1.1A ARE
HEREBY DELETED