Exhibit 10.8
AMENDMENT NO. 5 TO THE SEVENTH AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT
This AMENDMENT NO. 5 TO THE SEVENTH AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (together with all exhibits and schedules attached hereto, this
"Amendment") is entered into this 3rd day of June, 2004 by and among FLEET
RETAIL GROUP, INC. ("Fleet"), a Delaware corporation, individually as a Lender
and as Agent ("Agent") for itself and any other financial institution which is
or becomes a party thereto (each such financial institution, including FLEET, is
referred to hereinafter individually as a "Lender" and collectively as the
"Lenders"), THE CIT GROUP/BUSINESS CREDIT, INC., individually as a Lender and as
Co-Administrative Agent, the other financial institutions party thereto as
Lenders, RESTORATION HARDWARE, INC., a Delaware corporation ("Lead Borrower")
and THE MICHAELS FURNITURE COMPANY, INC., a California corporation ("Michaels,"
together with the Lead Borrower, the "Borrowers") (each, an "Amendment Party"
and, collectively, the "Amendment Parties"), and is made with reference to the
following facts:
RECITALS
A.
WHEREAS, Borrowers, the Agent, the
Co-Administrative Agent and the Lenders (each a "Party" and, collectively, the
"Parties") have previously entered into that certain Seventh Amended and
Restated Loan and Security Agreement dated as of November 26, 2002, as amended
by a First Amendment dated as of April 28, 2003, an Amendment No. 2 dated as of
September 12, 2003, an Amendment No. 3 dated as of November 18, 2003, and as
further amended by an Amendment No. 4 dated as of March 15, 2004 (as amended,
modified or supplemented from time to time, the "Loan Agreement") and various
agreements and instruments collateral thereto (collectively with the Loan
Agreement, the "Loan Documents").
All capitalized terms used herein, unless
otherwise defined herein, shall have the meanings set forth in the Loan
Documents.
B.
WHEREAS, the Amendment Parties desire to
amend the Loan Agreement on the terms and subject to the conditions of this
Amendment.
NOW THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Amendment Parties agree as follows:
SECTION 1
AMENDMENTS TO LOAN AGREEMENT
1.1
THE LOAN AGREEMENT IS HEREBY AMENDED BY
DELETING ALL REFERENCES TO "FLEET CAPITAL CORPORATION, A RHODE ISLAND
CORPORATION" AND BY INSERTING "FLEET RETAIL GROUP, INC., A DELAWARE CORPORATION"
IN LIEU THEREOF; AND
1.2
SECTION 1 OF THE LOAN AGREEMENT IS HEREBY
AMENDED BY DELETING THE INTRODUCTORY PARAGRAPH THERETO IN ITS ENTIRETY AND BY
INSERTING THE FOLLOWING IN LIEU THEREOF:
Subject to the terms and conditions of, and in reliance upon the representations
and warranties made in, this Agreement and the other Loan Documents, Lenders
agree to make a Total Credit Facility of up to $100,000,000 (or such greater
amount as may be made available pursuant to Section 1.1A, below) available upon
Borrowers' request therefor, as follows:
1
1.3
SECTION 1 OF THE LOAN AGREEMENT IS HEREBY
FURTHER AMENDED BY INSERTING THE FOLLOWING TEXT AS A NEW SECTION 1.1A,
IMMEDIATELY BELOW THE TEXT OF SECTION 1.1