THE MANNER SET FORTH ABOVE, THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS SHALL REMAIN UNMODIFIED AND IN FULL FORCE AND EFFECT.
5.
NO CLAIMS; WAIVER.
EACH BORROWER
ACKNOWLEDGES, CONFIRMS AND AGREES THAT AS OF THE DATE HEREOF SUCH BORROWER HAS
NO KNOWLEDGE OF ANY OFFSETS, DEFENSES, CLAIMS OR COUNTERCLAIMS AGAINST THE AGENT
OR ANY LENDER WITH RESPECT TO, UNDER OR RELATING TO THE LOAN, THE LOAN
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED THEREIN.
6.
CONDITIONS TO EFFECTIVENESS.
THIS
SIXTH AMENDMENT SHALL NOT BE EFFECTIVE UNTIL EACH OF THE FOLLOWING CONDITIONS
PRECEDENT HAVE BEEN FULFILLED TO THE SATISFACTION OF THE AGENT:
A.
THIS SIXTH AMENDMENT SHALL HAVE BEEN
DULY EXECUTED AND DELIVERED BY THE BORROWERS, THE AGENT AND LENDERS.
THE AGENT
SHALL HAVE RECEIVED A FULLY EXECUTED COPY HEREOF AND OF EACH OTHER DOCUMENT
REQUIRED HEREUNDER.
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B.
ALL ACTION ON THE PART OF THE BORROWERS
NECESSARY FOR THE VALID EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWERS OF
THIS SIXTH AMENDMENT SHALL HAVE BEEN DULY AND EFFECTIVELY TAKEN.
THE AGENT
SHALL HAVE RECEIVED FROM THE BORROWERS TRUE COPIES OF THE RESOLUTIONS
AUTHORIZING THE TRANSACTIONS DESCRIBED HEREIN, EACH CERTIFIED BY THEIR SECRETARY
OR OTHER APPROPRIATE OFFICER TO BE TRUE AND COMPLETE.
C.
THE AGENT SHALL HAVE RECEIVED AN
OPINION OF COUNSEL TO THE BORROWERS IN FORM AND SUBSTANCE SATISFACTORY TO THE
AGENT AND ITS COUNSEL.
D.
THE BORROWERS SHALL HAVE PAID THE AGENT
ALL AMOUNTS DUE UNDER THE AMENDMENT TO THE FEE LETTER OF EVEN DATE HEREWITH.
E.
THE BORROWERS SHALL HAVE REIMBURSED THE
AGENT FOR ALL EXPENSES INCURRED IN CONNECTION HEREWITH, INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES.
F.
AFTER GIVING EFFECT TO THIS SIXTH
AMENDMENT, NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
G.
THE BORROWERS SHALL HAVE PROVIDED SUCH
ADDITIONAL INSTRUMENTS AND DOCUMENTS, AS THE AGENT AND ITS COUNSEL MAY HAVE
REASONABLY REQUESTED.
7.
BINDING AGREEMENT.
THE TERMS AND
PROVISIONS HEREOF SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES
HERETO AND THEIR HEIRS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
8.
MULTIPLE COUNTERPARTS.
THIS SIXTH
AMENDMENT MAY BE EXECUTED IN MULTIPLE COUNTERPARTS, EACH OF WHICH SHALL
CONSTITUTE AN ORIGINAL AND TOGETHER WHICH SHALL CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
9.
GOVERNING LAW; SEALED INSTRUMENT.
THIS
SIXTH AMENDMENT SHALL BE CONSTRUED, GOVERNED, AND ENFORCED PURSUANT TO THE LAWS
OF THE STATE OF CALIFORNIA.
10.
AMENDMENTS.
ALL REFERENCES TO THE CREDIT
AGREEMENT CONTAINED IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE
OTHER DOCUMENTS AND INSTRUMENTS DELIVERED PURSUANT TO OR IN CONNECTION THEREWITH
OR HEREWITH SHALL MEAN THE CREDIT AGREEMENT, AS AMENDED HEREBY AND AS MAY IN THE
FUTURE BE AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED FROM TIME TO TIME.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, this Sixth Amendment has been duly executed and delivered by
each of the parties hereto as of the date first above written.
RESTORATION HARDWARE, INC.
as Lead Borrower and Borrower
By:
Name:
Title:
THE MICHAELS FURNITURE
COMPANY INC.
as Borrower
By:
Name:
Title:
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FLEET