Amendment No. 6 to Credit Agreement among O'Sullivan Industries, Inc., Affiliates, Lenders, and GE Capital

Exhibit 10.1f

        This AMENDMENT NO. 6, dated as of October 4, 2005 (“Amendment”), is entered into by and among O’SULLIVAN INDUSTRIES, INC., a Delaware corporation (“OSI”), O’SULLIVAN FURNITURE FACTORY OUTLET, INC., a Missouri corporation (“OSF”), O’SULLIVAN INDUSTRIES – VIRGINIA, INC., a Virginia corporation (“OSV” and together with OSF and OSI, each a “Borrower” and collectively and jointly and severally, the “Borrowers”), O’SULLIVAN INDUSTRIES HOLDINGS, INC., a Delaware corporation (“Holdings”), the persons designated as “Lenders” on the signature pages hereto, and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent (the “Agent”).

        WHEREAS, Borrowers, Holdings, the Lenders (as defined therein) and Agent are party to the Credit Agreement, dated as of September 29, 2003, as amended by Amendment No. 1 thereto, dated as of October 29, 2003, and Amendment and Consent No. 2, dated as of May 5, 2004, and Amendment and Consent No. 3, dated as of August 17, 2005, Amendment No. 4, dated as of August 22, 2005, and Amendment and Consent No. 5 dated as of September 16, 2005 (including all annexes, exhibits and schedules thereto, the “Credit Agreement”; all capitalized terms defined in the Credit Agreement and not otherwise defined herein have the meanings assigned to them in the Credit Agreement or in Annex A thereto);

        WHEREAS, Borrowers and Requisite Lenders, subject to Section 3 hereof, wish to amend the Credit Agreement in the manner set forth below;

        NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Borrowers, Credit Parties, Requisite Lenders and Agent agree as follows:

        Subject to the satisfaction of the conditions to effectiveness referred to in Section 2 hereof:

(a)     Section 2.15(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(b)     Section 7.2(a) of the Credit Agreement is hereby amended by deleting the following provision that occurs at the end of such subsection:

        and inserting in lieu therof the following:

        This Amendment shall become effective on the date (the “Effective Date”) that Agent shall have received one or more counterparts of this Amendment executed and delivered by Borrowers, Holdings, Agent and the Requisite Lenders;

        Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain in full force and effect in accordance with their respective terms. The amendment and consent set forth herein shall be limited precisely as provided for herein and shall not be deemed to be a waiver of, amendment of, consent to or modification of any term or provision of the Loan Documents or any other document or instrument referred to therein or of any transaction or further or future action on the part of Borrowers or any other Credit Party requiring the consent of Agent or Lenders except to the extent specifically provided for herein. Agent and Lenders have not and shall not be deemed to have waived any of their respective rights and remedies against Borrowers or any other Credit Party for any existing or future Defaults or Event of Default.

WITNESS the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above.