DMI FURNITURE INC
EXHIBIT 10.A
<DOCUMENT>
<TYPE>EX-10.A
<SEQUENCE>2
<FILENAME>ex10-a.txt
<DESCRIPTION>EXHIBIT 10.A
<TEXT>

<PAGE>   1


FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

         This Amendment ("Amendment") is made as of the ______ day of February,
2000, (the "Agreement Date"), to be effective as of January 3, 2000, by and
between DMI FURNITURE, INC., a Delaware corporation (the "Company") and BANK
ONE, INDIANA, N.A. (the "Bank").

         WHEREAS, the Company and the Bank entered into Amended and Restated
Credit Agreement dated October 3, 1997, as amended (collectively, the
"Agreement"); and

         WHEREAS, the parties hereto desire to amend the Agreement as set forth
below:

         NOW, THEREFORE, the parties hereto agree as follows:

         1. Capitalized terms not defined herein shall have the meaning ascribed
in the Agreement.

         2. The following new definition is added to Section 1.01 of the
Agreement to read as follows:

"Fifth Amendment" means the Fifth Amendment to Amended and Restated Credit
Agreement, dated as of the Agreement Date, executed by the Company and the Bank.

         3. A new subsection (8) is added to Section 6.02(b) of the Agreement to
read as follows:

         (8) purchase money liens on inventory being imported by the Company,
securing the Company's obligations under commercial letters of credit issued by
National City Bank, Louisville, Kentucky, for the account of the Company in an
aggregate amount not to exceed $____________ at any one time outstanding.

         4. Section 6.02(m) of the Agreement is hereby amended and restated in
its entirety to read as follows:

                  (m) Additional Debt. The Company shall not create, incur,
assume or suffer to exist any Debt or liability on account of deposits or
advances or for borrowed money or for the deferred purchase price of any
property or services or for Capital Lease obligations, except those disclosed on
the Schedule of Exceptions, and except for Company's obligations under
commercial letters of credit issued by National City Bank, Louisville, Kentucky,
for the account of the Company to support inventory being imported by the
Company in an aggregate amount not to exceed $__________ at any one time
outstanding.

         5. The Company represents and warrants that (a) the representations and
warranties contained in the Agreement are true and correct in all material
respects as of the date of this Amendment, (b) no condition, act or event which
could constitute an Event of Default under the


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Agreement exists, and (c) no condition, event, act or omission has occurred,
which, with the giving of notice or passage of time, would constitute an Event
of Default under the Agreement.

         6. The Company agrees to pay all fees and out-of-pocket disbursements
incurred by the Bank in connection with this Amendment, including legal fees
incurred by the Bank in the preparation, consummation, administration and
enforcement of this Amendment.


         7. This Amendment shall become effective only after it is fully
executed by the Company and the Bank and the Bank shall have received from the
Company the following documents:

(a) Fifth Amendment to Amended and Restated Credit Agreement

Except as amended by this Amendment, the Agreement shall remain in full force
and effect in accordance with its terms.

         8. This Amendment is a modification only and not a novation. Except for
the above-quoted modifications, the Agreement, any agreement or security
document, and all the terms and conditions thereof, shall be and remain in full
force and effect with the changes herein deemed to be incorporated therein. This
Amendment is to be considered attached to the Agreement and made a part thereof.
This Amendment shall not release or affect the liability of any guarantor,
surety or endorser of the Agreement or release any owner of collateral securing
the Agreement. The validity, priority and enforceability of the Agreement shall
not be impaired hereby. To the extent that any provision of this Amendment
conflicts with any term or condition set forth in the Agreement, or any
agreement or security document executed in conjunction therewith, the provisions
of this Amendment shall supersede and control. Company acknowledges that as of
the date of this Amendment it has no offsets with respect to all amounts owed by
Company to Bank and Company waives and releases all claims which it may have
against Bank arising under the Agreement on or prior to the date of this
Amendment.

         9. The Company acknowledges and agrees that this Amendment is limited
to the terms outlined above, and shall not be construed as an amendment of any
other terms or provisions of the Agreement; The Company hereby specifically
ratifies and affirms the terms and provisions of the Agreement. Company releases
Bank from any and all claims which may have arisen, known or unknown, in
connection with the Agreement on or prior to the date hereof. This Amendment
shall not establish a course of dealing or be construed as evidence of any
willingness on the Bank's part to grant other or future amendments, should any
be requested.

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the day
and year first above written.





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BANK ONE, INDIANA, N.A.                          DMI FURNITURE, INC.



By: __________________________________           By: ___________________________
    Steven J. Krakoski, Vice President               Joseph G. Hill, VP/CFO


ACKNOWLEDGMENT AND AGREEMENT BY GUARANTOR AND/OR OWNER
OF COLLATERAL SECURING THE PROMISSORY NOTE

The undersigned (i) consent to the modification of the Agreement and all other
matters in the foregoing Amendment and, if a guarantor (ii) reaffirm the
Guaranty Agreement, dated June 9, 1994, and any other agreements, documents and
instruments securing or otherwise relating thereto ("Guarantor Documents"),
(iii) acknowledge that the Guarantor Documents continue in full force and
effect, remain unchanged, except as specifically modified hereby, and are valid,
binding and enforceable in accordance with their respective terms, (iv) agree
that all references, if any, in the Guarantor Documents to the Agreement are
modified to refer to that document as modified by the Amendment, and (v) agree
to be bound by the release of Bank set forth in the Amendment.


DMI MANAGEMENT, INC.



By: ____________________________
       Joseph G. Hill, CFO















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