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EXHIBIT 4.61
TWENTY-SIXTH AMENDMENT
TO CREDIT AGREEMENT
THIS TWENTY-SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of
December 29, 1999 (the "Twenty-sixth Amendment"), is among Court Square Capital
Limited (formerly known as Citicorp Capital Investors Ltd.) (the "Lender") and
Consolidated Furniture Corporation (formerly known as Mohasco
Corporation)("Consolidated"), Furniture Comfort Corporation (formerly known as
Mohasco Upholstered Furniture Corporation, and as Futorian Furnishings, Inc. )
(on its behalf and on behalf of each of its Stratford and Barcalounger operating
units) ("Comfort"), SSC Corporation (formerly known as Super Sagless
Corporation) and Choice Seats Corporation (collectively, the "Borrowers").
BACKGROUND
A. The Lender and the Borrowers are parties to a Credit
Agreement dated as of September 22, 1989, as amended (the "Credit Agreement").
All capitalized terms used in this Twenty-sixth Amendment and not otherwise
defined herein shall have the respective meanings specified in the Credit
Agreement.
B. The Borrowers have requested that the Credit Agreement be
amended as set forth herein, and the Lender has agreed, subject to the terms and
conditions of this Twenty-sixth Amendment, to such amendment.
TERMS
In consideration of the mutual covenants and agreements contained
herein, and intending to be legally bound, the Lender and the Borrowers hereby
agree as follows:
Section 1 - Revolving Credit Note.
Exhibit 1.1.3 of the Credit Agreement is hereby amended as set
forth in Endorsement No. 10 thereto, which endorsement shall be in the form of
Annex A hereto. The Lender is hereby authorized to attach to the Revolving
Credit Note such Endorsement No. 10 as duly executed and delivered by such
authorized officers of each of the Borrowers on the date hereof and to insert on
the face of the Revolving Credit Note the following legend:
THIS SECURITY SHALL BE DEEMED TO INCLUDE ENDORSEMENT NO. 10 DATED
AS OF DECEMBER 29, 1999 WHICH IS ATTACHED HERETO.
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Section 2 - Revolving Credit Commitment.
The definition of "Revolving Credit Commitment" in Section 6.1 of
the Credit Agreement is hereby amended and restated to read in its
entirety as follows:
"Revolving Credit Commitment" means $435,000,000 during any
fiscal quarter on or prior to December 31, 2000 and thereafter.
Section 3 - Revolving Credit Maturity Date.
The definition of "Revolving Credit Maturity Date" in Section 6.1
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:
"Revolving Credit Maturity Date" means January 2, 2001, when
the Revolving Credit Note shall due and payable in full.
Section 4 - Covenants.
Section 4.1 of the Credit Agreement is hereby amended and restated
to read in its entirety as follows:
SECTION 4.1 Financial Covenants of Borrowers. Borrowers shall not
at any time:
4.1.1 Current Ratio. Permit the ratio of Consolidated
Current Assets to Consolidated Current Liabilities to be (i) less
than .175 to 1 on the last day of any of the fiscal quarters ended
on December 31, 1999, March 31, 2000 and June 30, 2000 or (ii)
less than .150 to 1 on the last day of any fiscal quarter, ended
on September 30, 2000 and each fiscal quarter thereafter.
4.1.2 [Intentionally Omitted.]
4.1.3 [Intentionally Omitted.]
4.1.4 [Intentionally Omitted.]
4.1.5 Consolidated Net Worth. Permit Consolidated Net Worth
to be (i) less than $(470,000,000) during the first fiscal quarter
ended on March 31, 2000, (ii) less than $(480,000,000) during the
second fiscal quarter ended on June 30, 2000, (iii) less than
$(495,000,000) during the third fiscal quarter ended on September
30, 2000 or (iv) less than $(505,000,000) during the fourth fiscal
quarter ended on December 31, 2000 and thereafter.
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4.1.6 Working Capital. Permit Working Capital to be less
than: $(280,000,000) on the last day of any fiscal quarter on or
prior to September 30, 1999, and each fiscal quarter thereafter.
4.1.7 Total Debt. Permit Consolidated Indebtedness to (i)
exceed $475,000,000 during the first fiscal quarter ended on March
31, 2000, (ii) exceed $485,000,000 during the second fiscal
quarter ended on June 30, 2000, (iii) exceed $505,000,000 during
the third fiscal quarter ended on September 30, 2000 or (iv)
exceed $515,000,000 during the fourth fiscal quarter ended on
December 31, 2000 or thereafter.
Section 5 - Overadvance Amount.
The definition of "Overadvance Amount" in Section 6.1 of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:
"Overadvance Amount" means (i) $390,000,000 during the first
fiscal quarter ended on March 31, 2000, (ii) $400,000,000 during
the second fiscal quarter ended on June 30, 2000, (iii)
$415,000,000 during the third fiscal quarter ended on September
30, 2000 and (iv) $425,000,000 during the fourth fiscal quarter
ended on December 31, 2000 and thereafter.
Section 6 - Conditions to Effectiveness. This Twenty-sixth Amendment shall be
effective when, and only when, the Lender shall have received counterparts of
this Twenty-sixth Amendment executed by each of the Borrowers and copies of such
approvals, opinions or documents as the Lender may reasonably request.
Section 7 - Representations and Warranties. The Borrowers hereby jointly and
severally represent and warrant to the lender that:
(a) the execution, delivery and performance by each of the
Borrowers of this Twenty-sixth Amendment (i) are within each of the Borrower's
respective corporate powers, (ii) have been duly authorized by all necessary
corporate actions of each of the Borrowers and (iii) do not and will not (X)
violate any requirement of law, (Y) conflict with or result in the breach of, or
constitute a default under, any indenture, mortgage, deed of trust, lease,
agreement or other instrument binding on or affecting any of the Borrowers; or
(Z) require the consent or approval of, authorization by or notice to or filing
or registration with any governmental authority or other person other than those
which have been obtained and copies of which have been delivered to the Lender,
each of which is in full force and effect; and
(b) that, after giving effect to this Twenty-sixth Amendment, all
the representations and warranties of the Borrowers contained in the Credit
Agreement shall be true and correct in all material respects.
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Section 8 - Miscellaneous.
(a) The Credit Agreement, as amended hereby, shall be binding
upon and shall inure to the benefit of the Lender and the Borrowers and their
respective successors and assigns.
(b) This Twenty-sixth Amendment may be executed in any number
of counterparts, each counterpart constituting an original but altogether one
and the same instrument and contract.
(c) This Twenty-sixth Amendment shall be construed in
connection with and as part of the Credit Agreement, and all terms, conditions
and covenants contained in the Credit Agreement except as herein modified shall
remain in full force and effect.
(d) Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Twenty-sixth Amendment may refer to the "Credit Agreement dated as of September
22, 1989" without making specific reference to the Twenty-sixth Amendment, but
nevertheless all such references shall be deemed to include this Twenty-sixth
Amendment unless the context shall otherwise require.
(e) This Twenty-sixth Amendment shall be governed by, and
construed in accordance with, the law of the State of New York.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the Lender and the Borrowers have caused this
instrument to be executed and delivered by their duly authorized officers as of
the date and year set forth above written.
COURT SQUARE CAPITAL LIMITED
By:
---------------------------------
M. Saleem Muqaddam
Vice President
CONSOLIDATED FURNITURE CORPORATION
By:
---------------------------------
John B. Sganga
Executive Vice President,
Chief Financial Officer,
Secretary, Treasurer and
Controller
FURNITURE COMFORT CORPORATION
By:
---------------------------------
John B. Sganga
Vice President, Treasurer and
Secretary
SSC CORPORATION
By:
---------------------------------
John B. Sganga
Vice President, Treasurer and
Secretary
CHOICE SEATS CORPORATION
By:
---------------------------------
John B. Sganga
Treasurer, Vice President and
Secretary
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Annex A
FORM OF ENDORSEMENT NO. 10
COURT SQUARE CAPITAL LIMITED (formerly known as Citicorp Capital
Investors Ltd.) and CONSOLIDATED FURNITURE CORPORATION (formerly known as
Mohasco Corporation), FURNITURE COMFORT CORPORATION (formerly known as Mohasco
Upholstered Furniture Corporation, and as Futorian Furnishings, Inc.) (on its
behalf and on behalf of each of its Stratford and Barcalounger operating units),
SSC CORPORATION (formerly known as Super Sagless Corporation) and CHOICE SEATS
CORPORATION hereby agree that the promissory note, as amended, to which this
Endorsement No. 10 is attached (the "Revolving Credit Note") shall be and hereby
is amended as follows:
A. Each occurance of the amount "$380,000,000" on page 1 of
the Revolving Credit Note is deleted and the amount "$435,000,000" is inserted
in lieu thereof.
B. The words "Three Hundred Eighty Million" are deleted from
the fourth paragraph of the Revolving Credit Note and the words "Four Hundred
Thirty Five Million" are inserted in lieu thereof.
Date: December 29, 1999
[Signatures]
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ENDORSEMENT NO. 10
COURT SQUARE CAPITAL LIMITED (formerly known as Citicorp Capital
Investors Ltd.) and CONSOLIDATED FURNITURE CORPORATION (formerly known as
Mohasco Corporation), FURNITURE COMFORT CORPORATION (formerly known as Mohasco
Upholstered Furniture Corporation, and as Futorian Furnishing, Inc.) (on its
behalf and on behalf of each of its Stratford and Barcalounger operating units),
SSC CORPORATION (formerly known as Super Sagless Corporation) and CHOICE SEATS
CORPORATION hereby agree that the promissory note, as amended, to which this
Endorsement No. 10 is attached (the "Revolving Credit Note") shall be and hereby
is amended as follows:
A. Each occurance of the amount "380,000,000" on page 1 of the
Revolving Credit Note is deleted and the amount "435,000,000" is inserted in
lieu thereof.
B. The words "Three Hundred Eighty Million", are deleted from
the fourth paragraph of the Revolving Credit Note and the words "Four Hundred
Thirty Five Million" are inserted in lieu thereof.
Date: December 29, 1999
COURT SQUARE CAPITAL LIMITED
By:
------------------------------------
M. Saleem Muqaddam
Vice President
CONSOLIDATED FURNITURE CORPORATION
By:
------------------------------------
John B. Sganga
Executive Vice President,
Chief Financial Officer,
Secretary, Treasurer and
Controller
FURNITURE COMFORT CORPORATION
By:
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John B. Sganga
Vice President, Treasurer and
Secretary
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SSC CORPORATION
By:
------------------------------------
John B. Sganga
Vice President, Treasurer and
Secretary
CHOICE SEATS CORPORATION
By:
------------------------------------
John B. Sganga
Treasurer, Vice President and
Secretary
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