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EXHIBIT 4.62
NINTH AMENDMENT
NINTH AMENDMENT, dated as of December 29, 1999, to the Increasing
Rate Senior Subordinated Debentures due January 3, 1996 of Consolidated
Furniture Corporation (formerly known as Mohasco Corporation) (the "Borrower")
issued in the original principal amount of $80,000,000 to Court Square Capital
Limited (formerly known as Citicorp Capital Investors Ltd.) (the "Lender") dated
as of September 22, 1989, as amended (the "Security") and the indenture attached
as Exhibit A thereto (the "Indenture"). Capitalized terms used herein without
definition shall have the same meaning as ascribed to such terms in the Security
and the Indenture.
Background
Pursuant to the terms of the Security and Section 9.2 of the
Indenture, the Borrower and the trustee under the Indenture may effect
amendments to the Security and the Indenture with the consent of all
Securityholders. Pursuant to the terms of the Security and Section 11.16 of the
Indenture, if a trustee has not been appointed under the Indenture, the
Borrower, with the consent of all Securityholders, may effect such amendments
without the consent of a trustee. The Lender is the sole Securityholder and no
trustee has been appointed under the Indenture. The parties have agreed to amend
the Security and the Indenture to extend the maturity date of the Security from
January 3, 2000 to January 2, 2001.
Terms
In consideration of the foregoing premises and the agreements and
covenants contained herein, and intending to be legally bound, the parties
hereto agree as follows:
Section 1. Amendments.
1.1 The Security shall be amended as set forth in
Endorsement No. 8 thereto, which Endorsement shall be in the form of Annex A
hereto. The Lender is hereby authorized to attach to its Security such
Endorsement No. 8 executed by a duly authorized officer of the Borrower, and to
insert on the face of its Security the following legend:
"THIS SECURITY SHALL BE DEEMED TO INCLUDE ENDORSEMENT NO. 8 DATED
AS OF DECEMBER 29, 1999 WHICH IS ATTACHED HERETO."
1.2 The Indenture is hereby amended as follows:
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(a) The date "January 3, 2000" is deleted from
the fourth line of the cover page of the Indenture and the date "January 2,
2001" is inserted in lieu thereof.
(b) The date "January 3, 2000" is deleted from
the second paragraph on page 1 of the Indenture and the date "January 2, 2001"
is inserted in lieu thereof.
(c) The date "January 3, 2000" is deleted from
the definition of "Securities" in Section 1.1 of the Indenture and the date
"January 2, 2001" is inserted in lieu thereof.
Section 2. Conditions to Effectiveness. This Ninth Amendment
shall become effective when the Endorsement No. 8 in the form of Annex A hereto
is executed on behalf of the parties hereto and delivered to the Lender.
Section 3. Effect of Amendment on Security and Indenture.
3.1. Except as specifically amended above, the Security
and the Indenture shall remain in full force and effect and hereby are ratified
and confirmed. As used in the Security and the Indenture, the terms "Security"
or "Indenture", "this Security" or "this Indenture", "herein", "hereinafter",
"hereunder", "hereto", and words of similar import shall, unless the context
requires otherwise, mean the Security and the Indenture as amended by this Ninth
Amendment.
3.2 The execution, delivery and effectiveness of this
Ninth Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Lender under the Security or the
Indenture.
Section 4. Execution and Counterparts. This Ninth Amendment
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which together shall constitute one and the
same instrument.
Section 5. Governing Law. This Ninth Amendment shall be
governed by the laws of the State of New York applicable to contracts to be
performed wholly in the State of New York, without regard to the conflicts of
laws rules thereof.
Section 6. Headings. Section headings in this Ninth Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Ninth Amendment for any other purpose.
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IN WITNESS WHEREOF, the parties hereto have caused this Ninth
Amendment to be duly executed by their respective officers as of the date first
above written.
[SIGNATURE PAGES FOLLOW]
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CONSOLIDATED FURNITURE CORPORATION
By:
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John B. Sganga
Executive Vice President
By:
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John B. Sganga
Chief Financial Officer,
Treasurer and Controller
COURT SQUARE CAPITAL LIMITED
By:
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M. Saleem Muqaddam
Vice President
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ANNEX A
FORM OF ENDORSEMENT NO. 8
CONSOLIDATED FURNITURE CORPORATION and COURT SQUARE CAPITAL
LIMITED hereby agree that the promissory note to which this Endorsement No. 8 is
attached (the "Debentures") shall be and hereby is amended as follows:
A. Delete the words "January 3, 2000" appearing on the front
of the Debentures and substitute therefor the words "January 2, 2001."
B. Delete the words "due January 3, 2000" appearing on the
first page of the back of the Debentures and substitute therefor the words "due
January 2, 2001."
Date: December 29,1999
[Signatures]
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ENDORSEMENT NO. 8
CONSOLIDATED FURNITURE CORPORATION and COURT SQUARE CAPITAL
LIMITED hereby agree that the promissory note to which this Endorsement No. 8 is
attached (the "Debentures") shall be and hereby is amended as follows:
A. Delete the words "January 3, 2000" appearing on the front
of the Debentures and substitute therefor the words "January 2, 2001."
B. Delete the words "due January 3, 2000" appearing on the
first page of the back of the Debentures and substitute therefor the words "due
January 2, 2001."
CONSOLIDATED FURNITURE CORPORATION
Dated: December 29, 1999 By:
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John B. Sganga
Executive Vice President
Dated: December 29, 1999 By:
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John B. Sganga
Chief Financial Officer,
Treasurer and Controller
COURT SQUARE CAPITAL LIMITED
Dated: December 29, 1999 By:
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M. Saleem Muqaddam
Vice President