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EXHIBIT 4.41
[Execution Version]
FIFTEENTH AMENDMENT
TO CREDIT AGREEMENT
THIS FIFTEENTH AMENDMENT TO CREDIT AGREEMENT, dated as of
September __, 1996 (the "Fifteenth 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),
Furniture Comfort Corporation (formerly known as Mohasco Upholstered Furniture
Corporation) (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 (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 Fifteenth 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 Fifteenth 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 - Covenants.
The Credit Agreement is amended by deleting the period at the end of
Section 4.10 Liens on Collateral and replacing it with the following:
"or
(e) liens granted pursuant to that certain "Factoring
Agreement dated July 25, 1995 by and between
Stratford\Avon and Capital Factors, Inc. in respect
of accounts, contract rights, and all other
obligations to Borrowers for the payment of money
arising out of the sale of goods, the proceeds
thereof, all security and guarantees therefor and all
of the rights to the goods and property represented
thereby; or
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(f) liens granted pursuant to that certain Factoring
Agreement dated September __, 1996 by and between
Barcalounger and Capital Factors, Inc. in respect of
accounts, contract rights and all other obligations
to Barcalounger for the payment of money arising out
of the sale of goods, the proceeds thereof, all
security and guarantees therefor and all of the
rights to the goods and property represented thereby.
The Credit Agreement is amended by deleting Section 4.11 Indebtedness
in its entirety and replacing it with the following:
SECTION 4.11 Indebtedness. No Borrower will or
will permit any of its Subsidiaries to create, incur, suffer
to exist or make any prepayment upon, any Indebtedness other
than (a) Indebtedness which is secured by liens or security
interests permitted under clauses (a), (b) or (c) of Section
4.10, (b) Indebtedness described on Exhibit 3.3(b), (c)
Indebtedness which is secured by liens or security interests
permitted by clause (d) of Section 4.10, (d) Indebtedness
which is secured by liens or security interests permitted by
clause (e) of Section 4.10, and (e) Indebtedness arising
pursuant to the Factoring Agreement dated September __, 1996
by and between Barcalounger and Capital Factors, Inc.;
provided, that Lender shall have first provided written
authorization to Barcalounger prior to Barcalounger making any
request for, or receiving any, advances under such agreement
Section 2 - Conditions to Effectiveness. This Fifteenth
Amendment shall be effective when, and only when, the Lender shall have
received counterparts of this Fifteenth Amendment executed by each of the
Borrowers and copies of such approvals, opinions or documents as the Lender may
reasonably request.
Section 3 - 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 Fifteenth 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
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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 Fifteenth
Amendment, all the representations and warranties of the Borrowers contained in
the Credit Agreement shall be true and correct in all material respects.
Section 4 - 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 Fifteenth 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 Fifteenth 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) The Lender shall have received a copy of the
Factoring Agreement dated September __, 1996 by and between Barcalounger and
Capital Factors, Inc. in form and substance satisfactory to the Lender.
(e) Any and all notices, requests, certificates
and other instruments executed and delivered after the execution and delivery
of this Fifteenth Amendment may refer to the "Credit Agreement dated as of
September 22, 1989" without making specific reference to the Fifteenth
Amendment, but nevertheless all such references shall be deemed to include this
Fifteenth Amendment unless the context shall otherwise require.
(f) This Fifteenth 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 first above written.
COURT SQUARE CAPITAL LIMITED
By: /s/ M. SALEEM MUQADDAM
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M. Saleem Muqaddam
Vice President
CONSOLIDATED FURNITURE CORPORATION
By: /s/ JOHN B. SGANGA
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John B. Sganga
Executive Vice President,
Chief Financial Officer,
Treasurer and Controller
FURNITURE COMFORT CORPORATION
By: /s/ JOHN B. SGANGA
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John B. Sganga
Executive Vice President,
Treasurer and Secretary
SSC CORPORATION
By: /s/ JOHN B. SGANGA
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John B. Sganga
Executive Vice President,
Treasurer and Secretary
CHOICE SEATS CORPORATION
By: /s/ JOHN B. SGANGA
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John B. Sganga
Executive Vice President,
Treasurer and Secretary
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