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EXHIBIT 4.52
TWENTIETH AMENDMENT
TO CREDIT AGREEMENT
THIS TWENTIETH AMENDMENT TO CREDIT AGREEMENT, dated as of January 31,
1998 (the "TWENTIETH 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"), Futorian Furnishings, Inc. (formerly known as
Mohasco Upholstered Furniture Corporation, and as Furniture Comfort Corporation)
(on its behalf and on behalf of each of its Stratford and Barcalounger operating
units) ("Futorian"), 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 TWENTIETH 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 TWENTIETH 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 - 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 $305,000,000 during the first
fiscal quarter of 1998 and thereafter.
Section 2 - Covenants.
Section 4.1 of the Credit Agreement is hereby amended and restated
to read in its entirety as follows:
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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 less than 0.25 to 1 on the last day of any fiscal quarter.
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 less than: (i) $(350,000,000) on the last day of any
fiscal quarter on or prior to March 31, 1998, (ii) $(365,000,000) on
the last day of the fiscal quarter ended June 30, 1998, and each
fiscal quarter thereafter.
4.1.6 Working Capital. Permit Working Capital to be
less than: (i) $(280,000,000) on the last day of any fiscal quarter
on or prior to March 31, 1998, and each fiscal quarter thereafter.
4.1.7 Total Debt. Permit Consolidated Indebtedness
to exceed (i) $375,000,000 at any time prior to March 31, 1998, (ii)
$390,000,000 at any time during the period from April 1, 1998 to June
30, 1998, (iii) $405,000,000 at any time during the period from July
1, 1998 to September 30, 1998 and (iv) $420,000,000 at any time after
September 30, 1998.
Section 3 - Conditions to Effectiveness. This TWENTIETH Amendment shall be
effective when, and only when, the Lender shall have received counterparts of
this TWENTIETH Amendment executed by each of the Borrowers and copies of such
approvals, opinions or documents as the Lender may reasonably request.
Section 4 - 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 TWENTIETH 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
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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 TWENTIETH Amendment, all the
representations and warranties of the Borrowers contained in the Credit
Agreement shall be true and correct in all material respects.
Section 6 - 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 TWENTIETH 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 TWENTIETH 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 TWENTIETH
Amendment may refer to the "Credit Agreement dated as of September 22, 1989"
without making specific reference to the TWENTIETH Amendment, but nevertheless
all such references shall be deemed to include this TWENTIETH Amendment unless
the context shall otherwise require.
(e) This TWENTIETH 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:
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John B. Sganga
Executive Vice President,
Chief Financial Officer,
Secretary, Treasurer and
Controller
FUTORIAN FURNISHINGS, INC.
By:
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John B. Sganga
Vice President, Treasurer and
Secretary
SSC CORPORATION
By:
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John B. Sganga
Vice President, Treasurer and
Secretary
CHOICE SEATS CORPORATION
By:
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John B. Sganga
Treasurer, Vice President and
Secretary
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