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EXHIBIT 4.54
SEVENTH AMENDMENT
SEVENTH AMENDMENT, dated as of January 2, 1998, 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 2, 1998 to January 4, 1999.
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. 6 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. 6 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. 6 DATED AS OF JANUARY 2, 1998
WHICH IS ATTACHED HERETO."
1.2 The Indenture is hereby amended as follows:
(a) The date "January 2, 1998" is
deleted from the fourth line of the cover page of the Indenture and the date
"January 4, 1999" is inserted in lieu thereof.
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(b) The date "January 2, 1998" is
deleted from the second paragraph on page 1 of the Indenture and the date
"January 4, 1999" is inserted in lieu thereof.
(c) The date "January 2, 1998" is
deleted from the definition of "Securities" in Section 1.1 of the Indenture and
the date "January 4, 1999" is inserted in lieu thereof.
Section 2. Conditions to Effectiveness. This Seventh
Amendment shall become effective when the Endorsement No. 6 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 Seventh Amendment.
3.2 The execution, delivery and effectiveness of
this Seventh 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 Seventh
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 Seventh 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 Seventh
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Seventh Amendment for any other purpose.
IN WITNESS WHEREOF, the parties hereto have caused this
Seventh Amendment to be duly executed by their respective officers as of the
date first above written.
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[SIGNATURE PAGES FOLLOW]
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ANNEX A
FORM OF ENDORSEMENT NO. 6
CONSOLIDATED FURNITURE CORPORATION and COURT SQUARE CAPITAL
LIMITED hereby agree that the promissory note to which this Endorsement No. 6 is
attached (the "Debentures") shall be and hereby is amended as follows:
A. Delete the words "January 2, 1998" appearing on the
front of the Debentures and substitute therefor the words "January 4, 1999."
B. Delete the words "due January 2, 1998" appearing on
the first page of the back of the Debentures and substitute therefor the words
"due January 4, 1999."
CONSOLIDATED FURNITURE CORPORATION
Dated: January 2, 1998 By:
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John B. Sganga
Executive Vice President
Dated: January 2, 1998 By:
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John B. Sganga
Chief Financial Officer,
Treasurer and Controller
COURT SQUARE CAPITAL LIMITED
Dated: January 2, 1998 By:
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M. Saleem Muqaddam
Vice President
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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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