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EXHIBIT 4.55
TWENTY-FIRST AMENDMENT
TO CREDIT AGREEMENT
THIS TWENTY-FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of
February 1, 1998 (the "Twenty-first 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 Twenty-first 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-first 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. 6 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. 6 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. 6 DATED
AS OF FEBRUARY 1, 1998 WHICH IS ATTACHED HERETO.
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Section 3 - 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:
"Reveling Credit Commitment" means $300,000,000 during
the first quarter of 1998 and thereafter.
Section 4 - Conditions to Effectiveness. This Twenty-first Amendment
shall be effective when, and only when, the Lender shall have received
counterparts of this Twenty-first Amendment executed by each of the Borrowers
and copies of such approvals, opinions or documents as the Lender may
reasonably request.
Section 5 - 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-first 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-first 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 Twenty-first Amendment may be executed in any number
of counterparts, each counterpart constituting an original but altogether one
and the same instrument and contract.
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(c) This Twenty-first 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-first Amendment may refer to the "Credit Agreement dated as of
September 22, 1989" without making specific reference to the Twenty-first
Amendment, but nevertheless all such references shall be deemed to include
this Twenty-first Amendment unless the context shall otherwise require.
(e) This Twenty-first 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:
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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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FORM OF ENDORSEMENT NO. 6
COURT SQUARE CAPITAL LIMITED (formerly known as Citicorp Capital
Investors Ltd.) and CONSOLIDATED FURNITURE CORPORATION (formerly known as
Mohasco Corporation), 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), 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. 6 is attached (the "Revolving Credit Note")
shall be and hereby is amended as follows:
A. Each occurance of the amount "$245,000,000" on page 1 of
the Revolving Credit Note is deleted and the amount "300,000,000" is inserted
in lieu thereof.
B. The words "Two Hundred Forty Five Million" and "Two Hundred
Thirty Five Million," as the case may be, are deleted from the first
paragraph of the Revolving Credit Note and the words "Three Hundred Million"
are inserted in lieu thereof.
Date: February 1, 1998
[Signatures]
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ENDORSEMENT NO. 6
COURT SQUARE CAPITAL LIMITED (formerly known as Citicorp Capital
Investors Ltd.) and CONSOLIDATED FURNITURE CORPORATION (formerly known as
Mohasco Corporation), 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), 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. 6 is attached (the "Revolving Credit Note")
shall be and hereby is amended as follows:
A. Each occurance of the amount "$245,000,000" on page 1 of
the Revolving Credit Note is deleted and the amount "300,000,000" is inserted
in lieu thereof.
B. The words "Two Hundred Forty Five Million" and "Two Hundred
Thirty Five Million," as the case may be, are deleted from the first
paragraph of the Revolving Credit Note and the words "Three Hundred Million"
are inserted in lieu thereof.
Date: February 1, 1998
COURT SQUARE CAPITAL LIMITED
By:
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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:
------------------------------------
John B. Sganga
Vice President, Treasurer and
Secretary
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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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