1
EXHIBIT 4.56
TWENTY-SECOND AMENDMENT
TO CREDIT AGREEMENT
THIS TWENTY-SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of
September 30, 1998 (the "Twenty-second 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-second 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-second 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.
Section 4.1.5 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
4.1.5 Consolidated Net Worth. Permit Consolidated Net
Worth to be less than: (i) $(380,000,000) on the last day of any
fiscal quarter on or prior to September 30, 1998, and (ii)
$(400,000,000) on the last day of the fiscal quarter ended
December 31, 1998, and each fiscal quarter thereafter.
Section 2 - Conditions to Effectiveness. This Twenty-second Amendment
shall be effective when, and only when, the Lender shall have received
counterparts of this Twenty-second
2
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 Twenty-second 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-second 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 Twenty-second 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 Twenty-second 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-second Amendment may refer to the "Credit Agreement dated as of
September 22, 1989" without making specific reference to the Twenty-second
Amendment, but nevertheless all such references shall be deemed to include
this Twenty-second Amendment unless the context shall otherwise require.
(e) This Twenty-second Amendment shall be governed by, and
construed in accordance with, the law of the State of New York.
-2-
3
[SIGNATURE PAGES FOLLOW]
-3-
4
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 second above written.
COURT SQUARE CAPITAL LIMITED
By:
------------------------------------
M. Saleem Muqaddam
Vice President
CONSOLIDATED FURNITURE CORPORATION
By:
------------------------------------
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
SSC CORPORATION
By:
------------------------------------
John B. Sganga
Vice President, Treasurer and
Secretary
CHOICE SEATS CORPORATION
By:
------------------------------------
John B. Sganga
Treasurer, Vice President and
Secretary
-4-