1 EXHIBIT 10.55 FOURTH AMENDMENT TO GUARANTY AGREEMENT THIS FOURTH AMENDMENT TO GUARANTY AGREEMENT (the "Fourth Amendment"), dated as of November 25, 1996, is made by and between CONSO PRODUCTS COMPANY, a corporation organized and existing under the laws of the State of South Carolina (the "Guarantor"); and NATIONSBANK, N.A., a national banking association organized and existing under the laws of the United States (the "Bank"). RECITALS: - --------- A. The Guarantor entered into that certain Guaranty Agreement, dated May 6, 1994 (the "Guaranty Agreement"). B. The Guarantor and the Bank have agreed to modify and amend the Guaranty Agreement as set forth herein. NOW THEREFORE, the parties hereto agree as follows: 1. The Guaranty Agreement is hereby amended as follows: (a) The introductory paragraph of the Guaranty Agreement is amended in its entirety so that such paragraph now reads as follows: THIS GUARANTY AGREEMENT, dated as of May 6, 1994, as amended (the "Guaranty"), is given by CONSO PRODUCTS COMPANY, a South Carolina corporation (the "Guarantor"); and extended to NATIONSBANK, N.A., a national banking association with its principal offices located in Charlotte, North Carolina (the "Bank") for the benefit of BRITISH TRIMMINGS LIMITED, an English company (the "Borrower"). (b) Recital 1 is amended in its entirety so that such Recital now reads as follows: 1. The Bank has agreed to make loans (the "Loans") to the Borrower pursuant to the terms and conditions of that certain Promissory Note, dated November 25, 1996, executed by the Borrower in favor of 2 the Bank in the original principal amount of up to (pound)5,000,000 (the "Note"). 2. Except as hereby modified, all the terms and provisions of the Guaranty Agreement remain in full force and effect. 3. The Guarantor will execute such additional documents as are reasonably requested by the Bank to reflect the terms and conditions of this Fourth Amendment and will cause to be delivered such certificates, legal opinions and other documents as are reasonably required by the Bank. 4. This Fourth Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Fourth Amendment to produce or account for more than one counterpart. 5. This Fourth Amendment and all other documents executed pursuant to the transactions contemplated herein shall be deemed to be contracts made under, and for all purposes shall be construed in accordance with, the internal laws and judicial decisions of the State of North Carolina. 2 3 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed by their fully authorized officers as of the day and year first above written. CONSO PRODUCTS COMPANY ATTEST: By /s/ Konstance Findlay By /s/ J. Cary Findlay --------------------------- ----------------------------- Title Secretary Title Chairman ------------------------ -------------------------- (Corporate Seal) NATIONSBANK, N.A. By: /s/ William A. Serenius --------------------------- William A. Serenius Senior Vice President 3