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EXHIBIT 4.48
EIGHTEENTH AMENDMENT
TO CREDIT AGREEMENT
THIS EIGHTEENTH AMENDMENT TO CREDIT AGREEMENT, dated as of
July 1, 1997 (the "Eighteenth 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), 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 Eighteenth 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 Eighteenth 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 $(320,000,000) on the last day of the fiscal quarter
ended on or about September 30, 1997, and each fiscal quarter thereafter.
Section 2 - 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 $237,000,000 during the third
fiscal quarter of 1997 and thereafter.
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Section 3 - Revolving Credit Note.
Exhibit 1.1.3 of the Credit Agreement is hereby amended as set
forth in Endorsement No. 5 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. 5 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. 5 DATED AS OF JULY 1, 1997
WHICH IS ATTACHED HERETO.
Section 4 - 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:
"Revolving Credit Commitment" means $245,000,000 during the
third quarter of 1997 and thereafter.
Section 5 - Conditions to Effectiveness.
This Eighteenth Amendment shall be effective when, and only
when, the Lender shall have received counterparts of this Eighteenth Amendment
executed by each of the Borrowers and copies of such approvals, opinions or
documents as the Lender may reasonably request.
Section 6 - 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 Eighteenth 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
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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 Eighteenth 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 Eighteenth 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 Eighteenth 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
Eighteenth Amendment may refer to the "Credit Agreement dated as of September
22, 1989" without making specific reference to the Eighteenth Amendment, but
nevertheless all such references shall be deemed to include this Eighteenth
Amendment unless the context shall otherwise require.
(e) This Eighteenth 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. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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M. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
CONSOLIDATED FURNITURE CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President,
Chief Financial Officer,
Secretary, Treasurer and
Controller
FURNITURE COMFORT CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Treasurer and
Secretary
SSC CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Treasurer and
Secretary
CHOICE SEATS CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer, Vice President and
Secretary
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Annex A
FORM OF ENDORSEMENT NO.5
COURT SQUARE CAPITAL LIMITED, CONSOLIDATED FURNITURE
CORPORATION, FURNITURE COMFORT CORPORATION, SSC CORPORATION, AND CHOICE SEATS
CORPORATION hereby agree that the promissory note, as amended, to which this
Endorsement No. 5 is attached (the "Revolving Credit Note") shall be and hereby
is amended as follows:
A. Each occurrence of the amount of the amount
"$200,000,000" on page 1 of the Revolving Credit Note is deleted and the amount
"$245,000,000" is inserted in lieu thereof.
B. The words "Two Hundred Million" are deleted from the
first paragraph of the Revolving Credit Note and the words "Two Hundred Forty
Five Million" are inserted in lieu thereof.
Date: July 1, 1997
COURT SQUARE CAPITAL LIMITED
By: /s/ M. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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M. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
CONSOLIDATED FURNITURE CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President,
Chief Financial Officer,
Secretary, Treasurer and
Controller
FURNITURE COMFORT CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Treasurer and
Secretary
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SSC CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Treasurer and
Secretary
CHOICE SEATS CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer, Vice President and
Secretary
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WAIVER
Waiver dated as of February 1, 1995 ("Waiver") to the Credit
Agreement dated as of September 22, 1989, as amended (the "Credit Agreement")
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"). Terms used herein and not otherwise defined herein shall have
the meanings given such terms in the Credit Agreement.
The Lender hereby agrees to waive compliance by Borrowers with
respect to their failure to comply with the covenants set forth in Section 4.26
of the Credit Agreement in connection with their failure to timely notify the
Lender of (i) the name change of Mohasco Upholstered Furniture Corporation to
Furniture Comfort Corporation on February 9, 1995 and (ii) the name change of
Mohasco Corporation to Consolidated Furniture Corporation on March 1, 1995.
Except as expressly waived hereby, the Credit Agreement shall
continue in full force and effect in accordance with the provisions thereof on
the date hereof.
IN WITNESS WHEREOF, the Lender has caused this waiver 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. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: M. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
Acknowledged:
CONSOLIDATED FURNITURE CORPORATION
FURNITURE COMFORT CORPORATION
SSC CORPORATION
CHOICE SEATS CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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WAIVER
Waiver dated as of July 1, 1997 ("Waiver") to the Credit
Agreement dated as of September 22, 1989, as amended (the "Credit Agreement")
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"). Terms used herein and not otherwise defined herein shall have
the meanings given such terms in the Credit Agreement.
The Lender hereby agrees to waive compliance by Borrowers with
respect to their failure to comply with the covenants set forth in Section 4.26
of the Credit Agreement in connection with their failure to timely notify the
Lender of the name change of Furniture Comfort Corporation to Futorian
Furnishings, Inc. on July 21, 1997.
Except as expressly waived hereby, the Credit Agreement shall
continue in full force and effect in accordance with the provisions thereof on
the date hereof.
IN WITNESS WHEREOF, the Lender has caused this waiver 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. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: M. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
Acknowledged:
CONSOLIDATED FURNITURE CORPORATION
FUTORIAN FURNISHINGS, INC.
SSC CORPORATION
CHOICE SEATS CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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ENDORSEMENT NO.5
COURT SQUARE CAPITAL LIMITED, CONSOLIDATED FURNITURE
CORPORATION, FURNITURE COMFORT CORPORATION, SSC CORPORATION, AND CHOICE SEATS
CORPORATION hereby agree that the promissory note, as amended, to which this
Endorsement No. 5 is attached (the "Revolving Credit Note") shall be and hereby
is amended as follows:
A. Each occurrence of the amount of the amount
"$200,000,000" on page 1 of the Revolving Credit Note is deleted and the amount
"$245,000,000" is inserted in lieu thereof.
B. The words "Two Hundred Million" are deleted from the
first paragraph of the Revolving Credit Note and the words "Two Hundred Forty
Five Million" are inserted in lieu thereof.
Date: July 1, 1997
COURT SQUARE CAPITAL LIMITED
By: /s/ M. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
M. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
CONSOLIDATED FURNITURE CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President,
Chief Financial Officer,
Secretary, Treasurer and
Controller
FURNITURE COMFORT CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Treasurer and
Secretary
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SSC CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Treasurer and
Secretary
CHOICE SEATS CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer, Vice President and
Secretary
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