Exhibit 10.4
FIRST AMENDMENT dated as of September 15, 1997
(this "Amendment"), to the Restated Credit Agreement
dated as of August 15, 1997, (the "Credit Agreement"),
among LifeStyle Furnishings International Ltd., a
Delaware corporation (the "Parent Borrower"); the
subsidiary borrowers named therein (the "Subsidiary
Borrowers" and, together with the Parent Borrower, the
"Borrowers"); FURNISHINGS INTERNATIONAL INC., a Delaware
corporation ("Holdings"); the Lenders (such term and
each other capitalized term used without definition in
this Amendment having the meaning assigned to such term
in the Credit Agreement); The Chase Manhattan Bank, a
New York banking corporation, as the Swingline Lender,
as Administrative Agent and as Collateral Agent for the
Lenders; The First National Bank of Chicago, as Issuing
Bank and Co-Agent; and CIBC, as Co-Agent.
WHEREAS the Borrowers have requested that the Lenders amend the Credit
Agreement and enter into the agreements as set forth below; and
WHEREAS Lenders constituting the Required Lenders are willing, on the
terms, subject to the conditions and to the extent set forth below, to effect
such amendment and enter into such agreements.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the Borrowers, Holdings, Lenders
constituting the Required Lenders, the Administrative Agent and the Issuing Bank
hereby agree, on the terms and subject to the conditions set forth herein, as
follows:
SECTION 1. Amendment. (a) Section 5.04 of the Credit Agreement is hereby
amended by deleting clause (g) thereof and substituting therefor the following:
(g) Prior to March 31 of each fiscal year, a copy of the budget for
its consolidated balance sheet and related statements of income and cash
flows for each quarter of such fiscal year.
SECTION 2. Representations and Warranties. The Borrowers represent and
warrant to each of the Lenders that:
(a) The execution, delivery and performance by Holdings and the Borrowers
of this Amendment (i) have been duly authorized by all requisite corporate
action and (ii) will not (A) violate (1) any provision of law, statute, rule or
regulation, the certificate of incorporation or other constitutive documents or
by-laws of any Loan Party or (2) any order of any Governmental Authority, (B) be
in conflict with, result in a breach of or constitute (alone or with notice or
lapse of time or both) a default under any contractual obligation of any Loan
Party or (C) result in or require the creation or imposition of any Lien (other
than any Lien permitted under Section 6.02(r) of the Credit Agreement after
giving effect to this Amendment, or any Lien created under the Credit Agreement
or
under the Security Documents) upon or with respect to any property or assets now
owned or hereafter acquired by any Loan Party.
(b) This Amendment has been duly executed and delivered by Holdings and
the Borrowers and constitutes a legal, valid and binding obligation of Holdings
and the Borrowers enforceable against each of them in accordance with its terms
except as enforceability may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally or equitable principles relating to
or limiting creditors, rights generally.
(c)(i) The representations and warranties of the Borrowers set forth in
the Loan Documents are true and correct in all material respects as of the date
this Amendment, except to the extent such representations and warranties
expressly relate to an earlier date (in which case such representations and
warranties shall have been true and correct in all material respects on such
earlier date) and (ii) no Default has occurred and is continuing.
SECTION 3. Loan Documents. This Amendment and each certificate and
instrument delivered by any Loan Party in connection herewith shall be a Loan
Document for all purposes.
SECTION 4. Effectiveness. This Amendment shall become effective as of the
date hereof when the Administrative Agent shall have received copies hereof
that, when taken together, bear the signatures of each of the Borrowers,
Holdings and the Required Lenders.
SECTION 5. Notices. All notices hereunder shall be given in accordance
with the provisions of Section 9.01 of the Credit Agreement.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. No Novation. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of or otherwise affect the rights and remedies of any party under the
Credit Agreement, nor alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. This Amendment shall apply and be effective
only with respect to the provision of the Credit Agreement specifically referred
to herein.
SECTION 8. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one agreement. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission
shall be as effective as delivery of a manually executed counterpart of this
Amendment.
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SECTION 9. Headings. Section headings used herein are for convenience of
reference only, are not part of this Amendment and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
LIFESTYLE FURNISHINGS INTERNATIONAL LTD., as the Parent
Borrower,
by
/s/ XXXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
AMETEX FABRICS, INC.,
THE BERKLINE CORPORATION,
DREXEL HERITAGE FURNISHINGS INC.,
HENREDON FURNITURE INDUSTRIES, INC.,
INTERIOR FABRIC DESIGN, INC.,
INTRO EUROPE, INC.,
LA BARGE, INC.,
LEXINGTON FURNITURE INDUSTRIES, INC.,
XXXXXXXX-XXXXX, INC.,
MARBRO LAMP COMPANY,
XXXX, SON & XXXXXXX, INC.,
XXXXXX XXXXX FABRICS, INC.,
XXXXXX XXXXX FABRICS OF N.Y., INC.,
SUNBURY TEXTILE XXXXX, INC.,
UNIVERSAL FURNITURE LIMITED,
Each as a Subsidiary Borrower,
by
/s/ XXXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
LIFESTYLE HOLDINGS, LTD.,
by
/s/ XXXXXX X. XXXX
---------------------------------------
Name: Xxxxxx X. Xxxx
Title: President
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FURNISHINGS INTERNATIONAL, INC.
by
/s/ XXXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK
individually and as Administrative Agent,
Collateral Agent and Swingline Lender,
by
/s/ XXXXXX X. XXXXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Issuing Bank,
by
/s/ XXXXXXXXX XXXXX
---------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Authorized Agent
CIBC INC., individually and as Co-Agent,
by
/s/ XXXXXXX X. XXXXXXXXX
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Director, CIBC Wood Gundy
Securities Corp. as Agent
WACHOVIA BANK,
by
/s/ XXXXXXX XXXXXXXXX, V
---------------------------------------
Name: Xxxxxxx Xxxxxxxxx, V
Title: Vice President
COMERCIA BANK,
by
/s/ XXXXX X. XXXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: First Vice President
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BANK OF TOKYO-MITSUBISHI, TRUST COMPANY,
by
/s/ XXXX X. XXXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
CREDIT LYONNAIS,
by
/s/ ALAIN PANIAESE
---------------------------------------
Name: Alain Paniaese
Title: Executive Vice President
DRESDNER BANK,
by
/s/ B. XXXXX XXXXXXXX
---------------------------------------
Name: B. Xxxxx Xxxxxxxx
Title: Vice President
by
/s/ XXXXXXX X. XXXXX
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Treasurer
FIRST UNION NATIONAL BANK,
by
/s/ XXXXXXX X. XXXXX, XX.
---------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED, New York
Branch,
by
/s/ XXXXXX XXXXXX
---------------------------------------
Name: Xxxxxx Xxxxxx
Title: Joint General Manager
THE MITSUBISHI TRUST & BANKING CORPORATION,
by
/s/ XXXXXXXXX XXXXXXX
---------------------------------------
Name: Xxxxxxxxx Xxxxxxx
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Title: Senior Vice President
SANWA BANK LTD.
by
/s/ XXXXXXX X. XXXX
---------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
THE BANK OF NEW YORK
by
/s/ XXXX XXXXX XXXXXX
---------------------------------------
Name: Xxxx Xxxxx Xxxxxx
Title: Assistant Vice President
THE BANK OF SCOTLAND,
by
/s/ XXXXX XXXX TAT
---------------------------------------
Name: Xxxxx Xxxx Tat
Title: Vice President
BANQUE NATIONALE DE PARIS,
by
/s/ XXXXX X. XXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
DG BANK,
by
/s/ XXXXX XXXXXX
---------------------------------------
Name: Xxxxx XxXxxx
Title: Senior Vice President
by
/s/ XXXX XXXXXXXX
---------------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
DAI ICHI KANGYO BANK LTD.,
by
/s/ SEIICHIRO INO
---------------------------------------
Name: Seiichiro Ino
Title: Vice President
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FIRST AMERICAN NATIONAL BANK,
by
/s/ H. XXXX XXXXXXX
---------------------------------------
Name: H. Xxxx Xxxxxxx
Title: Assistant Vice President
SAKURA BANK LTD.,
by
/s/ HIROYASHU IMANISHI
---------------------------------------
Name: Hiroyashu Imanishi
Title: Vice President & Senior Manager
THE SUMITOMO BANK, LTD.,
by
/s/ XXXX X. XXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
SUNTRUST BANKS INC.,
by
/s/ XXXXX X. XXXX
---------------------------------------
Name: Xxxxx X. Xxxx
Title: Banking Officer
by
/s/ XXXXX X. XXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Banking Officer
PNC BANK, National Association,
by
/s/ XXXX X. XXXXX
---------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
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