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EXHIBIT 4.59
TWENTY-FOURTH AMENDMENT
TO CREDIT AGREEMENT
THIS TWENTY-FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of
April 2, 1998 (the "Twenty-fourth 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-fourth 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-fourth 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. 8 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. 8 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. 8 DATED
AS OF APRIL 2, 1999 WHICH IS ATTACHED HERETO.
Section 2 - Revolving Credit Commitment.
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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 (i) $355,000,000 during
any fiscal quarter on or prior to September 30, 1999, and (ii)
$366,000,000 during the fourth quarter of 1999 and thereafter.
Section 3 - Covenants.
Section 4.1 of the Credit Agreement is hereby amended and restated
to read in its entirety as follows:
SECTION 4.1 Financial Covenants of Borrowers. Borrowers shall not
at any time:
4.1.1 Current Ratio. Permit the ratio of Consolidated
Current Assets to Consolidated Current Liabilities to be less than
0.25 to 1 on the last day of any fiscal quarter.
4.1.2 [Intentionally Omitted.]
4.1.3 [Intentionally Omitted.]
4.1.4 [Intentionally Omitted.]
4.1.5 Consolidated Net Worth. Permit Consolidated Net Worth
to be (i) less than $(435,000,000) on the last day of any fiscal
quarter ended on or prior to September 30, 1999 and (ii) less than
$(450,000,000) on the last day of the fiscal quarter ended on
December 31, 1999, and each fiscal quarter thereafter.
4.1.6 Working Capital. Permit Working Capital to be less
than: $(280,000,000) on the last day of any fiscal quarter on or
prior to September 30, 1999, and each fiscal quarter thereafter.
4.1.7 Total Debt. Permit Consolidated Indebtedness to (i)
exceed $465,000,000 at any time on or before September 30, 1999 or
(ii) exceed $475,000,000 at any time after December 31, 1999.
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Section 4 - 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 (i) $327,500,000 during the first
fiscal quarter of 1999, (ii) $337,500,000 during the second fiscal
quarter of 1999, (iii) $355,000,000 during the third fiscal
quarter of 1999, and (iv) $366,000,000 during the fourth fiscal
quarter of 1999 and thereafter.
Section 5 - Conditions to Effectiveness. This Twenty-fourth Amendment shall
be effective when, and only when, the Lender shall have received counterparts of
this Twenty-fourth 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 Twenty-fourth 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-fourth Amendment,
all the representations and warranties of the Borrowers contained in the Credit
Agreement shall be true and correct in all material respects.
Section 7 - 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-fourth 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-fourth 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-fourth Amendment may refer to the "Credit Agreement dated as of September
22, 1989" without making specific reference to the Twenty-fourth Amendment, but
nevertheless all such references shall be deemed to include this Twenty-fourth
Amendment unless the context shall otherwise require.
(e) This Twenty-fourth 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 fourth above written.
COURT SQUARE CAPITAL LIMITED
By:
-----------------------------------
M. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
CONSOLIDATED FURNITURE CORPORATION
By:
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President,
Chief Financial Officer,
Secretary, Treasurer and
Controller
FUTORIAN FURNISHINGS, INC.
By:
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Treasurer and
Secretary
SSC CORPORATION
By:
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Treasurer and
Secretary
CHOICE SEATS CORPORATION
By:
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer, Vice President and
Secretary
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FORM OF ENDORSEMENT NO. 8
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. 8 is attached (the "Revolving Credit Note") shall be and hereby
is amended as follows:
A. Each occurance of the amount "$327,500,000" on page 1 of
the Revolving Credit Note is deleted and the amount "366,000,000" is inserted in
lieu thereof.
B. The words "Three Hundred Twenty-Seven Million Five Hundred
Thousand," are deleted from the fourth paragraph of the Revolving Credit Note
and the words "Three Hundred Sixty-six Million" are inserted in lieu thereof.
Date: April 2, 1999
[Signatures]
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ENDORSEMENT NO. 8
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. 8 is attached (the "Revolving Credit Note") shall be and hereby
is amended as follows:
A. Each occurance of the amount "$327,500,000" on page 1 of
the Revolving Credit Note is deleted and the amount "366,000,000" is inserted in
lieu thereof.
B. The words "Three Hundred Twenty-Seven Million Five Hundred
Thousand," are deleted from the fourth paragraph of the Revolving Credit Note
and the words "Three Hundred Sixty-six Million" are inserted in lieu thereof.
Date: April 2, 1999
COURT SQUARE CAPITAL LIMITED
By:
--------------------------------------
M. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
CONSOLIDATED FURNITURE CORPORATION
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President,
Chief Financial Officer,
Secretary, Treasurer and
Controller
FUTORIAN FURNISHINGS, INC.
By:
--------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
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Vice President, Treasurer and
Secretary
SSC CORPORATION
By:
--------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Treasurer and
Secretary
CHOICE SEATS CORPORATION
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer, Vice President and
Secretary
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