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EXHIBIT 4.51
WAIVER AND NINETEENTH AMENDMENT
TO CREDIT AGREEMENT
THIS WAIVER AND NINETEENTH AMENDMENT TO CREDIT AGREEMENT, dated as of
January 30, 1998 (the "Nineteenth 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 Nineteenth 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 Nineteenth Amendment, to such amendment.
C. The Borrowers have also requested that the Lender waive certain
provisions of the Credit Agreement applicable with respect to certain periods as
set forth herein, and the Lender has agreed, subject to the terms and conditions
of this Nineteenth Amendment, to such waiver.
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 - Overadvance Amount.
The Lender hereby agrees to waive compliance by Borrowers with
respect to the prompt payment of aggregate unpaid principal balance of all
Revolving Credit Loans exceeding the Borrowing Base plus the Overadvance Amount
as discussed in Section 1.1.7 of the Credit Agreement for the period beginning
December 31, 1997 and ending March 1, 1998.
Section 2 - Revolving Credit Maturity Date.
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The definition of "Revolving Credit Maturity Date" in Section 6.1 of
the Credit Agreement is hereby amended and restated to read in
its entirety as follows:
"Revolving Credit Maturity Date" means January 4, 1999,
when the Revolving Credit Note shall become due and payable in full.
Section 3 - Covenants.
The Lender hereby agrees to waive compliance by Borrowers with
respect to the covenants set forth in Section 4.1.1, Section 4.1.5, Section
4.1.6 and Section 4.1.7 of the Credit Agreement for the period beginning
December 31, 1997 and ending March 1, 1998
The Credit Agreement is hereby amended by deleting the period at the
end of Section 4.10 Liens on Collateral and replacing it with the following:
(f) liens granted pursuant to that certain Loan and
Security Agreement dated February __, 1998 by and between Congress
Financial Corporation and Futorian and the agreements contemplated
thereby (the "Congress Loan Agreement"); or
(g) liens and security interests of Xxxxxxx Upholstered
Furniture Corporation ("Xxxxxxx") on assets of Futorian granted
pursuant to intercompany loans by Xxxxxxx to Futorian provided for in
the Congress Loan Agreement.
The Credit Agreement is amended by deleting Section 4.11 Indebtedness
in its entirety and replacing it with the following:
SECTION 4.11 Indebtedness. No Borrower will or will permit
any of its Subsidiaries to create, incur, suffer to exist or make any
prepayment upon, and Indebtedness other than (a) Indebtedness which
is secured by liens or security interests permitted under clauses
(a), (b) or (c) of Section 4.10, (b) Indebtedness described on
Exhibit 3.3(b), (c) Indebtedness which is secured by liens or
security interests permitted by clauses (d), (e), (f) or (g) of
Section 4.10, and (e) Indebtedness arising pursuant to the Factoring
Agreement dated September __, 1996 by and between Barcalounger and
Capital Factors, Inc.; provided, that Lender shall have first
provided written authorization to Barcalounger prior to Barcalounger
making any request for, or receiving any advances under, such
agreement.
The Credit Agreement is hereby amended by deleting the period at the
end of Section 4.12 Loans and Investments and replacing it with the following:
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and
(f) loans by Futorian to Xxxxxxx and Consolidated pursuant
to intercompany loans permitted under the Congress Loan Agreement.
Section 4 - Conditions to Effectiveness. This Nineteenth Amendment shall be
effective when, and only when, the Lender shall have received counterparts of
this Nineteenth Amendment executed by each of the Borrowers and copies of such
approvals, opinions or documents as the Lender may reasonably request.
Section 5 - 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 Nineteenth 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 Nineteenth 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 Nineteenth 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 Nineteenth 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 Nineteenth
Amendment may refer to the "Credit Agreement dated as of September 22, 1989"
without making specific reference to the
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Nineteenth Amendment, but nevertheless all such references shall be
deemed to include this Nineteenth Amendment unless the context shall otherwise
require.
(e) This Nineteenth 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:
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M. Xxxxxx Xxxxxxxx
Vice President
CONSOLIDATED FURNITURE CORPORATION
By: /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
Executive Vice President,
Chief Financial Officer,
Secretary, Treasurer and
Controller
FUTORIAN FURNISHINGS, INC.
By: /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
Vice President, Treasurer and
Secretary
SSC CORPORATION
By: /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
Vice President, Treasurer and
Secretary
CHOICE SEATS CORPORATION
By:
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Xxxx X. Xxxxxx
Treasurer, Vice President and
Secretary
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