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Exhibit 4.63
TWENTY-SEVENTH AMENDMENT
TO CREDIT AGREEMENT
THIS TWENTY-SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 29,
2000 (the "Twenty-seventh 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"), Furniture Comfort Corporation (formerly known as
Mohasco Upholstered Furniture Corporation, and as Futorian Furnishings, Inc. )
(on its behalf and on behalf of each of its Stratford and Barcalounger operating
units) ("Comfort"), 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-seventh 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-seventh 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.
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Exhibit 1.1.3 of the Credit Agreement is hereby amended as set forth in
Endorsement No. 11 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. 11 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. 11 DATED AS OF
DECEMBER 29, 2000 WHICH IS ATTACHED HERETO.
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Section 2 - 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 $500,000,000 during any fiscal
quarter on or prior to December 31, 2001 and thereafter.
Section 3 - Revolving Credit Maturity Date.
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 2, 2002, when the Revolving
Credit Note shall become due and payable in full.
Section 4 - 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 .150 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 $(512,500,000) during the fourth fiscal quarter ended on
December 31, 2000 or (ii) less than $(527,500,000), during the first fiscal
quarter ended on March 31, 2001 and thereafter.
4.1.6 Working Capital. Permit Working Capital to be less than
$(90,000,000) on the last day of any fiscal quarter.
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4.1.7 Total Debt. Permit Consolidated Indebtedness to exceed
$525,000,000 during the first fiscal quarter ended on March 31,
2001 and thereafter.
Section 5 - 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 $440,000,000 during the first fiscal quarter
ended on March 31, 2001 and thereafter.
Section 6 - Conditions to Effectiveness. This Twenty-seventh Amendment shall
be effective when, and only when, the Lender shall have received counterparts of
this Twenty-seventh Amendment executed by each of the Borrowers and copies of
such approvals, opinions or documents as the Lender may reasonably request.
Section 7 - 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-seventh 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-seventh Amendment, all the
representations and warranties of the Borrowers contained in the Credit
Agreement shall be true and correct in all material respects.
Section 8 - 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-seventh 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-seventh 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-seventh
Amendment may refer to the "Credit Agreement dated as of September 22, 1989"
without making specific reference to the Twenty-seventh Amendment, but
nevertheless all such references shall be deemed to include this Twenty-seventh
Amendment unless the context shall otherwise require.
(e) This Twenty-seventh 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 set forth above written.
COURT SQUARE CAPITAL LIMITED
By: ____________________________________
M. Xxxxxx Xxxxxxxx
Vice President
CONSOLIDATED FURNITURE CORPORATION
By: ____________________________________
Xxxx X. Xxxxxx
Executive Vice President,
Chief Financial Officer,
Secretary, Treasurer and Controller
FURNITURE COMFORT CORPORATION
By: ___________________________________
Xxxx X. Xxxxxx
Vice President, Treasurer and
Secretary
SSC CORPORATION
By: ____________________________________
Xxxx X. Xxxxxx
Vice President, Treasurer and
Secretary
CHOICE SEATS CORPORATION
By: ____________________________________
Xxxx X. Xxxxxx
Treasurer, Vice President and
Secretary
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Annex A
FORM OF ENDORSEMENT NO. 11
COURT SQUARE CAPITAL LIMITED (formerly known as Citicorp Capital Investors
Ltd.) and CONSOLIDATED FURNITURE CORPORATION (formerly known as Mohasco
Corporation), FURNITURE COMFORT CORPORATION (formerly known as Mohasco
Upholstered Furniture Corporation, and as Futorian Furnishings, Inc.) (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. 11 is attached (the "Revolving Credit Note") shall be and hereby
is amended as follows:
A. Each occurance of the amount "$435,000,000" on page 1 of the Revolving
Credit Note is deleted and the amount "$500,000,000" is inserted in lieu
thereof.
B. The words "Four Hundred Thirty Five Million" are deleted from the
fourth paragraph of the Revolving Credit Note and the words "Five Hundred
Million" are inserted in lieu thereof.
Date: December 29, 2000
[Signatures]
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ENDORSEMENT NO. 11
COURT SQUARE CAPITAL LIMITED (formerly known as Citicorp Capital Investors
Ltd.) and CONSOLIDATED FURNITURE CORPORATION (formerly known as Mohasco
Corporation), FURNITURE COMFORT CORPORATION (formerly known as Mohasco
Upholstered Furniture Corporation, and as Futorian Furnishing, Inc.) (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. 11 is attached (the "Revolving Credit Note") shall be and hereby
is amended as follows:
A. Each occurance of the amount "435,000,000" on page 1 of the Revolving
Credit Note is deleted and the amount "500,000,000" is inserted in lieu thereof.
B. The words "Four Hundred Thirty Five Million", are deleted from the
fourth paragraph of the Revolving Credit Note and the words "Five Hundred
Million" are inserted in lieu thereof.
Date: December 29, 2000
COURT SQUARE CAPITAL LIMITED
By:
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M. Xxxxxx Xxxxxxxx
Vice President
CONSOLIDATED FURNITURE CORPORATION
By:
------------------------------
Xxxx X. Xxxxxx
Executive Vice President,
Chief Financial Officer,
Secretary, Treasurer and
Controller
FURNITURE COMFORT CORPORATION
By:
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Xxxx X. Xxxxxx
Vice President, Treasurer and
Secretary
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SSC CORPORATION
By:
----------------------------------
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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