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EXHIBIT 4.57
TWENTY-THIRD AMENDMENT
TO CREDIT AGREEMENT
THIS TWENTY-THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of
December 15, 1998 (the "Twenty-third 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-third 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-third 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. 7 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. 7 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. 7 DATED
AS OF DECEMBER 15, 1998 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 $327,500,000 during the
fourth quarter of 1998 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 less than $(415,000,000) on the last day of the fiscal quarter
ended December 31, 1998, and each fiscal quarter thereafter.
4.1.6 Working Capital. Permit Working Capital to be less than:
(i) $(280,000,000) on the last day of any fiscal quarter on or prior
to December 31, 1998, and each fiscal quarter thereafter.
4.1.7 Total Debt. Permit Consolidated Indebtedness to exceed
$432,500,000 at any time on or after December 31, 1998.
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:
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"Overadvance Amount" means $312,500,000 during the fourth fiscal
quarter of 1998, and $327,500,000 during the first fiscal quarter of
1999 and thereafter.
Section 5 - 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 3, 2000, when the
Revolving Credit Note shall become due and payable in full.
Section 6 - Conditions to Effectiveness. This Twenty-third Amendment shall be
effective when, and only when, the Lender shall have received counterparts of
this Twenty-third 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-third 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-third 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-third 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-third 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-third Amendment may refer to the "Credit Agreement dated as of September
22, 1989" without making specific reference to the Twenty-third Amendment, but
nevertheless all such references shall be deemed to include this Twenty-third
Amendment unless the context shall otherwise require.
(e) This Twenty-third Amendment shall be governed by, and construed
in accordance with, the law of the State of New York.
(f) The Bank agrees that Consolidated Furniture may use the proceeds
of any borrowings under the Credit Agreement through and including June 30, 1999
to pay the gross amount of the federal and state income taxes due under that
certain settlement (the "Settlement") with the Internal Revenue Service approved
by order dated October 27, 1998 of the United States Bankruptcy Court for the
Southern District of New York (Case No. 96B 40016 (JLG)). The Borrowers agree
that upon any payment of any and all refunds in respect of any taxes due under
the Settlement, the Borrowers shall immediately remit to the Bank the amount of
any such refund as a payment under the Credit Agreement.
[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 third above written.
COURT SQUARE CAPITAL LIMITED
By:
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M. Xxxxxx Xxxxxxxx
Vice President
CONSOLIDATED FURNITURE CORPORATION
By:
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Xxxx X. Xxxxxx
Executive Vice President,
Chief Financial Officer,
Secretary, Treasurer and
Controller
FUTORIAN FURNISHINGS, INC.
By:
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Xxxx X. Xxxxxx
Vice President, Treasurer and
Secretary
SSC CORPORATION
By:
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Xxxx X. Xxxxxx
Vice President, Treasurer and
Secretary
CHOICE SEATS CORPORATION
By:
------------------------------------
Xxxx X. Xxxxxx
Treasurer, Vice President and
Secretary
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FORM OF ENDORSEMENT NO. 7
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. 7 is attached (the "Revolving Credit Note") shall be and hereby
is amended as follows:
A. Each occurance of the amount "$300,000,000" on page 1 of the
Revolving Credit Note is deleted and the amount "327,500,000" is inserted in
lieu thereof.
B. The words "Three Hundred Million," are deleted from the third
paragraph of the Revolving Credit Note and the words "Three Hundred Twenty-Seven
Million Five Hundred Thousand" are inserted in lieu thereof.
Date: December 15, 1998
[Signatures]
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ENDORSEMENT NO. 7
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. 7 is attached (the "Revolving Credit Note") shall be and hereby
is amended as follows:
A. Each occurance of the amount "$300,000,000" on page 1 of the
Revolving Credit Note is deleted and the amount "327,500,000" is inserted in
lieu thereof.
B. The words "Three Hundred Million," as the case may be, are
deleted from the third paragraph of the Revolving Credit Note and the words
"Three Hundred Twenty-Seven Million Five Hundred Thousand" are inserted in lieu
thereof.
Date: December 15, 1998
COURT SQUARE CAPITAL LIMITED
By:
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M. Xxxxxx Xxxxxxxx
Vice President
CONSOLIDATED FURNITURE CORPORATION
By:
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Xxxx X. Xxxxxx
Executive Vice President,
Chief Financial Officer,
Secretary, Treasurer and
Controller
FUTORIAN FURNISHINGS, INC.
By:
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Xxxx X. Xxxxxx
Vice President, Treasurer and
Secretary
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SSC CORPORATION
By:
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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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