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Exhibit 4.64
TENTH AMENDMENT
TENTH AMENDMENT, dated as of December 29, 2000, to the Increasing Rate
Senior Subordinated Debentures due January 3, 1996 of Consolidated Furniture
Corporation (formerly known as Mohasco Corporation) (the "Borrower") issued in
the original principal amount of $80,000,000 to Court Square Capital Limited
(formerly known as Citicorp Capital Investors Ltd.) (the "Lender") dated as of
September 22, 1989, as amended (the "Security") and the indenture attached as
Exhibit A thereto (the "Indenture"). Capitalized terms used herein without
definition shall have the same meaning as ascribed to such terms in the Security
and the Indenture.
Background
Pursuant to the terms of the Security and Section 9.2 of the Indenture, the
Borrower and the trustee under the Indenture may effect amendments to the
Security and the Indenture with the consent of all Securityholders. Pursuant to
the terms of the Security and Section 11.16 of the Indenture, if a trustee has
not been appointed under the Indenture, the Borrower, with the consent of all
Securityholders, may effect such amendments without the consent of a trustee.
The Lender is the sole Securityholder and no trustee has been appointed under
the Indenture. The parties have agreed to amend the Security and the Indenture
to extend the maturity date of the Security from January 2, 2001 to January 2,
2002.
Terms
In consideration of the foregoing premises and the agreements and covenants
contained herein, and intending to be legally bound, the parties hereto agree as
follows:
Section 1. Amendments.
1.1 The Security shall be amended as set forth in Endorsement No.
9 thereto, which Endorsement shall be in the form of Annex A
hereto. The Lender is hereby authorized to attach to its
Security such Endorsement No. 9 executed by a duly authorized
officer of the Borrower, and to insert on the face of its
Security the following legend:
"THIS SECURITY SHALL BE DEEMED TO INCLUDE ENDORSEMENT NO. 9 DATED AS
OF DECEMBER 29, 2000 WHICH IS ATTACHED HERETO."
1.2 The Indenture is hereby amended as follows:
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(a) The date "January 2, 2001" is deleted from the fourth
line of the cover page of the Indenture and the date
"January 2, 2002" is inserted in lieu thereof.
(b) The date "January 2, 2001" is deleted from the second
paragraph on page 1 of the Indenture and the date
"January 2, 2002" is inserted in lieu thereof.
(c) The date "January 2, 2001" is deleted from the definition
of "Securities" in Section 1.1 of the Indenture and the
date "January 2, 2002" is inserted in lieu thereof.
Section 2. Conditions to Effectiveness. This Tenth Amendment shall
become effective when the Endorsement No. 9 in the form of
Annex A hereto is executed on behalf of the parties hereto and
delivered to the Lender.
Section 3. Effect of Amendment on Security and Indenture.
3.1 Except as specifically amended above, the Security and the
Indenture shall remain in full force and effect and hereby are
ratified and confirmed. As used in the Security and the
Indenture, the terms "Security" or "Indenture", "this
Security" or "this Indenture", "herein", "hereinafter",
"hereunder", "hereto", and words of similar import shall,
unless the context requires otherwise, mean the Security and
the Indenture as amended by this Tenth Amendment.
3.2 The execution, delivery and effectiveness of this Tenth
Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of the
Lender under the Security or the Indenture.
Section 4. Execution and Counterparts. This Tenth Amendment may be
executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and
all of which together shall constitute one and the same
instrument.
Section 5. Governing Law. This Tenth Amendment shall be governed by the
laws of the State of New York applicable to contracts to be
performed wholly in the State of New York, without regard to
the conflicts of laws rules thereof.
Section 6. Headings. Section headings in this Tenth Amendment are
included herein for convenience of reference only and shall
not constitute a part of this Tenth Amendment for any other
purpose.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Tenth Amendment to
be duly executed by their respective officers as of the date first above
written.
CONSOLIDATED FURNITURE CORPORATION
By: _______________________________
Xxxx X. Xxxxxx
Executive Vice President
By: _______________________________
Xxxx X. Xxxxxx
Chief Financial Officer,
Treasurer and Controller
COURT SQUARE CAPITAL LIMITED
By: _______________________________
M. Xxxxxx Xxxxxxxx
Vice President
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ANNEX A
FORM OF ENDORSEMENT NO. 9
CONSOLIDATED FURNITURE CORPORATION and COURT SQUARE CAPITAL LIMITED hereby
agree that the promissory note to which this Endorsement No. 9 is attached (the
"Debentures") shall be and hereby is amended as follows:
A. Delete the words "January 2, 2001" appearing on the front of the
Debentures and substitute therefor the words "January 2, 2002."
B. Delete the words "due January 2, 2001" appearing on the first page of
the back of the Debentures and substitute therefor the words "due January 2,
2002."
Date: December 29, 2000
[Signatures]
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ENDORSEMENT NO. 9
CONSOLIDATED FURNITURE CORPORATION and COURT SQUARE CAPITAL LIMITED hereby
agree that the promissory note to which this Endorsement No. 9 is attached (the
"Debentures") shall be and hereby is amended as follows:
A. Delete the words "January 2, 2001" appearing on the front of the
Debentures and substitute therefor the words "January 2, 2002."
B. Delete the words "due January 2, 2001" appearing on the first page of
the back of the Debentures and substitute therefor the words "due January 2,
2002."
CONSOLIDATED FURNITURE CORPORATION
Dated: December 29, 2000 By:______________________________________
Xxxx X. Xxxxxx
Executive Vice President
Dated: December 29, 2000 By:______________________________________
Xxxx X. Xxxxxx
Chief Financial Officer,
Treasurer and Controller
COURT SQUARE CAPITAL LIMITED
Dated: December 29, 2000 By:______________________________________
M. Xxxxxx Xxxxxxxx
Vice President
