CREDIT DOCUMENTS AMENDMENT AGREEMENT dated as of February 9, 1995, among AMERICAN STANDARD COMPANIES INC., formerly known as ASI Holding Corporation, a Delaware corporation ("Holding"); AMERICAN STANDARD INC., a Delaware corporation ("ASI"); the...
CREDIT DOCUMENTS AMENDMENT AGREEMENT dated
as of February 9, 1995, among AMERICAN STANDARD
COMPANIES INC., formerly known as ASI Holding
Corporation, a Delaware corporation ("Holding");
AMERICAN STANDARD INC., a Delaware corporation
("ASI"); the Domestic Subsidiaries of ASI and the
Foreign Subsidiaries of ASI listed in Schedule I, the
"ASI Subsidiaries" and, together with Holding and
ASI, the "ASI Parties") and CHEMICAL BANK, as
Administrative Agent and as Collateral Agent for the
Lenders party to the Credit Agreement referred to
below. (in such capacity, the "Collateral Agent").
Preliminary Statement
A. Holding, ASI and certain ASI
Subsidiaries are parties to a Credit Agreement dated
as of June 1, 1993 (as amended and in effect
immediately prior to the effectiveness of the
transactions contemplated by the Assignment and
Amendment Agreement referred to below, the "1993 ASI
Credit Agreement"), with the lenders party thereto
(the "Original Lenders"). Such ASI Parties desire to
amend and restate the 1993 ASI Credit Agreement and
to restructure all outstanding loans and commitments
thereunder (including by providing for the repayment
of certain of such loans).
B. Certain of the Original Lenders
and certain other lenders (collectively, the
"Continuing Lenders") are willing (a) to amend and
restate the 1993 ASI Credit Agreement in the form of
the Amended and Restated Credit Agreement being
executed and delivered on the date hereof (the
"Amended and Restated Credit Agreement"; capitalized
terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the
Amended and Restated Credit Agreement), among such
ASI Parties and the Continuing Lenders, and (b) to
restructure the outstanding loans and commitments
under the 1993 ASI Credit Agreement, such amendment,
restatement and restructuring to be effected on the
terms and conditions set forth in the Assignment and
Amendment Agreement dated as of the date hereof (the
"Assignment and Amendment Agreement") among such ASI
Parties, the Original Lenders and the Continuing
Lenders.
C. The parties desire that certain
of the guarantees of, and security interests
securing, obligations under the 1993 ASI Credit
Agreement and the other "Credit Documents" as defined
therein (collectively, the "Credit Documents") be
amended to the extent provided herein and, in such
original or amended form (as applicable), continue to
guarantee and to secure obligations under the Amended
and Restated Credit Agreement and the Credit
Documents.
Accordingly, the parties hereto
hereby agree as follows:
I. AMENDMENT
SECTION 1.01. Amendment and
Restatement. Except as provided in Section 1.03, on
the Effective Date (as defined in the Assignment and
Amendment Agreement) and upon the consummation of the
assignments referred to therein, (1) any reference in
any Credit Document to (a) the term "Credit
Agreement" or "1993 Credit Agreement" or any term in
English or a language other than English including
either of the foregoing or having a meaning
comparable thereto shall be amended to refer to the
Amended and Restated Credit Agreement (as such
agreement may be amended, modified or supplemented
and in effect from time to time), (b) the term
"Credit Document" or any term in English or a
language other than English including the foregoing
or having a meaning comparable thereto shall be
amended to refer to the Credit Document as amended
(if applicable) hereby (as such agreement may be
amended, modified or supplemented and in effect from
time to time) and (c) an agreement which is a Credit
Document shall be amended to refer to such agreement
as amended, modified or supplemented and in effect
from time to time, and (2) the definition of any term
defined in any Credit Document by reference to the
terms defined in the 1993 ASI Credit Agreement shall
be amended to be defined by reference to the defined
term in the Amended and Restated Credit Agreement, as
the same may be amended, modified or supplemented and
in effect from time to time. Notwithstanding any
provision of this Agreement, the provisions of the
existing Credit Documents (as in effect immediately
prior to the date hereof), including all defined
terms used therein, will continue to be effective as
to all matters arising out of or in any way related
to facts or events existing or occurring prior to the
Effective Date. Except as expressly amended hereby
(if applicable), the Credit Documents shall continue
in full force and effect for the benefit of the
Continuing Lenders.
SECTION 1.02 Confirmation. Subject
to Section 1.03, Holding, ASI and each ASI Subsidiary
executing this Agreement confirm their respective
guarantees, pledges and grants of security interests,
as applicable, and agree that such guarantees,
pledges and grants of security interests shall accrue
to the benefit of the Continuing Lenders under the
Amended and Restated Credit Agreement.
SECTION-1.03 Exception. The
provisions of this Agreement shall not apply to the
Credit Documents listed in Schedule II (the "Excepted
Credit Documents") and any amendment of or reference
to the amendment of Credit Documents herein shall not
include or effect any amendment to, or confirmation
of, or affect any representation in respect of, any
of the Excepted Credit Documents, which shall remain
in full force and effect without amendment or
confirmation.
II. REPRESENTATIONS AND WARRANTIES
Holding, ASI and each of the ASI
Subsidiaries represents and warrants to the
Collateral Agent that it has the corporate power and
authority to execute, deliver and perform its
obligations under this Agreement and that this
Agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with
its terms, except as such enforcement may be limited
by applicable bankruptcy, insolvency, reorganization,
moratorium and other similar laws affecting the
enforceability of creditors' rights generally and by
general principles of equity or, in the case of the
Foreign Subsidiaries, applicable laws disclosed in
legal opinions delivered pursuant to the 1993 ASI
Credit Agreement or the Amended and Restated Credit
Agreement, as applicable. Holding and ASI represent
and warrant to the Collateral Agent that Schedules I
and III comprise a true and complete list of the
Domestic Subsidiaries and the Foreign Subsidiaries
which are (or are under the 1993 ASI Credit Agreement
or the Amended and Restated Credit Agreement required
to be), as of the date of this Agreement, parties to
any Domestic or Foreign Guarantee, any Domestic
Securities Pledge Agreement or any Domestic or
Foreign Security Agreement.
III. MISCELLANEOUS
SECTION 3.01. Successors and Assigns
This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their
respective successors and assigns.
SECTION 3.02. APPLICABLE LAW. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO NEW YORK'S CONFLICTS OF LAWS
PROVISIONS (OTHER THAN NEW YORK STATE GENERAL
OBLIGATIONS LAW S 5-1401) EXCEPT AS REQUIRED
BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE
EXTENT THAT THE VALIDITY OR PERFECTION OF THE
SECURITY INTERESTS CREATED UNDER ANY CREDIT DOCUMENT
OR REMEDIES THEREUNDER IN RESPECT OF ANY PLEDGED
COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION
OTHER THAN THE STATE OF NEW YORK. NOTWITHSTANDING THE
FOREGOING, TO THE EXTENT THIS AGREEMENT AMENDS OR
OTHERWISE AFFECTS ANY DOCUMENT OR AGREEMENT GOVERNED
BY THE LAWS OF ANOTHER JURISDICTION, THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF SUCH JURISDICTION.
SECTION 3.03. Amendment. This Agreement may be
waived, modified or amended only by a written
agreement executed by each of the parties hereto.
SECTION 3.04. Counterparts. This
Agreement may be executed in any number of
counterparts and by the different parties hereto on
separate counterparts, each of which when so executed
and delivered shall be an original, but all of which
shall together constitute one and the same agreement.
Delivery of an executed counterpart of a signature
page of this Agreement by facsimile transmission
shall be effective as delivery of a manually executed
counterpart of this Agreement.
SECTION 3.05. No Novation. Neither
this Agreement nor the execution, delivery or
effectiveness of the Amended and Restated Credit
Agreement or the Assignment and Amendment Agreement
shall extinguish the obligations for the payment of
money outstanding under the 1993 ASI Credit Agreement
or the Amended and Restated Credit Agreement or
discharge or release the Lien or priority of any
pledge agreement or any other security therefor.
Nothing herein contained shall be construed as a
substitution or novation of the obligations
outstanding under the 1993 ASI Credit Agreement or
the Amended and Restated Credit Agreement or
instruments securing the same, which shall remain in
full force and effect, except to any extent modified
hereby or by instruments executed concurrently
herewith. Nothing implied in this Agreement, the
Amended and Restated Credit Agreement, the Assignment
and Amendment Agreement or any other document
contemplated hereby or thereby shall be construed as
a release or other discharge of any Borrower or any
Guarantor or any Pledgor under any Credit Document
from any of its obligations and liabilities as a
"Borrower", "Guarantor" or "Pledgor" under the 1993
ASI Credit Agreement or the Credit Documents. Each of
the 1993 ASI Credit Agreement and the Credit
Documents shall remain in full force and effect,
until (as applicable) and except to any
extent modified hereby or by the Assignment and
Amendment Agreement or in connection herewith or
therewith.
SECTION 3.06. Effectiveness. This Agreement
shall become effective as to each signatory and the
Credit Documents to which it is a party upon receipt
by the Collateral Agent of such signatory's executed
signature page.
IN WITNESS WHEREOF, each of the
parties hereto has caused this Agreement to be duly
executed and delivered as of the date first above
written.
AMERICAN STANDARD COMPANIES INC.,
by
/s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Treasurer
AMERICAN STANDARD INC.,
by
/s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Treasurer
AMERICAN STANDARD CREDIT INC.,
by
/s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Treasurer
A-S ENERGY INC.,
by
/s/ Xxxx Xxxx Xxxxxxx
Name: Xxxx Xxxx Xxxxxxx
Title: Vice President
SAU CORP.,
by
/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President
WABCO WESTINGHOUSE CIS HOLDING INC.,
by
/s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Treasurer
AMERICAN RADIATOR & STANDARD
SANITARY CORPORATION
AMERICAN STANDARD INTERNATIONAL
INC.
AMERICAN STANDARD TRANE, LTD.
AMSTAN INTERNATIONAL LTD.
AMSTAN CORPORATION
AMSTAN TRUCKING INC.
XXXXXXXX WESTINGHOUSE COMPANY
DFM CORPORATION
FLUID POWER INC.
FWJ INC.
IDEAL-STANDARD INC.
IT HOLDINGS INC.
MWM CORPORATION
NETHER HOLDINGS INC.
REEFCO INC.
STANDARD SANITARY MANUFACTURING
COMPANY
THE HERMANN SAFE COMPANY
THE TRANE COMPANY (DELAWARE)
THE TRANE COMPANY (NEVADA)
TRANE EXPORT, INC.
TRANE HELLAS, INC.
UNIVERSAL RAILWAY DEVICES
COMPANY
U.S. RAILWAY INC.
WABCO AUTOMOTIVE CONTROL
SYSTEMS INC.
WABCO COMPANY
WABCO STANDARD EXPORT LTD.
WESTINGHOUSE AIR BRAKE
INTERNATIONAL CORPORATION
WORLD STANDARD LTD.,
by
/s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and
Treasurer
A-S THAI HOLDINGS LTD.
(formerly known as XXXXXXXX
CHART SUPPLY, INC.)
X.X. XXXX INC.
CAG INC.
COMPROMISE HOLDINGS, CORP.
XXXXXX XXXXXX CORP.
DOMINO DOPANT INC.
IAS INC.
IVES REP, INC.
LOCUS COERULEUS, CORP.
M.C. CAPSULE INC.
XXXXXXXXX SIZING CORP.
XXXXXXX & SONS, INC.
PAMMEL CREEK CORP.
S.S. FROSCA & CO.
XXXXXX & CO.,
by
/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President
AMERICAN STANDARD PHILIPPINE
HOLDINGS INC.
AMERICAN STANDARD (UK) LIMITED
XXXXXXX DEWANDRE HOLDINGS
LIMITED
IDEAL STANDARD GMBH
IDEAL STANDARD LIMITED
IDEAL STANDARD S.A. DE C.V.
IDEAL STANDARD S.P.A.
IDEAL STANDARD WABCO
INDUSTRIA E COMMERCIO LTDA.
NETHER HOLDINGS INC.
SOCIETE TRANE
STANDARD EUROPE
THE BRIDGE FOUNDRY CO.
LIMITED
TRANE BETEILIGUNGS-GMBH
TRANE DEUTSCHLAND GMBH
TRANE S.A.
TRANE (UK) LIMITED
WABCO AUTOMOTIVE (UK)
LIMITED
WABCO GMBH
WABCO STANDARD GMBH
WABCO STANDARD TRANE B.V.
WABCO WESTINGHOUSE A.G.
WABCO WESTINGHOUSE B.V.
WABCO WESTINGHOUSE GMBH
WABCO WESTINGHOUSE SPRING
BRAKES B.V.
WESTINGHOUSE AIR BRAKE BRASIL
S.A.
by
/s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Attorney-in-Fact
WABCO STANDARD TRANE INC.
by
/s/ Xxxxxx Xxxxx
Name: Xxxxxx X. Xxxxxxxxx
Authorized Signing Officer
CHEMICAL BANK, individually
and as Collateral Agent
by
/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
