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EXHIBIT 10.1
THIRD AMENDMENT TO CREDIT AGREEMENT
THIRD AMENDMENT TO CREDIT AGREEMENT ("Third Amendment"),
dated as of March 9, 1998, among U.S. Home Corporation, a Delaware
corporation (the "Borrower"), the Lenders (the "Lenders") party to the
Amended and Restated Credit Agreement dated as of May 28, 1997 (as amended
by the Consent and First Amendment to Credit Agreement dated August 22,
1997, and by the Consent and Second Amendment to Credit Agreement dated
January 15, 1998, the "Credit Agreement"), among the Borrower, such Lenders
and THE FIRST NATIONAL BANK OF CHICAGO, as Agent (the "Agent"), and the
Agent.
RECITALS:
A. The Borrower, the Lenders and the Agent have previously
entered into the Credit Agreement.
B. The parties hereto desire to amend the Credit
Agreement to modify the limitations on Investments provided for in Section
8.6(vi).
NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained, the parties hereto, intending to be
legally bound, agree as follows:
1. DEFINITIONS
In addition to the terms defined herein, capitalized terms
used in this Third Amendment shall have the respective meanings ascribed
thereto in the Credit Agreement.
2. INVESTMENTS IN JOINT VENTURES
Section 8.6(vi) is hereby modified by deleting the words
"$35,000,000 in the aggregate" and inserting in place thereof the words "in
the aggregate an amount equal to 15% of Consolidated Tangible Net Worth."
3. MISCELLANEOUS
3.1 This Third Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement,
and any of the parties hereto may execute this Third Amendment by signing
any such counterpart.
3.2 In all respects, including all matters of
construction, validity and performance, this Third Amendment shall be
construed in accordance with the internal laws (and not the laws of
conflicts) of the State of Illinois, but giving effect to federal laws
applicable to national banks.
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IN WITNESS WHEREOF, this Third Amendment has been duly
executed as of the date first above written.
U.S. HOME CORPORATION
By:/s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President - Corporate
Finance and Treasurer
LENDERS:
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By:/s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
GUARANTY FEDERAL BANK, F.S.B.
By:/s/ Xxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By:/s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
Title: Executive Vice President
BANK ONE, ARIZONA, NA
By:/s/ Xxxxx X. Xxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Assistant Vice President
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COMERICA BANK, a Michigan corporation
By:/s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
AMSOUTH BANK
By:/s/ Xxxxx X. Xxxx
----------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
