SECOND AMENDMENT (this "Amendment") dated as
of August 20, 1997 to the Amended and Restated Credit
Agreement dated as of January 31, 1997 (as amended,
the "Credit Agreement"; capitalized terms used and
not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement), among
American Standard Companies Inc. ("Holding");
American Standard Inc. ("ASI"); the Subsidiaries of
ASI listed in Schedule I thereto (the "Subsidiary
Borrowers" and, together with ASI, the "Borrowers");
the financial institutions party thereto (the
"Lenders"); The Chase Manhattan Bank, as
administrative agent for the Lenders (in such
capacity, the "Administrative Agent"); Citibank,
N.A., as Documentation Agent (the "Documentation
Agent"); and The Bank of Nova Scotia and Nationsbank,
N.A., as Co-Syndication Agents (the "Co-Syndication
Agents" and, together with the Documentation Agent
and the Administrative Agent, the "Agents").
ASI, Holding and the Subsidiary Borrowers have requested that the Credit
Agreement be amended in order to permit ASI (a) to issue and sell up to
$1,000,000,000 aggregate principal amount of its senior and/or subordinated
unsecured debt securities to be unconditionally guaranteed by Holding and (b) to
use the proceeds therefrom to redeem or to purchase pursuant to a tender offer
or tender offers on or prior to December 31, 1998 its 10-1/2% Senior
Subordinated Discount Debentures or its 9-7/8% Senior Subordinated Notes due
2001 or, on or prior to June 1, 1999, its 10-7/8% Senior Notes and, pending such
redemption(s) or purchase(s), to prepay temporarily Loans outstanding under the
Credit Agreement. The Lenders and the Agents have agreed to such amendments upon
the terms and subject to the conditions set forth herein. Accordingly, the
parties hereto agree as follows:
ARTICLE I. AMENDMENT
SECTION 1.01. Amendment of Article I. The following new definition is
hereby inserted in its proper alphabetical position in Article I of the Credit
Agreement:
"New Debt Securities" shall mean senior and/or subordinated
unsecured debt securities of ASI in an aggregate principal amount not
greater than $1,000,000,000, not maturing or subject to any sinking
fund or any mandatory redemption, prepayment or repurchase requirement
prior to February 1, 2002, and unconditionally guaranteed by Holding
but not by any Subsidiary of ASI.
SECTION 1.02. Amendment of Section 3.04(a). Section 3.04(a) of the Credit
Agreement is hereby amended by the insertion of the following sentence at the
end of such Section:
"Notwithstanding the foregoing, if ASI shall have issued and
sold New Debt Securities, and if ASI shall have applied all or part of
such Net Cash Proceeds to prepay Revolving Credit Loans, ASI may use
the proceeds of borrowings hereunder (in addition to the uses permitted
pursuant to clause (B) above) in an aggregate amount not greater than
the amount so prepaid to redeem, repay or purchase pursuant to tender
offer(s) its 10-1/2% Senior Subordinated Discount Debentures, 10-7/8%
Senior Notes and 9-7/8% Senior Subordinated Notes due 2001."
SECTION 1.03. Amendment to Section 6.04(d). Section 6.04(d) of the Credit
Agreement is hereby amended to read in its entirety as follows:
"(d) (i) the New Debt Securities and the guarantee thereof by
Holding; provided that any Net Cash Proceeds thereof in excess of
$150,000,000 are used on or prior to December 31, 1998, and such
remaining $150,000,000 of Net Cash Proceeds are used on or prior to
June 1, 1999, in either case to purchase pursuant to a tender offer or
to redeem the 10-1/2% Senior Subordinated Discount Debentures, the
10-7/8% Senior Notes or ASI's 9-7/8% Senior Subordinated Notes due 2001
and, pending any such redemption, to temporarily prepay Revolving
Credit Loans outstanding under the Credit Agreement, and (ii) other
Indebtedness of ASI the Net Cash Proceeds of which are used (x) to
finance the acquisition, redemption or prepayment of Indebtedness or
(y) to refinance any Indebtedness issued to finance the acquisition or
prepayment of the 10-7/8% Senior Notes; so long as (A) if the
Indebtedness so acquired, redeemed or prepaid is outstanding under any
revolving credit or similar commitment other than the Credit Agreement,
such commitment is permanently reduced by an amount equal to the
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amount of such acquisition, redemption or prepayment, and (B) any such
new Indebtedness referred to in this clause (ii) is subordinated to the
Obligations to at least the same extent, if any, and is otherwise on
terms (including maturity, interest rate, amortization and prepayment
and redemption requirements, and, in the good faith judgment of ASI,
covenants and events of default) at least as favorable to ASI and the
Lenders as the Indebtedness being acquired, redeemed or prepaid and, in
the case of Indebtedness permitted under clause (ii)(y), such
Indebtedness is issued no later than June 30, 1998;".
SECTION 1.04. Amendment to Section 6.07. Section 6.07 of the Credit
Agreement is hereby amended by amending subsection 6.07(b)(iv) to read in its
entirety as follows:
"(iv) up to $250,000,000 aggregate principal amount of outstanding
10-1/2% Senior Subordinated Discount Debentures may be redeemed on or
after June 1, 1998 with the proceeds of Loans hereunder and the
outstanding 10-1/2% Senior Subordinated Discount Debentures and 9-7/8%
Senior Subordinated Notes due 2001 may be redeemed on or prior to
December 31, 1998 and the outstanding 10-7/8% Senior Notes may be
redeemed on or prior to June 1, 1999, in either case with the proceeds
of Loans hereunder in an aggregate amount not greater than the amount
of Revolving Credit Loans prepaid by the application of the Net Cash
Proceeds of the New Debt Securities;".
ARTICLE II. REPRESENTATIONS AND WARRANTIES
Each of Holding, ASI and the other Borrowers hereby represents and warrants
(but, in the case of representations and warranties relating to Credit Parties
and their Subsidiaries, only as to itself and its Subsidiaries, it being
understood that Holding and ASI make all representations and warranties as to
all parties) to each Lender and the Administrative Agent that this Amendment (a)
has been duly authorized, executed and delivered by Holding, ASI and each other
Borrower or Credit Party and constitutes the legal, valid and binding obligation
of each such person enforceable against it in accordance with its terms, except
as enforcement thereof 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, and (b) will
not conflict in any respect material to the rights or interests of the Lenders
with or result in any breach of any of the terms, covenants, conditions or
provisions of, or constitute (with notice or lapse of time or both) a default
under, or result in a required prepayment of, or (other than as permitted by the
Credit Agreement as amended hereby or as contemplated by the Security Documents)
result in the creation or imposition of (or the obligation to create or impose)
any Lien upon any of the properties or assets of any Credit Party or any of its
Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust,
agreement or other instrument to which any Credit Party is a party or by which
it may be subject.
ARTICLE III. EFFECTIVENESS
SECTION 3.01. Effectiveness. This Amendment shall become effective when the
following conditions precedent shall have been satisfied:
(a) the Administrative Agent shall have received, on behalf of
the Lenders, an Officer's Certificate of ASI, dated the date of this Amendment,
confirming compliance with the conditions precedent set forth in paragraphs (b)
and (c) of Section 4.01 of the Credit Agreement insofar as such conditions
precedent relate to ASI and its subsidiaries;
(b) all legal matters incidental to this Amendment shall be
satisfactory to the Administrative Agent and to Cravath, Swaine & Xxxxx, counsel
for the Administrative Agent; and
(c) the signature lines at the foot of this Amendment shall
have been executed by Lenders sufficient to effect this Amendment under
the terms of the Credit Agreement.
ARTICLE IV. MISCELLANEOUS
SECTION 4.01. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 4.02. Expenses. ASI shall pay all reasonable out-of-pocket expenses
incurred by the Administrative Agent in connection with the preparation,
negotiation, execution, delivery and enforcement of this Amendment, including,
but not limited to, the reasonable fees, charges and disbursements of Cravath,
Swaine & Xxxxx, counsel for the Administrative Agent. The agreement set forth in
this Section 4.02 shall survive the termination of the Credit Agreement.
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SECTION 4.03. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date first above
written.
Notice Address: AMERICAN STANDARD COMPANIES INC.,
Xxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000 by
Attention: Treasurer --------------------------------
Name:
Title:
BORROWERS:
Notice Address: AMERICAN STANDARD INC.,
Xxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000 by
Attention: Treasurer --------------------------------
Name:
Title:
Notice Address: AMERICAN STANDARD CREDIT INC.,
00-00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000 by
Attention: Secretary ---------------------------------
Name:
Title:
*Notice Address: WABCO STANDARD GMBH,
Xxxxxxxxxxxx Xxxxxxx 00 by
0000 Xxxx 0, Xxxxxxx ---------------------------------
Attention: Director Finance Name:
Title:
*Notice Address: AMERICAN STANDARD (UK) CO.,
Beacon Works, Texas Street
Xxxxxx, Leeds by
LS27 OHQ ---------------------------------
UNITED KINGDOM Name:
Attention: Vice President Title:
and General Manager
*Notice Address: STANDARD EUROPE, a European Economic
c/o WABCO Westinghouse Interest Grouping,
-4-
Equipments Automotibles
Avenue Xxxxxxxx Xxxxxx 44 by
77411 Claye-Souilly ----------------------------------
FRANCE Name:
Attention: Director Finance Title:
and Administration
*Notice Address: WABCO STANDARD TRANE INC.,
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx by
CANADA M6H 2B1 ---------------------------------
Attention: Vice President Name:
Control and Finance Title:
*Notice Address: WABCO STANDARD TRANE B.V.,
Xxxxxxxxxxxxx 000
0000 XX Hoofddorp by
The Netherlands ---------------------------------
Attention: Managing Director Name:
Title:
ADMINISTRATIVE AGENT:
THE CHASE MANHATTAN BANK, individually
and as Administrative Agent,
by
------------------------------------
Name:
Title:
DOCUMENTATION AGENT:
CITIBANK, N.A., individually and as
Documentation Agent,
by
------------------------------------
Name:
Title:
CO-SYNDICATION AGENTS:
THE BANK OF NOVA SCOTIA, individually and
as Co-Syndication Agent,
by
------------------------------------
Name:
Title:
NATIONSBANK, N.A., individually and as
Co-Syndication Agent,
by
------------------------------------
Name:
Title:
-5-
SENIOR MANAGING AGENTS:
BANKERS TRUST COMPANY, individually and as
Senior Managing Agent,
by
------------------------------------
Name:
Title:
DEUTSCHE BANK AG, New York and/or Cayman
Islands Branch, individually and as Senior
Managing Agent,
by
------------------------------------
Name:
Title:
by
------------------------------------
Name:
Title:
MANAGING AGENTS:
THE BANK OF NEW YORK, individually and as
Managing Agent,
by
------------------------------------
Name:
Title:
BANQUE PARIBAS, individually and as
Managing Agent,
by
------------------------------------
Name:
Title:
by
------------------------------------
Name:
Title:
CIBC INC., individually and as Managing
Agent,
by
------------------------------------
Name:
Title:
-6-
CIBC WOOD GUNDY plc,
by
------------------------------------
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE, individually and as
Managing Agent,
by
------------------------------------
Name:
Title:
by
------------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH,
individually and as Managing Agent,
by
------------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN TRUST
COMPANY, individually and as Managing
Agent,
by
------------------------------------
Name:
Title:
THE LONG TERM CREDIT BANK OF JAPAN,
LIMITED, individually and as Managing
Agent,
by
------------------------------------
Name:
Title:
THE SANWA BANK LIMITED, NEW YORK
BRANCH, individually and as Managing
Agent,
by
------------------------------------
Name:
Title:
THE SUMITOMO BANK, LTD., individually and
-7-
Managing Agent,
by
------------------------------------
Name:
Title:
THE TORONTO-DOMINION BANK, individually
and as Managing Agent,
by
------------------------------------
Name:
Title:
LENDERS:
ABN AMRO BANK N.V., NEW YORK BRANCH,
by
------------------------------------
Name:
Title:
by
------------------------------------
Name:
Title:
ALLIED IRISH BANK plc, CAYMAN ISLANDS
BRANCH,
by
------------------------------------
Name:
Title:
by
------------------------------------
Name:
Title:
ARAB BANKING CORPORATION,
by
------------------------------------
Name:
Title:
BANCA COMMERCIALE ITALIANA, NEW
YORK BRANCH,
-8-
by
------------------------------------
Name:
Title:
by
------------------------------------
Name:
Title:
BANK OF AMERICA ILLINOIS,
by
------------------------------------
Name:
Title:
BANK OF IRELAND,
by
------------------------------------
Name:
Title:
BANK OF MONTREAL,
by
------------------------------------
Name:
Title:
BANK OF SCOTLAND,
by
------------------------------------
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD., NEW
YORK BRANCH,
by
------------------------------------
Name:
Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR,
by
------------------------------------
Name:
Title:
by
------------------------------------
Name:
Title:
-9-
CORESTATES BANK, N.A.,
by
------------------------------------
Name:
Title:
CREDIT AGRICOLE,
by
------------------------------------
Name:
Title:
CREDITO ITALIANO, SpA,
by
------------------------------------
Name:
Title:
by
------------------------------------
Name:
Title:
FLEET NATIONAL BANK, successor by merger to
Fleet Bank of Massachusetts, N.A.,
by
------------------------------------
Name:
Title:
LLOYDS BANK, PLC,
by
------------------------------------
Name:
Title:
by
------------------------------------
Name:
Title:
XXXXXX BANK LTD.,
by
------------------------------------
Name:
Title:
by
------------------------------------
Name:
Title:
-10-
THE MITSUBISHI TRUST AND BANKING
CORPORATION,
by
------------------------------------
Name:
Title:
THE MITSUI TRUST AND BANKING COMPANY,
LTD.,
by
------------------------------------
Name:
Title:
NATIONAL CITY BANK,
by
------------------------------------
Name:
Title:
THE ROYAL BANK OF SCOTLAND plc,
by
------------------------------------
Name:
Title:
THE SAKURA BANK, LIMITED,
by
------------------------------------
Name:
Title:
SOCIETE GENERALE, NEW YORK BRANCH,
by
------------------------------------
Name:
Title:
-11-
STANDARD CHARTERED BANK,
by
------------------------------------
Name:
Title:
by
------------------------------------
Name:
Title:
THE SUMITOMO TRUST AND BANKING CO.,
LTD., NEW YORK BRANCH,
by
------------------------------------
Name:
Title:
THE TOKAI BANK, LIMITED - NEW YORK
BRANCH,
by
------------------------------------
Name:
Title:
UNITED STATES NATIONAL BANK OF
OREGON,
by
------------------------------------
Name:
Title:
-00-
XXXXX XXXX XX XXXXXXXXXX, N.A.,
by
------------------------------------
Name:
Title:
THE YASUDA TRUST AND BANKING
COMPANY, LIMITED, NEW YORK BRANCH,
by
------------------------------------
Name:
Title:
