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EXHIBIT 10
CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT
CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT ("First
Amendment"), dated as of February 9, 1996, among U.S. HOME CORPORATION, a
Delaware corporation (the "Borrower"), the Lenders (the "Lenders") listed on the
signature pages of the Credit Agreement, dated as of September 29, 1995, among
the Borrower, such Lenders and THE FIRST NATIONAL BANK OF CHICAGO, as Agent (the
"Agent") (the "Credit Agreement"), and the Agent.
R E C I T A L S:
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.
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 First Amendment shall have the respective meanings ascribed thereto
in the Credit Agreement.
2. CONSENT TO THE SENIOR DEBT SECURITY OFFERING
The Required Lenders hereby consent to the Borrower's
incurrence of Indebtedness in connection with the offer and sale by the Borrower
of not greater than $75,000,000 principal amount of senior, unsecured debt
securities maturing no earlier than
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February 1, 2001, issued under the Borrower's Registration Statement on Form S-3
(the "Registration Statement"), as it may be amended or supplemented, filed on
January 31, 1996 with the Securities and Exchange Commission pursuant to Rule
415 promulgated under the Securities Act of 1933, as amended, and to the
consummation of the transactions contemplated thereby.
3. FIRST AMENDMENT TO CREDIT AGREEMENT
The Credit Agreement is, effective as of the date hereof,
hereby amended as follows:
3.1. Article I of the Credit Agreement is amended
by amending and restating or adding, as the case may be, the definitions set
forth below:
"'Refinancing Indebtedness' means Indebtedness that
refunds, refinances or extends any Indebtedness
described in Schedule "8.2" hereto or the
Indebtedness represented by the Senior Debt
Securities (or that refunds, refinances or extends
any refund, refinancing or extension of such
Indebtedness), but only to the extent that (i) the
Refinancing Indebtedness is subordinated to or pari
passu with the Obligations to the same extent as the
Indebtedness being refunded, refinanced or extended,
if at all, (ii) the Refinancing Indebtedness is
scheduled to mature no earlier than the then current
maturity date of such Indebtedness, (iii) such
Refinancing Indebtedness is in an aggregate amount
that is equal to or less than the sum of the
aggregate amount then outstanding under the
Indebtedness being refunded, refinanced or extended,
(iv) the Person or Persons (or Persons who are
Subsidiaries of such Persons or of which such Persons
are Subsidiaries) liable for the payment of such
Refinancing Indebtedness are the same Persons that
were liable for the Indebtedness being refunded,
refinanced or extended when such Indebtedness was
initially incurred and (v) such Refinancing
Indebtedness is incurred within 120 days after the
Indebtedness being refunded, refinanced or extended
is so refunded, refinanced or extended."
"'Senior Debt Securities' shall mean senior,
unsecured debt securities of the Borrower in the
principal amount of not greater
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than $75,000,000 maturing no earlier than February 1,
2001, issued under the Borrower's Registration
Statement on Form S-3, as it may be amended or
supplemented, filed on January 31, 1996 with the
Securities and Exchange Commission."
"'Senior Debt' means the Senior Notes and the Senior
Debt Securities, or if either the Senior Notes or
Senior Debt Securities are refinanced, the
Refinancing Indebtedness with respect thereto."
3.2. Section 8.2 of the Credit Agreement is
hereby amended by inserting the following clause (xiii) at the end thereof, to
read as follows:
"(xiii) Indebtedness represented by the Senior Debt
Securities."
3.3. Section 8.12 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:
"8.12 Amendments. The Borrower will not (i) amend or
modify the (a) Indenture or the Senior Notes or (b)
indenture relating to the Senior Debt Securities or
the Senior Debt Securities after the date of issuance
of the Senior Debt Securities, except for amendments
or modifications that do not (1) with respect to the
Indenture or the Senior Notes, impose upon the
Borrower obligations not contained therein as of the
date of this Agreement, (2) with respect to the
indenture relating to the Senior Debt Securities or
the Senior Debt Securities, impose upon the Borrower
obligations not contained therein as of the date of
issuance of the Senior Debt Securities, (3)
accelerate any of the tax obligations of the Borrower
or (4) otherwise adversely affect the Borrower or
(ii) permit any Guarantor to amend or modify the
Contribution Agreement, except as provided in Section
7.11."
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4. MISCELLANEOUS
4.1. This First 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 First Amendment by
signing any such counterpart.
4.2. In all respects, including all matters of
construction, validity and performance, this First 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.
IN WITNESS WHEREOF, this First Amendment has been duly
executed as of the date first above written.
U.S. HOME CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
__________________________________
Xxxxxx X. Xxxxxx
Vice President - Finance and Chief
Financial Officer
LENDERS:
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By: /s/ Xxxxxx X. Xxxxxxx
__________________________________
Xxxxxx X. Xxxxxxx
Vice President
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GUARANTY FEDERAL BANK, F.S.B.
By: /s/ Xxxxxx X. Xxxxxxxxxx
__________________________________
Xxxxxx X. Xxxxxxxxxx
Senior Vice President
CREDIT LYONNAIS
By: __________________________________
Name:
Title:
BANK ONE, ARIZONA, NA
By: /s/ Xxxxxx X. Xxxxxxxx
__________________________________
Xxxxxx X. Xxxxxxxx
Assistant Vice President
COMERICA BANK, a Michigan corporation
By: /s/ Xxxxx X. Xxxxxxxx
__________________________________
Xxxxx X. Xxxxxxxx
Vice President
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