FIRST AMENDMENT (this "Amendment") dated as of May 22, 1997 to the Amended and Restated Credit Agreement dated as of January 31, 1997 (the "Credit Agreement"), among American Standard Companies Inc. ("Holding"); American Standard Inc. ("ASI"); the...
FIRST AMENDMENT (this "Amendment") dated as
of May 22, 1997 to the Amended and Restated Credit
Agreement dated as of January 31, 1997 (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 Citibank,
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 (a) Holding to repurchase in an
aggregate amount not to exceed $308,000,000 shares of its common stock, whether
from Xxxxx ASI Partners L.P. or otherwise and (b) ASI to use the proceeds of the
Revolving Loans and Periodic Access Loans to acquire, redeem or repay its
10-7/8% Senior Notes and to refinance such Loans prior to June 30, 1998. 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. DEFINED TERMS
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement.
ARTICLE II. AMENDMENT
SECTION 2.01. Amendment to Section 3.04(a) Section 3.04(a) of the Credit
Agreement is hereby amended by (a) amending clause (A) to read in its entirety
as follows:
"(A) to finance the redemption or repurchase by ASI on or after May
15, 1997 of all of the outstanding 11-3/8% Senior Debentures and the
outstanding 10-7/8% Senior Notes"; and
(b) by amending clause (C) to read in its entirety as follows:
"(C) to finance the repurchase by Holding in an aggregate amount not
to exceed $308,000,000 of shares of its common stock".
SECTION 2.02. Amendment to Section 6.04(d) Section 6.04(d) of the Credit
Agreement is hereby amended by amending clause (iii) to read in its entirety as
follows:
"(d) Indebtedness of ASI the Net Cash Proceeds of which are used (i)
to finance the acquisition, redemption or prepayment of Indebtedness or
(ii) to refinance any Indebtedness issued to finance the acquisition or
prepayment of the 10-7/8% Senior Notes; so long as any such new
Indebtedness referred to in either clause (i) or (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
-2-
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), such Indebtedness is
issued no later than June 30, 1998;".
SECTION 2.03. Amendment to Section 6.07(b) Section 6.07(b) of the Credit
Agreement is hereby amended by amending clause (iii) to read in its entirety as
follows:
"(iii) the 11-3/8% Senior Debentures and the 10-7/8% Senior Notes may
be redeemed or repurchased on or after May 15, 1997 with the proceeds of
Loans hereunder".
ARTICLE III. 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 IV. EFFECTIVENESS
SECTION 4.01. 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 V. MISCELLANEOUS
SECTION 5.01. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 5.02. 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 5.02 shall survive the termination of the Credit Agreement.
-3-
SECTION 5.04. 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 NIPPON CREDIT BANK, LTD.,
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:
