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EXHIBIT 10
CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT
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CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT ("First Amendment"),
dated as of August 21, 1997, among U.S. Home Corporation, a Delaware
corporation (the "Borrower"), the Lenders (the "Lenders") listed on the
signature pages of the Credit Agreement (the "Credit Agreement"), dated as of
May 28, 1997, among the Borrower, such Lenders and THE FIRST NATIONAL BANK OF
CHICAGO, as Agent (the "Agent"), and the Agent.
RECITALS:
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A. The Borrower, the Lenders and the Agent have previously entered into
the Credit Agreement.
B. The Borrower filed a Registration Statement on Form S-3 (the "Shelf
Registration Statement") with the Securities and Exchange Commission on July 17,
1997. The prospectus which is a part of the Shelf Registration Statement is a
combined prospectus (together with any amendment or supplement thereto, the
"Prospectus"), which relates to $325,000,000 aggregate principal amount of debt
securities, $300,000,000 aggregate principal amount of which is related to debt
to be registered under the Shelf Registration Statement, and $25,000,000
aggregate principal amount of which is related to debt previously registered
under the Borrower's Registration Statement on Form S-3 declared effective on
February 8, 1996.
C. The Borrower intends to issue senior debt securities, senior
subordinated debt securities and/or subordinated debt securities from time to
time under the Prospectus (in each instance, an "Offering").
D. The Borrower intends to use the proceeds of an Offering to redeem,
repurchase, defease, acquire or otherwise retire, including payments of premiums
and expenses (collectively, the "Refunding Transactions"), the Borrower's 9-3/4%
Senior Notes due 2003 (the "Senior Notes"), including the solicitation of
consents of the holders of the Senior Notes to amend the First Indenture, and
the Borrower's 4-7/8% Convertible Subordinated Debentures due 2005 (the
"Convertible Subordinated Debentures").
E. The parties hereto desire to amend the Credit Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants hereinafter contained, the parties hereto, intending to be legally
bound, agree as follows:
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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 DEBT SECURITIES OFFERING
2.1 The Lenders hereby consent to an Offering consummated prior to
October 31, 1997 by the Borrower of senior debt securities, senior subordinated
debt securities and/or subordinated debt securities to be issued under the
Prospectus (collectively, the "Debt Securities"), provided that (a) the
aggregate principal amount of the Debt Securities shall not exceed
$275,000,000, (b) the aggregate principal amount of the Debt Securities that
are senior debt securities ("1997 Senior Debt Securities") shall not exceed
$200,000,000, (c) the proceeds of such Offering are used as provided in Section
3 hereof and (d) prior to November 15, 1997 the sum of the outstanding
principal amounts of the Senior Notes and the 1997 Senior Debt Securities shall
be reduced to an amount not exceeding $200,000,000.
2.2 The Lenders hereby consent to the Borrower's use of the proceeds of
such Debt Securities to consummate the Refunding Transactions and, to the
extent that such proceeds are not sufficient, to the use of proceeds of the
Advances to consummate the Refunding Transactions.
3. USE OF PROCEEDS OF DEBT OFFERING BY THE BORROWER
The Borrower hereby agrees to use the proceeds of the Debt Securities
prior to November 15, 1997 in connection with the Refunding Transactions.
4. MODIFICATION OF CERTAIN PROVISIONS OF CREDIT AGREEMENT
4.1 To the extent that the proceeds of the 1997 Senior Debt Securities
are used to redeem, repurchase, defease, acquire or otherwise retire the Senior
Notes prior to November 15, 1997, the 1997 Senior Debt Securities shall
constitute Refinancing Indebtedness with respect to the Senior Notes.
4.2 For purposes of Section 9.2 of the Credit Agreement, Consolidated
Funded Indebtedness shall, until November 15, 1997, exclude the Debt Securities
except to the extent that the proceeds thereof have been used, directly or
indirectly, in connection with the Refunding Transactions.
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4.3 For purposes of Section 9.3 of the Credit Agreement, the Debt
Securities that are Subordinated Indebtedness shall constitute Refinancing
Indebtedness with respect to the Convertible Subordinated Notes to the extent
that the Convertible Subordinated Notes are redeemed, repurchased, defeased,
acquired or otherwise retired as part of the Refunding Transactions.
5. CONSENT TO REFUNDING TRANSACTIONS
The Lenders hereby consent to the Refunding Transactions with respect
to the Convertible Subordinated Debentures.
6. MISCELLANEOUS
6.1 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.
6.2 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
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Name: Xxxxxx X. Xxxxxx
Title: Vice President - Corporate Finance
and Treasurer
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LENDERS:
THE FIRST NATIONAL BANK OF CHICAGO,
INDIVIDUALLY AND AS AGENT
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
GUARANTY FEDERAL BANK, F.S.B.
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxx Ivonevich
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Name: Xxxxxx Ivonevich
Title: Senior Vice President
BANK ONE, ARIZONA, NA
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
COMERICA BANK, A MICHIGAN CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
