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[CONFORMED COPY]
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 7, 1996 among USX
CORPORATION (the "Borrower"), the MANAGING AGENTS, CO-AGENTS and other BANKS
listed on the signature pages hereof (the "Banks") and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, certain of the parties hereto have heretofore entered into a
Credit Agreement dated as of August 18, 1994 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein and to restate the Agreement in its entirety to read as set forth in the
Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each capitalized term used herein which is defined in the Agreement
shall have the meaning assigned to such term in the Agreement. Each reference
to "hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended and restated hereby. The term "Notes" defined in the
Agreement shall include from and after the date hereof the New Notes (as defined
below).
SECTION 2. Amendment of Termination Date. The definition of "Termination
Date" in Section 1.01 of the Agreement is amended to read in its entirety as
follows:
"Termination Date" means August 18, 2001, or, if such day is not a Euro-
Dollar Business Day, the next succeeding Euro-Dollar Business Day, unless such
Euro-Dollar Business Day falls in another calendar month, in which case the
Termination Date shall be the next preceding Euro-Dollar Business Day.
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SECTION 3. Amendment of Section 1.01. (a) The definitions of "Level I
Status," "Level II Status," "Level III Status," "Level IV Status," "Level V
Status," and "Status" in Section 1.01 of the Agreement are hereby deleted.
(b) Section 1.01 of the Agreement is amended by inserting the following
definition of the "Pricing Schedule" immediately after the definition of "Plan":
"Pricing Schedule" means the schedule attached as Schedule II hereto and
identified as "a Pricing Schedule."
(c) The Agreement is amended by attaching the Pricing Schedule attached as
Schedule II hereto as Schedule II to the Agreement.
SECTION 4. Amendment of Section 2.07(h). Section 2.07(h) of the Agreement
is amended to read in its entirety as follows:
(h) The "Applicable Margin" with respect to any Committed Loan at any date
is the applicable percentage amount set forth in the Pricing Schedule based on
the Type of such Loan and the Status (as defined in the Pricing Schedule) on
such date.
SECTION 5. Amendment of Section 2.08. Section 2.08 of the Agreement is
amended to read in its entirety as follows:
(a) Facility Fees. During the period from and including the Commencement
Date to but not including the Termination Date (or such earlier or later date on
which the Commitments shall have terminated in their entirety and the Loans
shall have been repaid in full), the Borrower shall pay to the Agent for the
account of each Bank a facility fee at the Facility Fee Rate (determined daily
in accordance with the Pricing Schedule) on the daily amount of such Bank's
Commitment (whether used or unused) and, after termination of the Commitments
and until repayment in full of the Loans, on the aggregate outstanding principal
amount of the Loans.
(b) Payments. Accrued fees under this Section shall be payable quarterly
in arrears on each March 31, June 30, September 30, and December 31 on or prior
to the date of termination of the Commitments in their entirety and upon
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the date of termination of the Commitments in their entirety (and, if later, the
date the Loans shall be repaid in their entirety).
SECTION 6. Changes in Commitments. With effect from and including the
date this Amendment and Restatement becomes effective in accordance with Section
11 hereof, (i) each Person listed on the signature pages hereof which is not a
party to the Agreement (a "New Bank") shall become a Bank party to the Agreement
and (ii) the Commitment of each Bank shall be the amount set forth on Schedule I
attached hereto. Any Bank whose Commitment is changed to zero shall upon such
effectiveness cease to be a Bank party to the Agreement, and all accrued fees
and other amounts payable under the Agreement for the account of such Bank shall
be due and payable on such date; provided that the provisions of Sections 8.03
and 9.03 of the Agreement shall continue to inure to the benefit of each such
Bank.
SECTION 7. Amendment of Schedule I. Schedule I of the Agreement is
amended to read in its entirety as set forth in Schedule I attached hereto.
SECTION 8. Amendment of Article IV. (a) Each reference to "1993" in
Article IV of the Agreement is amended to read "1995."
(b) Each reference to "June 30, 1994" in Article IV of the Agreement is
amended to read "March 31, 1996."
(c) Each reference to "six month" or "six months" in Section 4.04(b) of
the Agreement is amended to read, respectively, "three month" or "three months."
SECTION 9. Representations and Warranties. The Borrower hereby represents
and warrants that as of the date hereof and after giving effect thereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth in the
Agreement after giving effect to this Amendment and Restatement is true and
correct as though made on and as of this date.
SECTION 10. Governing Law. This Amendment and Restatement shall be
governed by and construed in accordance with the laws of the State of New York.
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SECTION 11. Counterparts; Effectiveness. This Amendment and Restatement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment and Restatement shall become effective as of the
date hereof when (i) the Agent shall have received duly executed counterparts
hereof signed by each of the parties hereto (or, in the case of any party as to
which an executed counterpart shall not have been received, the Agent shall have
received telegraphic, telex or other written confirmation from such party of
execution of a counterpart hereof by such party); (ii) the Agent shall have
received a duly executed Note for each of the New Banks (a "New Note"), dated on
or before the date of effectiveness hereof and otherwise in compliance with
Section 2.05 of the Agreement; (iii) the Agent shall have received an opinion of
the General Counsel of the Borrower (or such other counsel for the Borrower as
may be acceptable to the Agent), substantially in the form of Exhibit E to the
Agreement with reference to the New Notes, this Amendment and Restatement and
the Agreement as amended and restated hereby; and (iv) the Agent shall have
received all documents it may reasonably request relating to the existence of
the Borrower, the corporate authority for and the validity of the Agreement as
amended and restated hereby, the New Notes and any other matters relevant
hereto, all in form and substance satisfactory to the Agent. The rights and
obligations of the parties in respect of periods prior to the effective date of
this Amendment and Restatement shall be governed by the terms of the Agreement
as in effect at the time.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
USX CORPORATION
By /s/ John Richmond
------------------------
Title: Assistant Treasurer
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Agent
- -----
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Bank and as Agent
By /s/ Laura E. Reim
------------------------
Title: Vice President
Managing Agents
- ---------------
THE BANK OF NOVA SCOTIA, as Bank
and as Managing Agent
By /s/ F.C.H. Ashby
------------------------
Title: Senior Manager Loan Operations
THE CHASE MANHATTAN BANK, as Bank
and as Managing Agent
(as successor to THE CHASE
MANHATTAN BANK, N.A. and
CHEMICAL BANK)
By /s/ Peter M. Ling
----------------------------
Title: Vice President
Co-Agents
- ---------
BANK OF AMERICA ILLINOIS
(formerly known as CONTINENTAL BANK)
By /s/ Ronald E. McKaig
----------------------------
Title: Vice President
THE BANK OF NEW YORK
By /s/ Robert J. Joyce
----------------------------
Title: Vice President
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BANK OF TOKYO-MITSUBISHI TRUST
COMPANY (as successor to THE BANK
OF TOKYO TRUST COMPANY)
By /s/ S.L. Fountain
----------------------------
Title: Vice President
CITIBANK, N.A.
By /s/ Rufus Beldam
----------------------------
Title: Vice President
COMMERZBANK AKTIENGESELLSCHAFT
By /s/ Sean Harrigan
----------------------------
Title: Senior Vice President
By /s/ Andrew Campbell
----------------------------
Title: Assistant Cashier
THE FUJI BANK, LIMITED
By /s/ Gina M. Kearns
----------------------------
Title: Vice President & Manager
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By /s/ Robert W. Ramage, Jr.
----------------------------
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED
By /s/ Norboru Kubota
----------------------------
Title: Deputy General Manager
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MELLON BANK, N.A.
By /s/ Richard K. James
----------------------------
Title: Vice President
NATIONSBANK OF TEXAS, N.A.
By /s/ Paul A. Squires
----------------------------
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
By /s/ Sean D.S. Sebastian
----------------------------
Title: Assistant Vice President
THE SANWA BANK, LIMITED,
NEW YORK BRANCH
By /s/ Jean-Michel Fatovic
----------------------------
Title: Vice President
SOCIETE GENERALE
By /s/ Salvatore Galatioto
----------------------------
Title: First Vice President
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THE SUMITOMO BANK, LIMITED
By /s/ C. Michael Garrido
----------------------------
Title: Senior Vice President
Other Banks
- -----------
COMERICA BANK
By /s/ Chris Georvassilis
----------------------------
Title: Vice President
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THE DAI-ICHI KANGYO BANK, LTD.
By /s/ Robert P. Gallagher, Jr.
----------------------------
Title: Assistant Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Amy R. Fahey
----------------------------
Title: Vice President
NATIONAL CITY BANK
By /s/ Davis R. Bonner
----------------------------
Title: Vice President
ROYAL BANK OF CANADA
By /s/ Lorna P. Mendelson
----------------------------
Title: Associate
THE TOKAI BANK, LTD.
By /s/ Stuart M. Schulman
----------------------------
Title: Senior Vice President
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THE YASUDA TRUST AND BANKING
COMPANY, LTD.
By /s/ Rohn M. Laudenschlager
----------------------------
Title: Senior Vice President
ABN AMRO BANK N.V.
ABN AMRO North America, Inc. as Agent
By /s/ Andre Nel
----------------------------
Title: Senior Vice President
Managing Director-Pittsburgh
By /s/ Kathryn C. Toth
----------------------------
Title: Group Vice President and
Operational Manager
BANK OF MONTREAL
By /s/ Joseph Longpre
----------------------------
Title: Managing Director
C I B C Inc.
By /s/ Patrice C. Wetzel
----------------------------
Title: Director
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THE MITSUBISHI TRUST AND BANKING
CORP.
By /s/ Akira Suzuki
----------------------------
Title: Deputy General Manager
THE NORTHERN TRUST COMPANY
By /s/ John J. Conway
----------------------------
Title: Vice President
UNION BANK OF SWITZERLAND
By /s/ Dieter Hoeppli
----------------------------
Title: Assistant Vice President
By /s/ Laurent J. Chaix
----------------------------
Title: Vice President
FIRST NATIONAL BANK OF MARYLAND
By /s/ Andrew W. Fish
----------------------------
Title: Vice President
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KREDIETBANK, N.V.
By /s/ Armen Karozichian
----------------------------
Title: Vice President
By
/s/ Robert Snauffer
----------------------------
Title: Vice President
THE SAKURA BANK, LIMITED
By /s/ Koji Suzuki
----------------------------
Title: Vice President & Manager
AMSOUTH BANK OF ALABAMA
By /s/ Robert B. DeHaven
----------------------------
Title: Vice President
BANK OF HAWAII
By /s/ Joseph T. Donalson
----------------------------
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Robert Ivosevich
----------------------------
Title: Senior Vice President
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DRESDNER BANK AG NEW YORK AND
GRAND CAYMAN BRANCHES
By /s/ J. Curtin Beaudouin
----------------------------
Title: First Vice President
By /s/ M. Scott Sehnert
----------------------------
Title: Assistant Treasurer
FIRST BANK NATIONAL ASSOCIATION
By /s/ Elliot Jaffee
----------------------------
Title: Vice President
GULF INTERNATIONAL BANK B.S.C.
By /s/ Abdel-Fattah Tahoun
----------------------------
Title: Senior Vice President
By /s/ Thomas E. Fitzherbert
----------------------------
Title: Vice President
THE NIPPON CREDIT BANK, LTD.
By /s/ Nancy Acevedo
----------------------------
Title: Assistant Vice President
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ISTITUTO BANCARIO SAN PAOLO DI
TORINO S.p.A.
By /s/ Robert Wurster
----------------------------
Title: First Vice President
By /s/ Ettore Viazzo
----------------------------
Title: Vice President
THE TOYO TRUST & BANKING CO.,
LTD
By /s/ Hirovuki Fukuro
----------------------------
Title: Vice President
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BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
By /s/ Ronald E. McKaig
----------------------------
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.
(as successor to THE MITSUBISHI
BANK, LTD., NEW YORK BRANCH)
By /s/ Sharon Fountain
----------------------------
Title: Attorney-In-Fact
THE FIRST NATIONAL BANK OF BOSTON
By /s/ Maura C. Wadlinger
----------------------------
Title: Vice President
NBD BANK, N.A.
By /s/ Timothy J. King
----------------------------
Title: Authorized Agent
UNION BANK OF CALIFORNIA
(as successor to THE BANK OF
CALIFORNIA, N.A.)
By /s/ Cary Moore
----------------------------
Title: Vice President
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SCHEDULE I
BANKS COMMITMENTS
- ----- -----------
Morgan Guaranty Trust Company $100,000,000
of New York
The Bank of Nova Scotia $100,000,000
The Chase Manhattan Bank $100,000,000
(as successor to The Chase Manhattan Bank, N.A.
and Chemical Bank)
Bank of America Illinois $100,000,000
(formerly known as Continental Bank)
Bank of Tokyo-Mitsubishi Trust Company $80,000,000
(as successor to the Bank of Tokyo Trust Company)
Citibank, N.A. $75,000,000
Commerzbank Aktiengesellschaft $75,000,000
The Fuji Bank, Limited $75,000,000
Mellon Bank, N.A. $100,000,000
NationsBank of Texas, N.A. $75,000,000
PNC Bank, National Association $100,000,000
Societe Generale $75,000,000
The Bank of New York $100,000,000
The Industrial Bank of Japan, Limited $75,000,000
The Long-Term Credit Bank of Japan, Limited $75,000,000
The Sanwa Bank, Limited $75,000,000
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SCHEDULE I
(cont'd)
BANKS COMMITMENTS
- ----- -----------
The Sumitomo Bank, Limited $75,000,000
Comerica Bank $60,000,000
The Dai-Ichi Kangyo Bank, Ltd. $60,000,000
The First National Bank of Chicago $50,000,000
National City Bank $50,000,000
Royal Bank of Canada $50,000,000
The Tokai Bank, Ltd. $50,000,000
The Yasuda Trust and Banking Company, Ltd. $50,000,000
ABN AMRO Bank N.V. $35,000,000
Bank of Montreal $35,000,000
C I B C Inc. $35,000,000
The Mitsubishi Trust and Banking Corp. $35,000,000
The Northern Trust Company $35,000,000
Union Bank of Switzerland $35,000,000
First National Bank of Maryland $30,000,000
Kredietbank, N.V. $30,000,000
The Sakura Bank, Limited $30,000,000
AmSouth Bank of Alabama $25,000,000
Bank of Hawaii $25,000,000
Credit Lyonnais $25,000,000
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SCHEDULE I
(cont'd)
BANKS COMMITMENTS
- ----- -----------
Dresdner Bank AG New York and Grand Cayman $25,000,000
Branches
First Bank National Association $25,000,000
Gulf International Bank B.S.C. $25,000,000
The Nippon Credit Bank, Ltd. $25,000,000
Istituto Bancario San Paolo Di Torino S.p.A. $25,000,000
The Toyo Trust & Banking Co., Ltd. $25,000,000
Bank of America National Trust & Savings $0
Association
The Bank of Tokyo-Mitsubishi, Ltd. $0
(as successor to The Mitsubishi Bank, Ltd.,
New York Branch)
The First National Bank of Boston $0
NBD Bank, N.A. $0
Union Bank of California $0
(as successor to The Bank of California, N.A.)
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SCHEDULE II
PRICING SCHEDULE
The "Euro-Dollar Margin", "CD Margin" and "Facility Fee Rate" for any day
are the respective percentages set forth below in the applicable row under the
column corresponding to the Status that exists on such day:
- --------------------------------------------------------------------------------
Status Level I Level II Level III Level IV Level V Level VI
- --------------------------------------------------------------------------------
Euro- 0.1750% 0.2250% 0.3000% 0.4125% 0.5000% 0.6250%
Dollar
Margin
- --------------------------------------------------------------------------------
CD Margin 0.3000% 0.3500% 0.4250% 0.5375% 0.6250% 0.7500%
- --------------------------------------------------------------------------------
Facility 0.1000% 0.1250% 0.1500% 0.1875% 0.2500% 0.3750%
Fee Rate
- --------------------------------------------------------------------------------
For purposes of this Schedule, the following terms have the following
meanings:
"Level I Status" exists at any date if, at such date, the Borrower's senior
unsecured long-term debt is rated BBB+ or higher by S&P and Baa1 or higher by
Moody's.
"Level II Status" exists at any date if, at such date, (i) the Borrower's
senior unsecured long-term debt is rated BBB or higher by S&P and Baa2 or higher
by Moody's and (ii) Level I Status does not exist.
"Level III Status" exists at any date if, at such date, (i) the Borrower's
senior unsecured long-term debt is rated BBB- or higher by S&P and Baa3 or
higher by Moody's and (ii) neither Level I Status nor Level II Status exists.
"Level IV Status" exists at any date if, at such date, (i) the Borrower's
senior unsecured long-term debt is either (x) rated BB+ or higher by S&P and
Baa3 or higher by Moody's or (y) rated BBB- or higher by S&P and Ba1 or higher
by Moody's and (ii) none of Level I Status, Level II Status and Level III Status
exists.
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"Level V Status" exists at any date if, at such date, (i) the Borrower's
senior unsecured long-term debt is rated BB+ or higher by S&P and Ba1 or higher
by Moody's and (ii) none of Level I Status, Level II Status, Level III Status
and Level IV Status exists.
"Level VI Status" exists at any date if, at such date, no other Status
exists.
"Moody's" means Moody's Investors Service, Inc.
"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-
Hill Companies, Inc.
"Status" refers to the determination of which of Level I Status, Level II
Status, Level III Status, Level IV Status, Level V Status or Level VI Status
exists at any date.
The credit ratings to be utilized for purposes of this Schedule are those
assigned to the senior unsecured long-term debt securities of the Borrower
without third-party credit enhancement, and any rating assigned to any other
debt security of the Borrower shall be disregarded. The rating in effect at any
date is that in effect at the close of business on such date.