THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT is dated as of
November 29, 1994 (the "Third Amendment"), and is made by and
among FIRST HUNTINGDON FINANCE CORP., a Delaware corporation (the
"Borrower"), TOLL BROTHERS, INC., a Delaware corporation
("Company") and the other Guarantors which are parties to the
Agreement (as defined below) (the Company and such other
Guarantors are referred to collectively as the "Guarantors"), the
banks listed on the signature lines hereto (the "Banks"), and PNC
BANK, NATIONAL ASSOCIATION, as agent for the Banks (the "Agent").
WITNESSETH:
WHEREAS, the Borrower, the Company, the Banks and the
Guarantors are parties to that certain Revolving Credit Agreement
dated as of November 1, 1993 (the "Credit Agreement"), as amended
by the First Amendment to Credit Agreement dated as of April 21,
1994 and the Second Amendment to Credit Agreement dated as of
July 11, 1994 (the "Second Amendment");
WHEREAS, defined terms used herein shall have the meanings
given to them in the Credit Agreement;
WHEREAS, the parties hereto desire to extend the time period
during which Borrower may elect the Term Loan Euro-Rate Option
and modify the terms and conditions of such Term Loan Euro-Rate
Option as more fully set forth herein.
NOW, THEREFORE, the parties hereto, in consideration of
their mutual covenants and agreements hereinafter set forth and
intending to be legally bound hereby, covenant and agree as
follows:
1. The parties hereby amend the Credit Agreement as
follows:
1.1 Definitions. The following new definitions are added
to Section 1.01 of the Credit Agreement:
"Euro-Rate Term Loan Expiration Period shall mean the
time period between and including October 2, 1997 and
November 1, 1997.
Extended Euro-Rate Term Loan Election Period shall mean
the period between and including the Third Amendment
Effective Date and November 30, 1994.
Permitted Euro-Rate Term Loan Paydown Period shall mean
a time period following the date of any Permitted Euro-Rate
Term Loan Prepayment equal to the following (i) if Borrower
has not previously made any Permitted Euro-Rate Term Loan
Prepayment during Borrower's current fiscal year, such time
period shall be twenty (20) calendar days; or (ii) if
Borrower has previously made a Permitted Euro-Rate Term Loan
Prepayment during Borrower's current fiscal year, such time
period shall be a number of calendar days equal to the
difference between (A) twenty (20) and (B) the number of
calendar days between the date of such prior Permitted Euro-
Rate Term Loan Prepayment and the date on which Borrower
borrows Loans under the Term Loan Euro-Rate Option pursuant
to Section 3.01(b)(ii)(D)(3) in an amount equal to such
prior Permitted Euro-Rate Term Loan Prepayment.
Permitted Euro-Rate Term Loan Prepayment shall have the
meaning given to such term in Section 3.01(b)(ii).
Third Amendment Effective Date shall mean the effective
date of the Third Amendment to this Agreement."
1.2 Loan Requests.
A. Date of Delivery of Euro-Rate Term Loan Requests.
The following words are hereby inserted at the end of clause (ii)
of the first sentence of Section 2.06 (Loan Requests) immediately
following the words "or Term Loan Euro-Rate Option for any
Loans":
"except that Borrower shall be required to deliver its
initial election under the Term Loan Euro-Rate Option
pursuant to Section 3.01(b) by delivering a Loan Request to
the Agent not later than two (2) Business Days prior to the
effective date of such election."
B. Minimum Amount of Euro-Rate Term Loans. The
following text is hereby deleted from the end of clause (ii) of
the second sentence of Section 2.06 (Loan Requests) of the Credit
Agreement:
"and shall equal or exceed $25,000,000 but not exceed
$30,000,000 for Loans to which the Term Loan Treasury Rate
Option or the Term Loan Euro-Rate Option applies;"
The following text is hereby inserted in lieu of the deleted
text:
"and if the Term Loan Euro-Rate Option applies to such Loan
the amount of such Loan together with any outstanding Loans
to which the Term Loan Euro-Rate Option applies, shall equal
or exceed $25,000,000 but not exceed $30,000,000;"
1.3 Term Loan Interest Rate Options. The words "applicable
to at least $25,000,000 but not more than $30,000,000 of Loans"
shall be deleted from the third and fourth lines of the first
sentence of Section 3.01(b) and the following words shall be
inserted in lieu thereof:
", provided that the amount of Loans subject to the Term
Loan Euro-Rate Option on and after an initial election
thereunder shall, except during a Permitted Euro-Rate Term
Loan Paydown Period or following one or more Euro-Rate Term
Loan Due Dates, equal or exceed $25,000,000 but not exceed
$30,000,000,"
Section 3.01(b)(ii) is hereby amended and restated in its
entirety to read as follows:
"(ii) Term Loan Euro-Rate Option. A rate per annum
(computed on the basis of a year of 360 days and actual days
elapsed) equal to the Euro-Rate plus one and one-quarter of
one percent (1-1/4%), subject to the following conditions:
(A) The Interest Period applicable to each
election under this clause (ii) shall be one month.
(B) Borrower shall make its first election under
this clause (ii) and such election must become effective
during the Extended Euro-Rate Term Loan Election Period and
such first election shall govern at least $25,000,000 but
not more than $30,000,000 of Loans.
(C) Following Borrower's first election under
this clause (ii) Borrower shall renew its election with
respect to the entire amount of Loans covered by such first
election (or such lesser amount outstanding (if any) if
Borrower prepays some or all of those Loans pursuant to
Paragraph (D) or (E) below) for additional consecutive one-
month Interest Periods, with each new Interest Period to
start on the expiration of the prior Interest Period and
with the last such Interest Period to end within the Euro-
Rate Term Loan Expiration Period.
(D) Borrower may repay Loans subject to the Term
Loan Euro-Rate Option (each referred to as a "Permitted
Euro-Rate Term Loan Prepayment") before the Euro-Rate Term
Loan Due Date without paying the Euro-Rate Term Loan
Prepayment Premium, subject to the following conditions:
(1) Each Permitted Euro-Rate Term Loan
Prepayment shall be subject to Borrower's indemnity
obligations described in Section 4.06 if Borrower makes such
prepayment prior to the expiration of the applicable Term
Loan Euro-Rate Interest Period.
(2) Borrower may make Permitted Euro-Rate
Term Loan Prepayments on no more than two dates during any
fiscal year of the Borrower.
(3) Following each Permitted Euro-Rate Term
Loan Prepayment, Borrower shall borrow new Loans under the
Term Loan Euro-Rate Option in an amount equal to such
Permitted Euro-Rate Term Loan Prepayment. Borrower shall
borrow such new Loans on a single Business Day which shall
fall on or before the expiration of the Permitted Euro-Rate
Term Loan Paydown Period immediately following such
Permitted Euro-Rate Term Loan Prepayment.
(4) After Borrower borrows Loans pursuant to
clause (3) above, Borrower shall renew its election under
the Term Loan Euro-Rate Option with respect to the entire
amount of such Loans for additional consecutive one-month
Interest Periods, with each new Interest Period to start on
the expiration of the prior Interest Period and with the
last such Interest Period to end within the Euro-Rate Term
Loan Expiration Period. Borrower may prepay all or a
portion of the Loans described in the preceding sentence
pursuant to Borrower's prepayment rights set forth in this
Paragraph (D) or in Paragraph (E) below. If Borrower
prepays a portion of such Loans, Borrower shall renew its
election under the Term Loan Euro-Rate Option pursuant to
the first sentence in this clause (4) only with respect to
the portion of such Loans which Borrower has not repaid.
(5) Borrower may fund a Permitted Euro-Rate
Term Loan Prepayment using the proceeds of a Loan under the
Prime Rate Option, CD Rate Option or Revolving Credit Euro-
Rate Option which Borrower has requested in accordance with
the terms of this Agreement.
(E) Borrower may repay Loans subject to the Term
Loan Euro-Rate Option before the Euro-Rate Term Loan Due
Date subject to the prepayment penalty described in Sections
4.04 and 4.05 and to Borrower's indemnity obligations
described in Section 4.06.
(F) Borrower shall repay each Borrowing Tranche
of Loans which are subject to the Term Loan Euro-Rate Option
on the last day of the applicable Interest Period when such
day falls within the Euro-Rate Term Loan Expiration Period
(referred to as the "Euro-Rate Term Loan Due Date");
provided, however, that if Borrower does not repay a
Borrowing "Tranche of Euro-Rate Term Loans on or before the
Euro-Rate Term Loan Due Date with respect to such Borrowing
Tranche and such Euro-Rate Term Loan Due Date occurs prior
to the Expiration Date, Borrower shall be deemed to request
and the Banks shall be deemed to make a Revolving Credit
Loan under the Prime Rate Option in an amount equal to the
aggregate amount of such Borrowing Tranche with a Borrowing
Date on the Euro-Rate Term Loan Due Date and the proceeds of
such Loan shall be deemed to repay such Borrowing Tranche.
1.4 Interest Periods. The words "for thirty-five (35)
consecutive one-month periods" are hereby deleted from clause
(iii) of Section 3.02 (Interest Periods) of the Credit Agreement.
1.5 Selection of Interest Rate Options. The parenthetical
which reads "(i.e. for 35 one-month periods ending on Euro-Rate
Term Loan Due Date)" is hereby deleted from the last sentence of
Section 3.05 (Selection of Interest Rate Options).
1.6 Voluntary Prepayments. The first clause of clause (3)
of Section 4.04(a) (Voluntary Prepayments) which currently reads
as follows:
"(3) Euro-Rate Term Loans. The Borrower shall have
the right at its option to prepay the Euro-Rate Term Loans
in whole or in part:"
is hereby amended to read as follows:
"(3) Euro-Rate Term Loans.
(A) Permitted Euro-Rate Term Loan Prepayments.
The Borrower may make Permitted Euro-Rate Term Loan
Prepayments at the times permitted under Section
3.01(b)(ii), subject to Borrower's indemnity obligations
described in Section 4.06 if such prepayment is made on any
day other than the last day of the applicable Term Loan
Euro-Rate Interest Period;
(B) Other Prepayments. The Borrower may make
prepayments of the Euro-Rate Term Loans other than Permitted
Euro-Rate Term Loan Prepayments (which are governed by
Paragraph (A) above) in whole or in part:"
1.7 Mandatory Prepayments. Section 4.05(c) is hereby
amended and restated in its entirety to read as follows:
"(c) Premiums and Adjustments Upon Prepayment of Euro-
Rate Term Loans. Any prepayment whether pursuant to this
Section 4.05 or otherwise of the Euro-Rate Term Loans shall
be subject to the Euro-Rate Term Loan Prepayment Premium,
except for a Permitted Euro-Rate Term Loan Prepayment."
1.8 Additional Bank. The words "with the last such period
ending on the Euro-Rate Term Loan Due Date" contained in clause
(i) of the third sentence in Section 11.11(c) (Additional Bank)
are hereby deleted.
2. Amendment to Exhibits. Exhibit F (Loan Request Form)
to the Credit Agreement is hereby amended and restated in its
entirety to read as set forth in Exhibit F attached hereto.
3. Events of Default; Potential Defaults. The Loan
Parties hereby represent and warrant that no Event of Default or
Potential Default which might not be cured before it results in
an Event of Default has occurred and is continuing on the date
hereof.
4. Opinion of Counsel. On the date of this Third
Amendment, Ballard, Spahr, Andrews & Ingersoll, counsel for the
Loan Parties, is delivering to the Agent for the benefit of each
Bank a written opinion with respect to this Third Amendment.
Such opinion is in a form similar to the form of its opinion
letter dated July 13, 1994 which it delivered in connection with
the Second Amendment.
5. Full Force and Effect. The Credit Agreement and each
of the Loan Documents remains in full force and effect except as
amended hereby. The parties hereto do not amend or waive any
provisions of the Credit Agreement or the other Loan Documents
except as expressly set forth herein.
IN WITNESS WHEREOF, the parties hereto, by their officers
thereunto duly authorized, have executed this Third Amendment as
of the day and year first above written.
BORROWER AND GUARANTORS:
FIRST HUNTINGDON FINANCE CORP., a
Delaware corporation, TOLL BROTHERS,
INC., a Delaware corporation, and each
of the other Guarantors listed on the
signature pages to the Agreement
By:_______________________________
Joel Rassman, Vice President of the
Borrower and of (i) each of the
Guarantors which is a corporation;
(ii) each corporate general partner
of each of the Guarantors which is a
general or limited partnership; and
(iii) each corporate trustee of each
of the Guarantors which is a trust
AGENT AND BANKS:
PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
By:_______________________________
Name:_____________________________
Title:____________________________
BANK HAPOALIM B.M.
By:_______________________________
Name:_____________________________
Title:____________________________
By:_______________________________
Name:_____________________________
Title:____________________________
CORESTATES BANK, N.A.
By:_______________________________
Name:_____________________________
Title:____________________________
KLEINWORT BENSON LIMITED
By:_______________________________
Name:_____________________________
Title:____________________________
NBD BANK, N.A.
By:_______________________________
Name:_____________________________
Title:____________________________
MERIDIAN BANK
By:_______________________________
Name:_____________________________
Title:____________________________
MELLON BANK, N.A.
By:_______________________________
Name:_____________________________
Title:____________________________
NATIONSBANK OF VIRGINIA, N.A.
By:_______________________________
Name:_____________________________
Title:____________________________
THE FUJI BANK LIMITED
By:_______________________________
Name:_____________________________
Title:____________________________
CO - HSL547 - TOLL3AMC.PNC
LIST OF EXHIBITS HERETO
EXHIBIT F - LOAN REQUEST FORM
CO - HSL547 - TOLL3AMC.PNC