EXHIBIT 10 (i)(i)
AMENDED AND RESTATED CREDIT
AGREEMENT (364-Day) dated as of October 21, 1999
(this "Amendment and Restatement"), among
ARMSTRONG WORLD INDUSTRIES, INC. (the
"Borrower"), each lender listed on the signature pages
hereof (each individually a "Lender" and collectively the
"Lenders") and THE CHASE MANHATTAN BANK, a
New York banking corporation, as administrative agent for
the Lenders (in its capacity as administrative agent, the
"Administrative Agent").
WHEREAS, on October 29, 1998, the Borrower, The Chase Manhattan
Bank, as Administrative Agent, and certain of the Lenders entered into a 364-Day
Credit Agreement (the "Credit Agreement") pursuant to which the Lenders made
available to the Borrower Loans in an aggregate principal amount of
$450,000,000;
WHEREAS, the parties hereto desire to amend and restate the
Credit Agreement as set forth herein; and
WHEREAS, the Borrower and the Lenders have agreed to amend and
restate, on the terms and subject to the conditions set forth herein, the Credit
Agreement, to provide for the foregoing.
NOW THEREFORE, for and in consideration of the premises and the
mutual covenants herein set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Administrative Agent and the Lenders hereby agree as follows:
SECTION 1. All capitalized terms which are defined in the Credit
Agreement and not otherwise defined herein or in the recitals hereof shall have
the same meanings herein as in the Credit Agreement.
SECTION 2. All references to Section numbers in this Amended and
Restated Credit Agreement shall, except as the context requires, be references
to the corresponding Sections of the Credit Agreement.
SECTION 3. The Credit Agreement is hereby amended as follows:
(a) the heading is deleted and the following is substituted in lieu
thereof:
"AMENDED AND RESTATED 364-DAY CREDIT
AGREEMENT dated as of October 21, 1999, among
ARMSTRONG WORLD INDUSTRIES, INC. (the
"Borrower"), the lenders listed in Schedule 2.01 (the
"Lenders") and THE CHASE MANHATTAN BANK,
as administrative agent for the Lenders (the
"Administrative Agent").
(b) Section 1.01 of the Credit Agreement is amended as follows:
(i) The definition of "Borrower's 1997 Form 10-K" is
hereby replaced in its entirety by the following:
"Borrower's 1998 Form 10-K" means the Borrower's annual report on Form
10-K for 1998, as filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934."
(ii) The definition of "Borrower's Latest Form 10-Q" is
hereby replaced in its entirety by the following:
"Borrower's Latest Form 10-Q" means the Borrower's quarterly
report on Form 10-Q for the quarter ended June 30, 1999, as filed with
the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934."
(iii) The definition of "Co-Documentation Agents" is hereby
deleted in its entirety.
(iv) The definition of "Designated Currency" is hereby
replaced in its entirety by the following:
"Designated Currency' means Pounds Sterling, Canadian Dollars,
Australian Dollars, Japanese Yen and the Euro and any other Alternate
Currency that shall be designated by the Borrower in a notice
delivered to the Administrative Agent and approved by the
Administrative Agent and all the Banks as a Designated Currency."
(v) The definition of "Documentation Agent" is hereby
deleted in its entirety.
(vi) The definition of "Existing Credit Agreement" is
hereby replaced in its entirety by the following:
"Existing Credit Agreement' means the Credit Agreement dated as
of October 29, 1998, among the Borrower, the Banks party thereto and
The Chase Manhattan Bank, as Administrative Agent."
(vii) The definition of "Syndication Agent" is hereby
deleted in its entirety:
(viii) The definition of "Termination Date" is hereby
replaced in its entirety by the following:
"Termination Date' means October 19, 2000, or, if such day is not
a Eurocurrency Business Day, the next preceding Eurocurrency Business
Day, as such date may be extended pursuant to Section 2.07."
(c) Section 2.06 of the Credit Agreement is hereby amended by
deleting paragraph (b) thereof.
(d) Section 4.04(a) of the Credit Agreement is hereby amended by (i)
deleting the date December 31, 1997 therein and inserting the date December
31, 1998 in lieu thereof and (ii) deleting "Borrower's 1997 Form 10-K" and
inserting "Borrower's 1998 Form 10-K" in lieu thereof.
(e) Section 4.04(b) of the Credit Agreement is hereby amended by
deleting the date June 30, 1998 therein and inserting the date June 30,
1999 in lieu thereof.
(f) Section 4.04(c) of the Credit Agreement is hereby amended by
deleting the date June 30, 1998, therein and inserting the date June 30,
1999 in lieu thereof.
(g) Section 4.05 of the Credit Agreement is hereby amended by
deleting "Borrower's 1997 Form 10-K" and inserting "Borrower's 1998 Form
10-K" in lieu thereof.
(h) The Credit Agreement is hereby amended by inserting a new Section
4.11 as follows:
"Section 4.11. Year 2000. Any reprogramming required to
permit the proper functioning, in and following the year 2000, of (a)
the mission critical computer systems of the Borrower and its
Subsidiaries and (b) mission critical equipment containing embedded
microchips (including systems and equipment supplied by others or with
which the Borrower's systems interface) and the testing of all such
systems and equipment, as so reprogrammed, has been completed. The
cost to the Borrower and its Subsidiaries of such reprogramming and
testing and of the reasonably foreseeable consequences of Year 2000 to
the Borrower and its Subsidiaries (including reprogramming errors and
the failure of others' systems or Equipment) will not result in a
Default or a material adverse effect."
(i) The definition of "Commencement of the Third Stage of EMU" in
Section 9.12 of the Credit Agreement is hereby deleted in its entirety.
(j) Section 9.12(b) of the Credit Agreement is hereby deleted in its
entirety.
(k) Section 9.12(c) of the Credit Agreement is hereby replaced in its
entirety by the following:
"(b) Redenomination of Certain Foreign Currencies. Each
obligation of any party to this Credit Agreement to make a
payment denominated in the national currency unit of any member
state of the European Union that adopts the Euro as its lawful
currency after the date hereof shall be redenominated into the
Euro at the time of such adoption (in accordance with the EMU
Legislation).
(l) Section 9.12(d) of the Credit Agreement is deleted in its
entirety.
(m) The Pricing Schedule to the Credit Agreement is hereby amended by
(i) deleting the 6.50 in Category 2 of the Facility Fee Rate and inserting
7.00 in lieu thereof and (ii) deleting the 33.50 in Category 2 of the
Eurocurrency Margin and inserting 33.00 in lieu thereof.
(n) The Commitment Schedule to the Credit Agreement is hereby
replaced in its entirety by the Commitment Schedule attached as Exhibit A
hereto.
(o) "Effective Date" shall mean the date on which this Amendment and
Restatement shall become effective in accordance with Section 6 below.
SECTION 4. Restatement. The Credit Agreement is hereby
restated in the form in which it currently exists but with the changes
provided for in Section 3 above.
SECTION 5. Representations and Warranties. The Borrower
represents and warrants as of the Effective Date to the Administrative
Agent on behalf of the Lenders that:
(a) Before and after giving effect to this Amendment and Restatement,
the representations and warranties set forth in the Credit Agreement, as
amended hereby, are true and correct in all material respects with the same
effect as if made on the Effective Date hereof.
(b) Immediately before and after giving effect to this Amendment and
Restatement, no Event of Default or Default has occurred and is continuing.
SECTION 6. Conditions to Effectiveness. This Amendment and
Restatement shall become effective as of the date hereof when the following
conditions shall have been satisfied (or waived in accordance with Section
9.05 of the Credit Agreement):
(a) receipt by the Administrative Agent of 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, receipt by the
Administrative Agent in form satisfactory to it of telegraphic, telex or
other written confirmation from such party of execution of a counterpart
hereof by such party);
(b) receipt by the Administrative Agent of an opinion of Walter T.
Gangl, Esq., Deputy General Counsel and Corporate Assistant Secretary of
the Borrower, substantially in the form of Exhibit A to the Credit
Agreement and covering such additional matters relating to the transactions
contemplated hereby as the Administrative Agent may reasonably request;
(c) receipt by the Administrative Agent of all documents the
Administrative Agent may reasonably request relating to the existence of
the Borrower, the corporate authority for and the validity of this
Amendment and Restatement, and any other matters relevant hereto, all in
form and substance satisfactory to the Administrative Agent;
(d) receipt by the Administrative Agent of all fees and expense; and
(e) termination of the Borrower's existing credit facility dated as
of February 7, 1995 among the Borrower, the lenders party thereto and
Morgan Guaranty Trust Company, as administrative agent.
SECTION 7. Amendment and Restatement. Except as specifically
amended herein, the provisions of the Credit Agreement shall remain
identical in all other respects. As used therein, the terms "Credit
Agreement", "herein", "hereunder", respects. As used therein, the terms
"Credit Agreement", "herein", "hereunder", "hereinafter", "hereto",
"hereof" and words of similar import shall, unless the context otherwise
requires, refer to the Credit Agreement as amended and restated hereby.
SECTION 8. Counterparts. This Amendment and Restatement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall
be deemed an original, but all such counterparts together shall constitute
but one and the same instrument. Delivery of any executed counterpart of a
signature page of this Amendment and Restatement by facsimile transmission
shall be as effective as delivery of a manually executed counterpart
hereof.
SECTION 9. Applicable Law. THIS AMENDMENT AND RESTATMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 10. Headings. The headings of this Amendment and
Restatement are for purposes of reference only and shall not limit or
otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
and Restatement to be duly executed by their duly authorized officers, all
as of the date and year first above written.
ARMSTRONG WORLD INDUSTRIES, INC.,
By
/s/ Jeffrey R. Wittenberg
---------------------------------
Name: Jeffrey R. Wittenberg
Title: Assistant Treasurer
THE CHASE MANHATTAN BANK, individually
and Administrative Agent,
By
/s/ Robert T. Sacks
---------------------------------
Name: Robert T. Sacks
Title: Managing Director
BANK OF AMERICA, NA, formerly known as
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION,
By
/s/ John W. Pocalyko
---------------------------------
Name: John W. Pocalyko
Title: Managing Director
WACHOVIA BANK, N.A.,
By /s/ James Barwis
------------------------------
Name: James Barwis
Title: Vice President
DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH,
By /s/ Hans-Josef Thiele
------------------------------
Name: Hans-Josef Thiele
Title: Director
By /s/ Joel Makowsky
------------------------------
Name: Joel Makowsky
Title: Vice President
BARCLAYS BANK PLC,
By /s/ Terance Bullock
------------------------------
Name: Terance Bullock
Title: Vice PresidentBW
CAPITAL MARKETS,
INC.
By /s/ Thomas A. Lowe
------------------------------
Name: Thomas A. Lowe
Title: Vice President
By /s/ Kenneth J. Ward
------------------------------
Name: Kenneth J. Ward
Title: Chief Financial Officer
BANQUE NATIONALE DE PARIS,
By /s/ Richard L. Sted
-------------------------------
Name: Richard L. Sted
Title: Senior Vice President
By /s/ Thomas George
-------------------------------
Name: Thomas George
Title: Vice President
Corporate Banking
Division
UNICREDITO ITALIANO S.P.A.,
By /s/ Christopher Eldin
-------------------------------
Name: Christopher Eldin
Title: Vice President
By /s/ Saiyed A. Abbos
-------------------------------
Name: Saiyed A. Abbos
Title: Vice President
CITIBANK N.A.,
By /s/ Stuart G. Miller
-------------------------------
Name: Stuart G. Miller
Title: Managing Director
FIRST UNION NATIONAL BANK,
By /s/ Joseph M. Del Tito
-------------------------------
Name: Joseph M. Del Tito
Title: Executive Vice President
BANK ONE, NA (MAIN OFFICE CHICAGO),
By /s/ Stephen E. McDonald
-------------------------------
Name: Stephen E. McDonald
Title: Senior Vice President
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By /s/ Dennis Wilczek
------------------------------------
Name: Dennis Wilczek
Title: Associate
PNC BANK, NATIONAL ASSOCIATION,
By /s/ Brennan T. Danile
------------------------------------
Name: Brennan T. Danile
Title: Assistant Vice President
SOCIETE GENERAL FINANCE (IRELAND) LIMITED,
By /s/ Richard Wanless
------------------------------------
Name: Richard Wanless
Title: Managing Director
By /s/ Aidan Storey
------------------------------------
Name: Aidan Storey
Title: Account Manager
SUNTRUST BANK ATLANTA
By /s/ W. David Wisdom
------------------------------------
Name: W. David Wisdom
Title: Vice President
WESTDEUTSCHE LANDESBANK
By /s/ Alan S. Bookspan
------------------------------------
Name: Alan S. Bookspan
Title: Director
By /s/ Walter T. Duffy, III
------------------------------------
Name: Walter T. Duffy, III
Title: Vice President
HSBC BANK USA,
By /s/ Anna Yuen
------------------------------------
Name: Anna Yuen
Title: Assistant Vice President
THE BANK OF NEW YORK,
By /s/ Walter C. Parelli
-----------------------------------
Name: Walter C. Parelli
Title: Vice President
SKANDINAVISKA ENSKILDA BANKEN, NEW YORK
BRANCH,
By /s/ Magnus C. Lejstrom
------------------------------------
Name: Magnus C. Lejstrom
Title: Vice President
By /s/ Phillip Montemurro
------------------------------------
Name: Phillip Montemurro
Title: Vice President
FORTIS (USA) FINANCE LLC,
By /s/ David Snyder
------------------------------------
Name: David Snyder
Title: Senior Vice President
By /s/ Eddie Matthews
------------------------------------
Name: Eddie Matthews
Title: Senior Vice President
COMMITMENT SCHEDULE
BANK COMMITMENT
---- ----------
The Chase Manhattan Bank $ 50,000,000
Bank of America N.A. $ 35,000,000
Deutsche Bank AG New York Branch
and/or Cayman Islands Branch $ 35,000,000
Morgan Guaranty Trust Company
Of New York $ 35,000,000
Wachovia Bank, N.A. $ 35,000,000
Bank One, NA (Main Office Chicago) $ 20,000,000
Barclays Banks PLC $ 20,000,000
Citibank N.A. $ 20,000,000
First Union National Bank $ 20,000,000
Marine Midland Bank $ 20,000,000
Societe Generale Finance (Ireland)
Limited $ 20,000,000
Westdeutsche Landesbank $ 20,000,000
The Bank of New York $ 15,000,000
Banque Nationale De Paris $ 15,000,000
BW Capital Markets, Inc. $ 15,000,000
Fortis (USA) Finance LLC $ 15,000,000
PNC Bank, National Association $ 15,000,000
Skandinaviska Enskilda Banken $ 15,000,000
Suntrust Bank, Atlanta $ 15,000,000
Unicredito Italiano S.p.A. $ 15,000,000
------------
$450,000,000
PRICING SCHEDULE
"FACILITY FEE RATE" and "EUROCURRENCY MARGIN" mean, for any date, the
applicable rate set forth below in the row opposite such term based upon the
ratings by S&P and Moody's, respectively, applicable on such date to the Index
Debt:
- -----------------------------------------------------------------------------------------------------------------------------
Category 1 Category 2 Category 3 Category 4 Category 5 Category 6
A/A2 or A-/A3 BBB+Baal BBB/Baa2 BBB/Baa2 BBB/Baa3
Higher And A2/P2 And not Or Lower
A2/Ps
- -----------------------------------------------------------------------------------------------------------------------------
Eurocurrency 30.00 33.00 37.00 45.00 45.00 62.50
Margin (bp)
- -----------------------------------------------------------------------------------------------------------------------------
Facility Fee 5.00 7.00 8.00 10.00 10.00 12.50
Rate (bp)
- -----------------------------------------------------------------------------------------------------------------------------
For purposes of the foregoing, (i) if S&P or Moody's shall not have in
effect a rating for the Index Debt, then such rating agency shall be deemed to
have established a rating in Category 5; (ii) if the ratings established or
deemed to have been established by S&P and Moody's for the Index Debt shall fall
within different categories, the applicable rate shall be based on (A) if the
ratings are in adjacent categories, the higher of the two ratings and (B) if the
ratings are in non-adjacent categories, the rating immediately below the higher
of the two ratings; and (iii) if the ratings established or deemed to have been
established by S&P and Moody's for the Index Debt shall be changed (other than
as a result of a change in the rating system of such rating agency), such change
shall be effective as of the date on which it is first announced by the
applicable rate shall apply during the period commencing on the effective date
of such change and ending on the date immediately preceding the effective date
of the next such change.
"MOODY'S" means Moody's Investors Service, Inc.
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.
"INDEX DEBT" means the senior unsecured long-term debt securities of
the Borrower without third-party enhancement, and any rating assigned to any
other debt security of the Borrower shall be disregarded.