EXHIBIT 99
FOURTH AMENDMENT
TO REVOLVING CREDIT AND
GUARANTY AGREEMENT
FOURTH AMENDMENT, dated as of September 30, 2002 (the
"Amendment"), to the REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of
December 6, 2000, among ARMSTRONG WORLD INDUSTRIES, INC., a Pennsylvania
corporation (the "Borrower"), a debtor and debtor-in-possession under Chapter 11
of the Bankruptcy Code, the Guarantors named therein (the "Guarantors"),
JPMORGAN CHASE BANK, a New York banking corporation ("JPMorgan Chase") successor
to The Chase Manhattan Bank, each of the other financial institutions party
thereto (together with JPMorgan Chase, the "Banks") and JPMORGAN CHASE BANK, as
Agent for the Banks (in such capacity, the "Agent") successor to The Chase
Manhattan Bank:
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent
are parties to that certain Revolving Credit and Guaranty Agreement, dated as of
December 6, 2000, as amended by that certain First Amendment to Revolving Credit
and Guaranty Agreement dated as of February 2, 2001, that certain Amendment
Letter dated as of February 28, 2001, that certain Second Amendment to Revolving
Credit and Guaranty Agreement dated as of May 29, 2001 and that certain Third
Amendment to Revolving Credit and Guaranty Agreement dated as of June 4, 2001
(as the same may be further amended, modified or supplemented from time to time,
the "Credit Agreement"); and
WHEREAS, the Borrowers and the Guarantors have requested that
from and after the Effective Date (as hereinafter defined) of this Amendment,
the Credit Agreement be amended subject to and upon the terms and conditions set
forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. As used herein, all terms that are defined in the Credit
Agreement shall have the same meanings herein.
2. Section 1.01 of the Credit Agreement is hereby amended by
amending the definition of "Maturity Date" in its entirety to read as follows:
"Maturity Date" shall mean December 8, 2003.
3. The Total Commitment is hereby reduced from $200,000,000
to $75,000,000 with the Total Commitment to be allocated among the Banks as set
forth on Annex A hereto. The participations in Letter of Credit Outstandings of
the Banks having Commitments from and after the Effective Date will be deemed
to have been adjusted accordingly on the Effective Date without further action
by any party hereto.
4.Annex A to the Credit Agreement is hereby replaced in its
entirety by Annex A hereto.
5. Notwithstanding anything contained in the Credit Agreement
to the contrary (including, without limitation Section 2.01 thereof), all
obligations of the Banks to make Loans to the Borrower shall terminate upon the
Effective Date and be of no further force and the Commitments
1
shall be available only for Letters of Credit. The Fronting Bank shall continue
to issue Letters of Credit pursuant to the terms of the Credit Agreement, as
amended hereby, it being understood that the Borrower shall be required to
reimburse the Fronting Bank for each draft drawn under a Letter of Credit on the
first Business Day following the date of the draw, and to pay interest on such
draw as set forth in the Credit Agreement.
6. Upon the Effective Date, GMAC Commercial Credit LLC will no
longer be a Bank and will have no further Commitment (including, without
limitation, in respect of Letters of Credit outstanding at that time).
7. Section 5.01(a) to the Credit Agreement is amended in its
entirety to read as follows:
"(a) within 90 days after the end of each fiscal year, the
Borrower's stand alone and the Borrower's consolidated balance sheet and related
statement of income and cash flows, showing the financial condition of the
Borrower alone and the Borrower and its consolidated Subsidiaries on a
consolidated basis, respectively, as of the close of such fiscal year and the
results of their respective operations during such year, the consolidated
statement of the Borrower to be audited for the Borrower by KPMG LLP or other
independent public accountants of recognized national standing acceptable to the
Required Banks and accompanied by an opinion of such accountants (which shall
not be qualified in any material respect other than with respect to the Cases or
a going concern qualification) and each of the stand alone and consolidated
statements to be certified by a Financial Officer of the Borrower to the effect
that such financial statements fairly present the financial condition and
results of operations of the Borrower alone and the Borrower and its
consolidated Subsidiaries on a consolidated basis, respectively, in accordance
with GAAP;"
8. Notwithstanding anything to the contrary contained in the
Credit Agreement, so long as the Borrower and Guarantors hold cash and cash
equivalents in an aggregate amount equal to at least 133% of the Total
Commitment as modified herein, the Borrower shall not be required to comply with
the requirements of Sections 5.01(d), 5.01(e), 5.01(h), 5.01(q) and 5.07
(provided that the Borrower shall give prompt written notice to the Agent if the
aggregate amount of such cash and cash equivalents is less than such amount at
any time), such that so long as such cash and cash equivalents exceed such
amount, the Borrower shall not be required to deliver:
(i) the unaudited quarterly cash flow reports of the Borrower and the
Guarantors on a consolidated basis and as of the close of such fiscal
quarter and the results of their operations during such fiscal period
and the then elapsed portion of the fiscal year pursuant to Section
5.01(d);
(ii) weekly reports reflecting the Borrower's collected cash balances
and cash equivalents as of Friday of the immediately preceding week
pursuant to Section 5.01(e);
(iii) annual updates for the period through the Maturity Date of the
forecast delivered to the Agent and the Banks as a condition to the
initial extensions of credit under the Credit Agreement pursuant to
Section 5.01(h);
(iv) notices of the sale or other disposition (or casualty loss) of any
of the assets included in the PP & E Component with an aggregate book
value of in excess of $5,000,000 pursuant to Section 5.01(q); or
(v) Borrowing Base Certificates and other supporting documentation and
additional reports with respect to the Borrowing Base pursuant to
Section 5.07.
9. This Amendment shall not become effective (the "Effective
Date") until (i) the date on which this Amendment shall have been executed by
the Borrower, the Guarantors, the Banks
2
and the Agent, and the Agent shall have received evidence satisfactory to it of
such execution, (ii) the Bankruptcy Court shall have entered an order in form
and substance satisfactory to the Agent authorizing the terms of this Amendment
and the payment by the Borrower to the Agent, for its own account of an
arrangement fee in the amount heretofore agreed upon by the Borrower and the
Agent, and for the respective account of each Bank that will have a Commitment
from and after the Effective Date, an amendment fee in an amount equal to 1/10
of 1% of the Commitment of such Bank as reduced, and (iii) such arrangement fee
set forth in clause (ii) above shall have been paid in cash to the Agent for its
own account, and such amendment fee set forth in clause (ii) above shall have
been paid in cash to the Agent for its own account and the accounts of the Banks
referred to above.
10. If there are any Loans outstanding on the Effective Date,
the Borrower will at that time (notwithstanding anything to the contrary
contained in Sections 2.13(a) or 2.17 of the Credit Agreement) prepay all of
such Loans in full, together with any accrued or unpaid interest hereon.
11. Except to the extent hereby amended, the Credit Agreement
and each of the Loan Documents remain in full force and effect and are hereby
ratified and affirmed.
12. The Borrower agrees that its obligations set forth in
Section 10.05 of the Credit Agreement shall extend to the preparation, execution
and delivery of this Amendment, including the reasonable fees and disbursements
of special counsel to the Agent.
13. This Amendment shall be limited precisely as written and
shall not be deemed (a) to be a consent granted pursuant to, or a waiver or
modification of, any other term or condition of the Credit Agreement or any of
the instruments or agreements referred to therein or (b) to prejudice any right
or rights which the Agent or the Banks may now have or have in the future under
or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred to in
the Credit Agreement or any of the instruments, agreements or other documents or
papers executed or delivered in connection therewith, such reference shall be
deemed to mean the Credit Agreement as modified by this Amendment.
14. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same instrument.
15. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and the year first written.
BORROWER:
ARMSTRONG WORLD INDUSTRIES, INC.
3
By: _______________________________
Name: Leonard A. Campanaro
Title: Senior Vice President & Chief
Financial Officer
By: _______________________________
Name: Barry M. Sullivan
Title: Vice President & Treasurer
GUARANTORS:
NITRAM LIQUIDATORS, INC.
By: _______________________________
Name: Walter T. Gangl
Title: Assistant Secretary
DESSEAUX CORPORATION OF NORTH AMERICA
By: _______________________________
Name: Walter T. Gangl
Title: President & Assistant Secretary
JPMORGAN CHASE BANK,
Individually and as Agent
By: _______________________________
Name:
Title:
BANK OF AMERICA, N.A.
By: _______________________________
Name:
Title:
GMAC COMMERCIAL CREDIT LLC
By: _______________________________
Name:
Title:
BARCLAYS BANK PLC
By: _______________________________
Name:
Title:
4
ANNEX A
to
REVOLVING CREDIT AND GUARANTY AGREEMENT
Dated as of December 6, 2000 (as amended)
Commitment Commitment
Bank Amount Percentage
------ ----------
JPMorgan Chase Bank
270 Park Avenue $25,000,000 33.3333%
New York, New York 10017
Attn: Ms. Kelly Shield
Bank of America, N.A. $25,000,000 33.3333%
231 South LaSalle Street
16th Floor
Chicago, Illinois 60604
Attn: Mr. Jeffrey J. Podwika
Barclays Bank PLC $25,000,000 33.3333%
222 Broadway
New York, New York 10038
Attn: Mr. Mark Manski
Total $75,000,000 100.0000%
=========== =========