[CONFORMED COPY]
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of April 9, 1996 among ARMSTRONG WORLD INDUSTRIES,
INC. (the "Borrower"), the 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, the parties hereto have heretofore entered into a Credit
Agreement dated as of February 7, 1995 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to modify
the rates of interest payable thereunder, to extend the term thereof, to add the
New Banks (as defined below) as parties to the Agreement as amended hereby and
to provide for changes in the total and respective Commitments of the Banks;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
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defined herein, each 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 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 Section 1.01 of the Agreement. (a) Each of
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the following definitions in Section 1.01 of the Agreement are amended to read
in full as follows:
"Pricing Schedule" means the Schedule attached to Amendment No. 1 to
the Credit Agreement identified as such.
"Termination Date" means April 9, 2001, or if such day is not a Euro-
Dollar Business Day, the next preceding Euro-Dollar Business Day.
(b) The definition of "Consolidated Net Worth" is amended by replacing
the amount "$50,000,000" with "$100,000,000" and by replacing the words "write
offs" with the words "special charges."
SECTION 3. Amendment of Section 5.07 of the Agreement. Section 5.07
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is amended by replacing the amount "$470,000,000" with "$500,000,000."
SECTION 4. Amendment of Section 9.07(a) of the Agreement. Section
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9.07(a) is amended by replacing the amount "$300,000,000" with "$500,000,000."
SECTION 5. New Banks; Changes in Commitments. With effect from and
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including the date this Amendment becomes effective in accordance with Section 8
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 opposite the
name of such Bank on the signature pages hereof, as such amount may be reduced
from time to time pursuant to Section 2.09 of the Agreement. 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 Section 9.03 of the Agreement shall continue to
inure to the benefit of each such Bank.
SECTION 6. Representations and Warranties. The Borrower hereby
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represents and warrants that as of the date hereof and after giving effect
hereto:
(a) no Default under the Agreement has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth in the
Agreement is true and correct as though made on and as of this date.
SECTION 7. Governing Law. This Amendment shall be governed by and
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construed in accordance with the laws of the State of New York.
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SECTION 8. Counterparts; Conditions to Effectiveness. This Amendment
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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 shall become effective as of the date hereof when
the Agent shall have received:
(a) duly executed counterparts hereof signed by the Borrower and the
Banks (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);
(b) a duly executed Note for each New Bank (a "New Note"), dated on or
before the date of effectiveness hereof and otherwise in compliance with
Section 2.05 of the Agreement;
(c) an opinion of counsel for the Borrower, addressed to the Banks and
the Agent, substantially in the form of Exhibit A hereto (which the
Borrower hereby expressly instructs such counsel to prepare and deliver);
(d) a certificate signed by the Chief Financial Officer of the
Borrower, dated the date hereof, to the effect that no Default shall have
occurred and be continuing and that the representations and warranties of
the Borrower contained in the Agreement, as amended hereby, shall be true
and correct as of the date of effectiveness hereof; and
(e) all documents that the Agent may reasonably request relating to
the existence of the Borrower, the corporate authority for and validity of
this Amendment and the New Notes, and any other matters relevant hereto,
all in form and substance satisfactory to the Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
ARMSTRONG WORLD INDUSTRIES,INC.
By: /s/ Frank A. Riddick, III
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Title: Senior Vice President
and C.F.O.
By: /s/ Stephen C. Hendrix
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Title: Treasurer
313 West Liberty Street
Lancaster, PA 17603
Facsimile number: 717-396-2408
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Commitments
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$38,000,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Laura E. Reim
--------------------------------
Title: Vice President
$29,000,000 ABN AMRO BANK N.V.
By: ABN AMRO NORTH AMERICA, INC.,
as Agent
By /s/ James M. Janovsky
--------------------------------
Title: Group V.P. and Director
By /s/ Dennis F. Lennon
--------------------------------
Title: V.P. and Director
$29,000,000 BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Dale Robert Mason
--------------------------------
Title: Vice President
$29,000,000 CHEMICAL BANK
By /s/ Peter C. Eckstein
--------------------------------
Title: Vice President
$29,000,000 MELLON BANK, N.A.
By /s/ Gilbert B. Mateer
--------------------------------
Title: Vice President
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$29,000,000 SOCIETE GENERALE
By /s/ Bruce Drossman
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Title: Vice President
$29,000,000 UNION BANK OF SWITZERLAND
By /s/ Peter B. Yearley
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Title: Managing Director
By /s/ James P. Kelleher
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Title: Assistant Vice
President
$29,000,000 WACHOVIA BANK OF GEORGIA, N.A.
By /s/ Adam T. Ogburn
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Title: Vice President
$29,000,000 WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK AND
CAYMAN ISLANDS BRANCHES
By /s/ Franz J. Vohn
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Title: Vice President
By /s/ Karen Hoplock
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Title: Vice President
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$15,000,000 BARCLAYS BANK PLC
By /s/ Terance Bullock
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Title: Associate Director
$15,000,000 STANDARD CHARTERED BANK
By /s/ Marianne R. Murray
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Title: Vice President
$-0- CITIBANK, N.A.
By /s/ William G. Martens III
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Title: Attorney-In-Fact
Total Commitments
$300,000,000
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MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ Laura E. Reim
-----------------
Title: Vice President
60 Wall Street
New York, New York 10260-0060
Attention: Laura E. Reim
Telex number: 177615
Facsimile number: (212) 648-5336
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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:
Level Level Level Level Level Level Level Level Level Level Level
Status I II III IV V VI VII VIII IX X XI
Euro-
Dollar 0.1225% 0.1300% 0.1500% 0.1675% 0.1850% 0.2050% 0.2500% 0.2550% 0.2750% 0.3000% 0.5000%
Margin
CD Margin 0.2475% 0.2550% 0.2750% 0.2925% 0.3100% 0.3300% 0.3750% 0.3800% 0.4000% 0.4250% 0.6250%
Facility
Fee Rate 0.0650% 0.0700% 0.0750% 0.0825% 0.0900% 0.0950% 0.1000% 0.1200% 0.1250% 0.1750% 0.2500%
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For purposes of this Schedule, the following terms have the following
meanings:
"Moody's" means Moody's Investors Service, Inc.
"S&P" means Standard & Poor's Rating Service.
"Status" refers to the determination of which of Level I through XI exists
at any date, based on the credit ratings in effect on such date and the table
below.
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 redit 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.
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Pricing Levels
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Moody's S&P Level
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Aa3 AA- I
A1 AA- I
A2 AA- II
A3 AA- II
Baa1 AA- III
Baa2 AA- III
Baa3 AA- IV
Ba1 AA- IV
Aa3 A+ I
A1 A+ II
A2 A+ III
A3 A+ III
Baa1 A+ III
Baa2 A+ IV
Baa3 A+ IV
Ba1 A+ VI
Aa3 A II
A1 A III
A2 A III
A3 A III
Baa1 A IV
Baa2 A IV
Baa3 A VI
Ba1 A VI
Aa3 A- II
A1 A- III
A2 A- III
A3 A- IV
Baa1 A- V
Baa2 A- VI
Baa3 A- VI
Ba1 A- VIII
Aa3 BBB+ III
A1 BBB+ IV
A2 BBB+ IV
A3 BBB+ V
Baa1 BBB+ VI
Baa2 BBB+ VII
Baa3 BBB+ VIII
Ba1 BBB+ VIII
Aa3 BBB III
A1 BBB IV
A2 BBB IV
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A3 BBB VI
Baa1 BBB VII
Baa2 BBB VIII
Baa3 BBB IX
Ba1 BBB X
Aa3 BBB- IV
A1 BBB- IV
A2 BBB- VI
A3 BBB- VI
Baa1 BBB- VIII
Baa2 BBB- IX
Baa3 BBB- X
Ba1 BBB- XI
Aa3 BB+ IV
A1 BB+ VI
A2 BB+ VI
A3 BB+ VIII
Baa1 BB+ VIII
Baa2 BB+ X
Baa3 BB+ XI
Ba1 BB+ XI
Note: A rating of Aa3 (Moody's) or AA- (S&P) includes any higher rating. A
- ----
rating of Ba1 (Moody's) or BB+ (S&P) includes any lower rating (or the absence
of a rating).
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EXHIBIT A
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OPINION OF
COUNSEL FOR THE BORROWER
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April __, 1996
To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260
Dear Sirs:
I have acted as counsel for Armstrong World Industries, Inc. (the
"Borrower") in connection with the Credit Agreement dated as of February 7,
1995, as amended by Amendment No. 1 dated as of April 9, 1996 (the "Agreement")
among the Borrower, the banks listed on the signature pages of Amendment No. 1
and Morgan Guaranty Trust Company of New York, as Agent. Terms defined in the
Agreement are used herein as therein defined.
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I have deemed necessary or advisable for purposes of this
opinion.
I am licensed to practice law in the Commonwealth of Pennsylvania. The
law covered by this opinion is limited to the laws of the Commonwealth of
Pennsylvania and the Federal laws of the United States. I have assumed for the
purposes of this opinion that the substantive law of the State of New York is
identical in all material respects to the substantive law of the Commonwealth of
Pennsylvania.
Upon the basis of the foregoing, I am of the opinion that:
1. The Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws of Pennsylvania, and has all corporate
powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.
2. The execution, delivery and performance by the Borrower of the
Agreement and the Notes are within the Borrower's corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the articles of incorporation or by-laws of the Borrower or of
any agreement, judgment, injunction, order, decree or other instrument binding
upon the Borrower or any of its Subsidiaries or result in the creation or
imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.
3. The Agreement constitutes a valid and binding agreement of the
Borrower and each Note constitutes a valid and binding obligation of the
Borrower, in each case enforceable in accordance with its terms, except as the
same may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and by general principles of equity.
4. Except as disclosed in the Borrower's 199_ Form 10-K or in the
Borrower's Latest Form 10-Q, there is no action, suit or proceeding pending
against, or to the best of my knowledge threatened against or affecting, the
Borrower or any of its Subsidiaries before any court or arbitrator or any
governmental body, agency or official, in which there is a reasonable
possibility of an adverse decision which could materially adversely affect the
business, financial position, operations or prospects of the Borrower and its
Consolidated Subsidiaries, considered as a whole, or the ability of the Borrower
to perform its obligations under the Agreement and the Notes, or which in any
manner draws into question the validity of the Agreement or the Notes.
5. Each of the Borrower's Significant Subsidiaries is a corporation
validly existing and in good standing under the laws of its jurisdiction of
incorporation, and has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted.
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Very truly yours,
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