[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 provided 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 the
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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 is
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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
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Title: Vice President
$29,000,000 ABN AMRO BANK N.V.
By: ABN AMRO NORTH AMERICA, INC.,
as Agent
By: /s/ James M. Janovsky
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Title: Group V.P. and Director
By: /s/ Dennis F. Lennon
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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 ISLAND 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
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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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