FIRST AMENDMENT AND CONSENT TO THE CREDIT AGREEMENTS
FIRST AMENDMENT AND CONSENT TO THE CREDIT AGREEMENTS (this
"Amendment") to each of the Credit Agreements referred to below, dated as of
April 22, 1999, among USI AMERICAN HOLDINGS, INC., a Delaware corporation (the
"Company"), USI ATLANTIC CORP. (formerly known as U.S. Industries, Inc.), a
Delaware corporation ("Old USI"), U.S. INDUSTRIES, INC. (formerly known as USI,
Inc.), a Delaware corporation ("New USI"), USI GLOBAL CORP., a Delaware
corporation ("USI Global"), the several financial institutions party to the
Credit Agreements, (i) in the case of the Original Credit Agreement referred to
below, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Issuing Bank,
Swingline Bank and Agent, and BA SECURITIES, INC., as Arranger and (ii) in the
case of the Revolving Credit Agreement referred to below, BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent, and NATIONSBANC ▇▇▇▇▇▇▇▇▇▇
SECURITIES LLC, as Arranger. All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided such terms in the
Credit Agreements.
W I T N E S S E T H:
WHEREAS, the Company, Old USI, New USI, various lending institutions
(the "Original Banks") and the Agent are party to a Credit Agreement, dated as
of December 12, 1996 (as amended, modified and supplemented prior to the date
hereof, the "Original Credit Agreement");
WHEREAS, the Company, Old USI, New USI, various lending institutions
(the "Revolving Credit Banks" and, together with the Original Banks, the
"Banks") and the Agent are party to a Credit Agreement, dated as of October 30,
1998 (as amended, modified and supplemented prior to the date hereof, the
"Revolving Credit Agreement" and, together with the Original Credit Agreement,
each a "Credit Agreement" and, collectively, the "Credit Agreements");
WHEREAS, pursuant to a Transfer and Assumption Agreement to be
entered into by the Company and USI Global, the Company intends to transfer
substantially all of its assets (the "Asset Transfer") to USI Global in exchange
for shares of preferred stock of USI Global;
WHEREAS, pursuant to the Asset Transfer, USI Global shall assume,
jointly and severally, with the Company and New USI, all obligations of the
Company and New USI under (i) that certain indenture dated as of October 27,
1998 to provide for the issuance of the 7-1/8% Senior Notes due 2003 of the
Company and New USI and (ii) that certain indenture dated as of December 12,
1996 to provide for the issuance of the 7 1/4% Senior Notes due December 1, 2006
of the Company;
1
WHEREAS, USI Global, pursuant to the Asset Transfer and desiring to
incur Loans under the Credit Agreements and to have Letters of Credit issued for
its account, wishes to become a "Borrower" for all purposes of the Credit
Agreements;
WHEREAS, the undersigned Banks and the parties hereto have agreed to
amend the Credit Agreements, in each case on the terms and conditions set forth
herein;
NOW, THEREFORE, it is agreed:
1. The definitions of "Borrower", "Guaranteed Obligations" and
"Guaranteed Party" contained in Article I of each of the Credit Agreements are
hereby amended to read in their entirety as follows:
"Borrower" means each of the Company, New USI and USI Global.
"Guaranteed Obligations" means (i) with respect to Old USI as a
Guarantor Party, all Obligations of the Borrowers under this Agreement and the
other Loan Documents and (ii) with respect to New USI as a Guarantor Party, all
Obligations of the Company and USI Global under this Agreement and the other
Loan Documents.
"Guaranteed Party" means (i) with respect to Old USI as a Guarantor
Party, the Borrowers and (ii) with respect to New USI as a Guarantor Party, the
Company and USI Global.
2. The following new definition of USI Global is hereby inserted
into Article I of each of the Credit Agreements, in each case in its appropriate
alphabetical position:
"USI Global" means USI Global Corp., a Delaware corporation.
3. Each of the Company, Old USI, New USI and the undersigned Banks
(i) hereby consents to USI Global becoming a Borrower under each of the Credit
Agreements and (ii) hereby acknowledges and agrees that USI Global may incur
Obligations pursuant to, and in accordance with the terms of, each of the Credit
Agreements for which it shall be jointly and severally liable with the other
Borrowers.
4. Each of the Company and New USI hereby acknowledges and agrees
that it shall be jointly and severally liable as a Borrower for all Obligations
incurred by USI Global pursuant to each of the Credit Agreements.
5. In order to induce the Banks to enter into this Amendment, USI
Global hereby (i) agrees to comply with all the obligations of a Borrower under,
and to be bound in all respects by the terms of, each of the Credit Agreements
as if it were an original signatory thereto and (ii) acknowledges that it shall
be jointly and severally liable with the other Borrowers for all Obligations
incurred by all of the Borrowers pursuant to each of the Credit Agreements.
6. In order to induce the Banks to enter into this Amendment, each
of the Company, Old USI, New USI and USI Global hereby represents and warrants
that (i) no Default or Event of Default (as defined in each of the Credit
Agreements) exists as of the Amendment
2
Effective Date, both before and after giving effect to this Amendment and (iii)
on the Amendment Effective Date, both before and after giving effect to this
Amendment, all representations and warranties (other than those representations
made as of a specified date) contained in each of the Credit Agreements and in
the other Loan Documents (as defined in each of the Credit Agreements) are true
and correct in all material respects.
7. USI Global hereby agrees that, if requested by any Bank pursuant
to Section 2.02(b) of each of the Credit Agreements, USI Global shall execute
and deliver to such Bank (and deliver a copy to the Agent) one or more
promissory notes evidencing the Loans owing to such Bank pursuant to the
respective Credit Agreement. USI Global hereby acknowledges that any such
promissory note shall be entitled to all of the rights and benefits of the
respective Credit Agreement.
8. This Amendment shall become effective on the date (the "Amendment
Effective Date") when each of the following conditions shall have been
satisfied: (i) the Agent shall have received an opinion from ▇▇▇▇▇▇ ▇▇▇▇▇, Esq.,
Associate General Counsel to U.S. Industries, Inc. as to such matters as the
Agent may reasonably request, which opinion shall be satisfactory in form and
substance to the Agent, (ii) the Agent shall have received true and correct
copies of resolutions of the Board of Directors of the Company, Old USI, New USI
and USI Global approving the terms of, and the transactions contemplated by,
this Amendment and (iii) the Majority Banks (under and as defined in each of the
Credit Agreements), the Company, Old USI, New USI and USI Global shall have
signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered (including by way of facsimile transmission) the same to
the Agent at the address specified on its signature page of the Original Credit
Agreement or on Schedule 1.01(a) of the Revolving Credit Agreement.
9. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreements or any other Loan Documents.
10. All references in either Credit Agreement and the Loan Documents
to either Credit Agreement shall be deemed to be references to the applicable
Credit Agreement after giving effect to this Amendment.
11. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrowers and the Agent.
12. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
* * *
3
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
hereof.
USI AMERICAN HOLDING, INC.
By:______________________________________
Name:
Title:
USI AMERICAN HOLDINGS, INC.
By:______________________________________
Name:
Title:
U.S. INDUSTRIES, INC.
By:______________________________________
Name:
Title:
USI GLOBAL CORP.
By:______________________________________
Name:
Title:
4
ORIGINAL BANKS
USI ATLANTIC CORP.
By:______________________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By:______________________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Bank
By:______________________________________
Name:
Title:
NATIONSBANC ▇▇▇▇▇▇▇▇▇▇ SECURITIES LLC,
as Arranger
By:______________________________________
Name:
Title:
ABN AMRO BANK N.V.
By:______________________________________
Name:
Title:
5
ORIGINAL BANKS
BANCA NAZIONALE DEL LAVORO S.P.A., NEW
YORK BRANCH
By:______________________________________
Name:
Title:
THE BANK OF NEW YORK
By:______________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By:______________________________________
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
LIMITED
By:______________________________________
Name:
Title:
BANKERS TRUST COMPANY
By:______________________________________
Name:
Title:
6
ORIGINAL BANKS
PARIBAS
By:______________________________________
Name:
Title:
THE CHASE MANHATTAN BANK
By:______________________________________
Name:
Title:
CIBC, INC.
By:______________________________________
Name:
Title:
CITIBANK, N.A.
By:______________________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:______________________________________
Name:
Title:
7
ORIGINAL BANKS
THE DAI-ICHI KANGYO BANK, LIMITED
By:______________________________________
Name:
Title:
DEUTSCHE BANK AG, NEW YORK BRANCH
By:______________________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:______________________________________
Name:
Title:
FLEET NATIONAL BANK
By:______________________________________
Name:
Title:
THE FUJI BANK, LIMITED, NEW YORK BRANCH
By:______________________________________
Name:
Title:
8
ORIGINAL BANKS
HSBC BANK USA
By:______________________________________
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
By:______________________________________
Name:
Title:
LTCB TRUST COMPANY
By:______________________________________
Name:
Title:
MELLON BANK, N.A.
By:______________________________________
Name:
Title:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW
YORK
By:______________________________________
Name:
Title:
9
ORIGINAL BANKS
NATIONAL WESTMINSTER BANK PLC
By:______________________________________
Name:
Title:
NATIONSBANK, N.A.
By:______________________________________
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By:______________________________________
Name:
Title:
ROYAL BANK OF CANADA
By:______________________________________
Name:
Title:
THE ROYAL BANK OF SCOTLAND PLC
By:______________________________________
Name:
Title:
10
ORIGINAL BANKS
THE SANWA BANK, LIMITED, NEW YORK
BRANCH
By:______________________________________
Name:
Title:
SOCIETE GENERALE
By:______________________________________
Name:
Title:
STB DELAWARE FUNDING TRUST I
By:______________________________________
Name:
Title:
TORONTO-DOMINION (NEW YORK), INC.
By:______________________________________
Name:
Title:
11
REVOLVING CREDIT BANKS
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By:______________________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Bank
By:______________________________________
Name:
Title:
NATIONSBANC ▇▇▇▇▇▇▇▇▇▇ SECURITIES LLC,
as Arranger
By:______________________________________
Name:
Title:
ABN AMRO BANK N.V., NEW YORK BRANCH
By:______________________________________
Name:
Title:
12
REVOLVING CREDIT BANKS
THE BANK OF NOVA SCOTIA
By:______________________________________
Name:
Title:
BANKERS TRUST COMPANY
By:______________________________________
Name:
Title:
CITIBANK, N.A.
By:______________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:______________________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:______________________________________
Name:
Title:
13
REVOLVING CREDIT BANKS
HSBC BANK USA
By:______________________________________
Name:
Title:
MELLON BANK, N.A.
By:______________________________________
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By:______________________________________
Name:
Title:
ROYAL BANK OF CANADA
By:______________________________________
Name:
Title:
STB DELAWARE FUNDING TRUST I
By:______________________________________
Name:
Title:
14
REVOLVING CREDIT BANKS
TORONTO-DOMINION (TEXAS), INC.
By:______________________________________
Name:
Title:
15