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EXHIBIT 10
CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT
CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT ("Second
Amendment"), dated as of January 15, 1998, among U.S. HOME CORPORATION, a
Delaware corporation (the "Borrower"), the Lenders (the "Lenders") party to the
Credit Agreement (the "Credit Agreement"), dated as of May 28, 1997, among the
Borrower, such Lenders and THE FIRST NATIONAL BANK OF CHICAGO, as Agent (the
"Agent"), and the Agent, as amended by the Consent and First Amendment to Credit
Agreement, dated August 22, 1997.
RECITALS:
A. The Borrower, the Lenders and the Agent have previously entered
into the Credit Agreement.
B. The Borrower filed a Registration Statement on Form S-3 (the
"Shelf Registration Statement") with the Securities and Exchange Commission on
July 17, 1997. The prospectus which is a part of the Shelf Registration
Statement is a combined prospectus (together with any amendment or supplement
thereto, the "Prospectus"), which relates to $325,000,000 aggregate principal
amount of debt securities, $300,000,000 aggregate principal amount of which is
related to debt registered under the Shelf Registration Statement and
$25,000,000 aggregate principal amount of which is related to debt previously
registered under the Borrower's Registration Statement on Form S-3 declared
effective on February 8, 1996. On August 28, 1997, the Borrower issued
$225,000,000 aggregate principal amount of debt securities, of which
$100,000,000 aggregate principal amount were senior debt securities and
$125,000,000 aggregate principal amount were senior subordinated debt
securities.
C. The Borrower intends to issue senior debt securities (the "New
Senior Notes") under the Prospectus (the "Offering").
D. The Borrower intends to use the proceeds of the Offering to
redeem, repurchase, defease, acquire or otherwise retire, including payments of
premiums and expenses (the "Redemption"), the Borrower's 9 3/4% Senior Notes due
2003 (the "Senior Notes").
E. Pending application of such proceeds in the Redemption, the
Borrower may use such proceeds to pay outstanding Advances under the Credit
Agreement and to loan or advance such proceeds to U.S. Home Mortgage
Corporation, a wholly-owned subsidiary of the Borrower (the "Temporary Use of
Proceeds").
F. The parties hereto desire to amend the Credit Agreement.
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NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto, intending to be legally
bound, agree as follows:
1. DEFINITIONS
In addition to the terms defined herein, capitalized terms used in
this Second Amendment shall have the respective meanings ascribed thereto in the
Credit Agreement.
2. CONSENT TO THE NEW SENIOR NOTES OFFERING
2.1 The Lenders hereby consent to the Offering if consummated prior
to March 31, 1998 by the Borrower of New Senior Notes to be issued under the
Prospectus, provided that (a) the aggregate principal amount of the New Senior
Notes shall not exceed $100,000,000 and (b) the proceeds of such Offering are
used as provided in Section 3 hereof.
2.2 The Lenders hereby consent to the Borrower's use of the proceeds
of such New Senior Notes to consummate the Redemption and, to the extent that
such proceeds have been used in the Temporary Use of Proceeds, to the use of
proceeds of the Advances to consummate the Redemption.
3. USE OF PROCEEDS OF DEBT OFFERING BY THE BORROWER
The Borrower hereby agrees to use the proceeds of the New Senior
Notes or Advances prior to July 31, 1998 in connection with the Redemption.
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4. MODIFICATIONS OF CERTAIN PROVISIONS OF CREDIT AGREEMENT
4.1 To the extent that the proceeds of the New Senior Notes or
Advances are used to redeem, repurchase, defease, acquire or otherwise retire
the Senior Notes prior to July 31, 1998, the New Senior Notes shall constitute
Refinancing Indebtedness with respect to the Senior Notes.
4.2 Until the earlier of July 31, 1998 or the consummation of the
Redemption, notwithstanding Section 8.6 or any other provision of the Credit
Agreement, the Borrower shall be permitted to engage in the Temporary Use of
Proceeds; provided, that the amount of proceeds loaned or advanced by the
Borrower to U.S. Home Mortgage Corporation pursuant to the Temporary Use of
Proceeds shall not exceed $20,000,000 at any time outstanding.
5. MISCELLANEOUS
5.1 This Second Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Second Amendment by signing any such
counterpart.
5.2 In all respects, including all matters of construction, validity
and performance, this Second Amendment shall be construed in accordance with the
internal laws (and not the laws of conflicts) of the State of Illinois, but
giving effect to federal laws applicable to national banks.
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IN WITNESS WHEREOF, this Second Amendment has been duly executed as
of the date first above written.
U.S. HOME CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
LENDERS:
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
GUARANTY FEDERAL BANK, F.S.B.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxx Ivonevich
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Name: Xxxxxx Ivonevich
Title: Senior Vice President
BANK ONE, ARIZONA, NA
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Name: Xxxxx X. Xxxxxx, Xx.
Title: Assistant Vice President
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COMERICA BANK, a Michigan corporation
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Account Representative
AMSOUTH BANK
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Senior Vice President
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