EXHIBIT 10(l)
Execution Copy
AMENDMENT NO. 2 dated as of May 14, 1997 (this "Amendment"), among USG
Corporation, a Delaware corporation (the "Borrower"), the financial institutions
parties hereto (the "Lenders") and The Chase Manhattan Bank, a New York banking
corporation, formerly known as Chemical Bank, in its separate capacity as agent
for the Lenders (the "Agent").
PRELIMINARY STATEMENTS. (1) The Borrower, the Lenders, the Issuing Banks and the
Agent have entered into the Credit Agreement dated as of July 27, 1995, as
amended by Amendment No. 1 thereto dated as of February 1, 1996 (the "Credit
Agreement") and have agreed to amend the Credit Agreement as hereinafter set
forth.
(2) Capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed to such terms in the Credit Agreement.
In consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto hereby agree, on the terms and subject to
the conditions set forth herein, as follows:
SECTION 1. Amendment of the Credit Agreement. The Credit Agreement is hereby
amended as follows:
1. Section 1.01 of the Credit Agreement is hereby amended to delete the
definition of "Applicable Commitment Fee" contained therein and to substitute
the following therefor:
"Applicable Commitment Fee" shall mean, for any date, the applicable number of
basis points (expressed as a percentage) set forth below based on the
Debt/EBITDA Ratio as of the last day of the Borrower's most recently ended
period of four consecutive fiscal quarters:
Debt/EBITDA Ratio Applicable Commitment Fee
----------------- -------------------------
(in basis points)
greater than 3.00 to 1.0 31.25
greater than 2.50 to 1.0 but less
than or equal to 3.00 to 1.0 25.00
greater than 2.00 to 1.0 but less
than or equal to 2.50 to 1.0 22.50
greater than 1.50 to 1.0 but less
than or equal to 2.00 to 1.0 20.00
greater than 1.25 to 1.0 but less
than or equal to 1.50 to 1.0 18.75
greater than 1.00 to 1.0 but less
than or equal to 1.25 to 1.0 15.00
less than or equal to 1.0 to 1.0 12.50
For purposes of the foregoing, the Applicable Commitment Fee at any time shall
be determined by reference to the Debt/EBITDA Ratio as of the last day of the
Borrower's most recently ended fiscal quarter, provided, that, in calculating
the Debt/EBITDA Ratio for purposes of this definition, Debt shall not include
obligations with respect to letters of credit (including Letters of Credit
issued hereunder) entered into in the ordinary course of business and having an
aggregate outstanding face amount of up to $50,000,000 to the extent such
letters of credit are not drawn on or, if and to the extent drawn on, such
drawing is promptly reimbursed following receipt by the applicable account party
of a demand for reimbursement following payment on the letter of credit.
Following the end of any such fiscal quarter, any change in the Applicable
Commitment Fee shall become effective for all purposes on and after the earlier
of (i) the date of delivery to the Agent of the Debt/EBITDA Ratio Certificate
for such fiscal quarter and (ii) the date of delivery to the Agent of the
Financial Officer's certificate and applicable financial statements described in
Sections 5.07(a), (b) and (c) relating to such fiscal quarter. Notwithstanding
the foregoing, at any time during which the Borrower has failed to deliver the
Financial Officer's certificate and applicable financial statements described in
Sections 5.07(a), (b) and (c) with respect to a fiscal quarter in accordance
with the provisions thereof for more than five days after such certificate and
the applicable financial statements are due, and until such time as such
financial statements are so delivered, the Applicable Commitment Fee shall be
31.25 basis points.
2. Section 1.01 of the Credit Agreement is hereby amended to delete the
definition of "Applicable Eurodollar Margin" contained therein and to substitute
the following therefore:
"Applicable Eurodollar Margin" shall mean, for any date, with respect to the
Revolving Loans comprising any Eurodollar Borrowing, the applicable margin set
forth below based on the Debt/EBITDA Ratio as of the last day of the Borrower's
most recently ended period of four consecutive fiscal quarters:
Debt/EBITDA Ratio Applicable Commitment Fee
----------------- -------------------------
(in basis points)
greater than 3.00 to 1.0 112.5
greater than 2.50 to 1.0 but less
than or equal to 3.00 to 1.0 75.00
greater than 2.00 to 1.0 but less
than or equal to 2.50 to 1.0 62.50
greater than 1.50 to 1.0 but less
than or equal to 2.00 to 1.0 55.00
greater than 1.25 to 1.0 but less
than or equal to 1.50 to 1.0 45.00
greater than 1.00 to 1.0 but less
than or equal to 1.25 to 1.0 40.00
less than or equal to 1.0 to 1.0 37.50
For purposes of the foregoing, the Applicable Eurodollar Margin at any time
shall be determined by reference to the Debt/EBITDA Ratio as of the last day of
the Borrower's most recently ended fiscal quarter, provided, that, in
calculating the Debt/EBITDA Ratio for purposes of this definition, Debt shall
not include obligations with respect to letters of credit (including Letters of
Credit issued hereunder) entered into in the ordinary course of business and
having an aggregate outstanding face amount of up to $50,000,000 to the extent
such letters of credit are not drawn on or, if and to the extent drawn on, such
drawing is promptly reimbursed following receipt by the applicable account party
of a demand for reimbursement following payment on the letter of credit.
Following the end of any such fiscal quarter, any change in the Applicable
Eurodollar Margin shall become effective for all purposes on and after the
earlier of (i) the date of delivery to the Agent of the Debt/EBITDA Ratio
Certificate and (ii) the date of delivery to the Agent of the Financial
Officer's certificate and applicable financial statements described in Sections
5.07(a), (b) and (c) relating to such fiscal quarter. Notwithstanding the
foregoing, at any time during which the Borrower has failed to deliver the
Financial Officer's certificate and applicable financial statements described in
Sections 5.07(a), (b) and (c) with respect to a fiscal quarter in accordance
with the provisions thereof for more than five days after such certificate and
the applicable financial statements are due, and until such time as such
financial statements are so delivered, the Applicable Eurodollar Margin shall be
112.50 basis points.
1.3 Section 5.09 of the Credit Agreement (which requires the pledge to the
Collateral Trustee of newly created or acquired domestic Material Subsidiaries)
is hereby deleted in its entirety.
1.4 Section 6.09 of the Credit Agreement is hereby amended to delete the maximum
Debt/EBITDA Ratio of 4.50 to 1.00 set forth in subsection (a) thereof and to
substitute a maximum Debt/EBITDA Ratio of 4.00 to 1.00 therefor.
SECTION 2. Release of Collateral. Pursuant to Section 9.07(c)(ii) of the Credit
Agreement, all of the Lenders hereby direct the Collateral Trustee, and instruct
the Borrower to direct the Collateral Trustee, to release its Lien on all of the
"Collateral" (as defined in the Collateral Trust Agreement) in accordance with
the procedures described in Section 7 of the Collateral Trust Agreement.
SECTION 3. Representations and Warranties. The Borrower represents and warrants
to each of the Lenders and the Agent that:
(a) This Amendment has been duly authorized, executed and delivered by
it and constitutes its legal, valid and binding obligation, enforceable in
accordance with its terms except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws affecting creditors' rights generally and by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
at law or in equity).
(b) Before and after giving effect to this Amendment, the
representations and warranties set forth in Article V of the Credit Agreement
are true and correct in all material respects with the same effect as if made on
the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date.
(c) Before or after giving effect to this Amendment, no Event of
Default or Potential Event of Default has occurred and is continuing.
SECTION 4. Condition to Effectiveness. The amendments to the Credit Agreement
set forth in this Amendment shall become effective as of the date first above
written when the Agent shall have received counterparts of this Amendment that,
when taken together, bear the signatures of the Borrower, the Agent and each
Lender.
SECTION 5. Credit Agreement. Except as specifically amended hereby, the Credit
Agreement and each Loan Document shall continue in full force and effect in
accordance with the respective provisions thereof as in existence on the date
hereof. After the date hereof, any reference to the Credit Agreement shall mean
the Credit Agreement as amended hereby.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract.
SECTION 8. Expenses. The Borrower agrees to reimburse the Agent for its
out-of-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Sidley & Austin, counsel for the
Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first
written above.
USG CORPORATION
By_____________________________
Name:__________________________
Title:_________________________
THE CHASE MANHATTAN BANK,
individually and as Agent
By______________________________
Name:___________________________
Title:__________________________
BANKERS TRUST COMPANY
By______________________________
Name:___________________________
Title:__________________________
CITIBANK, N.A.
By______________________________
Name:___________________________
Title:__________________________
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By______________________________
Name:___________________________
Title:__________________________
BANK OF MONTREAL
By______________________________
Name:___________________________
Title:__________________________
BANQUE PARIBAS, CHICAGO BRANCH
By______________________________
Name:___________________________
Title:__________________________
By______________________________
Name:___________________________
Title:__________________________
THE FIRST NATIONAL BANK OF CHICAGO
By______________________________
Name:___________________________
Title:__________________________
THE FUJI BANK, LIMITED
By______________________________
Name:___________________________
Title:__________________________
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, CHICAGO BRANCH
By______________________________
Name:___________________________
Title:__________________________
LASALLE NATIONAL BANK
By______________________________
Name:___________________________
Title:__________________________
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW
YORK
By______________________________
Name:___________________________
Title:__________________________
THE NORTHERN TRUST COMPANY
By______________________________
Name:___________________________
Title:__________________________
THE SANWA BANK, LIMITED, CHICAGO BRANCH
By______________________________
Name:___________________________
Title:__________________________
TORONTO DOMINION (TEXAS), INC.
By______________________________
Name:___________________________
Title:__________________________
ARAB BANKING CORPORATION
By_____________________________
Name:__________________________
Title:_________________________
MITSUBISHI TRUST & BANKING CORPORATION,
CHICAGO BRANCH
By______________________________
Name:___________________________
Title:__________________________
WACHOVIA BANK OF GEORGIA, N.A.
By______________________________
Name:___________________________
Title:__________________________
TRUST COMPANY BANK
By______________________________
Name:___________________________
Title:__________________________
CAISSE NATIONALE DE CREDIT AGRICOLE
By______________________________
Name:___________________________
Title:__________________________
THE MITSUI TRUST & BANKING CO. LTD.,
NEW YORK BRANCH
By______________________________
Name:___________________________
Title:__________________________
THE SUMITOMO BANK, LTD., CHICAGO BRANCH
By______________________________
Name:___________________________
Title:__________________________