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Full Doc	2001	MetLife Announces Third Quarter 2001 Results MetLife Announces Third Quarter 2001 Results (16K) Doc #312290: This document is immediately available for purchase, but does not have a preview available for viewing. {DOCUMENT} {TYPE}EX-99.1 {SEQUENCE}3 {FILENAME}y54576ex99-1.txt {DESCRIPTION}PRESS RELEASE {TEXT} {PAGE} Exhibit 99.1 Media Contact: Kevin Foley 212-578-4132 kfoley@metlife.com Investor Contact: Kevin Helmintoller 212-578-5140 helmintoller@metlife.com METLIFE ANNOUNCES THIRD QUARTER 2001 RESULTS NEW YORK, November 6, 2001 - MetLife, Inc. (NYSE: MET) today reported after-tax operating earnings of $227 million for the three months ended September 30, 2001, a 41% decrease from $384 million for the same period in 2000. Diluted operating earnings per share for the third quarter of 2001 were $0.30, compared with $0.49 for the same period last year. Excluding after-tax insurance losses of $208 million associated with the September 11 tragedies, the company reported adjusted after-tax operating earnings of $435 million or $0.57 per share for the third quarter of 2001, an increase of 16% over the same period last year. After-tax operating earnings for the first nine months of 2001 were $1.03 billion, a 9% decline from $1.14 billion in the prior year period. Diluted operating earnings per share for the first nine months of 2001 were $1.33, compared with $1.45, on a pro-forma basis, for the same period last year. Excluding the aforementioned after-tax insurance losses associated with the September 11 tragedies, the company reported adjusted operating earnings of $1.24 billion or $1.60 per share for the first nine months of 2001, an increase of 10% over the same period last year. "I am proud of MetLife's performance this quarter," said Robert H. Benmosche, chairman and chief executive officer. "We have met our obligations to our customers during an extraordinary period in an exemplary fashion. In the face of a highly uncertain and turbulent market environment, we have continued to stay focused on reducing expenses, streamlining our organization and growing our businesses, while delivering strong financial results." Benmosche added, "While market conditions have improved marginally in the fourth quarter, the economic situation continues to be less than ideal. However, due to strength in our respective markets and the diversity of our business, we currently believe we will be able to produce between $0.58 and $0.60 in operating earnings per share in the fourth quarter, exclusive of the previously announced charges of $356 million after-tax." - more - {PAGE} - 2 - Net income for the third quarter of 2001 was $162 million or $0.21 per share on a diluted basis. These amounts include the aforementioned after-tax insurance losses from the September 11 tragedies and net investment losses of $65 million, net of income taxes. For the third quarter 2000, the company reported net income of $241 million or $0.31 per share on a diluted basis, which included net investment losses of $143 million, net of income taxes. Net income for the first nine months of 2001 was $769 million or $0.99 per share on a diluted basis. These amounts include the aforementioned after-tax insurance losses from the September 11 tragedies and net investment losses of $261 million, net of income taxes. Net income for the first nine months of 2000 was $362 million or $0.46 per share on a pro-forma diluted basis. These amounts include a one-time payout to transferred Canadian policyholders of $327 million associated with MetLife's demutualization, net investment losses of $247 million, demutualization expenses of $170 million and surplus taxes of $31 million, all of which are net of income taxes. THIRD QUARTER SEGMENT RESULTS Individual Business Individual Business after-tax operating earnings for the third quarter of 2001 decreased 15% to $164 million, compared with $194 million for the same period last year. Excluding $15 million of after-tax insurance losses related to the September 11 tragedies, adjusted after-tax operating earnings for the third quarter were $179 million, down 8% from the year-ago period. The decrease includes a $15 million after-tax reduction in investment income due to the reallocation of capital following the Closed Block reinsurance transaction that occurred in October 2000 and became effective on January 1, 2001. Excluding the effects of the September 11 insurance losses and the capital reallocation, adjusted after-tax operating earnings were flat at $194 million. Total premiums and deposits increased 3% to $3.39 billion from $3.28 billion for the year-ago quarter. Total first year life insurance premiums and deposits rose 11% to $189 million from $170 million in the third quarter of 2000. Excluding single premium corporate owned life insurance (COLI) sales, which can vary significantly from period to period, first year life insurance premiums and deposits increased 9% in the third quarter of 2001 to $185 million. First year premiums and deposits for variable and universal life insurance products increased 14% to $145 million from $127 million during the same period in 2000. Excluding the aforementioned COLI business, first year premiums and deposits for variable and universal life insurance products increased by 11% in the third quarter of 2001 to $141 million. Annuity deposits for the third quarter were $1.39 billion, up 7% from the prior year period, bolstered by Individual Business' new distribution channel, MetLife Investors Group, which grew annuity deposits by 23%. Mutual fund sales were $647 million, down 35% from the third quarter 2000. The decrease was partially due to customer concerns about equity market conditions. Third quarter 2000 results also included agent sales of proprietary mutual funds offered through Nvest, L.P. and Nvest Companies, L.P. MetLife sold these companies on October 30, 2000. - more - {PAGE} - 3 - Institutional Business Institutional Business after-tax operating earnings were $27 million in the third quarter of 2001. Excluding $182 million of after-tax insurance losses associated with the September 11 tragedies, adjusted after-tax operating earnings for the third quarter were $209 million, an increase of 31% over $159 million reported for the prior year period. During the third quarter of 2001, Institutional Business experienced strong revenue growth and lower operating expenses. The group life business reported after-tax operating losses of $16 million. Excluding $99 million in after-tax group life insurance losses associated with the September 11 tragedies, adjusted after-tax operating earnings were $83 million, an increase of 32% over $63 million reported for the prior year period. The increase was due to higher investment margins combined with lower operating expenses. Retirement and savings after-tax operating earnings increased 50% to $87 million from $58 million for the prior year period. Retirement and savings benefited from additional capital that was reallocated from Individual Business as a result of the aforementioned Closed Block reinsurance transaction, as well as increased investment margins and a reduction in expenses. Non-medical health and other reported operating losses of $44 million, compared with after-tax operating earnings of $38 million for the third quarter of 2000. Excluding $83 million in after-tax insurance losses from the September 11 tragedies, non-medical health and other reported adjusted after-tax operating earnings of $39 million for the third quarter of 2001, relatively flat, compared with the prior year period. Higher claims activity in the company's group disability 312290	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this MetLife Announces Third Quarter 2001 Results: Banco Santander Central Hispano, S.A. – million shares of its common stock as part of the sale of 25 million shares by Santusa Holding, S.L., an affiliate of Banco Santander Central Hispano, S.A. From April 2000 to September 30, 2001, the company has bought back approximately 61 million shares of its common stock at an _____________ dt 340043 ; MetLife MetLife, Inc. ( Life Insurance ) As referenced in this MetLife Announces Third Quarter 2001 Results: MetLife, Inc – metlife.com Investor Contact: Kevin Helmintoller 212-578-5140 helmintoller@metlife.com METLIFE ANNOUNCES THIRD QUARTER 2001 RESULTS NEW YORK, November 6, 2001 - MetLife, Inc . (NYSE: MET) today reported after-tax operating earnings of $227 million for the three months ended September 30, 2001, a 41% decrease _____________ MetLife, Inc – results. A live Webcast of the call will be available over the Internet at www.metlife.com (click on the "Investor Relations for MetLife, Inc ." tab). Those who want to listen to the call should go to the Web site at least 15 minutes early to register, _____________ MetLife, Inc – replay is 604277. To access the replay of the conference call over the Internet, visit the above-mentioned Web site. - more - {PAGE} - 5 - MetLife, Inc ., through its subsidiaries and affiliates, is a leading provider of insurance and other financial services to individual and group customers. The MetLife _____________ dt 317164 ;	RGA Reinsurance Group of America Inc. ( Life Insurance ) As referenced in this MetLife Announces Third Quarter 2001 Results: Reinsurance Group of America, Inc – reported adjusted after-tax operating earnings of $23 million. The increase between periods resulted from growth in adjusted after-tax operating earnings at Reinsurance Group of America, Inc . (NYSE: RGA), as well as improvements in MetLife's smaller reinsurance operation - Exeter Reinsurance Company. Asset Management After-tax operating earnings for _____________ dt 317935
Preview Full Doc	2001	364-Day Credit Agreement 364-Day Credit Agreement (252K) Doc #312324: Click preview link for longer preview. 364-DAY CREDIT AGREEMENT dated as of April 25, 2001 among METLIFE, INC. METROPOLITAN LIFE INSURANCE COMPANY METLIFE FUNDING, INC., as Borrowers The LENDERS Party Hereto LEHMAN COMMERCIAL PAPER, INC., THE CHASE MANHATTAN BANK, CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents and BANK OF AMERICA, N.A. as Administrative Agent $1,250,000,000 BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Book Manager ================================================================================ {PAGE} 2 TABLE OF CONTENTS Page ---- ARTICLE I Definitions.......................................................1 SECTION 1.1 Defined Terms..............................................1 SECTION 1.2 Classification of Loans and Borrowings....................15 SECTION 1.3 Terms Generally...........................................15 SECTION 1.4 Accounting Terms; GAAP; SAP...............................16 ARTICLE II The Credits...............................................16 SECTION 2.1 Commitments...............................................16 SECTION 2.2 Loans and Borrowings......................................16 SECTION 2.3 Requests for Revolving Borrowings.........................17 SECTION 2.4 Competitive Bid Procedure.................................18 SECTION 2.5 Funding of Borrowings.....................................20 SECTION 2.6 Interest Elections........................................21 SECTION 2.7 Termination and Reduction of Commitments..................22 SECTION 2.8 Repayment of Loans; Evidence of Debt......................23 SECTION 2.9 Prepayment of Loans.......................................24 SECTION 2.10 Fees......................................................24 SECTION 2.11 Interest..................................................25 SECTION 2.12 Alternate Rate of Interest................................26 SECTION 2.13 Increased Costs...........................................26 SECTION 2.14 Break Funding Payments....................................27 SECTION 2.15 Taxes.....................................................28 SECTION 2.16 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.......................................29 SECTION 2.17 Mitigation Obligations; Replacement of Lenders............30 SECTION 2.18 Extension of Termination Date.............................31 SECTION 2.19 Extension of Maturity Date................................33 ARTICLE III THE LETTERS OF CREDIT............................................33 SECTION 3.1 Amounts and Terms of L/C Commitments......................33 SECTION 3.2 Issuance, Amendment and Renewal of Letters of Credit......34 SECTION 3.3 Drawing and Reimbursements................................35 SECTION 3.4 Repayment of L/C Advances ................................38 SECTION 3.5 Role of the Lenders ......................................38 (i) {PAGE} 3 TABLE OF CONTENTS (Continued) Page ---- SECTION 3.6 Obligations Absolute .....................................39 SECTION 3.7 Risk Participations, Drawings and Reimbursements .........40 SECTION 3.8 Cash Collateral Pledge; Repayment of L/C Advances.........40 SECTION 3.9 Letter of Credit Fees.....................................40 SECTION 3.10 Uniform Customs and Practice .............................41 SECTION 3.11 Applicant.................................................41 ARTICLE IV REPRESENTATIONS AND WARRANTIES...................................41 SECTION 4.1 Organization; Powers......................................41 SECTION 4.2 Authorization; Enforceability.............................41 SECTION 4.3 Governmental Approvals; No Conflicts......................42 SECTION 4.4 Financial Condition; No Material Adverse Change...........42 SECTION 4.5 Properties................................................42 SECTION 4.6 Litigation and Environmental Matters......................42 SECTION 4.7 Compliance with Laws and Agreements.......................43 SECTION 4.8 Investment and Holding Company Status.....................43 SECTION 4.9 Taxes.....................................................43 SECTION 4.10 ERISA.....................................................43 SECTION 4.11 Disclosure................................................43 SECTION 4.12 Margin Stock..............................................44 ARTICLE V CONDITIONS.......................................................44 SECTION 5.1 Effective Date............................................44 SECTION 5.2 Each Credit Event.........................................45 ARTICLE VI AFFIRMATIVE COVENANTS............................................45 SECTION 6.1 Financial Statements and Other Information................45 SECTION 6.2 Notices of Defaults.......................................46 SECTION 6.3 Existence; Conduct of Business............................46 SECTION 6.4 Payment of Obligations....................................46 SECTION 6.5 Maintenance of Properties; Insurance......................46 SECTION 6.6 Books and Records; Inspection Rights......................47 SECTION 6.7 Compliance with Laws......................................47 SECTION 6.8 Use of Proceeds...........................................47 (ii) {PAGE} 4 TABLE OF CONTENTS (Continued) Page ---- SECTION 6.9 Support Agreement.........................................47 ARTICLE VII NEGATIVE COVENANTS...............................................47 SECTION 7.1 Liens.....................................................47 SECTION 7.2 Fundamental Changes.......................................49 SECTION 7.3 Transactions with Affiliates..............................49 SECTION 7.4 Adjusted Statutory Surplus................................49 ARTICLE VIII EVENTS OF DEFAULT................................................49 ARTICLE IX AGENTS...........................................................52 SECTION 9.1 Administrative Agent......................................52 SECTION 9.2 L/C Administrator.........................................54 SECTION 9.3 Co-Syndication Agents.....................................54 ARTICLE X MISCELLANEOUS....................................................54 SECTION 10.1 Notices...................................................54 SECTION 10.2 Waivers; Amendments.......................................54 SECTION 10.3 Expenses; Indemnity: Damage; Waiver.......................55 SECTION 10.4 Successors and Assigns....................................56 SECTION 10.5 Survival..................................................59 SECTION 10.6 Counterparts; Integration; Effectiveness..................59 SECTION 10.7 Severability..............................................60 SECTION 10.8 Right of Setoff...........................................60 312324	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this 364-Day Credit Agreement: BANCO SANTANDER CENTRAL HISPANO S.A. – 5 {PAGE} 72 LEHMAN COMMERCIAL PAPER INC. By: /s/ Michele Swanson ---------------------------------- Michele Swanson Authorized Signatory 364-Day Credit Agreement S-6 {PAGE} 73 BANCO SANTANDER CENTRAL HISPANO S.A. By: /s/ Jorge Saavedra --------------------------------- Jorge Saavedra Vice President By: /s/ Sen Louis -------------------------------- Sen Louis Assistant Vice President 364-Day Credit Agreement S- _____________ Banco Santander Central Hispano S.A. – 20,200,000 -------------------------------------------------------------------------------- The Chase Manhattan Bank $101,000,000 $20,200,000 -------------------------------------------------------------------------------- Lehman Commercial Paper Inc. $101,000,000 $20,200,000 -------------------------------------------------------------------------------- Banco Santander Central Hispano S.A. $ 62,000,000 $12,400,000 -------------------------------------------------------------------------------- BNP Paribas $ 62,000,000 $12,400,000 -------------------------------------------------------------------------------- Barclays Bank PLC $ 62,000,000 $12,400, _____________ dt 340039 ; Citibank Citibank, NA As referenced in this 364-Day Credit Agreement: CITIBANK, N.A. – METLIFE, INC. METROPOLITAN LIFE INSURANCE COMPANY METLIFE FUNDING, INC., as Borrowers The LENDERS Party Hereto LEHMAN COMMERCIAL PAPER, INC., THE CHASE MANHATTAN BANK, CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents and BANK OF AMERICA, N.A. as Administrative Agent $1,250,000,000 _____________ CITIBANK, N.A. – INC. ("Funding" and together with the Company and MetLife, the "Borrowers"); the LENDERS party hereto; LEHMAN COMMERCIAL PAPER, INC., THE CHASE MANHATTAN BANK, CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents and BANK OF AMERICA, N.A., as Administrative Agent. The parties hereto agree _____________ CITIBANK, N.A. – N.A. individually and as Administrative Agent, By: /s/ Leslie Reed ----------------------------- Leslie Reed Vice President 364-Day Credit Agreement S-2 {PAGE} 69 CITIBANK, N.A. By: /s/ Sandra Heim ------------------------------ Sandra Heim Vice President 364-Day Credit Agreement S-3 {PAGE} 70 CREDIT SUISSE FIRST BOSTON By: /s/ _____________ Citibank, N.A. – Agreement"), among MetLife, Inc., Metropolitan Life Insurance Company, MetLife Funding, Inc.; the Lenders named therein, Lehman Commercial Paper, Inc., The Chase Manhattan Bank, Citibank, N.A. and Credit Suisse First Boston, as Co-Syndication Agents and Bank of America, N.A., as Administrative Agent for the Lenders. Terms _____________ Citibank, N.A. – as of April 25, 2001 (the "Credit Agreement"), among the Borrowers, the lenders named therein, Lehman Commercial Paper, Inc., The Chase Manhattan Bank, Citibank, N.A. and Credit Suisse First Boston, as Co-Syndication Agents and Bank of America, N.A., as Administrative Agent, providing for loans to _____________ dt 341180 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this 364-Day Credit Agreement: McGraw-Hill Companies, Inc – or permitted by the Applicable Insurance Regulatory Authority or the NAIC. "S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc ., and any successor thereto. "SEC" means the Securities and Exchange Commission or any governmental authority succeeding to its principal functions. "SPC" has _____________ dt 346112 ;	MetLife MetLife, Inc. ( Life Insurance ) As referenced in this 364-Day Credit Agreement: METLIFE, INC – txt {DESCRIPTION}364-DAY CREDIT AGREEMENT {TEXT} {PAGE} 1 EXHIBIT 10.21 ================================================================================ 364-DAY CREDIT AGREEMENT dated as of April 25, 2001 among METLIFE, INC . METROPOLITAN LIFE INSURANCE COMPANY METLIFE FUNDING, INC., as Borrowers The LENDERS Party Hereto LEHMAN COMMERCIAL PAPER, INC., THE CHASE MANHATTAN BANK, CITIBANK, _____________ METLIFE, INC – the Borrowers Exhibit C - Form of L/C Application (iv) {PAGE} 6 364-DAY CREDIT AGREEMENT dated as of April 25, 2001, among METLIFE, INC . ("MetLife") METROPOLITAN LIFE INSURANCE COMPANY (the "Company") and METLIFE FUNDING INC. ("Funding" and together with the Company and MetLife, the "Borrowers"); the _____________ MetLife, Inc – except that the Maturity Date may be extended pursuant to Section 2.19 hereof. 364-Day Credit Agreement 11 {PAGE} 17 "MetLife" means MetLife, Inc ., a Delaware corporation. "Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. "NAIC" means the National _____________ METLIFE, INC – hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. METLIFE, INC . By: /s/ Leland C. Launer, Jr. -------------------------------- Leland C. Launer, Jr. Treasurer METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Leland C. Launer, Jr. ------------------------------- Leland _____________ MetLife, Inc – to the Credit Agreement dated as of April 25, 2001 (as amended and in effect on the date hereof, the "Credit Agreement"), among MetLife, Inc ., Metropolitan Life Insurance Company, MetLife Funding, Inc.; the Lenders named therein, Lehman Commercial Paper, Inc., The Chase Manhattan Bank, Citibank, N.A. _____________ dt 317196 ; MetLife Metropolitan Life Insurance Co. ( Life Insurance ) ; More...
Preview Full Doc	2007	Articles of Association Articles of Association (29K) Doc #3180200: Click preview link for longer preview. ï¿½SANTANDER FINANCE PREFERRED, S.A.ï¿½ ARTICLES OF ASSOCIATION TITLE I. NAME, PURPOSE, DURATION AND REGISTERED OFFICE SECTION 1. The name of the Company is ï¿½SANTANDER FINANCE PREFERRED, S.A.ï¿½ A commercial company is incorporated under the above name, which shall be governed by these Articles of Association and, in what is not provided by them, by the Companies Act rules and remaining applicable provisions. SECTION 2. The Companyï¿½s single purpose is the issue of preferred securities with the guarantee of Banco Santander Central . . . 3180200	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Articles of Association: Banco Santander Central Hispano, S.A. – not provided by them, by the Companies Act rules and remaining applicable provisions. SECTION 2. The Company?s single purpose is the issue of preferred securities with the guarantee of Banco Santander Central Hispano, S.A. That purpose will be developed in compliance with the requirements provided for each case by the current legislation. SECTION 3. The company is permanently incorporated; this notwithstanding, the General _____________ dt 1832543
Preview Full Doc	2006	Asset Purchase Agreement Asset Purchase Agreement (207K) Doc #816426: Click preview link for longer preview. ASSET PURCHASE AGREEMENT by and among WELLS FARGO & COMPANY ISLAND FINANCE PUERTO RICO, INC. ISLAND FINANCE SALES FINANCE CORPORATION and SANTANDER BANCORP and SANTANDER FINANCIAL SERVICES, INC. for the purchase and sale of certain assets of Island Finance Puerto Rico, Inc. and Island Finance Sales Finance Corporation Dated as of January 22, 2006 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 . . . 816426	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Asset Purchase Agreement: Banco Santander Central Hispano, S.A. – purchase and sale of the Purchased Assets (the Closing), and the assumption by Purchaser of the Assumed Liabilities, provided for in Article II shall take place at the offices of Banco Santander Central Hispano, S.A. (New York Branch) located at 45 East 53rd Street, 8th Floor, New York City, New York, at 10:00 a.m., Eastern time, on the later of (i) February _____________ dt 1465489 ;	Santander Santander BanCorp ( Regional Banks ) As referenced in this Asset Purchase Agreement: SANTANDER BANCORP – 1 ASSET PURCHASE AGREEMENT Exhibit 10.1 EXECUTION COPY ASSET PURCHASE AGREEMENT by and among WELLS FARGO & COMPANY ISLAND FINANCE PUERTO RICO, INC. ISLAND FINANCE SALES FINANCE CORPORATION and SANTANDER BANCORP and SANTANDER FINANCIAL SERVICES, INC. for the purchase and sale of certain assets of Island Finance Puerto Rico, Inc. and Island Finance Sales Finance Corporation Dated as of January _____________ SANTANDER BANCORP, – PUERTO RICO, INC., a Delaware corporation (Island Finance PR), ISLAND FINANCE SALES FINANCE CORPORATION, a Cayman Islands corporation (Island Finance SFC, and, together with Island Finance PR, the Sellers), and SANTANDER BANCORP, a Puerto Rico corporation (Santander), and its subsidiary SANTANDER FINANCIAL SERVICES, INC., a Puerto Rico corporation (Santander Financial and, together with Santander, Purchaser). WITNESSETH: WHEREAS, the Sellers own certain _____________ Santander BanCorp – 6082 with a copy to: Wells Fargo Financial, Inc. 800 Walnut Street Des Moines, Iowa 50309 Attn: General Counsel Fax: (515) 237-7602 (b) if to Purchaser, to it at: Santander BanCorp 207 Ponce de Leon Avenue San Juan, Puerto Rico 00918 Attn: President Fax: (787) 767-7913 with a copy to: Santander Financial Services, Inc. 207 Ponce de Leon Avenue _____________ SANTANDER BANCORP – PUERTO RICO, INC. By: /s/ Gary M. Poetting Name: Gary M. Poetting Title: Vice President ISLAND FINANCE SALES FINANCE CORPORATION By: /s/ Tim Johnson Name: Tim Johnson Title: Vice President SANTANDER BANCORP By: /s/ Jos R. Gonzlez Name: Jos R. Gonzlez Title: President By: /s/ Carlos M. Garca Name: Carlos M. Garca Title: Senior Executive VP & COO SANTANDER FINANCIAL SERVICES, _____________ dt 1444931
Preview Full Doc	2004	Borrower Pledge Agreement Borrower Pledge Agreement (88K) Doc #1647523: Click preview link for longer preview. BORROWER PLEDGE AGREEMENT dated as of February 26, 2004 by and between CONSTRUCTORA INTERNACIONAL DE INFRAESTRUCTURA, S.A. DE C.V. as Pledgor, and BANCO SANTANDER MEXICANO, S.A. as Onshore Collateral Agent on behalf and for the benefit of the Secured Parties as Pledgee <PAGE> . . . 1647523	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Borrower Pledge Agreement: Banco Santander Central Hispano, S.A. – Credit Agreement and to obtain additional funds to finance the Project: (i) the Pledgor acting as Borrower, WestLB AG, New York Branch acting as Intercreditor Agent and Facility Administrative Agent, Banco Santander Central Hispano, S.A. , New York Branch acting as Offshore Collateral Agent, Banco Santander Mexicano, S.A. acting as Onshore Collateral Agent, the Lenders from time to time party thereto, Citibank, N.A. _____________ Banco Santander Central Hispano, S.A. – the meaning given to such term in paragraph (ii) of the sixth Whereas Clause hereof. "Endorsement" shall mean the document attached to any Insurance Policy providing for the appointment of Banco Santander Central Hispano, S.A. , New York Branch as "loss payee" thereunder pursuant to Section 6.01 (d) (ii) of the Common Agreement, substantially in the form of Exhibit "E" hereto. "Energo" shall have _____________ Banco Santander Central Hispano, S.A. – of Mexico City, Federal District, on or prior to the Closing Date, and obtain such registration within seventy five (75) calendar days after the Closing Date. The Pledgor hereby authorizes Banco Santander Central Hispano, S.A. , New York Branch to register this Agreement with any other registry as required. 2.3 Material Possession of and Title to Exercise the Pledged Assets. The Pledgor shall retain _____________ Banco Santander Central Hispano, S.A. – a) the Common Agreement dated as of February 26, 2004 (the "Common Agreement"), among the Company as borrower, WestLB AG, New York Branch as intercreditor agent and facility administrative agent, Banco Santander Central Hispano, S.A. , New York Branch as offshore collateral agent, Banco Santander Mexicano, S.A. as Onshore Collateral Agent and Citibank, N.A. as note trustee, the lenders and the other creditors _____________ Banco Santander Central Hispano, S.A. – the Company as issuer and Citibank, N.A. as note trustee; and (d) the Depositary Agreement dated as of February 26, 2004 (the "Depositary Agreement") among the Company as borrower, Banco Santander Central Hispano, S.A. , New York Branch as offshore collateral agent and offshore depositary bank, Banco Santander Mexicano, S.A. as Onshore Collateral Agent, Citibank, N.A. as note trustee and WestLB AG, _____________ dt 1465509 ; Citibank Citibank, NA As referenced in this Borrower Pledge Agreement: Citibank, N.A. – Central Hispano, S.A., New York Branch acting as Offshore Collateral Agent, Banco Santander Mexicano, S.A. acting as Onshore Collateral Agent, the Lenders from time to time party thereto, Citibank, N.A. acting as Note Trustee, and the other Creditors and Creditor Representatives (each, as defined therein) from time to time party thereto, entered into a Common Agreement dated as of _____________ Citibank, N.A. – to and in accordance with the terms and conditions of the Credit Agreement and the terms and conditions of the Common Agreement; and (iii) the Pledgor has entered into with Citibank, N.A. , in its capacity as Note Trustee, a Note Indenture dated as of February 26, 2004 (the "Note Indenture") pursuant to which the Pledgor will issue the Investor Notes to _____________ Citibank, N.A. – as intercreditor agent and facility administrative agent, Banco Santander Central Hispano, S.A., New York Branch as offshore collateral agent, Banco Santander Mexicano, S.A. as Onshore Collateral Agent and Citibank, N.A. as note trustee, the lenders and the other creditors and creditor representatives from time to time party thereto, setting forth certain common representations and warranties, covenants, conditions to funding, _____________ Citibank, N.A. – rights and obligations in respect of which notes shall be governed by the Note Indenture dated as of February 26, 2004 (the "Note Indenture"), among the Company as issuer and Citibank, N.A. as note trustee; and (d) the Depositary Agreement dated as of February 26, 2004 (the "Depositary Agreement") among the Company as borrower, Banco Santander Central Hispano, S.A., New _____________ Citibank, N.A. – the Company as borrower, Banco Santander Central Hispano, S.A., New York Branch as offshore collateral agent and offshore depositary bank, Banco Santander Mexicano, S.A. as Onshore Collateral Agent, Citibank, N.A. as note trustee and WestLB AG, New York Branch as facility administrative agent and intercreditor agent, which will govern the establishment 2 <PAGE> and maintenance of various _____________ dt 1480199 ;	ICA ICA Corp
Preview Full Doc	2006	Bridge Facility Agreement Bridge Facility Agreement (63K) Doc #2678907: Click preview link for longer preview. EXECUTION VERSION Bridge Facility Agreement Dated 21 December 2006 Santander BanCorp (ï¿½Santanderï¿½) Santander Financial Services, Inc. (ï¿½Santander FSï¿½) (each a ï¿½Borrowerï¿½ and together the ï¿½Borrowersï¿½) National Australia Bank Limited, acting through its offshore banking unit (ABN 12 004 044 937) (ï¿½Bankï¿½) Mallesons Stephen Jaques Level 60 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T +61 2 9296 2000 F +61 2 9296 3999 DX 113 Sydney www.mallesons.com . . . 2678907	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Bridge Facility Agreement: Banco Santander Central Hispano SA – open for general banking business in Melbourne, Australia, Madrid, Spain and New York, New York (not being a Saturday, Sunday or public holiday in any such place). Banco Santander means Banco Santander Central Hispano SA . BSCH Guarantee means the letter of guarantee dated on or about the date of this Bridge Facility Agreement, given by Banco Santander in favour of the Bank. Control of _____________ dt 1674366 ; Citibank Citibank, NA As referenced in this Bridge Facility Agreement: Citibank NA – York time; and (c) in United States dollars in immediately available funds; and (d) to the Bank by payment into the following account, or as the Bank otherwise directs: Bank: Citibank NA , New York Swift: CITIUS33 ABA: 21000089 For account of: National Australia Bank Ltd (Offshore Banking Unit) Account No.: 36244285 Reference: OBU/Santander If the Bank directs a Borrower to _____________ dt 1675484 ;	Santander Santander BanCorp ( Regional Banks ) As referenced in this Bridge Facility Agreement: Santander BanCorp – EX-10.1 Bridge Facility Agreement EX-10.1 2 g04842exv10w1.htm EX-10.1 BRIDGE FACILITY AGREEMENT EXHIBIT 10.1 EXECUTION VERSION Bridge Facility Agreement Dated 21 December 2006 Santander BanCorp (Santander) Santander Financial Services, Inc. (Santander FS) (each a Borrower and together the Borrowers) National Australia Bank Limited, acting through its offshore banking unit (ABN 12 004 044 937) ( _____________ Santander BanCorp, – 3.4) 27 Schedule 2 Drawdown Notice (clause 3) 28 Signing page 29 Mallesons Stephen Jaques Bridge Facility Agreement ii 8708728_9 20 December 2006 Bridge Facility Agreement Details Parties Parties Santander BanCorp, Santander FS and Bank Santander BanCorp Name Santander BanCorp Co. No. IRS TAX ID: 66-0573723 Incorporated Commonwealth of Puerto Rico Address 207 Ponce de Leon Avenue 4th Floor _____________ Santander BanCorp – Notice (clause 3) 28 Signing page 29 Mallesons Stephen Jaques Bridge Facility Agreement ii 8708728_9 20 December 2006 Bridge Facility Agreement Details Parties Parties Santander BanCorp, Santander FS and Bank Santander BanCorp Name Santander BanCorp Co. No. IRS TAX ID: 66-0573723 Incorporated Commonwealth of Puerto Rico Address 207 Ponce de Leon Avenue 4th Floor San Juan, PR 00918 Fax +1- _____________ Santander BanCorp – 28 Signing page 29 Mallesons Stephen Jaques Bridge Facility Agreement ii 8708728_9 20 December 2006 Bridge Facility Agreement Details Parties Parties Santander BanCorp, Santander FS and Bank Santander BanCorp Name Santander BanCorp Co. No. IRS TAX ID: 66-0573723 Incorporated Commonwealth of Puerto Rico Address 207 Ponce de Leon Avenue 4th Floor San Juan, PR 00918 Fax +1-787-777-4191 _____________ Santander BanCorp – Fax +61 3 8641 0560 Telephone +61 3 8641 4853 Email obu@nab.com.au Date of agreement See Signing page Summary of facility Facility Facility Limit US$800 million Santander BanCorp Facility Limit US$275,000,000 Santander FS Facility Limit US$525,000,000 Availability Period The period from the date of this agreement to 31 December 2006 Maturity Date _____________ dt 1672515
Preview Full Doc	2004	Bylaws Bylaws (27K) Doc #420779: Click preview link for longer preview. ï¿½SANTANDER FINANCE PREFERRED, S.A.ï¿½ BYLAWS TITLE I. NAME, PURPOSE, DURATION AND REGISTERED OFFICE SECTION 1. The name of the Company is ï¿½SANTANDER FINANCE PREFERRED, S.A.ï¿½ A commercial company is incorporated under the above name, which shall be governed by these Bylaws and, in what is not provided by them, by the Companies Act rules and remaining applicable provisions. SECTION 2. The Companyï¿½s single purpose is the issue of debt instruments and financial instruments in compliance with the requirements provided for each . . . 420779	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks )
Preview Full Doc	2004	Bylaws Bylaws (46K) Doc #420789: Click preview link for longer preview. BYLAWS OF BANCO SANTANDER CENTRAL HISPANO, S.A. *A Corporation Founded in 1857* S A N T A N D E R Heading I NAME, REGISTERED OFFICE AND DURATION OF THE CORPORATION Article 1.- The Corporation is named "BANCO SANTANDER CENTRAL HISPANO, S.A." This Corporation was founded in the city bearing its name by public deed executed on the third of March 1856 before the Notary Public don Jos? Dou Mart?nez, being ratified and partially modified by another dated the twenty-first of March of the following . . . 420789	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Bylaws: BANCO SANTANDER CENTRAL HISPANO, S.A. – Prepared and filed by St Ives Burrups EX-1.2 34 b333081ex1-2.htm BY-LAWS OF BANCO SANTANDER CENTRAL HISPANO, S.A. Exhibit 1.2 BYLAWS OF BANCO SANTANDER CENTRAL HISPANO, S.A. A Corporation Founded in 1857 S A N T A N D E R Heading I NAME, REGISTERED _____________ BANCO SANTANDER CENTRAL HISPANO, S.A. – Prepared and filed by St Ives Burrups EX-1.2 34 b333081ex1-2.htm BY-LAWS OF BANCO SANTANDER CENTRAL HISPANO, S.A. Exhibit 1.2 BYLAWS OF BANCO SANTANDER CENTRAL HISPANO, S.A. A Corporation Founded in 1857 S A N T A N D E R Heading I NAME, REGISTERED OFFICE AND DURATION OF THE CORPORATION Article 1.- The Corporation is _____________ BANCO SANTANDER CENTRAL HISPANO, S.A. – A Corporation Founded in 1857 S A N T A N D E R Heading I NAME, REGISTERED OFFICE AND DURATION OF THE CORPORATION Article 1.- The Corporation is named "BANCO SANTANDER CENTRAL HISPANO, S.A. " This Corporation was founded in the city bearing its name by public deed executed on the third of March 1856 before the Notary Public don Jos Dou Martnez, being _____________ dt 1465488
Preview Full Doc	2007	Commercial Promissory Note Commercial Promissory Note (16K) Doc #3109749: Click preview link for longer preview. COMMERCIAL PROMISSORY NOTE July 6, 2007 $42,430 FOR VALUE RECEIVED, Z YACHTS, INC. (the ï¿½Makerï¿½), at 638 Main Street, Lake Geneva, Wisconsin 53147, promises to pay to the order of Public Company Management Corporation (the ï¿½Holderï¿½), at 5770 El Camino Road, Las Vegas, Nevada 89118, or at such other place as the Holder may designate in writing, in lawful money of the United States of America, the principal sum of Forty-Two Thousand Four Hundred Thirty and 00/100 Dollars ($42,430.00). All capitalized terms used in this Note and not otherwise defined herein have the . . . 3109749	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks )
Preview Full Doc	2004	Common Agreement Common Agreement (463K) Doc #1647518: Click preview link for longer preview. COMMON AGREEMENT DATED AS OF FEBRUARY 26, 2004 among CONSTRUCTORA INTERNACIONAL DE INFRAESTRUCTURA, S.A. DE C.V., as Borrower, WESTLB AG, NEW YORK BRANCH, as Intercreditor Agent, THE LENDERS FROM TIME TO TIME PARTY HERETO WESTLB AG, NEW YORK BRANCH, as Facility Administrative Agent, CITIBANK, N.A., as Note Trustee, BANCO SANTANDER CENTRAL HISPANO, S.A., NEW . . . 1647518	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Common Agreement: BANCO SANTANDER CENTRAL HISPANO, S.A. – AG, NEW YORK BRANCH, as Intercreditor Agent, THE LENDERS FROM TIME TO TIME PARTY HERETO WESTLB AG, NEW YORK BRANCH, as Facility Administrative Agent, CITIBANK, N.A., as Note Trustee, BANCO SANTANDER CENTRAL HISPANO, S.A. , NEW YORK BRANCH, as Offshore Collateral Agent, BANCO SANTANDER MEXICANO, S.A., as Onshore Collateral Agent and THE OTHER CREDITORS AND CREDITOR REPRESENTATIVES FROM TIME TO TIME PARTY HERETO -------------------------------------------------------------------------------- & _____________ BANCO SANTANDER CENTRAL HISPANO, s.a. – laws of the United States of America, as note trustee (together with its successors and assigns in such capacity under the Note Indenture (as defined below), the "Note Trustee"); (vi) BANCO SANTANDER CENTRAL HISPANO, s.a. , new york branch, as offshore collateral agent (together with its successors and assigns in such capacity, the "Offshore Collateral Agent") for the Secured Parties; (vii) BANCO SANTANDER MEXICANO, S. _____________ Banco Santander Central Hispano, S.A. – credit of Mexico, (ii) with respect to Banamex, it remains an Affiliate of Citigroup Inc. and (iii) with respect to Banco Santander Mexicano, S.A., it remains an Affiliate of Banco Santander Central Hispano, S.A. "Account Collateral" has the meaning assigned thereto in the Depositary Agreement. "Accounts" means, collectively the Onshore Account and the Offshore Accounts. "Accumulated Value" means, from time to time, the _____________ Banco Santander Central Hispano, S.A. – Agreement. ARTICLE IX THE COLLATERAL AGENTS Section 9.01. Appointment and Duties of Collateral Agents. Each of the Secured Parties (other than the Offshore Collateral Agent) hereby designates and appoints Banco Santander Central Hispano, S.A. , New York Branch to act as the Offshore Collateral Agent 91 <PAGE> hereunder and under the other Financing Documents to which it is a party, and the _____________ Banco Santander Central Hispano, S.A. – to act as the Offshore Collateral Agent 91 <PAGE> hereunder and under the other Financing Documents to which it is a party, and the Secured Parties hereby authorize Banco Santander Central Hispano, S.A. , New York Branch, as the Offshore Collateral Agent, to take such actions on their behalf under the provisions of the applicable Financing Documents to which it is a party _____________ dt 1465508 ; Citibank Citibank, NA As referenced in this Common Agreement: CITIBANK, N.A. – DE C.V., as Borrower, WESTLB AG, NEW YORK BRANCH, as Intercreditor Agent, THE LENDERS FROM TIME TO TIME PARTY HERETO WESTLB AG, NEW YORK BRANCH, as Facility Administrative Agent, CITIBANK, N.A. , as Note Trustee, BANCO SANTANDER CENTRAL HISPANO, S.A., NEW YORK BRANCH, as Offshore Collateral Agent, BANCO SANTANDER MEXICANO, S.A., as Onshore Collateral Agent and THE OTHER CREDITORS _____________ CITIBANK, N.A. – collectively, the "Lenders"); (iv) WESTLB AG, NEW YORK BRANCH, as facility administrative agent (together with its successors and assigns in such capacity, the "Facility Administrative Agent") for the Lenders; (v) CITIBANK, N.A. , a national banking association under the laws of the United States of America, as note trustee (together with its successors and assigns in such capacity under the Note Indenture ( _____________ CITIBANK, N.A. – Americas New York, New York 10036 Attention: Jared Brenner Telephone: 1 (212) 852-6116 Telecopier: 1 (212) 852-6386 [Signature Page to Common Agreement] <PAGE> THE NOTE TRUSTEE: CITIBANK, N.A. , as Note Trustee By:___________________________________________ Name: Title: Address for Notices: Citibank, N.A. 111 Wall Street, 14th Floor New York, New York 10005 Attention: Citibank Agency & Trust Telephone: _____________ Citibank, N.A. – 6116 Telecopier: 1 (212) 852-6386 [Signature Page to Common Agreement] <PAGE> THE NOTE TRUSTEE: CITIBANK, N.A., as Note Trustee By:___________________________________________ Name: Title: Address for Notices: Citibank, N.A. 111 Wall Street, 14th Floor New York, New York 10005 Attention: Citibank Agency & Trust Telephone: 1 (212) 657 5252 Telecopier: 1 (212) 657 3862 [Signature Page to Common _____________ dt 1480198 ; Empresas ICA Empresas ICA Sociedad Controladora S.A. de C.V. ( Construction ) As referenced in this Common Agreement: Empresas ICA, Sociedad Controladora, – trade accounts payable or accrued liabilities, regardless of whether or not such obligations are required to be reflected in the financial statements of such Person under Applicable GAAP. "ICA" means Empresas ICA, Sociedad Controladora, S.A. de C.V., a sociedad anonima de capital variable organized under the laws of Mexico. "ICA Guarantee" means the Guarantee Agreement made by ICA in favor of _____________ Empresas ICA, Sociedad Controladora, – CONSTRUCTORA INTERNACIONAL DE INFRAESTRUCTURA, S.A. DE C.V., as the Borrower By:________________________________________________________ Name: Title: Address for Notices: Constructora Internacional de Infraestructura, S.A. de C.V. c/o Empresas ICA, Sociedad Controladora, S.A. de C.V. Mineria 145, Edificio D, 3 Piso 11800 Mexico, D.F., Mexico Attention: Dr. Jose Luis Guerrero A. Telephone: (5255) 5272-9991 ext. 2060 Telecopier: ( _____________ Empresas ICA Sociedad Controladora, – lt;CAPTION> SHAREHOLDER PARTICIPATION % ----------- --------------- <S> <C> Promotora e Inversora Adisa, S.A. de C.V. 99.999999937% Grupo ICA, S.A. de C.V. .00000004% Empresas ICA Sociedad Controladora, S.A. de C.V. .000000003% Asesoria Tecnica y Gestion Administrativa, S.A. de C.V. .00000002% --------- TOTAL 100% --------- </TABLE> EQUITY OWNERS OF PIADISA: <TABLE> & _____________ dt 1339699 ;	ICA ICA Corp ; Siemens Siemens AG As referenced in this Common Agreement: Siemens Aktiengesellschaft – lt;CAPTION> SHAREHOLDER PARTICIPATION % ----------- --------------- <S> <C> Open Joint Stock Company "AKB Rosbank" 69.15% Close Joint Stock Company "ABN AMRO 9.65% BANK A.O." Siemens Aktiengesellschaft 4.38% Close Joint Stock Company "DDK" 4.21% Commercial Bank "J. P. Morgan Bank International" (Limited) 2.52% Close Joint Stock Company "ING Bank (Eurasia)" 2.3224% Open _____________ dt 1537393 ; Citigroup Citigroup Inc. ( Money Center Banks ) As referenced in this Common Agreement: Citigroup Inc – one-hundred percent (100%) owned by the government of Mexico and benefits from the full faith and credit of Mexico, (ii) with respect to Banamex, it remains an Affiliate of Citigroup Inc . and (iii) with respect to Banco Santander Mexicano, S.A., it remains an Affiliate of Banco Santander Central Hispano, S.A. "Account Collateral" has the meaning assigned thereto in _____________ dt 1528097
Preview Full Doc	2002	Credit Agreement Credit Agreement (255K) Doc #293377: Click preview link for longer preview. CREDIT AGREEMENT relating to (i) a multicurrency revolving loan facility of EURO 250,000,000; and (ii) a 364 days facility of EURO 250,000,000 dated 24 September 2001 AON CORPORATION as GUARANTOR and AON FINANCE LIMITED AON FRANCE S.A. AON GROEP NEDERLAND B.V. AON HOLDINGS B.V. AON JAUCH & HUBENER HOLDINGS GmbH AS BORROWERS and THE LENDERS and CITIBANK INTERNATIONAL plc AS AGENT and SALOMON BROTHERS INTERNATIONAL LIMITED AS ARRANGER [LINKLATERS & ALLIANCE LOGO] LINKLATERS Ref: PHPS/RICH {Page} TABLE OF CONTENTS {Table} {Caption} CLAUSE PAGE {S} {C} 1 DEFINITIONS AND INTERPRETATION..........................................1 2 FACILITIES.............................................................13 3 PURPOSE................................................................15 4 CONDITIONS PRECEDENT...................................................15 5 REVOLVING CREDIT FACILITY AND 364 DAY FACILITY.........................15 6 ALTERNATIVE CURRENCIES.................................................17 7 INTEREST...............................................................18 8 REPAYMENT, PREPAYMENT, CANCELLATION AND EXTENSION......................21 9 CHANGES IN CIRCUMSTANCES...............................................23 10 PAYMENTS...............................................................26 11 GUARANTEE..............................................................30 12 REPRESENTATIONS AND WARRANTIES.........................................33 13 UNDERTAKINGS...........................................................38 14 FINANCIAL UNDERTAKINGS.................................................42 15 DEFAULT................................................................43 16 SET-OFF................................................................46 17 PRO RATA SHARING.......................................................46 18 THE ARRANGER, THE AGENT AND THE LENDERS................................47 19 FEES AND EXPENSES......................................................51 20 AMENDMENTS AND WAIVERS.................................................53 21 MISCELLANEOUS..........................................................55 22 NOTICES................................................................55 23 ASSIGNMENTS AND TRANSFERS..............................................57 {/Table} - i - {Page} {Table} {S} {C} 24 INDEMNITIES............................................................59 25 LAW AND JURISDICTION...................................................60 SCHEDULE 1 THE LENDERS........................................................62 SCHEDULE 2 CONDITIONS PRECEDENT...............................................63 SCHEDULE 3 DRAWDOWN NOTICE....................................................65 SCHEDULE 4 MANDATORY COST RATE................................................66 SCHEDULE 5 FORM OF TRANSFER CERTIFICATE.......................................68 SCHEDULE 6 FORM OF DEED OF ACCESSION..........................................71 {/Table} - ii - {Page} THIS AGREEMENT is made on 24 September 2001 BY: (1) AON CORPORATION, a company incorporated in the State of Delaware of 123 North Wacker Drive, Chicago, Illinois 60606, USA (the "GUARANTOR"); (2) AON FINANCE LIMITED, a company incorporated in England and Wales with registered number 000777539 ("AON UK"); (3) AON FRANCE S.A., a company incorporated in France with registered number 682019377 RCS NANTERRE ("AON FRANCE"); (4) AON GROEP NEDERLAND B.V., a company incorporated in The Netherlands with a corporate seat in Rotterdam ("AON GROEP"); (5) AON HOLDINGS B.V., a company incorporated in The Netherlands with a corporate seat in Rotterdam ("AON HOLDINGS"); (6) AON JAUCH & HUBENER HOLDINGS GmbH, a company incorporated in Germany with registered number 54969 ("AON DEUTSCHLAND"); (7) THE LENDERS listed in Schedule 1 (the "LENDERS"); (8) CITIBANK INTERNATIONAL PLC of 336 Strand, London, WC2R 1HB as the Agent (as that term is more particularly defined below); and (9) SALOMON BROTHERS INTERNATIONAL LIMITED of Citigroup Centre, 33 Canada Square, Canary Wharf, London E14 5LB as Arranger of the facilities made available hereunder (the "ARRANGER"). IT IS AGREED as follows: 1 DEFINITIONS AND INTERPRETATION 1.1 DEFINITIONS In this Agreement: "ACCOUNTS" means: (a) in relation to the Guarantor, its audited consolidated statements of income, stockholders' equity and cash flows; and (b) in relation to any other Obligor, its accounts which shall have been audited to the extent required by the law of the jurisdiction of incorporation of such Obligor. "ACT" means the Companies Act 1985. "ADVANCE" means a Revolving Advance or a 364 Day Advance. "AFFILIATE" means, in relation to a person, a Subsidiary or a holding company (as defined in Section 736 of the Act) of that person and any other Subsidiary of that holding company. "AGENT" means Citibank International plc in its capacity as agent and trustee for the Lenders and each successor Agent appointed under Clause 18.12 (REMOVAL AND RESIGNATION OF THE AGENT). "AGREED JURISDICTION" means England and Wales, France, The Netherlands and Germany. - 1 - {Page} "ALTERNATIVE CURRENCY" means Sterling, Dollars or any other currency (other than euros) which is freely convertible into euros, freely transferable and readily available in the London interbank market. "AVAILABLE REVOLVING CREDIT COMMITMENT" means, in relation to a Lender, its Revolving Credit Commitment less the Original Euro Amount of its Participations in the Revolving Advances. "AVAILABLE REVOLVING CREDIT FACILITY" means the aggregate of the Available Revolving Credit Commitments of the Lenders. "AVAILABLE 364 DAY FACILITY" means the aggregate of the Available 364 Day Commitments of the Lenders. "AVAILABLE 364 DAY COMMITMENT" means, in relation to a Lender, its 364 Day Commitment less the Original Euro Amount of its Participations in all 364 Day Advances. "BORROWERS" means AON UK, AON France, AON Groep, AON Holdings, AON Deutschland, and any other Group Company that becomes a party to this Agreement pursuant to Clause 2.4 (ADDITIONAL Borrowers) and "BORROWER" shall be construed accordingly. "BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which banks are open for general interbank business in London and: (a) in relation to a transaction involving an Alternative Currency, the principal financial centre of the country of that Alternative Currency; and (b) in relation to a transaction which relates to a payment or rate fixing in euros or other matter relating to euros means a day on which the Trans-European Automated Real-time Gross settlement Express Transfer System (TARGET) is operating. "CERTIFIED COPY" means, in relation to a document, a copy of that document bearing the endorsement, or a certificate attached to that document bearing the endorsement "Certified a true, complete and accurate copy of the original, which has not been amended [otherwise than by a document, a Certified Copy of which is attached hereto]", which has been signed and dated by a duly authorised officer of the relevant company and which complies with that endorsement. "CHANGE" means the introduction, implementation, repeal, withdrawal or change in, or in the interpretation or application of, (a) any law, regulation, practice or concession, or (b) any directive, requirement, request or guidance (whether or not having the force of law but if not having the force of law, one which applies generally to a class or category of financial institutions of which that Lender (or that company) forms part and compliance with which is in accordance with the general practice of those financial institutions) of the European Community, any central bank or any other fiscal, monetary, regulatory or other similar authority. "CHANGE OF CONTROL" means where a person (whether alone or together with any associated person or persons) becomes a beneficial owner of shares in the issued share capital of the Guarantor carrying the right to exercise more than 50 per cent. of the votes exercisable at a general meeting of the Guarantor (for the purposes of this definition, "ASSOCIATED PERSON" means, in relation to any person, a person who is (i) "ACTING IN CONCERT" (as defined in the City Code on Takeovers and Mergers) with that person or (ii) a - 2 - {Page} "CONNECTED PERSON" (as defined in Section 839 of the Income and Corporation Taxes Act 1988) of that person). "CODE" means the US Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time. "COMMITMENT" means, in relation to a Lender, the aggregate of its Revolving Credit Commitment and its 364 Day Commitment. "CONSOLIDATED INTEREST EXPENSE" means ,in relation to a Relevant Period, the consolidated net interest expense and any other finance charges of the Group (for the avoidance of doubt, this definition shall be construed so as to be consistent with US GAAP). "CONTROLLED GROUP" means all members of a controlled group of corporations and all trades of businesses (whether or not incorporated) under common control which, together with the Group Companies, are treated as a single employer under Section 414 of the Code and the regulations thereunder. "CROSS DEFAULT PROVISION" means a contractual right to demand or accelerate repayment of any Indebtedness of all or any of the Group Companies or to withdraw any commitment to provide finance to all or any of the Group Companies on the occurrence of any event which would entitle any other creditor or creditors of all or any of the Group Companies to demand or accelerate repayment of any Indebtedness of all or any of the Group Companies other than in respect of any mandatory prepayment triggered by a Change of Control or to withdraw any commitment to provide finance (other than where such right arises due to illegality or increased costs) to all or any of the Group Companies (whether or not such other creditor or creditors do so demand, accelerate or withdraw). "CSC" means Combined Specialty Corporation, the new subsidiary to be formed by the Guarantor for the purposes of the Demerger. "CSC GROUP" means CSC and each of CSC's Subsidiaries. "CSC SPIN-OFF" means the distribution of common stock in CSC as a tax-free dividend to the current holders of the Guarantor's common stock. "DANGEROUS MATERIALS" means any element or substance, whether consisting of gas, liquid, solid or vapour, identified by any Environmental Law to be, to have been, or to be capable of being or becoming, harmful to mankind or any living organism or damaging to the Environment. "DEBT RATING LEVEL" means the Guarantor's senior unsecured long term debt rating by S&P and/or Moody's. "DEED OF ACCESSION" means a deed substantially in the form set out in Schedule 6 (FORM OF DEED OF ACCESSION). "DEFAULT" means any event specified as such in Clause 15.1 (DEFAULT). "DEFAULT NOTICE" has the meaning given to that term in Clause 15.2 (ACCELERATION). "DEMERGER" means the demerging of the general insurance underwriting business of the Guarantor to form the CSC Group to be effected on the basis set out in the public documents to be issued to the holders of the Guarantor's common stock, including (1) the CSC Spin-Off and (2) the Facilitating Transactions. - 3 - {Page} "DOLLARS" and "$" mean the lawful currency for the time being of US. "DORMANT SUBSIDIARY" means, on any given date, a Group Company (a) which has been dormant within the meaning of section 250(3) of the Act for the period of 12 months ending on that date and (b) the value of whose assets do not exceed in aggregate L5,000 (or an equivalent amount in any relevant currency). "DRAWDOWN DATE" means the date on which an Advance is made, or is proposed to be made. "DRAWDOWN NOTICE" means a notice substantially in the form set out in Schedule 3. "EBITDA" means, in relation to a Relevant Period, the consolidated net profit of the Group before interest expenses and tax plus any amounts provided for depreciation and amortisation. "ENCUMBRANCE" means any mortgage, charge, assignment by way of security, pledge, hypothecation, lien, right of set-off, retention of title provision, trust or flawed asset arrangement (for the purpose of, or which has the effect of, granting security) or any other security interest of any kind whatsoever. "ENVIRONMENT" means all or any of the following media: air (including air within buildings or other structures and whether above or below ground); land (including buildings and any other structures or erections in, on or under it and any soil and anything below the surface of land); land covered with water; and water (including sea, ground and surface water). "ENVIRONMENTAL LAW" means any statutory or common law, treaty, convention, directive or regulation having legal or judicial effect whether of a criminal or civil nature, concerning: (a) pollution or contamination of the Environment; (b) harm, whether actual or potential, to mankind and human senses, living organisms and ecological systems; (c) the generation, manufacture, processing, distribution, use (including abuse), treatment, storage, disposal, transport or handling of Dangerous Materials; or (d) the emission, leak, release or discharge into the Environment of noise, vibration, dust, fumes, gas, odours, smoke, steam, effluvia, heat, light, radiation (of any kind), infection, electricity or any Dangerous Material and any matter or thing capable of constituting a nuisance or an actionable tort of any kind in respect of such matters. "ERISA" means the US Employee Retirement Income Security Act of 1974, as amended from time to time. "EURO", "EUROS" or "EURO" means the single currency of Participating Member States. "EURO EQUIVALENT" means, in relation to an amount in an Alternative Currency on the day on which the calculation falls to be made, the amount of euros which could be purchased with that amount of the Alternative Currency using the Agent's spot rate of exchange for the purchase in the London foreign exchange market of euros with the Alternative Currency at or about 11.00 a.m. on the second Business Day before that date. "EURIBOR" means, in relation to any Advance or other sum in euros and in respect of a particular Interest Period: - 4 - {Page} (a) the rate of the offered quotation for deposits in euros for a period comparable to that Interest Period determined by the Banking Federation of the European Union and as displayed on the appropriate page of the Telerate Service (or such other page or service as may replace it for the purpose of displaying offered rates of prime banks for deposits in euros) at or about 11.00 a.m. Brussels time on the second Business Day before the first day of that Interest Period; or (b) if no such offered quotation appears on the Telerate Service, the arithmetic mean (rounded upwards to 4 decimal places) of the rates per annum (as quoted to the Agent at its request) at which each Reference Bank was offering deposits in euros in an amount comparable with that Advance or other sum, as the case may be, to leading banks in the European interbank market for a period equal to that Interest Period at or about 11.00 a.m. Brussels time on the second Business Day before the first day of that Interest Period. "FACILITATING TRANSACTIONS" means all transactions to be entered into in connection with or for the purposes of the proposed internal restructuring of Group Companies in preparation for the CSC Spin-Off. "FACILITIES" means the Revolving Credit Facility and the 364 Day Facility; and "FACILITY" shall be construed accordingly. "FACILITY PERIOD" means the period starting on the date of this Agreement and ending on the date on which all the obligations and liabilities of the Obligors under the Financing Documents are discharged in full and the Agent and the Lenders have no continuing obligations in relation to the Facilities. "FEE LETTER" means the letter dated 10 August 2001 from the Agent to the Guarantor relating to certain fees payable to the Agent and the Arranger by the Guarantor in relation to this Agreement, being described on its face as the "FEE LETTER". "FINAL REPAYMENT DATE" means: (a) in relation to the Revolving Credit Facility, the fifth anniversary of the date of this Agreement; (b) subject to Clause 8.5 (CANCELLATION), in relation to the 364 Day Facility (other than Term Advances), the date falling 364 days from the date of this Agreement; and (c) in relation to each Term Advance the first anniversary of the Drawdown Date of the relevant Term Advance. "FINANCIAL YEAR" means the twelve month accounting period of the Guarantor in respect of which it prepares Accounts. "FINANCING DOCUMENTS" means this Agreement and the Fee Letter and any other document designated as such by the Agent and the Guarantor. "GAAP" means, in relation to a company, accounting principles, concepts, bases and policies generally adopted and accepted in the jurisdiction of its incorporation. "GROUP" means the Guarantor and each of its Subsidiaries for the time being; and "GROUP COMPANY" means any one of them. "GUARANTEED PARTIES" means all and each of the Lenders, the Agent and the Arranger. - 5 - {Page} "INDEBTEDNESS" means, in relation to a person, its obligation (whether present or future, actual or contingent, as principal or surety) for the payment or repayment of money (whether in respect of interest, principal or otherwise) incurred in respect of, but without double counting: (a) moneys borrowed; (b) any amount raised by acceptance under any acceptance credit facility; (c) any bond, note, loan stock, debenture or similar instrument; (d) any, bill discounting, note purchase, factoring or documentary credit facility; (e) any hire purchase agreement, conditional sale agreement or lease, which would be treated as a capital or finance lease in accordance with GAAP; (f) any guarantee, bond, stand-by letter of credit or other similar instrument issued in connection with the performance of contracts; (g) any interest rate or currency swap agreement or any other hedging or derivatives instrument or agreement which for the purpose of Clause 15.1.7 (CROSS DEFAULT) only shall be the net amount in respect of the same; (h) any arrangement entered into primarily as a method of raising finance pursuant to which any asset sold or otherwise disposed of by that person is or may be leased to or re-acquired by a Group Company (whether following the exercise of an option or otherwise); or (i) any guarantee, indemnity or similar insurance against financial loss given in respect of the obligation of any person falling within paragraphs (a) to (g) above inclusive, but shall not include moneys which are for the time being owing by any Group Company to any other Group Company. "INFORMATION MEMORANDUM" means the information memorandum dated 14 August 2001 and prepared by the Guarantor in connection with this Agreement. "INTEREST PERIOD" means each period determined in accordance with Clause 7 (INTEREST) for the purpose of calculating interest on Advances or overdue amounts. "LENDER TRANSFEREE" has the meaning given to that term in Clause 23.4.2. "LENDERS" means the banks and financial institutions listed in Schedule 1 (THE LENDERS) their respective successors in title and any Lender Transferee. "LENDING OFFICE" means the office or offices notified by a Lender to the Agent on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days' written notice) at the office or offices through which that Lender's Commitment is maintained and through which its Participation is made and maintained under this Agreement. "LEVEL 1" means a Debt Rating Level of "AA-" or better by S&P or "Aa3" or better by Moody's. "LEVEL 2" means a Debt Rating Level of "A-" or better by S&P or "A3" or better by Moody's but excluding any rating which falls within Level 1. - 6 - {Page} "LEVEL 3" means a Debt Rating Level of less than "A-" by S&P or less than "A3" by Moody's. "LIBOR" means, in respect of an Advance or other sum in a particular currency and in respect of a particular Interest Period: (a) the rate of the offered quotation for deposits in that currency for a period comparable to that Interest Period which appears on the display designated as "Page 3750" or "Page 3740", as appropriate, on the Telerate Service (or such other page or service as may replace it for the purpose of displaying London interbank offered rates of prime banks for deposits in that currency) at or about 11.00 a.m. on the second Business Day before the first day of that Interest Period (or if that currency is Sterling, at or about 11.00 a.m. on the Drawdown Date); (b) if no such offered quotation appears on "Page 3750" or "Page 3740", as appropriate, on the Telerate Service, the arithmetic mean (rounded upwards to 4 decimal places) of the rates per annum (as quoted to the Agent at its request) at which each Reference Bank was offering deposits in that currency in an amount comparable with that Advance or other sum, as the case may be, to leading banks in the London interbank market for a period equal to that Interest Period at or about 11.00 a.m. on the second Business Day before the first day of that Interest Period (or if that currency is Sterling, at or about 11.00 a.m. on the Drawdown Date). "LONDON BUSINESS DAY" means a day (other than a Saturday or Sunday) on which banks are open for general interbank business in London. "MAJORITY LENDERS" means a group of Lenders whose Commitments comprise at least 66 2/3 per cent. of the Total Commitments (taking no account, for the purposes of this definition, of the last sentence in Clause 15.2 (ACCELERATION)). "MANDATORY COST RATE" means, in relation to a Lender, the rate determined in accordance with Schedule 4 (MANDATORY COST RATE) and expressed as a rate per cent. per annum. "MARGIN" means the relevant percentage amount per annum as determined by the provisions set out in Clause 7.2 (MARGIN). "MARGIN STOCK" has the meaning assigned to that term under Regulation U. "MATERIAL ADVERSE EFFECT" means a material adverse effect on: (a) the ability of the Guarantor to comply with its obligations under any Financing Document; or (b) the business, assets, condition (financial or otherwise), performance, results of operations, or prospects of the Post-Demerger Group or, if the Guarantor has confirmed or it has notified the holders of Aon common stock or the US Securities and Exchange Commission that the Demerger is not to take place, the Group taken as a whole; or (c) the validity or enforceability of the Financing Documents or the rights or remedies of the Agent or the Lenders thereunder. "MOODY'S" means Moody's Investor Services, Inc., or any successor thereto. "MULTIEMPLOYER PLAN" means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Guarantor or any member of the - 7 - {Page} Controlled Group is a party to which more than one employer is obligated to make contributions. "NET WORTH" means at any date the consolidated stockholders' equity of the Guarantor and its consolidated Subsidiaries and which shall not include any gains or losses attributed to any foreign exchange transactions entered into by any Group Company (for the avoidance of doubt this definition shall be construed so as to be consistent with US GAAP). "OBLIGORS" means all and each of the Guarantor and the Borrowers. "ORIGINAL EURO AMOUNT" means: (a) in relation to an Advance, or a Participation in an Advance, denominated in euros, the amount of that Advance or that Participation, as the case may be; and (b) in relation to an Advance, or a Participation in an Advance, denominated in an Alternative Currency, the Euro Equivalent of the amount of that Advance or that Participation, as the case may be, calculated as at the Drawdown Date of that Advance, provided that if all or part of that Advance is not made or is repaid or prepaid, the "Original Euro Amount" of that Advance and of the Participations of the Lenders in that Advance shall be correspondingly reduced. "PARTICIPATING MEMBER STATE" means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to European Monetary Union. "PARTICIPATION" means, in relation to a Lender and an Advance, the part of that Advance made available or to be made available by that Lender and thereafter the part of that Advance owing to that Lender from time to time. "PARTY" means a party to this Agreement. "PBGC" means the Pension Benefit Guaranty Corporation or any successor thereto. "PERMITTED ENCUMBRANCE" means: (a) any Encumbrance subsisting under or in connection with this Agreement; (b) any right of set-off arising by operation of law or in the ordinary course of trading; (c) any retention of title to goods supplied to a Group Company in the ordinary course of its trading activities; (d) Encumbrances for taxes, assessments or governmental charges or levies on the assets of a Group Company if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP have been made; (e) any lien arising by operation of law in the ordinary course of trading in respect of any obligation which is less than 60 days overdue or which is being contested in good faith and by appropriate means and for which adequate reserves have been made; - 8 - {Page} (f) Encumbrances arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (g) utility easements, building restrictions and such other Encumbrances or charges against real property as are of a nature generally existing with respect to properties of similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Group Companies; (h) Encumbrances created by a Group Company over deposits and investments in the ordinary course of such Group Company's insurance and reinsurance trade to comply with the requirements of any regulatory body of insurance or insurance broking business; (i) Encumbrances over and limited to the balance of credit balances on bank accounts of Group Companies created in order to facilitate the operation of such bank accounts and other bank accounts of such Group Companies on a net balance basis with credit balances and debit balances on the various accounts being netted off for interest purposes; and (j) Encumbrances not otherwise permitted pursuant to paragraphs (a) to (h) above inclusive over assets having an aggregate value, and securing Indebtedness in an aggregate amount, not exceeding an amount equal to 10 per cent. of the Net Worth of the Guarantor (as shown in the Guarantor's most recent Accounts). "PLAN" means an employee pension benefit plan, as defined in Section 3(2) of ERISA, as to which the Guarantor or any member of the Controlled Group may have any liability. "POST DEMERGER GROUP" means the Guarantor and each of its Subsidiaries but excluding any member of the CSC Group; "POTENTIAL DEFAULT" means an event or omission which, with the giving of any notice, the lapse of time or the satisfaction of any other condition in each case under Clause 15.1 (DEFAULT), would be a Default. "QUALIFYING LENDER" means an institution which is a bank for the purposes of section 840 A of the Income and Corporation Taxes Act 1988. "QUARTER DATE" means each 31 March, 30 June, 30 September and 31 December. "REFERENCE BANKS" means the principal London offices of Citibank, N.A., The Royal Bank of Scotland plc and Lloyds TSB Bank plc or such other bank or banks as may be agreed between the Agent (acting on the instructions of the Majority Lenders) and the Guarantor. "REGULATION "U" or "X" means, respectively, Regulation U or X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of the Board of Governors relating to, as the case may be, (i) reserve requirements applicable to depository institutions or (ii) the extension of credit by persons other than banks, brokers and dealers or, by securities brokers and dealers or by banks or, as the case may be, by specified lenders, in each case for the purpose of purchasing or carrying margin stocks applicable to such persons. "REPORTABLE EVENT" means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; provided that a - 9 - {Page} failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code. "RELEVANT PERIOD" means: (a) each financial year of the Guarantor; and (b) each period beginning on the first day of the second half of a financial year of the Guarantor and ending on the last day of the first half of its next financial year. "RESERVATIONS" means the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the limitation of enforcement by-laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors, the time barring of claims under the Limitation Act 1980, the possibility that an undertaking to assume liability for or to indemnify against non-payment of United Kingdom stamp duty may be void, defences of set off or counterclaim and similar principles or any analogous general principles of law under the laws of any other jurisdictions in which relevant obligations have to be performed. "REVOLVING ADVANCE" means an advance made or to be made to a Borrower under the Revolving Credit Facility or, as the case may be, the outstanding principal amount of any such advance. "REVOLVING CREDIT COMMITMENT" means, in relation to a Lender, the principal amount described as such set opposite its name in Schedule 1 (THE LENDERS) or set out under the heading "Amount of Commitment Transferred" in the schedule to any relevant Transfer Certificate, in each case as reduced or cancelled in accordance with this Agreement. "REVOLVING CREDIT COMMITMENT PERIOD" means the period starting on the date of this Agreement and ending on the date falling 1 month before the Final Repayment Date in relation to the Revolving Credit Facility. "REVOLVING CREDIT FACILITY" means the multicurrency revolving loan facility referred to in Clause 2.1.1(a). "REVOLVING CREDIT FACILITY LIMIT" means, subject to Clause 8.5 (CANCELLATION), EURO 250,000,000. "S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, or any successor thereto. "SINGLE EMPLOYER PLAN" means a Plan subject to Title IV of ERISA maintained by the Guarantor or any member of the Controlled Group for employees of the Guarantor or any member of the Controlled Group, other than a Multiemployer Plan. "STERLING" and "L" means the lawful currency for the time being of the United Kingdom. "SUBSIDIARY" means a subsidiary within the meaning of section 736 of the Act. "SUBSTANTIAL PORTION" assets which (a) represent more than 10 per cent. of the consolidated assets of the Group, as shown in the most recent quarterly consolidated management accounts of the Guarantor delivered to the Agent pursuant to Clause 13.1.2 (MANAGEMENT ACCOUNTS) preceding the date on which such determination is made, or (b) - 10 - {Page} are responsible for more than 10 per cent. of the consolidated net sales or of the net income of the Group for the 12 month period ending on the Quarter Date immediately preceding the date of determination as shown by the relevant quarterly consolidated management accounts delivered to the Agent pursuant to Clause 13.1.2 (MANAGEMENT ACCOUNTS). "TAXES" includes all present and future taxes, charges, imposts, duties, levies, deductions, withholdings or fees of any kind whatsoever, or any amount payable on account of or as security for any of the foregoing, by whomsoever on whomsoever and wherever imposed, levied, collected, withheld or assessed, together with any penalties, additions, fines, surcharges or interest relating thereto; and "TAX" and "TAXATION" shall be construed accordingly. "TERM ADVANCE" means an advance made or to be made to a Borrower under the 364 Day Facility which is to be repaid on the first anniversary of the Drawdown Date of such advance or, as the case may be, the outstanding principal amount of any such advance. "TRANSITIONAL SERVICES" means the services to be provided by the Post-Demerger Group to the CSC Group, including but not limited to human resource administration services, IT and telecommunications support and services, payroll, salary and employee benefits services, tax, audit and accounting services, legal services, treasury services (cash investment, foreign exchange, derivatives and hedging), intellectual property licensing, premium financing services, claims administration services and benefits/brokerage consultancy and risk management services. "364 DAY ADVANCE" means an advance made or to be made to a Borrower under the 364 Day Facility (which, for the avoidance of doubt, includes a Term Advance) or, as the case may be, the outstanding principal amount of any such advance. "364 DAY COMMITMENT" means, in relation to a Lender, the principal amount described as such set opposite its name in Schedule 1 (THE LENDERS) or set out under the heading "Amount of Commitment Transferred" in the schedule to any relevant Transfer Certificate, in each case as reduced or cancelled in accordance with this Agreement. "364 DAY COMMITMENT PERIOD" means the period starting on the date of this Agreement and ending on the date falling 364 days after the date of this Agreement. "364 DAY FACILITY" means the 364 day facility referred to in Clause 2.1.1(ii). "364 DAY FACILITY LIMIT" means, subject to Clause 8.5 (CANCELLATION), EURO 250,000,000. "TERMINATION EVENT" means, with respect to a plan which is subject to Title IV of ERISA, (a) a Reportable Event, (b) the withdrawal of the Guarantor or any other member of the Controlled Group from such Plan during a plan year in which the Guarantor or any other member of the Controlled Group was a "substantial employer" as defined in Section 4001(a)(2) of ERISA or was deemed such under Section 4062(e) of ERISA, (c) the termination of such Plan, the filing of a notice of intent to terminate such Plan or the treatment of an amendment of such Plan as a termination under Section 4041 of ERISA, (d) the institution by the PBGC of proceedings to terminate such Plan or (e) any event or condition which might constitute grounds under Section 4042 or ERISA for the termination of or appointment of a trustee to administer, such Plan. "TOTAL COMMITMENTS" means the aggregate of the Commitments of the Lenders. - 11 - {Page} "TOTAL REVOLVING CREDIT COMMITMENTS" means the aggregate of the Lenders' Revolving Credit Commitments. "TOTAL 364 DAY COMMITMENTS" means the aggregate of the Lenders' 364 Day Commitments. "TRANSFER CERTIFICATE" means a document substantially in the form set out in Schedule 5 (FORM OF TRANSFER CERTIFICATE). "UNFUNDED LIABILITY" means the amount (if any) by which the present value of all vested and unvested accrued benefits under a Single Employer Plan exceeds the fair market value of assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans using PBGC actuarial assumptions for single employer plan terminations. "UK BORROWER" means a Borrower within the charge to UK corporation tax. "US" means the United States of America. "US LOAN AGREEMENT NUMBER 1" means the credit agreement dated 14 January 1997 as amended on 10 October 1997 among the Guarantor, certain lenders, certain co-agents and The First National Lender of Chicago as agent. "US LOAN AGREEMENT NUMBER 2" means the $600,000,000 revolving credit agreement dated 8 October 1998 as amended and restated on 15 September 2000 among the Guarantor, certain lenders and the First National Bank of Chicago as arranger. "VAT" means value added tax as provided for in the Value Added Tax Act 1994 and legislation (or purported legislation and whether delegated or otherwise) supplemental to that Act or in any primary or secondary legislation promulgated by the European Community or any official body or agency of the European Community, and any tax similar or equivalent to value added tax imposed by any country other than the United Kingdom and any similar or turnover Tax replacing or introduced in addition to any of the same. "WHOLLY OWNED SUBSIDIARY" means a directly or indirectly wholly-owned subsidiary within the meaning of Section 736 of the Act. 1.2 HEADINGS The headings in this Agreement are for convenience only and shall be ignored in construing this Agreement. 1.3 INTERPRETATION In this Agreement (unless otherwise provided): 1.3.1 words importing the singular shall include the plural and vice versa; 1.3.2 references to Clauses and Schedules are to be construed as references to the clauses of, and schedules to, this Agreement; 1.3.3 references to any Financing Document or any other document shall be construed as references to that Financing Document or that other document, as amended, varied, novated or supplemented, as the case may be; 1.3.4 references to any statute or statutory provision include any statute or statutory provision which amends, extends, consolidates or replaces the same, or which has - 12 - {Page} been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute; 1.3.5 references to a document being "IN THE AGREED FORM" means that document the form and content of which has been approved by the Agent and the Guarantor and which has endorsed on it the words "IN THE AGREED FORM" and which is initialled by or on behalf of the Agent and the Guarantor; 1.3.6 references to "ASSETS" shall include revenues and the right to revenues and property and rights of every kind, present, future and contingent and whether tangible or intangible (including uncalled share capital); 1.3.7 the words "INCLUDING" and "IN PARTICULAR" shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any foregoing words; 1.3.8 the words "OTHER" and "OTHERWISE" shall not be construed EJUSDEM GENERIS with any foregoing words where a wider construction is possible; 1.3.9 references to a "PERSON" shall be construed so as to include that person's assigns, transferees or successors in title and shall be construed as including references to an individual, firm, partnership, joint venture, company, corporation, unincorporated body of persons or any state or any agency of a state; 1.3.10 where there is a reference in this Agreement to any amount, limit or threshold specified in euro, in ascertaining whether or not that amount, limit or threshold has been attained, broken or achieved, as the case may be, a non-euro amount shall be counted on the basis of the Euro Equivalent at that time; 1.3.11 references to liability or liabilities are to be construed to include all liabilities and obligations whether actual, contingent, present or future and whether incurred solely or jointly; and 1.3.12 references to time are to London time. 1.4 THIRD PARTY RIGHTS 1.4.1 Unless expressly provided to the contrary in a Financing Document, a person who is not a party to a Financing Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999. 1.4.2 Notwithstanding any terms of any Financing Document, the consent of any third party is not required for any variation (including any release or compromise of any liability) under or termination of that Financing Document. 2 FACILITIES 2.1 FACILITIES 2.1.1 Subject to the terms of this Agreement, the Lenders agree to make available to the Borrowers: (i) a multicurrency revolving credit facility in the maximum principal amount of EURO 250,000,000; and - 13 - {Page} (ii) a multicurrency revolving 364 day facility in the maximum principal amount of EURO 250,000,000 with an option to draw Term Advances. 2.1.2 Subject to Clause 8.2 (MANDATORY PREPAYMENT ON CHANGE OF CONTROL) but notwithstanding any other term of this Agreement: (i) the Original Euro Amounts of all Revolving Advances shall not at any time exceed the Total Revolving Credit Commitments; and (ii) the Original Euro Amounts of all 364 Day Advances shall not at any time exceed the Total 364 Day Commitments. 2.2 OBLIGATIONS SEVERAL 2.2.1 The obligations of the Arranger, Agent and each Lender under this Agreement are several. 2.2.2 The failure of the Arranger, Agent or a Lender to carry out its obligations under this Agreement shall not relieve any other Party of any of its obligations under this Agreement. 2.2.3 None of the Lenders, the Arranger nor the Agent shall be responsible for the obligations of any other Party under this Agreement. 2.2.4 The obligations of each Borrower under this Agreement are several. 2.2.5 The failure of any Borrower to carry out its obligations under this Agreement shall not relieve any other Borrower of any of its obligations under this Agreement. 2.2.6 None of the Borrowers shall be responsible for the obligations of any other Borrower under this Agreement. 2.3 RIGHTS SEVERAL 2.3.1 The rights of each Lender, the Arranger and the Agent and each Obligor under this Agreement are several. All amounts due, and obligations owed, to each of them are separate and independent debts or, as the case may be, obligations. 2.3.2 Each Lender, the Arranger and the Agent may, except as otherwise stated in this Agreement, separately enforce its rights under this Agreement. 2.4 ADDITIONAL BORROWERS 2.4.1 The Guarantor may, on giving notice to the Agent, nominate one of its Wholly-Owned Subsidiaries as an additional Borrower which is either: (i) incorporated in an Agreed Jurisdiction; or (ii) with the Agent's prior consent (acting on the instructions of all of the Lenders) which is incorporated outside an Agreed Jurisdiction. 2.4.2 A Group Company wishing to become an additional Borrower shall execute and deliver a Deed of Accession to the Agent together with all the documents referred to in the schedule to that Deed of Accession, each in form and substance satisfactory to the Agent. On receiving such documents, the Agent shall execute the relevant Deed of Accession. - 14 - {Page} 2.4.3 A Group Company shall accede to this Agreement as a Borrower on the Agent counter-signing the relevant Deed of Accession. 2.4.4 Each Party authorises the Agent to execute on its behalf a Deed of Accession delivered to the Agent in accordance with the terms of this Clause 2.4. 3 PURPOSE 3.1 PURPOSE Each Borrower shall use the proceeds of all Advances for its general corporate purposes or refinancing of existing Indebtedness. 3.2 NO MONITORING Neither the Agent, the Arranger nor any Lender shall be obliged to investigate or monitor the use or application of the proceeds of the Advances. 4 CONDITIONS PRECEDENT Notwithstanding any other provision of this Agreement, none of the Agent and the Lenders shall be under any obligation to make the Facilities available to the Borrowers unless the Agent has notified the Guarantor and the Lenders that it has received all the documents listed in Schedule 2 (CONDITIONS PRECEDENT) (in form and content satisfactory to the Agent), which it shall do promptly on receipt of such satisfactory documentation. 5 REVOLVING CREDIT FACILITY AND 364 DAY FACILITY 5.1 UTILISATION OF REVOLVING CREDIT FACILITY AND 364 DAY FACILITY 5.1.1 Subject to the other terms of this Agreement, Revolving Advances shall be made to any Borrower at any time during the Revolving Credit Commitment Period when requested by that Borrower by means of a Drawdown Notice in accordance with this Clause 5. At the close of business on the last day of the Revolving Credit Commitment Period, the Revolving Credit Facility shall cease to be available for utilisation. 5.1.2 Subject to the terms of this Agreement, 364 Day Advances (including, for the avoidance of doubt, Term Advances) shall be made to any Borrower at any time during the 364 Day Commitment Period when requested by that Borrower by means of a Drawdown Notice in accordance with this Clause 5.1 At the close of business on the last day of the 364 Day Commitment Period, subject to Clause 8.6 (EXTENSIONS TO 364 DAY COMMITMENT PERIOD), the 364 Day Facility shall cease to be available for utilisation. 5.2 LIMITATIONS ON ADVANCES The following limitations apply to Advances: 5.2.1 the Drawdown Date of a Revolving Advance or a 364 Day Advance shall be a Business Day falling before the end of the Revolving Credit Commitment Period or the 364 Day Commitment Period, as the case may be; 5.2.2 the principal amount of an Advance denominated in euros shall be: - 15 - {Page} (i) a minimum amount of EURO 10,000,000 and an integral multiple of EURO 1,000,000; or (ii) the amount of the Available Revolving Credit Facility or the Available 364 Day Facility, as the case may be; 5.2.3 the principal amount of an Advance denominated in an Alternative Currency shall be: (i) in an Original Euro Amount of at least EURO 10,000,000 (and integral multiples of EURO 1,000,000) and a round amount in that currency as the Agent and the relevant Borrower may agree; or (ii) in an Original Euro Amount equal to the Available Revolving Credit Facility or the Available 364 Day Facility, as the case may be; 5.2.4 no Revolving Advance shall be made if the making of that Revolving Advance would result in the Original Euro Amount of all Revolving Advances exceeding the Revolving Credit Facility Limit; 5.2.5 no 364 Day Advance shall be made if the making of that 364 Day Advance would result in the Original Euro Amount of all 364 Day Advances exceeding the 364 Day Facility Limit; 5.2.6 no more than 12 Advances may be outstanding at any one time; and 5.2.7 in the case of an Advance denominated in an Alternative Currency, the requirements of Clause 6 (ALTERNATIVE CURRENCIES) are met. 5.3 CONDITIONS TO EACH ADVANCE 5.3.1 Subject to Clause 5.3.2, the obligation of each Lender to make available its Participation in an Advance is subject to the conditions that on the date on which the relevant Drawdown Notice is given and on the Drawdown Date: (i) the representations and warranties in Clause 12 (REPRESENTATIONS AND WARRANTIES) to be repeated on those dates are correct and will be correct immediately after the Advance is made; and (ii) no Default or Potential Default has occurred and is continuing or would occur on the making of the Advance. 5.3.2 In respect of an Advance to be made for the sole purpose of repaying an outstanding Advance in a matching amount, the Advance shall be made, notwithstanding the occurrence and continuation of a Default or a Potential Default or any of the representations and warranties to be repeated not being correct, unless the Agent shall have served a Default Notice. 5.4 DRAWDOWN NOTICE 5.4.1 Whenever a Borrower wishes to draw down an Advance, it shall give a duly completed Drawdown Notice to the Agent to be received not later than 12.00 noon on the third Business Day before the Drawdown Date (or in the case of an Advance to be denominated in Sterling, not later than 12.00 noon on the first Business Day before the Drawdown Date). - 16 - {Page} 5.4.2 A Drawdown Notice for an Advance to be denominated in euros may only be given on a London Business Day. 5.4.3 A Drawdown Notice shall be irrevocable and the relevant Borrower shall be obliged to borrow in accordance with its terms. 5.5 NOTIFICATION TO LENDERS The Agent shall promptly notify each Lender of the details of each Drawdown Notice received by it and the Original Euro Amount of the relevant requested Advance. 5.6 PARTICIPATIONS 5.6.1 Subject to the terms of this Agreement, each Lender acting through its Lending Office shall make available to the Agent on the Drawdown Date for an Advance an amount equal to its Participation in the amount and currency specified in the Drawdown Notice for that Advance. 5.6.2 For the purposes of Clause 5.6.1: (i) the Participation of a Lender in a Revolving Advance shall be the proportion of that Revolving Advance equal to the proportion borne by that Lender's Available Revolving Credit Commitment to the Available Revolving Credit Facility on the Drawdown Date of that Revolving Advance; and (ii) the Participation of a Lender in a 364 Day Advance shall be the proportion of that 364 Day Advance equal to the proportion borne by that Lender's Available 364 Day Commitment to the Available 364 Day Facility on the Drawdown Date of that 364 Day Advance. 6 ALTERNATIVE CURRENCIES 6.1 REQUESTS FOR ALTERNATIVE CURRENCY A Borrower may request in a Drawdown Notice that an Advance be denominated in an Alternative Currency. 6.2 NO ALTERNATIVE CURRENCY If, no later than 10.00 a.m. on the second Business Day before, or in the case of an Advance to be denominated in Sterling no later than 10 a.m. on, the first day of an Interest Period in relation to an Advance which is proposed to be denominated in an Alternative Currency (other than, prior to the Commencement Date, Dollars), a Lender notifies the Agent that: 6.2.1 for whatever reason it is impracticable for that Lender to fund 293377	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Credit Agreement: Banco Santander Central Hispano S.A. – S} {C} {C} Citibank NA 21,750,000 21,750,000 The Royal Bank of Scotland plc 21,750,000 21,750,000 Banco Santander Central Hispano S.A. 18,500,000 18,500,000 Bank of New York 18,500,000 18,500,000 Barclays Bank plc 18,500,000 _____________ BANCO SANTANDER CENTRAL HISPANO S.A. – MCMILLAN for and on behalf of THE ROYAL BANK OF SCOTLAND PLC SIGNED by DOUGLAS URQUHART STEVEN WAHNON for and on behalf of BANCO SANTANDER CENTRAL HISPANO S.A. SIGNED by DAVID ZELL for and on behalf of BANK OF NEW YORK - 76 - {Page} SIGNED by PAUL JOHNSON for and on _____________ dt 238192 ; Aon Aon Corp. ( Insurance ) ; Citibank Citibank, NA As referenced in this Credit Agreement: Citibank, N.A. – Act 1988. "QUARTER DATE" means each 31 March, 30 June, 30 September and 31 December. "REFERENCE BANKS" means the principal London offices of Citibank, N.A. , The Royal Bank of Scotland plc and Lloyds TSB Bank plc or such other bank or banks as may be agreed between _____________ Citibank NA – set out above. - 61 - {Page} SCHEDULE 1 THE LENDERS {Table} {Caption} LENDER REVOLVING CREDIT 364 DAY COMMITMENT COMMITMENT (EURO) (EURO) {S} {C} {C} Citibank NA 21,750,000 21,750,000 The Royal Bank of Scotland plc 21,750,000 21,750,000 Banco Santander Central Hispano _____________ CITIBANK NA – by DAVID ZELL for and on behalf of SALOMON BROTHERS INTERNATIONAL LIMITED THE LENDERS SIGNED by DAVID ZELL for and on behalf of CITIBANK NA SIGNED by ANDREW MCMILLAN for and on behalf of THE ROYAL BANK OF SCOTLAND PLC SIGNED by DOUGLAS URQUHART STEVEN WAHNON for _____________ dt 248935 ;	Royal Bank Royal Bank of Scotland plc As referenced in this Credit Agreement: Royal Bank of Scotland plc – means each 31 March, 30 June, 30 September and 31 December. "REFERENCE BANKS" means the principal London offices of Citibank, N.A., The Royal Bank of Scotland plc and Lloyds TSB Bank plc or such other bank or banks as may be agreed between the Agent (acting on the instructions of _____________ Royal Bank of Scotland plc – Table} {Caption} LENDER REVOLVING CREDIT 364 DAY COMMITMENT COMMITMENT (EURO) (EURO) {S} {C} {C} Citibank NA 21,750,000 21,750,000 The Royal Bank of Scotland plc 21,750,000 21,750,000 Banco Santander Central Hispano S.A. 18,500,000 18,500,000 Bank of New York _____________ ROYAL BANK OF SCOTLAND PLC – THE LENDERS SIGNED by DAVID ZELL for and on behalf of CITIBANK NA SIGNED by ANDREW MCMILLAN for and on behalf of THE ROYAL BANK OF SCOTLAND PLC SIGNED by DOUGLAS URQUHART STEVEN WAHNON for and on behalf of BANCO SANTANDER CENTRAL HISPANO S.A. SIGNED by DAVID ZELL for _____________ dt 255103 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: Bank of New York – Royal Bank of Scotland plc 21,750,000 21,750,000 Banco Santander Central Hispano S.A. 18,500,000 18,500,000 Bank of New York 18,500,000 18,500,000 Barclays Bank plc 18,500,000 18,500,000 Commerzbank Aktiengesellschaft, London Branch 18,500,000 _____________ BANK OF NEW YORK – URQUHART STEVEN WAHNON for and on behalf of BANCO SANTANDER CENTRAL HISPANO S.A. SIGNED by DAVID ZELL for and on behalf of BANK OF NEW YORK - 76 - {Page} SIGNED by PAUL JOHNSON for and on behalf of BARCLAYS BANK PLC SIGNED by DAVID ZELL for and on behalf _____________ dt 236328 ; More...
Preview Full Doc	2000	Credit Agreement Credit Agreement (284K) Doc #367361: Click preview link for longer preview. CREDIT AGREEMENT dated as of June 14, 2000 among INTERNATIONAL PAPER COMPANY INTERNATIONAL PAPER FINANCIAL SERVICES, INC. The LENDERS Party Hereto and CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH as Administrative Agent, Lead Arranger and Book Manager --------------------------------- $3,050,000,000 --------------------------------- ================================================================================ {PAGE} TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS SECTION 1.01 Defined Terms..................................................1 SECTION 1.02 Classification of Loans and Borrowings........................16 SECTION 1.03 Terms Generally...............................................16 SECTION 1.04 Accounting Terms and Determinations...........................16 ARTICLE II THE CREDITS SECTION 2.01 The Commitments...............................................17 SECTION 2.02 Loans and Borrowings..........................................18 SECTION 2.03 Requests for Syndicated Borrowings............................19 SECTION 2.04 Competitive Bid Procedure.....................................20 SECTION 2.05 Funding of Borrowings.........................................22 SECTION 2.06 Interest Elections............................................23 SECTION 2.07 Termination and Changes of Commitments........................24 SECTION 2.08 Repayment of Loans; Evidence of Debt..........................25 SECTION 2.09 Prepayment of Loans...........................................26 SECTION 2.10 Fees..........................................................27 SECTION 2.11 Interest......................................................28 SECTION 2.12 Alternate Rate of Interest....................................29 SECTION 2.13 Increased Costs...............................................30 SECTION 2.14 Break Funding Payments........................................31 SECTION 2.15 U.S. Taxes....................................................32 SECTION 2.16 [Intentionally omitted.]......................................33 SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of Set-offs...33 SECTION 2.18 Mitigation Obligations; Replacement of Lenders................35 ARTICLE III REPRESENTATIONS AND WARRANTIES SECTION 3.01 Corporate Existence...........................................36 SECTION 3.02 Financial Condition...........................................36 SECTION 3.03 Litigation....................................................37 SECTION 3.04 No Breach.....................................................37 SECTION 3.05 Corporate Action of the Borrowers.............................37 SECTION 3.06 Approvals.....................................................37 i {PAGE} SECTION 3.07 Use of Loans..................................................38 SECTION 3.08 ERISA.........................................................38 SECTION 3.09 Taxes.........................................................38 SECTION 3.10 Investment Company Act........................................38 SECTION 3.11 Public Utility Holding Company Act............................38 SECTION 3.12 Credit Agreements.............................................38 SECTION 3.13 Hazardous Materials and Environmental Matters.................39 SECTION 3.14 Full Disclosure...............................................39 SECTION 3.15 Federal Margin Regulations....................................40 SECTION 3.16 Solvency......................................................40 SECTION 3.17 Exchange Offer and Merger.....................................40 ARTICLE IV GUARANTEE SECTION 4.01 Guarantee.....................................................42 SECTION 4.02 Obligations Unconditional.....................................42 SECTION 4.03 Reinstatement.................................................43 SECTION 4.04 Subrogation...................................................43 SECTION 4.05 Remedies......................................................44 SECTION 4.06 Continuing Guarantee..........................................44 ARTICLE V CONDITIONS SECTION 5.01 Closing Date..................................................44 SECTION 5.02 Term Loan Borrowing Conditions................................46 SECTION 5.03 Each Credit Event.............................................47 ARTICLE VI COVENANTS OF THE COMPANY SECTION 6.01 Financial Statements..........................................48 SECTION 6.02 Litigation....................................................50 SECTION 6.03 Corporate Existence, Etc......................................50 SECTION 6.04 Insurance.....................................................51 SECTION 6.05 Use of Proceeds...............................................51 SECTION 6.06 Consummation of the Merger....................................51 SECTION 6.07 Prohibition of Fundamental Changes............................51 SECTION 6.08 Limitation on Liens...........................................52 SECTION 6.09 Amendments to Merger Agreement and the Exchange Offer Documents...................................................54 SECTION 6.10 Total Debt to Total Capital Ratio.............................54 ii {PAGE} SECTION 6.11 Minimum Consolidated Net Worth................................54 ARTICLE VII EVENTS OF DEFAULT ARTICLE VIII THE ADMINISTRATIVE AGENT ARTICLE IX MISCELLANEOUS SECTION 9.01 Notices.......................................................60 SECTION 9.02 Waivers; Amendments...........................................60 SECTION 9.03 Expenses; Indemnity; Damage Waiver............................61 SECTION 9.04 Successors and Assigns........................................62 SECTION 9.05 Survival......................................................66 SECTION 9.06 Counterparts; Integration; Effectiveness......................66 SECTION 9.07 Severability..................................................66 SECTION 9.08 Right of Setoff...............................................67 SECTION 9.09 Governing Law; Jurisdiction; Etc..............................67 SECTION 9.10 Judgment Currency.............................................68 SECTION 9.11 Waiver Of Jury Trial..........................................68 SECTION 9.12 Headings......................................................68 SECTION 9.13 Treatment of Certain Information; Confidentiality.............68 SCHEDULE I - Commitments SCHEDULE II - Material Agreements EXHIBIT A - Form of Assignment and Acceptance EXHIBIT B-1 - Form of Opinion of Counsel to the Company 367361	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Credit Agreement: BANCO SANTANDER CENTRAL HISPANO, S.A. – President {PAGE} BANCA DI ROMA - NEW YORK BRANCH By /s/ Steven Paley ---------------------------------------- Name: Steven Paley Title: First Vice President By /s/ Alessandro Paoli ---------------------------------------- Name: Alessandro Paoli Title: Asst. Treasurer {PAGE} BANCO SANTANDER CENTRAL HISPANO, S.A. , acting through its New York Branch By /s/ D. Rodriguez ---------------------------------------- Name: D. Rodriguez Title: Vice President By /s/ Robert E. Schlegal ---------------------------------------- Name: Robert E. Schlegal Title: Vice President {PAGE} _____________ dt 1465481 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit Agreement: ABN AMRO BANK N.V., – Oliver Schwarz ---------------------------------------- Name: Oliver Schwarz Title: Vice President {PAGE} CITIBANK, N.A., individually and as Documentation Agent By /s/ Prakash M. Chonkar ---------------------------------------- Name: Prakash M. Chonkar Title: Managing Director {PAGE} ABN AMRO BANK N.V., individually and as Senior Managing Agent By /s/ John Hennessy ---------------------------------------- Name: John Hennessy Title: Senior Vice President By /s/ Richard Schrage ---------------------------------------- Name: Richard Schrage Title: Vice President {PAGE} THE _____________ ABN AMRO Bank N.V. – C} {C} {C} Citibank, N.A. $66,065,573.77 $88,934,426.23 $155,000,000.00 399 Park Avenue New York, NY 10043 Attention: Tel: (212) Fax: (212) ABN AMRO Bank N.V. $44,754,098.36 $60,245,901.64 $105,000,000.00 208 South LaSalle Suite 1500 Chicago, IL 60604-1003 Attention: Loan Administration Tel: (312) 992-5153 Fax: ( _____________ dt 1470763 ; Citibank Citibank, NA As referenced in this Credit Agreement: CITIBANK, N.A. – NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH By /s/ Hans-Josef Thiele ---------------------------------------- Name: Hans-Josef Thiele Title: Director By /s/ Oliver Schwarz ---------------------------------------- Name: Oliver Schwarz Title: Vice President {PAGE} CITIBANK, N.A. , individually and as Documentation Agent By /s/ Prakash M. Chonkar ---------------------------------------- Name: Prakash M. Chonkar Title: Managing Director {PAGE} ABN AMRO BANK N.V., individually and as Senior Managing Agent _____________ Citibank, N.A. – 469-4113 Fax: (212) 474-7880 S-I-1 {PAGE} Name and Address 2-Year Term 364-Day Total for Notices of Lender Loan Revolver Commitment --------------------- ---- -------- --------------- {S} {C} {C} {C} Citibank, N.A. $66,065,573.77 $88,934,426.23 $155,000,000.00 399 Park Avenue New York, NY 10043 Attention: Tel: (212) Fax: (212) ABN AMRO Bank N.V. $ _____________ dt 1478141 ;	Int'l Paper International Paper Co. ( Paper & Paper Products ) ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit Agreement: McGraw-Hill Companies, Inc – of the Revolving Credit Commitment Termination Date and the date of termination of the Total Revolving Credit Commitment. "S&P" means Standard & Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc . "Solvent" means, as to any Person, that, as of any date of determination, (i) the amount of the "present fair saleable value" of the assets of such Person shall, _____________ dt 1516344 ; More...
Preview Full Doc	2003	Credit Agreement Credit Agreement (337K) Doc #885687: Click preview link for longer preview. CREDIT AGREEMENT by and among V.F. CORPORATION, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and a Lender, CITIBANK, N.A., as Syndication Agent and as a Lender, WACHOVIA BANK, NATIONAL ASSOCIATION as Documentation Agent and as a Lender, BANC OF AMERICA SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC., as Lead Arrangers and Book Managers, and THE LENDERS PARTY HERETO FROM TIME TO TIME September 25, 2003 TABLE OF CONTENTS Page . . . 885687	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Credit Agreement: BANCO SANTANDER CENTRAL HISPANO, S.A. – Ward C. Wilson Telephone: 615-251-9253 Telefacsimile: Wire Transfer Instructions: U.S. Bank National Association ABA#: 042000013 Account No.: 18692160600 Account Name: Commercial Loans Reference: V.F. Corporation 11 BANCO SANTANDER CENTRAL HISPANO, S.A. NEW YORK BRANCH By: Name: Title: Lending Office for Base Rate Loans: 45 E. 53rd Street New York, New York 10022 Attention: Martha Pulito Telephone: 212-350-3634 Telefacsimile: _____________ Banco Santander Central Hispano, S.A. – Title: Lending Office for Base Rate Loans: 45 E. 53rd Street New York, New York 10022 Attention: Martha Pulito Telephone: 212-350-3634 Telefacsimile: 212-350-3690 Wire Transfer Instructions: Banco Santander Central Hispano, S.A. New York Branch ABA#: 026007692 Account No.: 1071440001 Account Name: Bridge Loans Reference: V.F. Corporation Attention: Ligia Castro 12 ING LUXEMBOURG SA By: Name: Title: Lending Office for _____________ Banco Santander Central Hispano, S.A. – JPMorgan Chase Bank $ 55,000,000.00 7.3333333333 % PNC Bank, N.A. $ 55,000,000.00 7.3333333333 % U.S. Bank National Association $ 55,000,000.00 7.3333333333 % Banco Santander Central Hispano, S.A. $ 25,000,000.00 7.3333333333 % ING Luxembourg SA $ 25,000,000.00 7.3333333333 % The Bank of New York $ 25,000,000.00 7.3333333333 % UMB Bank, N. _____________ dt 1465490 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit Agreement: ABN AMRO BANK N.V. – 267-321-6619 Telefacsimile: 267-321-6700 Wire Transfer Instructions: Wachovia Bank, National Association Charlotte, North Carolina ABA# 053000219 Account No.: 11459168114011 Reference: V.F. Corp. Attention: Cynthia Rawson 4 ABN AMRO BANK N.V. By: Name: Title: Lending Office for Base Rate Loans: 208 South LaSalle Street, Suite 1500 Chicago, Illinois 60604-1003 Attention: Sherry Manning Telephone:___________ Telefacsimile: 312-992-5111 55 _____________ ABN AMRO Bank N.V. – Manning Telephone:___________ Telefacsimile: 312-992-5111 55 East 52nd Street New York, New York 10055 Attention: Eric Oppenheimer Telephone: 212-409-1550 Telefacsimile: 212-409-1641 Wire Transfer Instructions: ABN AMRO Bank N.V. New York, New York ABA#: 026009580 F/O ABN AMRO Bank, N.V. Chicago Branch CPU Account No.: 650-001-1789-41 Reference: (00158607)(V.F. Corp.) 5 BARCLAYS _____________ ABN AMRO Bank, N.V. – New York 10055 Attention: Eric Oppenheimer Telephone: 212-409-1550 Telefacsimile: 212-409-1641 Wire Transfer Instructions: ABN AMRO Bank N.V. New York, New York ABA#: 026009580 F/O ABN AMRO Bank, N.V. Chicago Branch CPU Account No.: 650-001-1789-41 Reference: (00158607)(V.F. Corp.) 5 BARCLAYS BANK PLC By: Name: Title: Lending Office for Base Rate Loans: Barclays Bank _____________ ABN AMRO Bank N.V. – Bank of America, N.A. $ 95,000,000.00 12.6666666667 % Citibank, N.A. $ 95,000,000.00 12.6666666667 % Wachovia Bank, National Association $ 75,000,000.00 10.0000000000 % ABN AMRO Bank N.V. $ 55,000,000.00 7.3333333333 % Barclays Bank PLC $ 55,000,000.00 7.3333333333 % Fleet National Bank $ 55,000,000.00 7.3333333333 % HSBC Bank USA $ 55,000, _____________ dt 1470958 ; Citibank Citibank, NA As referenced in this Credit Agreement: CITIBANK, N.A. – AGREEMENT, 9-25-2003 Exhibit 10 CREDIT AGREEMENT by and among V.F. CORPORATION, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and a Lender, CITIBANK, N.A. , as Syndication Agent and as a Lender, WACHOVIA BANK, NATIONAL ASSOCIATION as Documentation Agent and as a Lender, BANC OF AMERICA SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC., as _____________ CITIBANK, N.A. – Agent for the Lenders (in such capacity, and together with any successor agent appointed in accordance with the terms of Section 10.7, the Agent) and as Swing Line Lender, CITIBANK, N.A. , a national banking association organized and existing under the laws of the United States, in its capacity as Syndication Agent and as Lender, and WACHOVIA BANK, NATIONAL ASSOCIATION, a _____________ CITIBANK, N.A. – Attention: Telephone: (704) 386-8388 Telefacsimile: (704) 386-9923 Wire Transfer Instructions: Bank of America, N.A. ABA# 053000196 Account No.: 1366212250600 Reference: V.F. Corporation Attention: Administrative Services 2 CITIBANK, N.A. , as Syndication Agent and as a Lender By: Name: Title: Lending Office for Base Rate Loans: Citibank, N.A. Attention: Debby Friedland Telephone: 302-894-6058 Telefacsimile: 302-8946120 _____________ Citibank, N.A. – Account No.: 1366212250600 Reference: V.F. Corporation Attention: Administrative Services 2 CITIBANK, N.A., as Syndication Agent and as a Lender By: Name: Title: Lending Office for Base Rate Loans: Citibank, N.A. Attention: Debby Friedland Telephone: 302-894-6058 Telefacsimile: 302-8946120 Wire Transfer Instructions: Citibank, N.A. ABA# 021000089 Account No.: 4063-2387 Reference: V.F. Corp. Attention: Debby Friedland _____________ Citibank, N.A. – Agent and as a Lender By: Name: Title: Lending Office for Base Rate Loans: Citibank, N.A. Attention: Debby Friedland Telephone: 302-894-6058 Telefacsimile: 302-8946120 Wire Transfer Instructions: Citibank, N.A. ABA# 021000089 Account No.: 4063-2387 Reference: V.F. Corp. Attention: Debby Friedland Lending Office for Eurodollar Rate Loans and Offshore Rate Loans: Citibank, N.A. Attention: Debby Friedland _____________ dt 1478789 ;	V.F. V.F. Corp. ( Apparel & Accessories ) As referenced in this Credit Agreement: V.F. Corp. – for Base Rate Loans: Citibank, N.A. Attention: Debby Friedland Telephone: 302-894-6058 Telefacsimile: 302-8946120 Wire Transfer Instructions: Citibank, N.A. ABA# 021000089 Account No.: 4063-2387 Reference: V.F. Corp. Attention: Debby Friedland Lending Office for Eurodollar Rate Loans and Offshore Rate Loans: Citibank, N.A. Attention: Debby Friedland Telephone: 302-894-6058 Telefacsimile: 302-8946120 Wire Transfer Instructions: _____________ V.F. Corp. – and Offshore Rate Loans: Citibank, N.A. Attention: Debby Friedland Telephone: 302-894-6058 Telefacsimile: 302-8946120 Wire Transfer Instructions: Citibank, N.A. ABA# 021000089 Account No.: 4063-2387 Reference: V.F. Corp. Attention: Debby Friedland 3 WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent and as a Lender By: Name: Title: Lending Office for Base Rate Loans: Widener Building, 12th Floor (PA _____________ V.F. Corp. – Philadelphia, Pennsylvania 19107 Attention: Beth Rue Telephone: 267-321-6619 Telefacsimile: 267-321-6700 Wire Transfer Instructions: Wachovia Bank, National Association Charlotte, North Carolina ABA# 053000219 Account No.: 11459168114011 Reference: V.F. Corp. Attention: Cynthia Rawson 4 ABN AMRO BANK N.V. By: Name: Title: Lending Office for Base Rate Loans: 208 South LaSalle Street, Suite 1500 Chicago, Illinois 60604-1003 Attention: _____________ V.F. Corp. – Instructions: ABN AMRO Bank N.V. New York, New York ABA#: 026009580 F/O ABN AMRO Bank, N.V. Chicago Branch CPU Account No.: 650-001-1789-41 Reference: (00158607)(V.F. Corp. ) 5 BARCLAYS BANK PLC By: Name: Title: Lending Office for Base Rate Loans: Barclays Bank PLC, New York Branch 200 Park Avenue, 4th Floor New York, New York 10166 _____________ VF Corp – 617-434-3325 Telefacsimile: 617-434-6685 Wire Transfer Instructions: Fleet National Bank Boston, Massachusetts ABA#: 011000138 Account No.: 151035166156 Account Name: Commercial Loan Services Attention: Joan M. Lafleur Reference: VF Corp oration 7 HSBC BANK USA By: Name: Title: Lending Office for Base Rate Loans: 452 Fifth Avenue, 5th Floor New York, New York 10018 Attention: Anne Serewicz, Senior Vice President _____________ dt 1413802 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Credit Agreement: BANC OF AMERICA SECURITIES LLC – as Administrative Agent, Swing Line Lender and a Lender, CITIBANK, N.A., as Syndication Agent and as a Lender, WACHOVIA BANK, NATIONAL ASSOCIATION as Documentation Agent and as a Lender, BANC OF AMERICA SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC., as Lead Arrangers and Book Managers, and THE LENDERS PARTY HERETO FROM TIME TO TIME September 25, 2003 TABLE OF CONTENTS Page ARTICLE I _____________ Banc of America Securities LLC – as set forth from time to time in a certificate in the form of Exhibit C. Bank of America means Bank of America, N.A. and its successors. BAS means Banc of America Securities LLC and its successors. Base Rate means, for any day, the rate per annum equal to the higher of (i) the Federal Funds Rate for such day plus one-half _____________ dt 1355694 ; More...
Preview Full Doc	2005	Credit Agreement Credit Agreement (260K) Doc #1036456: Click preview link for longer preview. $1,000,000,000 CREDIT AGREEMENT dated as of December 23, 2004 among PRAXAIR, INC. THE ELIGIBLE SUBSIDIARIES REFERRED TO HEREIN THE LENDERS LISTED HEREIN JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., as Syndication Agent and Citibank, N.A. and Credit Suisse First Boston as Co-Documentation Agents ______________________ J.P. Morgan Securities Inc., and Banc of America Securities LLC Co-Lead Arrangers and Bookrunners TABLE OF . . . 1036456	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Credit Agreement: BANCO SANTANDER CENTRAL HISPANO S.A. – Title: By: Name: Title: 76 ABN AMRO BANK N.V. By: Name: Title: By: Name: Title: 77 BANCO BILBAO VIZCAYA ARGENTARIA S.A. By: Name: Title: By: Name: Title: 78 BANCO SANTANDER CENTRAL HISPANO S.A. , New York Branch By: Name: Title: By: Name: Title: 79 BANK OF TOKYO-MITSUBISHI, LTD. By: Name: Title: 80 DEUTSCHE BANK A.G. NEW YORK BRANCH By: Name: Title: _____________ Banco Santander Central Hispano S.A. – Mitsubishi, Ltd. $70,000,000 Deutsche Bank A.G. New York Branch $70,000,000 HSBC Bank USA, N.A. $70,000,000 Merrill Lynch Bank USA $70,000,000 Banco Santander Central Hispano S.A. $70,000,000 Banco Bilbao Vizcaya Argentaria S.A. $50,000,000 Mellon Bank, N.A. $50,000,000 Societe Generale $50,000,000 Toronto Dominion Bank $50,000, _____________ dt 1465492 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit Agreement: ABN AMRO BANK N.V. – Agent and Lender By: Name: Title: 75 CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Co-Documentation Agent and Lender By: Name: Title: By: Name: Title: 76 ABN AMRO BANK N.V. By: Name: Title: By: Name: Title: 77 BANCO BILBAO VIZCAYA ARGENTARIA S.A. By: Name: Title: By: Name: Title: 78 BANCO SANTANDER CENTRAL HISPANO S.A., New York Branch _____________ ABN AMRO Bank N.V. – 100,000,000 Bank of America, N.A. $100,000,000 Citibank, N.A. $90,000,000 Credit Suisse First Boson, acting through its Cayman Islands Branch $90,000,000 ABN AMRO Bank N.V. $70,000,000 Bank of Tokyo-Mitsubishi, Ltd. $70,000,000 Deutsche Bank A.G. New York Branch $70,000,000 HSBC Bank USA, N.A. $70,000,000 _____________ dt 1471056 ; Citibank Citibank, NA As referenced in this Credit Agreement: Citibank, N.A. – among PRAXAIR, INC. THE ELIGIBLE SUBSIDIARIES REFERRED TO HEREIN THE LENDERS LISTED HEREIN JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., as Syndication Agent and Citibank, N.A. and Credit Suisse First Boston as Co-Documentation Agents ______________________ J.P. Morgan Securities Inc., and Banc of America Securities LLC Co-Lead Arrangers and Bookrunners TABLE OF CONTENTS _____________ CITIBANK, N.A. – ELIGIBLE SUBSIDIARIES referred to herein, the LENDERS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent and CITIBANK, N.A. and CREDIT SUISSE FIRST BOSTON as Co-Documentation Agents. The parties hereto agree as follows: ARTICLE 1 DEFINITIONS Section 1.01 . Definitions. The following terms, as used herein, have _____________ Citibank, N.A. – the Pricing Schedule. "CD Rate" has the meaning set forth in Section 2.07(b). "CD Reference Banks" means JPMorgan Chase Bank, N.A., Bank of America, N.A. and Citibank, N.A. "Co-Documentation Agents" means Citibank, N.A. and Credit Suisse First Boston. "Commitment" means (i) with respect to each Lender, the amount of such Lender's Commitment, as such _____________ Citibank, N.A. – meaning set forth in Section 2.07(b). "CD Reference Banks" means JPMorgan Chase Bank, N.A., Bank of America, N.A. and Citibank, N.A. "Co-Documentation Agents" means Citibank, N.A. and Credit Suisse First Boston. "Commitment" means (i) with respect to each Lender, the amount of such Lender's Commitment, as such amount is set forth opposite the name _____________ Citibank, N.A. – of Committed Borrowing or Notice of Interest Rate Election. "Euro-Dollar Reference Banks" means the principal London offices of JPMorgan Chase Bank, N.A., Bank of America, N.A. and Citibank, N.A. "Event of Default" has the meaning set forth in Article 6. "Evergreen Letter of Credit" means a Letter of Credit that is automatically extended unless the Issuing Lender gives _____________ dt 1479121 ;	Praxair Praxair, Inc. ( Chemical Manufacturing ) As referenced in this Credit Agreement: Praxair, Inc – exhibit 10.17 EX-10.17 3 ex10_17.htm EXHIBIT 10.17 CREDIT AGREEMENT Praxair, Inc . and Subsidiaries EXHIBIT 10.17 [EXECUTION COPY] $1,000,000,000 CREDIT AGREEMENT dated as of December 23, 2004 among PRAXAIR, INC. THE ELIGIBLE SUBSIDIARIES REFERRED TO HEREIN THE _____________ PRAXAIR, INC – 3 ex10_17.htm EXHIBIT 10.17 CREDIT AGREEMENT Praxair, Inc. and Subsidiaries EXHIBIT 10.17 [EXECUTION COPY] $1,000,000,000 CREDIT AGREEMENT dated as of December 23, 2004 among PRAXAIR, INC . THE ELIGIBLE SUBSIDIARIES REFERRED TO HEREIN THE LENDERS LISTED HEREIN JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., as Syndication Agent and Citibank, N. _____________ PRAXAIR, INC – an Eligible Subsidiary Exhibit J C Assignment and Assumption Agreement Exhibit K C Designation Agreement Exhibit L C Extension Agreement CREDIT AGREEMENT AGREEMENT dated as of December 23, 2004 among PRAXAIR, INC ., the ELIGIBLE SUBSIDIARIES referred to herein, the LENDERS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication _____________ Praxair, Inc – extend credit up to such amount to the Borrowers hereunder. "Commitment Schedule" means the Commitment Schedule attached hereto. "Committed Loan" means a Syndicated Loan or a Swingline Loan. "Company" means Praxair, Inc ., a Delaware corporation, and its successors. "Competitive Bid Absolute Rate" has the meaning set forth in Section 2.03(d). "Competitive Bid Absolute Rate Loan" means a loan to _____________ PRAXAIR, INC – Act. 69 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. PRAXAIR, INC . By: Name: Title: 39 Old Ridgebury Road Danbury, CT 06810-5113 Telecopy number: (203) 837-2480 Attention: Treasurer 70 JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender _____________ dt 1417429 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Credit Agreement: Banc of America Securities LLC – Administrative Agent BANK OF AMERICA, N.A., as Syndication Agent and Citibank, N.A. and Credit Suisse First Boston as Co-Documentation Agents ______________________ J.P. Morgan Securities Inc., and Banc of America Securities LLC Co-Lead Arrangers and Bookrunners TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Accounting Terms and Determinations 15 Section 1.03. Types _____________ dt 1356080 ; More...
Preview Full Doc	2005	Credit Agreement Credit Agreement (764K) Doc #1449953: Click preview link for longer preview. *************************************************************** CREDIT AGREEMENT Dated as of February 25, 2005 among SABINE PASS LNG, L.P., as the Borrower SOCIï¿½Tï¿½ Gï¿½Nï¿½RALE, as the Agent HSBC BANK USA, NATIONAL ASSOCIATION, as the Collateral Agent and LENDERS PARTY TO THIS AGREEMENT FROM TIME TO TIME *************************************************************** TABLE OF CONTENTS This Table of Contents is not part of the Agreement to which it is attached but is . . . 1449953	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Credit Agreement: BANCO SANTANDER CENTRAL HISPANO, S.A. – 212-261-3421 With a Copy to: 1301 Avenue of the Americas New York, NY 10019-6022 Attn: Justine Ventrelli Telephone: 212-261-7886 Fax: 212-261-3421 CREDIT AGREEMENT BANCO SANTANDER CENTRAL HISPANO, S.A. , NEW YORK BRANCH By: /s/ R E Schlegel Name: R E Schlegel Title: VP By: /s/ A. Cohen Name: A. Cohen Title: VP Address for Notices: 45 East 53rd _____________ Banco Santander Central Hispano, S.A. – SANPAOLO IMI S.P.A. $ 18,000,000.00 Skandinaviska Enskilda Banken AB (publ) $ 18,000,000.00 SMBC $ 18,000,000.00 UFJ Bank Limited $ 18,000,000.00 Banco Santander Central Hispano, S.A. , New York Branch $ 12,000,000.00 Banca Intesa S.p.A. New York Branch $ 12,000,000.00 Erste Bank der Oesterreichischen Sparkassen AG $ 12,000,000.00 _____________ dt 1465505 ; Cheniere Energy Cheniere Energy Inc ; Cheniere Energy Cheniere Energy, Inc. ( Oil & Gas Operations ) As referenced in this Credit Agreement: Cheniere Energy, Inc – of Default. No Default or Event of Default has occurred and is continuing. 7.22 Ownership. As of the Closing Date, the Borrower is an indirect wholly-owned Subsidiary of Cheniere Energy, Inc . 7.23 Property. All material real and personal property rights necessary for the current stage of Development have been obtained by the Borrower and are in good standing. 7. _____________ Cheniere Energy, Inc – 60 days with a Project Document or Additional Project Document, as applicable, with a new Project Party acceptable to the Majority Lenders; or (p) An Event of Abandonment; or (q) Cheniere Energy, Inc .s failure to (i) hold directly or indirectly at least 50% of the ownership interests in the Borrower or (ii) control, directly or indirectly (without granting to any other _____________ Cheniere Energy, Inc – 0 U.S. Army Corps of Engineers (USACE) Section 10/404 jurisdictional determination Cheniere LNG 12/8/03 2.1 Section 10/404 Construction Permit and Anchorage Area Use Approval Cheniere Energy, Inc . 2/11/05 3.0 Environmental Protection Agency Elutriate bioaccumulation testing Sabine Pass LNG, L.P. 1/26/05 email 4.0 NOAA Fisheries EFH Cheniere Energy, Inc. 12/ _____________ Cheniere Energy, Inc – Use Approval Cheniere Energy, Inc. 2/11/05 3.0 Environmental Protection Agency Elutriate bioaccumulation testing Sabine Pass LNG, L.P. 1/26/05 email 4.0 NOAA Fisheries EFH Cheniere Energy, Inc . 12/28/04 4.1 Federal Endangered Species Consultation Cheniere Energy, Inc. 12/14/04 4.2 DMPA Review Cheniere Energy, Inc. 4/23/04 5.0 U.S. _____________ Cheniere Energy, Inc – Agency Elutriate bioaccumulation testing Sabine Pass LNG, L.P. 1/26/05 email 4.0 NOAA Fisheries EFH Cheniere Energy, Inc. 12/28/04 4.1 Federal Endangered Species Consultation Cheniere Energy, Inc . 12/14/04 4.2 DMPA Review Cheniere Energy, Inc. 4/23/04 5.0 U.S. Fish and Wildlife Service FWS concurs that the project site will not _____________ dt 1552845 ;	HSBC Securities HSBC Securities (USA), Inc. As referenced in this Credit Agreement: HSBC Securities (USA), Inc – and assigns in such capacity, the Collateral Agent). The Borrower intends to construct, install and operate the Project (as defined below) in Cameron Parish, Louisiana. The Borrower has appointed (a) HSBC Securities (USA), Inc . and Socit Gnrale to act as Lead Arrangers (each, a Lead Arranger and, collectively, the Lead Arrangers) and (b) HSBC Securities (USA) Inc. as Syndication Agent, and the Lenders _____________ HSBC Securities (USA) Inc – Parish, Louisiana. The Borrower has appointed (a) HSBC Securities (USA), Inc. and Socit Gnrale to act as Lead Arrangers (each, a Lead Arranger and, collectively, the Lead Arrangers) and (b) HSBC Securities (USA) Inc . as Syndication Agent, and the Lenders have appointed (a) Socit Gnrale as Agent and (b) HSBC Bank USA, National Association, as Collateral Agent. The Borrower has requested that the _____________ HSBC Securities (USA) Inc – 701 Brickell Avenue Suite 2000 Miami, FL 33131 Attn: Gema Gmez Telephone: 305-371-3833 Fax: 305-373-0402 CREDIT AGREEMENT APPENDIX A to Credit Agreement LENDER COMMITMENTS Institution Allocation HSBC Securities (USA) Inc . $ 32,000,000.00 Socit Gnrale $ 32,000,000.00 Mizuho Corporate Bank, Ltd. $ 25,000,000.00 The Bank of Tokyo-Mitsubishi, Ltd. $ 24,000,000.00 ING _____________ dt 1327970 ; TOTAL TOTAL SA ( Oil & Gas - Integrated ) As referenced in this Credit Agreement: Total S – amp; Elkins, special New York counsel to Total LNG USA, Inc. and the guarantor pertaining to the Total TUA and (ii) in-house counsel to Total LNG, USA, Inc. and Total S .A. (iv) A Secretarys Certificate from each of Chevon USA Inc. and the guarantor pertaining to the Chevron TUA. (v) An opinion of (i) Thelen, Reid and Preist, New _____________ dt 1394538 ; More...
Preview Full Doc	2006	Credit Agreement Credit Agreement (285K) Doc #2068326: Click preview link for longer preview. CREDIT AGREEMENT among CEMEX, S.A. de C.V., as Borrower and CEMEX MEXICO, S.A. de C.V., as Guarantor and EMPRESAS TOLTECA de MEXICO, S.A. de C.V., as Guarantor and The Several . . . 2068326	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Credit Agreement: BANCO SANTANDER CENTRAL HISPANO, S.A. – and Lender By /s/ Vidal H. Ramirez --------------------------------------------- Name: Vidal H. Ramirez Title: Director {PAGE} THIS PAGE IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF MAY 31, 2005. BANCO SANTANDER CENTRAL HISPANO, S.A. , NEW YORK BRANCH, as a Lender By /s/ Ruben Perez-Romo --------------------------------------------- Name: Ruben Perez-Romo Title: Vice President Global Corporate Banking By /s/ Dom J. Rodriguez --------------------------------------------- Name: Dom J. _____________ dt 1465573 ; CEMEX CEMEX S.A. de C.V. ( Raw Materials ) As referenced in this Credit Agreement: CEMEX, S. – {DOCUMENT} {TYPE}EX-4 {SEQUENCE}2 {FILENAME}cemex4-14.txt {DESCRIPTION}EXHIBIT 4.14 - CREDIT AGREEMENT {TEXT} Exhibit 4.14 CREDIT AGREEMENT among CEMEX, S. A. de C.V., as Borrower and CEMEX MEXICO, S.A. de C.V., as Guarantor and EMPRESAS TOLTECA de MEXICO, S.A. de C.V., as Guarantor and The _____________ CEMEX, S. – F -- Form of Opinion of Mexican Counsel to the Borrower and the Guarantors Exhibit G -- Mandatory Cost Formula {PAGE} CREDIT AGREEMENT ---------------- CREDIT AGREEMENT, dated as of May 31, 2005 among CEMEX, S. A. de C.V., a sociedad anonima de capital variable organized and existing pursuant to the laws of the United Mexican States (the "Borrower"), CEMEX MEXICO, S.A. de C. _____________ CEMEX, S. – assignment, notwithstanding that such assigning Lender may cease to be a "Lender" hereunder. {PAGE} THIS PAGE IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF MAY 31, 2005. CEMEX, S. A. DE C.V., as Borrower By /s/ Hector Vela --------------------------------------------- Name: Hector Vela Title: Attorney-in-fact {PAGE} THIS PAGE IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS _____________ dt 1505507 ; Citibank Citibank, NA As referenced in this Credit Agreement: Citibank, N.A. – which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable. "Reference Banks" means two banks in the London interbank market, initially Barclays Bank PLC, and Citibank, N.A. . "Regulation T, U, or X" means Regulation T, U, or X, respectively, of the Board of Governors of the Federal Reserve System as from time to time in effect _____________ CITIBANK, N.A. – Joint Bookrunner By /s/ Carlos A. Corona --------------------------------------------- Name: Carlos A. Corona Title: Director {PAGE} THIS PAGE IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF MAY 31, 2005. CITIBANK, N.A. NASSAU, BAHAMAS BRANCH as a Lender By /s/ Leslie Munroe --------------------------------------------- Name: Leslie Munroe Title: Attorney-in-fact {PAGE} THIS PAGE IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED _____________ dt 1481105 ;	Royal Bank Royal Bank of Scotland plc As referenced in this Credit Agreement: ROYAL BANK OF SCOTLAND PLC, – EN ESPANA, as a lender By /s/ Illegible --------------------------------------------- Name: Illegible Title: Illegible {PAGE} THIS PAGE IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF MAY 31, 2005. THE ROYAL BANK OF SCOTLAND PLC, as a lender By /s/ Inaki Basterreche --------------------------------------------- Name: Inaki Basterreche Title: Senior Director By /s/ Antonio Casteleiro --------------------------------------------- Name: Antonio Casteleiro Title: Director {PAGE} THIS PAGE IS A SIGNATURE PAGE _____________ dt 1500785 ; Banco Bilbao Banco Bilbao Vizcaya Argentaria SA ( Regional Banks ) As referenced in this Credit Agreement: BANCO BILBAO VIZCAYA ARGENTARIA, S – Tim Lorimer --------------------------------------------- Name: Tim Lorimer Title: Vice President, International Corporate and Commercial Banking {PAGE} THIS PAGE IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF MAY 31, 2005. BANCO BILBAO VIZCAYA ARGENTARIA, S .A. - NEW YORK BRANCH as a Lender By /s/ Jay Levit --------------------------------------------- Name: Jay Levit Title: Vice President By /s/ John Martini --------------------------------------------- Name: John Martini Title: Vice President {PAGE} THIS _____________ dt 1320550 ; More...
Preview Full Doc	2006	Credit Agreement Credit Agreement (947K) Doc #2505288: Click preview link for longer preview. EXECUTION VERSION CREDIT AGREEMENT dated as of February 6, 2006 among ASA OPCO HOLDINGS, LLC, ASA ALBION, LLC, ASA BLOOMINGBURG, LLC, and ASA LINDEN, LLC, as Borrowers, ASA OPCO HOLDINGS, LLC, as Borrowersï¿½ Agent, THE LENDERS REFERRED TO HEREIN, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the Lenders, FIRST NATIONAL BANK OF OMAHA, as Collateral Agent for the Senior Secured Parties, FIRST NATIONAL BANK OF OMAHA, as Accounts Bank, WESTLB AG, NEW YORK BRANCH, as Co-Syndication Agent, Lead Arranger and Sole Lead Bookrunner, FIRST . . . 2505288	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Credit Agreement: BANCO SANTANDER CENTRAL HISPANO, S.A. – Senior Vice President IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be executed by their respective officers as of the day and year first above written. BANCO SANTANDER CENTRAL HISPANO, S.A. , as Lender By: /s/ Jose Castello Name: Jose Castello Title: Managing Director Head of U.S. Global Corporate Banking By: /s/ L. Ruben Perez-Romo Name: L. RUBEN PEREZ- _____________ Banco Santander Central Hispano, S.A. – Tranche A Lender Albion Tranche A Construction Loan Commitment Bloomingburg Tranche A Construction Loan Commitment Linden Tranche A Construction Loan Commitment Tranche A Term Loan Commitment Domestic Office Eurodollar Office Banco Santander Central Hispano, S.A. $ 6,616,905.94 $ 6,765,888.34 $ 6,617,205.71 $ 20,000,000 Banco Santander Central Hispano, S.A. 45 East 53rd Street New York, NY 10022 _____________ Banco Santander Central Hispano, S.A. – Tranche A Term Loan Commitment Domestic Office Eurodollar Office Banco Santander Central Hispano, S.A. $ 6,616,905.94 $ 6,765,888.34 $ 6,617,205.71 $ 20,000,000 Banco Santander Central Hispano, S.A. 45 East 53rd Street New York, NY 10022 Attention: Ligia Castro / Loans Dept. Telephone: 212-350-3677 Facsimile: 212-350-3647 Banco Santander Central Hispano, S.A. 45 East _____________ Banco Santander Central Hispano, S.A. – 20,000,000 Banco Santander Central Hispano, S.A. 45 East 53rd Street New York, NY 10022 Attention: Ligia Castro / Loans Dept. Telephone: 212-350-3677 Facsimile: 212-350-3647 Banco Santander Central Hispano, S.A. 45 East 53rd Street New York, NY 10022 Attention: Ligia Castro / Loans Dept. Telephone: 212-350-3677 Facsimile: 212-350-3647 GreenStone Farm Credit Services, ACA/FLCA $ 3,308, _____________ dt 1613723 ; Asalliances Biofuels Asalliances Biofuels, LLC ; Kinder Morgan Kinder Morgan, Inc. ( Natural Gas Utilities ) As referenced in this Credit Agreement: Kinder Morgan, Inc. – supplemented by the Cargill, Incorporated Special Provisions NAESB, of the same date between the same parties. Albion Gas Transportation Agreement means the Transportation Service Agreement to be entered into between Kinder Morgan, Inc. and Albion. 5 Albion Grain Facility Lease means the Lease Agreement, dated on or about the date hereof, between Cargill and Albion. Albion ICM License means the License Agreement, _____________ Kinder Morgan Inc. – counsel to Vectren Energy Delivery of Ohio; (xxi) the opinion of Indiana counsel to Vectren Energy Delivery Company of Indiana; 112 (xxii) the opinion of Kansas and Nebraska counsel to Kinder Morgan Inc. ; and (xxiii) the opinion of counsel to each other Project Party in the jurisdiction of such Project Partys formation and in the jurisdiction whose law governs each Project Document _____________ Kinder Morgan, Inc. – Services Agreement. 20. Consent and Agreement among Linden, Tipmont REMC and the Collateral Agent with respect to the Linden Electric Facilities and Services Agreement. 21. Consent and Agreement among Albion, Kinder Morgan, Inc. and the Collateral Agent with respect to the Albion Gas Transportation Agreement. 22. Consent and Agreement among Bloomingburg, Vectren Energy Delivery of Ohio, Inc. and the Collateral Agent with _____________ dt 1564559 ;	McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit Agreement: McGraw-Hill Companies, Inc – or about the date hereof, among the Borrowers, the Subordinated Lenders, the Lenders and the Administrative Agent. S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor thereto that is a nationally recognized rating agency. Schedule of Values means, with respect to each Plant, Schedule of Values as defined in Section 10.2. _____________ dt 1624288 ; Siemens Siemens Financial Services, Inc. As referenced in this Credit Agreement: SIEMENS FINANCIAL SERVICES, INC – Title: Managing Director IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be executed by their respective officers as of the day and year first above written. SIEMENS FINANCIAL SERVICES, INC ., as Lender By: /s/ PETER DONALDSON Name: PETER DONALDSON Title: VP CREDIT & OPERATIONS IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be executed by _____________ Siemens Financial Services, Inc – A Term Loan Commitment Domestic Office Eurodollar Office Telephone: 212-382-9044 / 212-382-9065 Facsimile: 212-382-9033 Telephone: 212-382-9044 / 212-382-9065 Facsimile: 212-382-9033 Siemens Financial Services, Inc . $ 4,962,679.46 $ 5,074,416.26 $ 4,962,904.29 $ 15,000,000 Siemens Financial Services, Inc. 170 Wood Ave Iselin, NJ 08830 Attention: Mr. Paul Ramseur _____________ Siemens Financial Services, Inc – Telephone: 212-382-9044 / 212-382-9065 Facsimile: 212-382-9033 Siemens Financial Services, Inc. $ 4,962,679.46 $ 5,074,416.26 $ 4,962,904.29 $ 15,000,000 Siemens Financial Services, Inc . 170 Wood Ave Iselin, NJ 08830 Attention: Mr. Paul Ramseur Telephone: 732-590-6572 Facsimile: 732-590-6545 The Bank of Nova Scotia $ 6,616,905.94 $ 6,765, _____________ Siemens Financial Services, Inc – 646-424-8242 Facsimile: 646-424-8251 ING Capital LLC 1325 Avenue of the Americas New York, NY 10019 Attention: CFS Settlements Telephone: 646-424-8242 Facsimile: 646-424-8251 Siemens Financial Services, Inc . $ 3,308,453 $ 3,382,944.20 $ 3,308,602.80 $ 10,000,000 Siemens Financial Services, Inc. 170 Wood Ave Iselin, NJ 08830 1.01(a) - 12 Tranche _____________ Siemens Financial Services, Inc – 10019 Attention: CFS Settlements Telephone: 646-424-8242 Facsimile: 646-424-8251 Siemens Financial Services, Inc. $ 3,308,453 $ 3,382,944.20 $ 3,308,602.80 $ 10,000,000 Siemens Financial Services, Inc . 170 Wood Ave Iselin, NJ 08830 1.01(a) - 12 Tranche B Lender Albion Tranche B Construction Loan Commitment Bloomingburg Tranche B Construction Loan Commitment Linden Tranche B Construction _____________ dt 1549702 ; More...
Preview Full Doc	2006	Credit Agreement Credit Agreement (266K) Doc #2574496: Click preview link for longer preview. US$18,000,000,000 CREDIT AGREEMENT Dated as of October 25, 2006 Among COMPANHIA VALE DO RIO DOCE, CVRD USA CORP. AND RD JERSEY LIMITED as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CREDIT SUISSE as Administrative Agent and CREDIT SUISSE SECURITIES (USA) LLC, UBS SECURITIES LLC, ABN AMRO BANK N.V. and SANTANDER INVESTMENT SECURITIES INC. as Joint Bookrunners, Joint Lead Arrangers, Co-Syndication Agents and Co-Documentation Agents TABLE OF CONTENTS Section Page Section . . . 2574496	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Credit Agreement: Banco Santander Central Hispano, S.A. – it. Fee Letter shall mean the letter dated as of August 14, 2006 among CVRD, the Joint Lead Arrangers, CS, UBS Loan Finance LLC, ABN AMRO Bank N.V. and Banco Santander Central Hispano, S.A. , New York Branch. Final Purchase Date shall mean the date of acquisition of all the remaining issued and outstanding Shares not previously acquired by CVRD through the Offeror or _____________ BANCO SANTANDER CENTRAL HISPANO, S.A. – Director ABN AMRO BANK N.V. By /s/ Simo T. Schuster Damasceno Name: Simo T. Schuster Damasceno Title: Vice President By /s/ Conrado Lautenberg Name: Conrado Lautenberg Title: Vice President BANCO SANTANDER CENTRAL HISPANO, S.A. , acting through the New York Branch By /s/ Jesus Lopez Name: Jesus Lopez Title: Vice President By /s/ Ramn E. Coln Navarro Name: Ramn E. Coln Navarro Title: Vice _____________ Banco Santander Central Hispano, S.A. – President SCHEDULE 1 COMMITMENTS Lender Name Commitment Credit Suisse, New York Branch $795,000,000 UBS Loan Finance LLC $795,000,000 ABN AMRO Bank N.V. $795,000,000 Banco Santander Central Hispano, S.A. , acting through the New York Branch $795,000,000 BNP Paribas New York $725,000,000 Bank of America, N.A. $725,000,000 The Bank of Tokyo-Mitsubishi _____________ dt 1613725 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit Agreement: ABN AMRO BANK N.V. – AND RD JERSEY LIMITED as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CREDIT SUISSE as Administrative Agent and CREDIT SUISSE SECURITIES (USA) LLC, UBS SECURITIES LLC, ABN AMRO BANK N.V. and SANTANDER INVESTMENT SECURITIES INC. as Joint Bookrunners, Joint Lead Arrangers, Co-Syndication Agents and Co-Documentation Agents TABLE OF CONTENTS Section Page Section 1. Definitions and Rules of _____________ ABN AMRO BANK N.V. – branch, as administrative agent (together with any successor administrative agent appointed pursuant to Section 16, the Administrative Agent) for the Lenders; and CREDIT SUISSE SECURITIES (USA) LLC, UBS SECURITIES LLC, ABN AMRO BANK N.V. and SANTANDER INVESTMENT SECURITIES INC., as joint bookrunners, joint lead arrangers, co-syndication agents and co-documentation agents (collectively, the Joint Lead Arrangers). WITNESSETH: WHEREAS, pursuant to the Offer to _____________ ABN AMRO Bank N.V. – brokers of recognized standing selected by it. Fee Letter shall mean the letter dated as of August 14, 2006 among CVRD, the Joint Lead Arrangers, CS, UBS Loan Finance LLC, ABN AMRO Bank N.V. and Banco Santander Central Hispano, S.A., New York Branch. Final Purchase Date shall mean the date of acquisition of all the remaining issued and outstanding Shares not previously acquired _____________ ABN AMRO BANK N.V. – Kumar Title: Associate UBS LOAN FINANCE LLC By /s/ Richard L. Tavrow Name: Richard L. Tavrow Title: Director By /s/ Irja R. Otsa Name: Irja R. Otsa Title: Associate Director ABN AMRO BANK N.V. By /s/ Simo T. Schuster Damasceno Name: Simo T. Schuster Damasceno Title: Vice President By /s/ Conrado Lautenberg Name: Conrado Lautenberg Title: Vice President BANCO SANTANDER CENTRAL HISPANO, S. _____________ ABN AMRO BANK N.V., – Co-Syndication Agent and Co-Documentation Agent By /s/ Richard L. Tavrow Name: Richard L. Tavrow Title: Director By /s/ Irja R. Otsa Name: Irja R. Otsa Title: Associate Director ABN AMRO BANK N.V., as Joint Bookrunner, Joint Lead Arranger, Co-Syndication Agent and Co-Documentation Agent By Name: Title: By /s/ Conrado Lautenberg Name: Conrado Lautenberg Title: Vice President Portfolio Management TMT _____________ dt 1614861 ; Citibank Citibank, NA As referenced in this Credit Agreement: CITIBANK, N.A. – Name: B-164 Malsa de Oliveira Title: CALYON NEW YORK BRANCH, By /s/ Kevin Flood Name: Kevin Flood Title: Vice President By /s/ Marcello Peixoto Name: Marcello Peixoto Title: Director CITIBANK, N.A. By /s/ Michael H. Oka Name: Michael H. Oka Title: Vice President 388 Greenwich St. 20th New York, NY 10025 HSBC Bank USA, National Association By /s/ William S. _____________ Citibank, N.A. – 725,000,000 The Bank of Tokyo-Mitsubishi UFJ, Ltd. $725,000,000 Banco Bradesco S.A., Grand Cayman Branch $725,000,000 Calyon New York Branch $725,000,000 Citibank, N.A. $725,000,000 HSBC Bank USA, National Association $725,000,000 JPMorgan Chase Bank, N.A. $725,000,000 The Bank of Nova Scotia $725,000,000 Banco do _____________ dt 1616885 ;	Companhia Vale Companhia Vale do Rio Doce ( Metal Mining ) As referenced in this Credit Agreement: COMPANHIA VALE DO RIO DOCE, – EX-99.B2 2 cvrd-schtota8ex99b2_1025.htm EXECUTION COPY US$18,000,000,000 CREDIT AGREEMENT Dated as of October 25, 2006 Among COMPANHIA VALE DO RIO DOCE, CVRD USA CORP. AND RD JERSEY LIMITED as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CREDIT SUISSE as Administrative Agent and CREDIT SUISSE SECURITIES (USA) _____________ COMPANHIA VALE DO RIO DOCE, – F-3 Form of Opinion of Ogier Exhibit G Form of Solvency Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (this Agreement) is made as of October 25, 2006 by and among: COMPANHIA VALE DO RIO DOCE, a company duly organized and validly existing under the laws of the Federative Republic of Brazil, with its head office located at Av. Graa Aranha 26, 13o floor, in _____________ COMPANHIA VALE DO RIO DOCE, – own confidential information. [SIGNATURES BEGIN ON FOLLOWING PAGE] 51 IN WITNESS WHEREOF, each of the parties has executed this Agreement in English as of the date first above written herein. COMPANHIA VALE DO RIO DOCE, as Borrower By: /s/ Sonia Zagury By: /s/ Marcio Felipe Milheiro Aigner Name: Name: Title: Title: CVRD USA CORP., as Borrower By: /s/ Sonia Zagury By: /s/ Marcio Felipe _____________ COMPANHIA VALE DO RIO DOCE, – 0.3 Total Global 991.7 SCHEDULE 4 OFFER CONDITIONS None. EXHIBIT A FORM OF PROMISSORY NOTE PROMISSORY NOTE US$ [_______] Place: [_______] Dated as of: [_______] FOR VALUE RECEIVED, COMPANHIA VALE DO RIO DOCE, a company duly organized and validly existing under the laws of Federative Republic of Brazil (CVRD), CVRD USA Corp., a corporation duly organized and validly existing under the laws _____________ COMPANHIA VALE DO RIO DOCE – STATE OF NEW YORK, UNITED STATES OF AMERICA. Exhibit A IN WITNESS WHEREOF, each undersigned has executed this Promissory Note in English as of the date first above written herein. COMPANHIA VALE DO RIO DOCE By: ____________________________ By: ___________________________ Name: Name: Title: Title: CVRD USA CORP. By: ____________________________ By: ___________________________ Name: Name: Title: Title: RD JERSEY LIMITED By: ____________________________ By: ___________________________ Name: Name: Title: _____________ dt 1662307 ; Inco Inco Ltd. ( Metal Mining ) As referenced in this Credit Agreement: Inco Limited, – and a wholly-owned indirect Subsidiary (as hereinafter defined) of CVRD, has made an offer (the Take-Over Bid) to acquire all of the issued and outstanding common shares of Inco Limited, a corporation organized and existing under the laws of Canada (Inco) (such shares being hereinafter referred to as the Shares); and WHEREAS, the Borrowers have requested that the Lenders _____________ dt 1655063 ; More...
Preview Full Doc	2006	Credit Agreement Credit Agreement (266K) Doc #2574497: Click preview link for longer preview. US$18,000,000,000 CREDIT AGREEMENT Dated as of October 25, 2006 Among COMPANHIA VALE DO RIO DOCE, CVRD USA CORP. AND RD JERSEY LIMITED as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CREDIT SUISSE as Administrative Agent and CREDIT SUISSE SECURITIES (USA) LLC, UBS SECURITIES LLC, ABN AMRO BANK N.V. and SANTANDER INVESTMENT SECURITIES INC. as Joint Bookrunners, Joint Lead Arrangers, Co-Syndication Agents and Co-Documentation Agents TABLE OF CONTENTS Section Page Section . . . 2574497	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Credit Agreement: Banco Santander Central Hispano, S.A. – it. Fee Letter shall mean the letter dated as of August 14, 2006 among CVRD, the Joint Lead Arrangers, CS, UBS Loan Finance LLC, ABN AMRO Bank N.V. and Banco Santander Central Hispano, S.A. , New York Branch. Final Purchase Date shall mean the date of acquisition of all the remaining issued and outstanding Shares not previously acquired by CVRD through the Offeror or _____________ BANCO SANTANDER CENTRAL HISPANO, S.A. – Director ABN AMRO BANK N.V. By /s/ Simo T. Schuster Damasceno Name: Simo T. Schuster Damasceno Title: Vice President By /s/ Conrado Lautenberg Name: Conrado Lautenberg Title: Vice President BANCO SANTANDER CENTRAL HISPANO, S.A. , acting through the New York Branch By /s/ Jesus Lopez Name: Jesus Lopez Title: Vice President By /s/ Ramn E. Coln Navarro Name: Ramn E. Coln Navarro Title: Vice _____________ Banco Santander Central Hispano, S.A. – President SCHEDULE 1 COMMITMENTS Lender Name Commitment Credit Suisse, New York Branch $795,000,000 UBS Loan Finance LLC $795,000,000 ABN AMRO Bank N.V. $795,000,000 Banco Santander Central Hispano, S.A. , acting through the New York Branch $795,000,000 BNP Paribas New York $725,000,000 Bank of America, N.A. $725,000,000 The Bank of Tokyo-Mitsubishi _____________ dt 1613726 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit Agreement: ABN AMRO BANK N.V. – AND RD JERSEY LIMITED as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CREDIT SUISSE as Administrative Agent and CREDIT SUISSE SECURITIES (USA) LLC, UBS SECURITIES LLC, ABN AMRO BANK N.V. and SANTANDER INVESTMENT SECURITIES INC. as Joint Bookrunners, Joint Lead Arrangers, Co-Syndication Agents and Co-Documentation Agents TABLE OF CONTENTS Section Page Section 1. Definitions and Rules of _____________ ABN AMRO BANK N.V. – branch, as administrative agent (together with any successor administrative agent appointed pursuant to Section 16, the Administrative Agent) for the Lenders; and CREDIT SUISSE SECURITIES (USA) LLC, UBS SECURITIES LLC, ABN AMRO BANK N.V. and SANTANDER INVESTMENT SECURITIES INC., as joint bookrunners, joint lead arrangers, co-syndication agents and co-documentation agents (collectively, the Joint Lead Arrangers). WITNESSETH: WHEREAS, pursuant to the Offer to _____________ ABN AMRO Bank N.V. – brokers of recognized standing selected by it. Fee Letter shall mean the letter dated as of August 14, 2006 among CVRD, the Joint Lead Arrangers, CS, UBS Loan Finance LLC, ABN AMRO Bank N.V. and Banco Santander Central Hispano, S.A., New York Branch. Final Purchase Date shall mean the date of acquisition of all the remaining issued and outstanding Shares not previously acquired _____________ ABN AMRO BANK N.V. – Kumar Title: Associate UBS LOAN FINANCE LLC By /s/ Richard L. Tavrow Name: Richard L. Tavrow Title: Director By /s/ Irja R. Otsa Name: Irja R. Otsa Title: Associate Director ABN AMRO BANK N.V. By /s/ Simo T. Schuster Damasceno Name: Simo T. Schuster Damasceno Title: Vice President By /s/ Conrado Lautenberg Name: Conrado Lautenberg Title: Vice President BANCO SANTANDER CENTRAL HISPANO, S. _____________ ABN AMRO BANK N.V., – Co-Syndication Agent and Co-Documentation Agent By /s/ Richard L. Tavrow Name: Richard L. Tavrow Title: Director By /s/ Irja R. Otsa Name: Irja R. Otsa Title: Associate Director ABN AMRO BANK N.V., as Joint Bookrunner, Joint Lead Arranger, Co-Syndication Agent and Co-Documentation Agent By Name: Title: By /s/ Conrado Lautenberg Name: Conrado Lautenberg Title: Vice President Portfolio Management TMT _____________ dt 1614862 ; Citibank Citibank, NA As referenced in this Credit Agreement: CITIBANK, N.A. – Name: B-164 Malsa de Oliveira Title: CALYON NEW YORK BRANCH, By /s/ Kevin Flood Name: Kevin Flood Title: Vice President By /s/ Marcello Peixoto Name: Marcello Peixoto Title: Director CITIBANK, N.A. By /s/ Michael H. Oka Name: Michael H. Oka Title: Vice President 388 Greenwich St. 20th New York, NY 10025 HSBC Bank USA, National Association By /s/ William S. _____________ Citibank, N.A. – 725,000,000 The Bank of Tokyo-Mitsubishi UFJ, Ltd. $725,000,000 Banco Bradesco S.A., Grand Cayman Branch $725,000,000 Calyon New York Branch $725,000,000 Citibank, N.A. $725,000,000 HSBC Bank USA, National Association $725,000,000 JPMorgan Chase Bank, N.A. $725,000,000 The Bank of Nova Scotia $725,000,000 Banco do _____________ dt 1616886 ;	Companhia Vale Companhia Vale do Rio Doce ( Metal Mining ) As referenced in this Credit Agreement: COMPANHIA VALE DO RIO DOCE, – EX-99.B2 2 cvrd-schtota8ex99b2_1025.htm EXECUTION COPY US$18,000,000,000 CREDIT AGREEMENT Dated as of October 25, 2006 Among COMPANHIA VALE DO RIO DOCE, CVRD USA CORP. AND RD JERSEY LIMITED as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CREDIT SUISSE as Administrative Agent and CREDIT SUISSE SECURITIES (USA) _____________ COMPANHIA VALE DO RIO DOCE, – F-3 Form of Opinion of Ogier Exhibit G Form of Solvency Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (this Agreement) is made as of October 25, 2006 by and among: COMPANHIA VALE DO RIO DOCE, a company duly organized and validly existing under the laws of the Federative Republic of Brazil, with its head office located at Av. Graa Aranha 26, 13o floor, in _____________ COMPANHIA VALE DO RIO DOCE, – own confidential information. [SIGNATURES BEGIN ON FOLLOWING PAGE] 51 IN WITNESS WHEREOF, each of the parties has executed this Agreement in English as of the date first above written herein. COMPANHIA VALE DO RIO DOCE, as Borrower By: /s/ Sonia Zagury By: /s/ Marcio Felipe Milheiro Aigner Name: Name: Title: Title: CVRD USA CORP., as Borrower By: /s/ Sonia Zagury By: /s/ Marcio Felipe _____________ COMPANHIA VALE DO RIO DOCE, – 0.3 Total Global 991.7 SCHEDULE 4 OFFER CONDITIONS None. EXHIBIT A FORM OF PROMISSORY NOTE PROMISSORY NOTE US$ [_______] Place: [_______] Dated as of: [_______] FOR VALUE RECEIVED, COMPANHIA VALE DO RIO DOCE, a company duly organized and validly existing under the laws of Federative Republic of Brazil (CVRD), CVRD USA Corp., a corporation duly organized and validly existing under the laws _____________ COMPANHIA VALE DO RIO DOCE – STATE OF NEW YORK, UNITED STATES OF AMERICA. Exhibit A IN WITNESS WHEREOF, each undersigned has executed this Promissory Note in English as of the date first above written herein. COMPANHIA VALE DO RIO DOCE By: ____________________________ By: ___________________________ Name: Name: Title: Title: CVRD USA CORP. By: ____________________________ By: ___________________________ Name: Name: Title: Title: RD JERSEY LIMITED By: ____________________________ By: ___________________________ Name: Name: Title: _____________ dt 1662308 ; FelCor Lodging FelCor Lodging Trust Inc. ( Real Estate ) ; More...
Preview Full Doc	2006	Credit Agreement Credit Agreement (266K) Doc #2574862: Click preview link for longer preview. US$18,000,000,000 CREDIT AGREEMENT Dated as of October 25, 2006 Among COMPANHIA VALE DO RIO DOCE, CVRD USA CORP. AND RD JERSEY LIMITED as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CREDIT SUISSE as Administrative Agent and CREDIT SUISSE SECURITIES (USA) LLC, UBS SECURITIES LLC, ABN AMRO BANK N.V. and SANTANDER INVESTMENT SECURITIES INC. as Joint Bookrunners, Joint Lead Arrangers, Co-Syndication Agents and Co-Documentation Agents TABLE OF CONTENTS Section Page Section . . . 2574862	Banco Santander Banco Santander Central Hispano SA ( Money Center Banks ) As referenced in this Credit Agreement: Banco Santander Central Hispano, S.A. – it. Fee Letter shall mean the letter dated as of August 14, 2006 among CVRD, the Joint Lead Arrangers, CS, UBS Loan Finance LLC, ABN AMRO Bank N.V. and Banco Santander Central Hispano, S.A. , New York Branch. Final Purchase Date shall mean the date of acquisition of all the remaining issued and outstanding Shares not previously acquired by CVRD through the Offeror or _____________ BANCO SANTANDER CENTRAL HISPANO, S.A. – Director ABN AMRO BANK N.V. By /s/ Simo T. Schuster Damasceno Name: Simo T. Schuster Damasceno Title: Vice President By /s/ Conrado Lautenberg Name: Conrado Lautenberg Title: Vice President BANCO SANTANDER CENTRAL HISPANO, S.A. , acting through the New York Branch By /s/ Jesus Lopez Name: Jesus Lopez Title: Vice President By /s/ Ramn E. Coln Navarro Name: Ramn E. Coln Navarro Title: Vice _____________ Banco Santander Central Hispano, S.A. – President SCHEDULE 1 COMMITMENTS Lender Name Commitment Credit Suisse, New York Branch $795,000,000 UBS Loan Finance LLC $795,000,000 ABN AMRO Bank N.V. $795,000,000 Banco Santander Central Hispano, S.A. , acting through the New York Branch $795,000,000 BNP Paribas New York $725,000,000 Bank of America, N.A. $725,000,000 The Bank of Tokyo-Mitsubishi _____________ dt 1613727 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this Credit Agreement: ABN AMRO BANK N.V. – AND RD JERSEY LIMITED as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CREDIT SUISSE as Administrative Agent and CREDIT SUISSE SECURITIES (USA) LLC, UBS SECURITIES LLC, ABN AMRO BANK N.V. and SANTANDER INVESTMENT SECURITIES INC. as Joint Bookrunners, Joint Lead Arrangers, Co-Syndication Agents and Co-Documentation Agents TABLE OF CONTENTS Section Page Section 1. Definitions and Rules of _____________ ABN AMRO BANK N.V. – branch, as administrative agent (together with any successor administrative agent appointed pursuant to Section 16, the Administrative Agent) for the Lenders; and CREDIT SUISSE SECURITIES (USA) LLC, UBS SECURITIES LLC, ABN AMRO BANK N.V. and SANTANDER INVESTMENT SECURITIES INC., as joint bookrunners, joint lead arrangers, co-syndication agents and co-documentation agents (collectively, the Joint Lead Arrangers). WITNESSETH: WHEREAS, pursuant to the Offer to _____________ ABN AMRO Bank N.V. – brokers of recognized standing selected by it. Fee Letter shall mean the letter dated as of August 14, 2006 among CVRD, the Joint Lead Arrangers, CS, UBS Loan Finance LLC, ABN AMRO Bank N.V. and Banco Santander Central Hispano, S.A., New York Branch. Final Purchase Date shall mean the date of acquisition of all the remaining issued and outstanding Shares not previously acquired _____________ ABN AMRO BANK N.V. – Kumar Title: Associate UBS LOAN FINANCE LLC By /s/ Richard L. Tavrow Name: Richard L. Tavrow Title: Director By /s/ Irja R. Otsa Name: Irja R. Otsa Title: Associate Director ABN AMRO BANK N.V. By /s/ Simo T. Schuster Damasceno Name: Simo T. Schuster Damasceno Title: Vice President By /s/ Conrado Lautenberg Name: Conrado Lautenberg Title: Vice President BANCO SANTANDER CENTRAL HISPANO, S. _____________ ABN AMRO BANK N.V., – Co-Syndication Agent and Co-Documentation Agent By /s/ Richard L. Tavrow Name: Richard L. Tavrow Title: Director By /s/ Irja R. Otsa Name: Irja R. Otsa Title: Associate Director ABN AMRO BANK N.V., as Joint Bookrunner, Joint Lead Arranger, Co-Syndication Agent and Co-Documentation Agent By Name: Title: By /s/ Conrado Lautenberg Name: Conrado Lautenberg Title: Vice President Portfolio Management TMT _____________ dt 1614863 ; Citibank Citibank, NA As referenced in this Credit Agreement: CITIBANK, N.A. – Name: B-164 Malsa de Oliveira Title: CALYON NEW YORK BRANCH, By /s/ Kevin Flood Name: Kevin Flood Title: Vice President By /s/ Marcello Peixoto Name: Marcello Peixoto Title: Director CITIBANK, N.A. By /s/ Michael H. Oka Name: Michael H. Oka Title: Vice President 388 Greenwich St. 20th New York, NY 10025 HSBC Bank USA, National Association By /s/ William S. _____________ Citibank, N.A. – 725,000,000 The Bank of Tokyo-Mitsubishi UFJ, Ltd. $725,000,000 Banco Bradesco S.A., Grand Cayman Branch $725,000,000 Calyon New York Branch $725,000,000 Citibank, N.A. $725,000,000 HSBC Bank USA, National Association $725,000,000 JPMorgan Chase Bank, N.A. $725,000,000 The Bank of Nova Scotia $725,000,000 Banco do _____________ dt 1616887 ;	Companhia Vale Companhia Vale do Rio Doce ( Metal Mining ) As referenced in this Credit Agreement: COMPANHIA VALE DO RIO DOCE, – EX-99.B2 2 cvrd-schtota8ex99b2_1025.htm EXECUTION COPY US$18,000,000,000 CREDIT AGREEMENT Dated as of October 25, 2006 Among COMPANHIA VALE DO RIO DOCE, CVRD USA CORP. AND RD JERSEY LIMITED as Borrowers and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CREDIT SUISSE as Administrative Agent and CREDIT SUISSE SECURITIES (USA) _____________ COMPANHIA VALE DO RIO DOCE, – F-3 Form of Opinion of Ogier Exhibit G Form of Solvency Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (this Agreement) is made as of October 25, 2006 by and among: COMPANHIA VALE DO RIO DOCE, a company duly organized and validly existing under the laws of the Federative Republic of Brazil, with its head office located at Av. Graa Aranha 26, 13o floor, in _____________ COMPANHIA VALE DO RIO DOCE, – own confidential information. [SIGNATURES BEGIN ON FOLLOWING PAGE] 51 IN WITNESS WHEREOF, each of the parties has executed this Agreement in English as of the date first above written herein. COMPANHIA VALE DO RIO DOCE, as Borrower By: /s/ Sonia Zagury By: /s/ Marcio Felipe Milheiro Aigner Name: Name: Title: Title: CVRD USA CORP., as Borrower By: /s/ Sonia Zagury By: /s/ Marcio Felipe _____________ COMPANHIA VALE DO RIO DOCE, – 0.3 Total Global 991.7 SCHEDULE 4 OFFER CONDITIONS None. EXHIBIT A FORM OF PROMISSORY NOTE PROMISSORY NOTE US$ [_______] Place: [_______] Dated as of: [_______] FOR VALUE RECEIVED, COMPANHIA VALE DO RIO DOCE, a company duly organized and validly existing under the laws of Federative Republic of Brazil (CVRD), CVRD USA Corp., a corporation duly organized and validly existing under the laws _____________ COMPANHIA VALE DO RIO DOCE – STATE OF NEW YORK, UNITED STATES OF AMERICA. Exhibit A IN WITNESS WHEREOF, each undersigned has executed this Promissory Note in English as of the date first above written herein. COMPANHIA VALE DO RIO DOCE By: ____________________________ By: ___________________________ Name: Name: Title: Title: CVRD USA CORP. By: ____________________________ By: ___________________________ Name: Name: Title: Title: RD JERSEY LIMITED By: ____________________________ By: ___________________________ Name: Name: Title: _____________ dt 1662309 ; Ft 553 Ft 553 ; More...

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