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Preview Full Doc	2001	120-Day Credit Agreement 120-Day Credit Agreement (218K) Doc #975530: Click preview link for longer preview. EXECUTION AGREEMENT U.S. $200,000,000 120-DAY CREDIT AGREEMENT Dated as of May 29, 2001 Among YORK INTERNATIONAL CORPORATION as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and . . . 975530	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 120-Day Credit Agreement: CHASE MANHATTAN BANK – Dated as of May 29, 2001 Among YORK INTERNATIONAL CORPORATION as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CITIBANK, N.A. as Administrative Agent and THE CHASE MANHATTAN BANK as Syndication Agent and BANK OF TOKYO-MITSUBISHI FIRST UNION NATIONAL BANK and FLEET NATIONAL BANK as Documentation Agents and J.P. MORGAN SECURITIES, INC. and SALOMON SMITH BARNEY _____________ CHASE MANHATTAN BANK, – and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, CITIBANK, N.A. ("Citibank"), as the administrative agent (the "Agent") for the Lenders (as hereinafter defined), THE CHASE MANHATTAN BANK, as syndication agent, BANK OF TOKYO-MITSUBISHI and FIRST UNION NATIONAL BANK, as documentation agents, and JP MORGAN SECURITIES, INC. and SALOMON SMITH BARNEY INC., as joint lead arrangers _____________ Chase Manhattan Bank – of which is such Lender's Revolving Credit Commitment at such time and the denominator of which is the Revolving Credit Facility at such time. "Reference Banks" means Citibank, The Chase Manhattan Bank and First Union National Bank. "Register" has the meaning specified in Section 8.07(d). "Required Lenders" means at any time Lenders owed at least a majority in interest of _____________ CHASE MANHATTAN BANK – CITIBANK, N.A., as Administrative Agent By __________________________ Title: Commitment Administrative Agent $80,000,000.00 CITIBANK, N.A. By _______________________ Name: Title: Syndication Agent $80,000,000.00 THE CHASE MANHATTAN BANK By _______________________ Name: Title: Documentation Agents $20,000,000.00 THE BANK OF TOKYO-MITSUBISHI COMPANY By _______________________ Name: Title: $20,000,000.00 FIRST UNION NATIONAL BANK By _____________ Chase Manhattan Bank – York, NY 10020 New York, NY 10020 Attn: Fredrick Leone Attn: Fredrick Leone T: 212 782-4637 T: 212 782-4637 F: 212 783-6420 F: 212 783-6420 The Chase Manhattan Bank 270 Park Avenue, 47th Floor 270 Park Avenue, 47th Floor New York, NY 10017 New York, NY 10017 Attn: Randolph Cates Attn: Randolph Cates T: 212 270-8997 T: _____________ dt 1426219 ; Citibank Citibank, NA As referenced in this 120-Day Credit Agreement: CITIBANK, N.A. – S. $200,000,000 120-DAY CREDIT AGREEMENT Dated as of May 29, 2001 Among YORK INTERNATIONAL CORPORATION as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CITIBANK, N.A. as Administrative Agent and THE CHASE MANHATTAN BANK as Syndication Agent and BANK OF TOKYO-MITSUBISHI FIRST UNION NATIONAL BANK and FLEET NATIONAL BANK as Documentation Agents and J. _____________ CITIBANK, N.A. – as of May 29, 2001 YORK INTERNATIONAL CORPORATION, a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, CITIBANK, N.A. ("Citibank"), as the administrative agent (the "Agent") for the Lenders (as hereinafter defined), THE CHASE MANHATTAN BANK, as syndication agent, BANK OF TOKYO-MITSUBISHI and FIRST UNION NATIONAL BANK, _____________ CITIBANK, N.A. – the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. YORK INTERNATIONAL CORPORATION By __________________________ Title: CITIBANK, N.A. , as Administrative Agent By __________________________ Title: Commitment Administrative Agent $80,000,000.00 CITIBANK, N.A. By _______________________ Name: Title: Syndication Agent $80,000,000.00 THE CHASE MANHATTAN _____________ CITIBANK, N.A. – authorized, as of the date first above written. YORK INTERNATIONAL CORPORATION By __________________________ Title: CITIBANK, N.A., as Administrative Agent By __________________________ Title: Commitment Administrative Agent $80,000,000.00 CITIBANK, N.A. By _______________________ Name: Title: Syndication Agent $80,000,000.00 THE CHASE MANHATTAN BANK By _______________________ Name: Title: Documentation Agents $20,000,000.00 THE BANK OF TOKYO-MITSUBISHI _____________ Citibank, N.A. – New York, NY 10017 New York, NY 10017 Attn: Randolph Cates Attn: Randolph Cates T: 212 270-8997 T: 212 270-8997 F: 212 270-6041 F: 212 270-6041 Citibank, N.A. Two Penns Way, Suite 200 Two Penns Way, Suite 200 New Castle, DE 19720 New Castle, DE 19720 Attn: Bilal Aman Attn: Bilal Aman T: 302 894-6013 T: _____________ dt 1478989 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this 120-Day Credit Agreement: McGraw-Hill Companies, Inc – evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Revolving Credit Advances made by such Lender. "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc . "Single Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or any ERISA _____________ dt 1516944 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this 120-Day Credit Agreement: Bank of New York – the three-week period ending on the previous Friday by Citibank on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank from three New York certificate of deposit dealers of recognized _____________ Bank of New York, – System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by _____________ dt 1585487 ; CIBC Canadian Imperial Bank of Commerce ( Regional Banks ) As referenced in this 120-Day Credit Agreement: Canadian Imperial Bank of Commerce, – repaid or prepaid in full all amounts outstanding under (A) the Amended and Restated Credit Agreement dated as of July 21, 1995 among the Borrower, the lenders parties thereto and Canadian Imperial Bank of Commerce, as agent, and (B) the 364-Day Revolving Credit Agreement dated as of June 3, 1999 among the Borrower, the lenders parties thereto and Canadian Imperial Bank of Commerce, _____________ Canadian Imperial Bank of Commerce, – and Canadian Imperial Bank of Commerce, as agent, and (B) the 364-Day Revolving Credit Agreement dated as of June 3, 1999 among the Borrower, the lenders parties thereto and Canadian Imperial Bank of Commerce, as agent. By execution of this Agreement, each of the Lenders that is a lender under either of the credit agreements referred to in clause (iii) above hereby waives _____________ dt 1372527 ; More...
Preview Full Doc	2001	180-Day Credit Agreement 180-Day Credit Agreement (204K) Doc #1478287: Click preview link for longer preview. Euro 350,000,000 180-DAY CREDIT AGREEMENT dated as of MAY 22, 2001 among LIZ CLAIBORNE, INC. The Lenders Party Hereto and CITICORP NORTH AMERICA, INC., as Administrative Agent and . . . 1478287	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 180-Day Credit Agreement: CHASE MANHATTAN BANK – 000,000 180-DAY CREDIT AGREEMENT dated as of MAY 22, 2001 among LIZ CLAIBORNE, INC. The Lenders Party Hereto and CITICORP NORTH AMERICA, INC., as Administrative Agent and THE CHASE MANHATTAN BANK As Syndication Agent ------------------------------------------------- SALOMON SMITH BARNEY INC. as Sole Lead Arranger and Book Runner and J.P. MORGAN SECURITIES INC. as Co-Arranger <PAGE> Table of Contents _____________ CHASE MANHATTAN BANK, – 6.05(ii) - Company's Investment Policy iii <PAGE> 180-DAY CREDIT AGREEMENT dated as of May 22, 2001, among LIZ CLAIBORNE, INC., the LENDERS party hereto, THE CHASE MANHATTAN BANK, as syndication agent, and CITICORP NORTH AMERICA, INC., as Administrative Agent. The parties hereto agree as follows: ARTICLE I Definitions SECTION 1.01. DEFINED TERMS. As used in this _____________ Chase Manhattan Bank – for any day, the rate per annum which is the average of the rates quoted at approximately 10:00 A.M. (London time) by Citicorp North America, Inc. and The Chase Manhattan Bank (or their respective affiliates) for the offering of overnight deposits in Euro. "EUROCURRENCY", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the _____________ Chase Manhattan Bank – 50% of the sum of the total Revolving Credit 10 <PAGE> Exposures and unused Commitments at such time, PROVIDED, that each of Citicorp North America, Inc. and The Chase Manhattan Bank shall be included in the "Required Lenders" so long as it has Revolving Credit Exposure and unused Commitment representing not less than 25% of the sum of the total Revolving _____________ CHASE MANHATTAN BANK – Vill Title: VP - Treasury, Investor Relations and Treasurer CITICORP NORTH AMERICA, INC., individually and as Administrative Agent By /s/ Steven R. Victorin --------------------------------------- Name: Steven R. Victorin Title: Vice President THE CHASE MANHATTAN BANK By /s/ Thomas H. Bell --------------------------------------- Name: Thomas H. Bell Title: Vice President 51 </TEXT> </DOCUMENT> _____________ dt 1427134 ; Citibank Citibank, NA As referenced in this 180-Day Credit Agreement: Citibank, N.A. – may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with Euros at Citibank, N.A. 's principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. (b) If for the purposes _____________ Citibank, N.A. – may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Euros with Dollars at Citibank, N.A. 's principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. (c) The obligation of the _____________ dt 1479957 ; Citicorp Citicorp North America, Inc. As referenced in this 180-Day Credit Agreement: CITICORP NORTH AMERICA, INC – 10.1 <TEXT> EXECUTION COPY Euro 350,000,000 180-DAY CREDIT AGREEMENT dated as of MAY 22, 2001 among LIZ CLAIBORNE, INC. The Lenders Party Hereto and CITICORP NORTH AMERICA, INC ., as Administrative Agent and THE CHASE MANHATTAN BANK As Syndication Agent ------------------------------------------------- SALOMON SMITH BARNEY INC. as Sole Lead Arranger and Book Runner and J.P. MORGAN SECURITIES INC. as _____________ CITICORP NORTH AMERICA, INC – iii <PAGE> 180-DAY CREDIT AGREEMENT dated as of May 22, 2001, among LIZ CLAIBORNE, INC., the LENDERS party hereto, THE CHASE MANHATTAN BANK, as syndication agent, and CITICORP NORTH AMERICA, INC ., as Administrative Agent. The parties hereto agree as follows: ARTICLE I Definitions SECTION 1.01. DEFINED TERMS. As used in this Agreement, the following terms have the meanings specified _____________ Citicorp North America, Inc – or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. "ADMINISTRATIVE AGENT" means Citicorp North America, Inc ., in its capacity as administrative agent for the Lenders hereunder. "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative Questionnaire in a form supplied by the Administrative Agent. "AFFILIATE" means, with respect to _____________ Citicorp North America, Inc – EMU legislation. "EURO REFERENCE RATE" means, for any day, the rate per annum which is the average of the rates quoted at approximately 10:00 A.M. (London time) by Citicorp North America, Inc . and The Chase Manhattan Bank (or their respective affiliates) for the offering of overnight deposits in Euro. "EUROCURRENCY", when used in reference to any Loan or Borrowing, refers to _____________ Citicorp North America, Inc – and unused Commitments representing more than 50% of the sum of the total Revolving Credit 10 <PAGE> Exposures and unused Commitments at such time, PROVIDED, that each of Citicorp North America, Inc . and The Chase Manhattan Bank shall be included in the "Required Lenders" so long as it has Revolving Credit Exposure and unused Commitment representing not less than 25% of _____________ dt 1418259 ;	Claiborne LIZ Claiborne LIZ Inc ; Liz Claiborne Liz Claiborne, Inc. ( Apparel & Accessories ) As referenced in this 180-Day Credit Agreement: LIZ CLAIBORNE, INC – gt;exhibit10-1523.txt <DESCRIPTION>EXHIBIT 10.1 <TEXT> EXECUTION COPY Euro 350,000,000 180-DAY CREDIT AGREEMENT dated as of MAY 22, 2001 among LIZ CLAIBORNE, INC . The Lenders Party Hereto and CITICORP NORTH AMERICA, INC., as Administrative Agent and THE CHASE MANHATTAN BANK As Syndication Agent ------------------------------------------------- SALOMON SMITH BARNEY INC. as Sole Lead Arranger and _____________ LIZ CLAIBORNE, INC – Liens Schedule 6.05(i) - Existing Investments Schedule 6.05(ii) - Company's Investment Policy iii <PAGE> 180-DAY CREDIT AGREEMENT dated as of May 22, 2001, among LIZ CLAIBORNE, INC ., the LENDERS party hereto, THE CHASE MANHATTAN BANK, as syndication agent, and CITICORP NORTH AMERICA, INC., as Administrative Agent. The parties hereto agree as follows: ARTICLE I Definitions SECTION _____________ Liz Claiborne, Inc – Lender's Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable. "COMPANY" means Liz Claiborne, Inc ., a Delaware corporation. "CONDUIT LENDER" means any special purpose corporation organized and administered by any Lender for the purpose of making Loans hereunder otherwise required to be made by _____________ Liz Claiborne, Inc – and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows: (a) if to the Company, to it at Liz Claiborne, Inc ., One Claiborne Avenue, North Bergen, New Jersey 07047, Attention of Robert Vill (Facsimile No. 201-295-7825); (b) if to the Administrative Agent, to Citicorp North America, Inc., Two _____________ LIZ CLAIBORNE, INC – THIS SECTION. 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. LIZ CLAIBORNE, INC . By /s/ Robert J. Vill --------------------------------------- Name: Robert J. Vill Title: VP - Treasury, Investor Relations and Treasurer CITICORP NORTH AMERICA, INC., individually and as Administrative Agent By /s/ Steven R. _____________ dt 1338805 ; More...
Preview Full Doc	2000	364-Day Bank Credit Agreement [Amended and Restated] 364-Day Bank Credit Agreement [Amended and Restated] (193K) Doc #215234: Click preview link for longer preview. AMENDED AND RESTATED 364-DAY BANK CREDIT AGREEMENT among THE BOEING COMPANY and the Subsidiaries which are or shall become party hereto, as Borrower THE BANKS PARTY HERETO CITIBANK, N.A., as Administrative Agent and THE CHASE MANHATTAN BANK, as Syndication Agent and SALOMON SMITH BARNEY INC. and CHASE SECURITIES, INC. as Joint Lead Arrangers and Joint Book Managers dated as of September 29, 1999 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} ARTICLE 1 {S} {C} {C} Section Page Section 1.02. Use of Defined Terms.....................................................................80 Section 1.03. Accounting Terms.........................................................................81 ARTICLE 2 Section 2.01. The A Advances...........................................................................81 Section 2.02. Making the A Advances....................................................................82 Section 2.03. Conversion to Term Loan, Repayment.......................................................85 Section 2.04. Interest Rate on A Advances..............................................................86 Section 2.05. The B Advances............................................................................86 Section 2.06. Fees.....................................................................................94 Section 2.07. [intentionally omitted.].................................................................95 Section 2.08. Reduction of the Commitments.............................................................95 Section 2.09. Additional Interest on Eurodollar Rate A Advances........................................96 Section 2.10. Eurodollar Interest Rate Determination...................................................97 Section 2.11. Voluntary Conversion of A Advances.......................................................99 Section 2.12. Prepayments.............................................................................100 Section 2.13. Increases in Costs......................................................................102 Section 2.14. Illegality..............................................................................108 Section 2.15. Payments and Computations...............................................................109 Section 2.16. Sharing of Payments, Etc................................................................111 Section 2.17. Alteration of Commitments and Addition of Banks.........................................112 Section 2.18. Assignments; Sales of Participations and Other Interests in Notes........................114 Section 2.19. Extension of Termination Date...........................................................120 Section 2.20. Subsidiary Borrowers....................................................................122 ARTICLE 3 Section 3.01. Representations and Warranties by the Borrowers.........................................126 Section 3.02. Representation by the Banks.............................................................128 ARTICLE 4 Section 4.01. Affirmative Covenants of TBC............................................................129 Section 4.02. General Negative Covenants of TBC.......................................................131 Section 4.03. Financial Statement Terms...............................................................133 Section 4.04. Waivers of Covenants....................................................................134 ARTICLE 5 Section 5.01. Conditions Precedent to the Initial Borrowing of TBC....................................135 Section 5.02. Conditions Precedent to Each A Borrowing of TBC.........................................136 Section 5.03. Conditions Precedent to Each B Borrowing of TBC.........................................137 Section 5.04. Conditions Precedent to the Initial Borrowing of a Subsidiary Borrower..................139 Section 5.05. Conditions Precedent to Each A Borrowing of a Subsidiary Borrower.......................141 Section 5.06. Conditions Precedent to Each B Borrowing of a Subsidiary Borrower.......................142 ARTICLE 6 Section 6.01. Events of Default.......................................................................145 ARTICLE 7 Section 7.01. Authorization and Action................................................................149 Section 7.02. Administrative Agent's Reliance, Etc....................................................150 Section 7.03. Citibank, N.A. and its Affiliates.......................................................151 Section 7.04. Bank Credit Decision....................................................................151 Section 7.05. Indemnification.........................................................................152 Section 7.06. Successor Administrative Agent..........................................................153 Section 7.07. Certain Obligations May be Performed by Affiliates......................................154 ARTICLE 8 Section 8.01. Modification, Consents and Waivers......................................................154 Section 8.02. Addresses for Notices...................................................................156 Section 8.03. Costs, Expenses and Taxes...............................................................156 Section 8.04. Binding Effect..........................................................................157 Section 8.05. Severability............................................................................157 Section 8.06. Governing Law...........................................................................157 Section 8.07. Headings................................................................................158 Section 8.08. Execution in Counterparts...............................................................159 Section 8.09. Right of Set-Off........................................................................159 Section 8.10. Agreement in Effect.....................................................................160 Exhibit A-1 - Base Rate Advance A Note Exhibit A-2 - Eurodollar Rate A Note Exhibit A-3 - Fixed Rate B Note Exhibit A-4 - Eurodollar Rate B Note Exhibit B-1 - Notice of A Borrowing Exhibit B-2 - Notice of B Borrowing Exhibit C - Request for Alteration Exhibit D - Borrower Subsidiary Letter Exhibit E - Extension Request Exhibit F - Continuation Note Exhibit G - Opinion of Chief Legal Officer of Borrower Exhibit H - Opinion of Counsel for Administrative Agent Exhibit I - Opinion of in-house counsel to Subsidiary Borrower Exhibit J - Guaranty of TBC Schedule I - Commitments {/TABLE} {PAGE} THIS BANK CREDIT AGREEMENT (the "Agreement") dated as of September 29, 1999, is by and among: THE BOEING COMPANY, a Delaware corporation ("TBC" or the "Company"); the BORROWERS (as defined below); the BANKS (as defined below); CITIBANK, N.A., in its capacity as administrative agent for the Banks (in such capacity, the "Administrative Agent"); and THE CHASE MANHATTAN BANK, in its capacity as syndication agent for the Banks (in such capacity, the "Syndication Agent"). RECITALS TBC is party to an Amended and Restated 364-Day Bank Credit Agreement dated as of September 30, 1998 (the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto and Citibank, N.A., as Administrative Agent for the Banks and such other lenders. The parties to this Amendment and Restatement desire to amend the Existing Credit Agreement in its entirety to read as set forth below: ARTICLE 1 Definitions Section 1.01. Definitions. As used in this Agreement, the following terms shall have the meanings set out respectively after each: "A Advance"--An advance made by a Bank to a Borrower as part of an A Borrowing and refers to a Base Rate Advance or a Eurodollar Rate A Advance, each of which shall be a "Type" of A Advance. "A Borrowing"--A borrowing consisting of simultaneous A Advances of the same Type made by each of the Banks pursuant to Section 2.01. "A Note"--A promissory note of a Borrower payable to the order of any Bank, in substantially the form of Exhibit A-1 or A-2 hereto, evidencing the indebtedness of that Borrower to such Bank resulting from the aggregate of all Base Rate Advances and the aggregate of all Eurodollar Rate A Advances, respectively, made by such Bank to that Borrower. "Administrative Agent"--Citibank, N.A. acting in its capacity as administrative agent for the Banks, or any successor Administrative Agent appointed pursuant to Section 7.06. "Administrative Agent's Account"--The account of the Administrative Agent maintained by the Administrative Agent with Citibank, N.A., at its office at 2 Pennsway, Corporate Commons, Suite 200, New Castle, Delaware 19720, Account No. 35852248, Attention: Jay Moffitt. "Advance"--An A Advance or a B Advance. "Agent"--Individually and collectively, as the context shall require, the Administrative Agent and the Syndication Agent. "Agreement"--This agreement, as it may be amended or otherwise modified from time to time, and any written additions or supplements hereto. "Applicable Lending Office"--With respect to each Bank, such Bank's Domestic Lending Office in the case of a Base Rate Advance, and such Bank's Eurodollar Lending Office in the case of a Eurodollar Rate Advance and, in the case of a B Advance, the office of such Bank notified by such Bank to the Administrative Agent as its Applicable Lending Office with respect to such B Advance. "Applicable Margin"--Means with respect to Base Rate Advances, 0% per annum; with respect to Eurodollar Rate Advances which have not been Converted to Term Loans, 0.11% per annum; with respect to Eurodollar Rate Advances which have been Converted to Term Loans, a fluctuating per annum amount, commencing on the date of the Conversion and ending on the Maturity Date, equal at any time to then-applicable rate set forth in the pricing grid below, depending upon the rating of the long-term senior unsecured debt of TBC then in effect: {TABLE} {CAPTION} {S} {C} {C} -------------------------------------------------------- ---------------------------------- Public Debt Rating S&P/Moody's Applicable Margin -------------------------------------------------------- ---------------------------------- -------------------------------------------------------- ---------------------------------- Level I A by S&P or A2 by Moody's or above 0.15% -------------------------------------------------------- ---------------------------------- -------------------------------------------------------- ---------------------------------- Level II less than level I but at least A- by S&P or A3 by 0.20% Moody's -------------------------------------------------------- ---------------------------------- -------------------------------------------------------- ---------------------------------- Level III less than level II but at least BBB+ by S&P or Baa1 by 0.25% Moody's -------------------------------------------------------- ---------------------------------- -------------------------------------------------------- ---------------------------------- Level IV less than level III 0.375% -------------------------------------------------------- ---------------------------------- -------------------------------------------------------- ---------------------------------- -------------------------------------------------------- ---------------------------------- {/TABLE} provided, however, that in the event and during the continuance of an Event of Default which is described in Section 6.01(a), the Applicable Margin shall immediately increase by 1.0% above the Applicable Margin then in effect, and, in the case of a Eurodollar Rate Advance, such Advance shall automatically convert to a Base Rate Advance at the end of the Interest Period then in effect for such Eurodollar Rate Advance. If the ratings from S&P and Moody's shall fall within different levels, then the Applicable Margin shall be determined by the higher of the two ratings except that, if the lower of such rating is more than one level below the higher of such ratings, the Applicable Margin shall be determined based on the level above the lower of such ratings. If at any time no rating is available from S&P and Moody's or any other nationally recognized statistical rating organization designated by TBC and approved in writing by the Majority Banks, the Applicable Margin for each Interest Period or each other period commencing during the thirty days following such ratings becoming unavailable shall be the Applicable Margin in effect immediately prior to such ratings becoming unavailable. Thereafter the rating to be used for purposes of this Agreement until ratings from S&P and Moody's become available shall be as agreed between TBC and the Administrative Agent, and TBC and the Administrative Agent shall use good faith efforts to reach such agreement within such thirty day period, provided, however, that if no such agreement is reached within such thirty day period the Applicable Margin thereafter, until such agreement shall have been reached, shall be (A) if any such rating shall have become unavailable as a result of S&P or Moody's ceasing its business as a rating agency, the Applicable Margin in effect immediately prior to such cessation or (B) otherwise, the Applicable Margin as set forth under Level IV above. 215234	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]: CHASE MANHATTAN BANK, – the Subsidiaries which are or shall become party hereto, as Borrower THE BANKS PARTY HERETO CITIBANK, N.A., as Administrative Agent and THE CHASE MANHATTAN BANK, as Syndication Agent and SALOMON SMITH BARNEY INC. and CHASE SECURITIES, INC. as Joint Lead Arrangers and Joint Book Managers dated as _____________ CHASE MANHATTAN BANK, – as defined below); CITIBANK, N.A., in its capacity as administrative agent for the Banks (in such capacity, the "Administrative Agent"); and THE CHASE MANHATTAN BANK, in its capacity as syndication agent for the Banks (in such capacity, the "Syndication Agent"). RECITALS TBC is party to an Amended _____________ Chase Manhattan Bank, – or agency thereof. "Property, Plant and Equipment"--Any item of real property, or any interest therein, buildings, improvements and machinery. "Reference Banks"--The Chase Manhattan Bank, Citibank, N.A., BankBoston, N.A., Bank of New York, and National Westminster Bank plc. "Register"--As defined in Section 2.18. " _____________ Chase Manhattan Bank, – Borrower" hereunder in accordance with Section 2.20; in each case, unless and until it becomes a "Terminated Subsidiary Borrower." "Syndication Agent"--The Chase Manhattan Bank, acting in its capacity as syndication agent for the Banks. "TBC"--The Boeing Company, a Delaware corporation. "Term Loan Conversion Option"--The _____________ CHASE MANHATTAN BANK, – KINSCHERFF Title: Assistant Treasurer CITIBANK, N.A., Individually and as Administrative Agent By /S/ PHILIPPE PORTNOY Name: Philippe Portnoy Title: Vice President THE CHASE MANHATTAN BANK, Individually and as Syndication Agent By /S/ MATTHEW H. MASSIE Name: Matthew H. Massie Title: Managing Director ABN AMRO BANK N.V. _____________ dt 102159 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]: ABN AMRO BANK – as Syndication Agent By /S/ MATTHEW H. MASSIE Name: Matthew H. Massie Title: Managing Director ABN AMRO BANK N.V. By /S/ DAVID J. THOMAS Name: David J. Thomas Title: Group Vice President ABN Amro Bank – S} {C} {C} {C} {C} Name of Bank Commitment Domestic Lending Office Eurodollar Lending Office -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- ABN Amro Bank N.V. $52,000,000 208 South LaSalle Street, Suite 1500 208 South LaSalle Street, dt 45399 ; Boeing Boeing Co. ( Aerospace ) ;	Citibank Citibank, NA As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]: CITIBANK, N.A. – BANK CREDIT AGREEMENT among THE BOEING COMPANY and the Subsidiaries which are or shall become party hereto, as Borrower THE BANKS PARTY HERETO CITIBANK, N.A. , as Administrative Agent and THE CHASE MANHATTAN BANK, as Syndication Agent and SALOMON SMITH BARNEY INC. and CHASE SECURITIES, INC. as Joint _____________ Citibank, N.A. – Default.......................................................................145 ARTICLE 7 Section 7.01. Authorization and Action................................................................149 Section 7.02. Administrative Agent's Reliance, Etc....................................................150 Section 7.03. Citibank, N.A. and its Affiliates.......................................................151 Section 7.04. Bank Credit Decision....................................................................151 Section 7.05. Indemnification.........................................................................152 Section 7.06. Successor Administrative Agent.......................................................... _____________ CITIBANK, N.A. – by and among: THE BOEING COMPANY, a Delaware corporation ("TBC" or the "Company"); the BORROWERS (as defined below); the BANKS (as defined below); CITIBANK, N.A. , in its capacity as administrative agent for the Banks (in such capacity, the "Administrative Agent"); and THE CHASE MANHATTAN BANK, in its _____________ Citibank, N.A. – Agreement dated as of September 30, 1998 (the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto and Citibank, N.A. , as Administrative Agent for the Banks and such other lenders. The parties to this Amendment and Restatement desire to amend the Existing _____________ Citibank, N.A. – all Base Rate Advances and the aggregate of all Eurodollar Rate A Advances, respectively, made by such Bank to that Borrower. "Administrative Agent"--Citibank, N.A. acting in its capacity as administrative agent for the Banks, or any successor Administrative Agent appointed pursuant to Section 7.06. "Administrative _____________ dt 146408 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]: BANK OF AMERICA, – BANK PLC, NASSAU BRANCH By /S/ SIMON CLARK Name: Simon Clark Title: Regional Financial Officer BANK OF AMERICA, N.A. By /S/ DEANNE PRUST ALLEN Name: Deanne Prust Allen Title: Vice President Bank of America – 212) 401-1424 Tel: (212) 401-1424 Fax: (212) 401-1494 Fax: (212) 401-1494 -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- Bank of America $133,000,000 444 South Flower Street, 901 Main Street Suite 400 Dallas, TX dt 40900 ; More...
Preview Full Doc	2002	364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated] 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated] (266K) Doc #318050: Click preview link for longer preview. AMENDED AND RESTATED 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Dated as of December 14, 2001 among AT&T CORP., THE LENDERS PARTY HERETO, CITIBANK, N.A., CREDIT SUISSE FIRST BOSTON, DEUTSCHE BANK AG NEW YORK BRANCH and GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agents, and CITIBANK, N.A., as Paying Agent, with SALOMON SMITH BARNEY INC., CREDIT SUISSE FIRST BOSTON, DEUTSCHE BANC ALEX. BROWN INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as Joint Lead Arrangers and Bookrunners and BANK ONE, NA, THE BANK OF TOKYO- MITSUBISHI, LTD., NEW YORK BRANCH, BANK OF AMERICA, N.A., BARCLAYS BANK PLC, BNP PARIBAS, THE ROYAL BANK OF SCOTLAND PLC, NEW YORK BRANCH, INTESABCI, NEW YORK BRANCH, THE FUJI BANK, LIMITED, HSBC BANK USA, and FIRST UNION NATIONAL BANK, as Co-Arrangers {PAGE} i TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Defined Terms..........................................1 ARTICLE II The Credits SECTION 2.01. Commitments...........................................17 SECTION 2.02. Loans.................................................17 SECTION 2.03. Competitive Bid Procedure.............................18 SECTION 2.04. Standby Borrowing Procedure...........................20 SECTION 2.05. Conversion and Continuation of Standby Loans..........20 SECTION 2.06. Fees..................................................21 SECTION 2.07. Repayment of Loans; Evidence of Debt..................22 SECTION 2.08. Interest on Loans.....................................22 SECTION 2.09. Default Interest......................................23 SECTION 2.10. Alternate Rate of Interest............................23 SECTION 2.11. Termination and Reduction of Commitments..............23 SECTION 2.12. Prepayment............................................24 SECTION 2.13. Reserve Requirements; Change in Circumstances.........24 SECTION 2.14. Change in Legality....................................26 SECTION 2.15. Indemnity.............................................26 SECTION 2.16. Pro Rata Treatment....................................27 SECTION 2.17. Sharing of Setoffs....................................27 SECTION 2.18. Payments..............................................28 SECTION 2.19. Taxes.................................................28 SECTION 2.20. Mandatory Assignment; Commitment Termination..........30 ARTICLE III Representations and Warranties SECTION 3.01. Organization; Powers..................................30 SECTION 3.02. Authorization.........................................31 SECTION 3.03. Enforceability........................................31 SECTION 3.04. Governmental Approvals................................31 SECTION 3.05. Financial Statements..................................31 SECTION 3.06. Litigation; Compliance with Laws......................31 SECTION 3.07. Federal Reserve Regulations...........................32 SECTION 3.08. Investment Company Act; Public Utility Holding Company Act...................................32 SECTION 3.09. Use of Proceeds.......................................32 SECTION 3.10. No Material Misstatements.............................32 ARTICLE IV Conditions of Effectiveness and of Lending SECTION 4.01. All Borrowings........................................32 SECTION 4.02. Closing Date..........................................33 ARTICLE V Covenants SECTION 5.01. Existence.............................................33 SECTION 5.02. Financial Statements, Reports, Etc....................33 {PAGE} ii SECTION 5.03. Maintaining Records...................................34 SECTION 5.04. Use of Proceeds.......................................34 SECTION 5.05. Consolidations, Mergers, Sales of Assets and Separation Transactions...........................34 SECTION 5.06. Limitations on Liens..................................35 SECTION 5.07. Limitations on Sale and Leaseback Transactions........35 SECTION 5.08. Total Debt to EBITDA Ratio............................35 ARTICLE VI Events of Default ARTICLE VII The Agents ARTICLE VIII Miscellaneous SECTION 8.01. Notices...............................................39 SECTION 8.02. Survival of Agreement.................................39 SECTION 8.03. Binding Effect........................................39 SECTION 8.04. Successors and Assigns................................40 SECTION 8.05. Expenses; Indemnity...................................42 SECTION 8.06. Applicable Law........................................42 SECTION 8.07. Waivers; Amendment....................................43 SECTION 8.08. Entire Agreement......................................43 SECTION 8.09. Severability..........................................43 SECTION 8.10. Counterparts..........................................43 SECTION 8.11. Headings..............................................43 SECTION 8.12. Jurisdiction, Etc.....................................43 SECTION 8.13. Waiver of Jury Trial...................................1 {PAGE} iii Exhibits and Schedules Exhibit A-1 Form of Competitive Bid Request Exhibit A-2 Form of Notice of Competitive Bid Request Exhibit A-3 Form of Competitive Bid Exhibit A-4 Form of Competitive Bid Accept/Reject Letter Exhibit A-5 Form of Standby Borrowing Request Exhibit B Form of Assignment and Acceptance Exhibit C Form of Opinion of Counsel for AT&T Corp. Exhibit D Form of Note Exhibit E Form of AT&T Business Guaranty Schedule 2.01 Commitments {PAGE} AMENDED AND RESTATED 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (the "Agreement") dated as of December [__], 2001, among AT&T CORP., a New York corporation (the "Borrower"), the lenders listed in Schedule 2.01 (the "Lenders"), CITIBANK, N.A. ("Citibank"), CREDIT SUISSE FIRST BOSTON ("CSFB"), DEUTSCHE BANK AG NEW YORK BRANCH ("DB") and GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as administrative agents for the Lenders (in such capacity, the "Administrative Agents"), Citibank, as paying agent for the Lenders (in such capacity, the "Paying Agent") and with SALOMON SMITH BARNEY INC., CSFB, DEUTSCHE BANC ALEX. BROWN INC. ("DBAB") and GSCP, as joint lead arrangers and bookrunners (the "Joint Lead Arrangers"). PRELIMINARY STATEMENTS (1) The Borrower is a party to that certain 364-Day Competitive Advance and Revolving Credit Facility Agreement dated as of December 28, 2000, among the Borrower, the lenders party thereto, the co-arrangers party thereto, The Chase Manhattan Bank ("Chase"), CSFB and GSCP, as administrative agents, Chase, as paying agent, and Chase Securities Inc., CSFB and GSCP, as joint lead arrangers and bookrunners (the "Existing Bank Agreement"). (2) The parties hereto have agreed to amend and restate the Existing Bank Agreement, on the terms and conditions hereinafter set forth, to provide for, among other things, a reduction in the Total Commitment of the Lenders hereunder. (3) The Borrower has requested that the Lenders continue to extend credit to the Borrower to enable it to borrow on a standby revolving credit basis on and after the date hereof and at any time and from time to time prior to the Maturity Date (as herein defined) a principal amount not in excess of $8,000,000,000 at any time outstanding. The Borrower has also requested that the Lenders continue to provide a procedure pursuant to which the Borrower may invite the Lenders to bid on an uncommitted basis on short-term borrowings by the Borrower maturing on or prior to the Maturity Date. The proceeds of such borrowings are to be used to refinance the Existing Bank Agreement (as hereinafter defined) and for other general corporate purposes of the Borrower, including the repayment of maturing commercial paper of the Borrower. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forth. Accordingly, the Borrower, the Lenders and the Agents agree that, effective as of the Closing Date, the Existing Bank Agreement is hereby amended and restated in its entirety to read as follows: DEFINITIONS DEFINED TERMS. As used in this Agreement, the following terms shall have the meanings specified below: "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans. "ABR Loan" shall mean any Standby Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II. "Administrative Agents" shall have the meaning specified in the recital of parties to this Agreement. "Administrative Fees" shall have the meaning assigned to such term in Section 2.06(c). {PAGE} 2 "Affiliate" shall mean, when used with respect to a specified person, another person that directly or indirectly controls or is controlled by or is under common control with the person specified. "Agent Parties" shall mean the Agents and the Joint Lead Arrangers. "Agents" shall mean the Administrative Agents and the Paying Agent. "Alternate Base Rate" shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by the Paying Agent as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective on the date such change is publicly announced as effective. For purposes hereof, "Federal Funds Effective Rate" shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as released on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so released for any day which is a Business Day, the arithmetic average (rounded upwards to the next 1/100th of 1%), as determined by the Paying Agent, of the quotations for the day of such transactions received by the Paying Agent from three Federal funds brokers of recognized standing selected by it. If for any reason the Paying Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Paying Agent to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. "Applicable Facility Fee Percentage" shall mean on any date, a percentage per annum determined by reference to the Public Debt Ratings in effect on such date as set forth below: {PAGE} 3 APPLICABLE FACILITY FEE PERCENTAGE PRICING GRID {TABLE} {CAPTION} APPLICABLE PUBLIC DEBT FACILITY RATINGS FEE S&P/MOODY'S PERCENTAGE ----------- ---------- {S} {C} Level 1 Greater than or 0.075% equal to A and A2 Level 2 Greater than or 0.085% equal to A- or A3 and A-1 and P-1 but less than Level 1 Level 3 Greater than or 0.10% equal to A- or A3 and A-2 and P-2 but less than Level 2 Level 4 Greater than or 0.10% equal to BBB+ or Baa1 but less than Level 3 Level 5 Greater than or equal to BBB or Baa2 but less 0.125% than Level 4 Level 6 Less than BBB and Baa2 0.175% {/TABLE} "Applicable Margin" shall mean on any date, with respect to Eurodollar Standby Loans, a percentage per annum determined by reference to the Public Debt Ratings in effect on such date as set forth below: {PAGE} 4 APPLICABLE MARGIN PRICING GRID {TABLE} {CAPTION} PUBLIC DEBT RATINGS APPLICABLE S&P/MOODY'S MARGIN {S} {C} Level 1 Greater than or 0.325% equal to A and A2 Level 2 Greater than or 0.415% equal to A- or A3 and A-1 and P-1 but less than Level 1 Level 3 Greater than or 0.525% equal to A- or A3 and A-2 and P-2 but less than Level 2 Level 4 Greater than or 0.65% equal to BBB+ or Baa1 but less than Level 3 Level 5 Greater than or equal to BBB or Baa2 but less 0.875% than Level 4 Level 6 Less than BBB and Baa2 1.325% {/TABLE} "Assignment and Acceptance" shall mean an assignment and acceptance entered into by a Lender and an assignee with the consent of the Borrower, and accepted by the Paying Agent in accordance with Section 8.04(e), substantially in the form of Exhibit B hereto. "AT&T Broadband" means the Borrower's broadband business; provided that for purposes of the definition of "Indebtedness", "AT&T Broadband" shall mean any Person or Persons (whether existing as of the date hereof or subsequently formed) holding any significant portion of the Borrower's broadband business upon consummation of a Separation Transaction. {PAGE} 5 "AT&T Business" means a Person (whether existing as of the date hereof or subsequently formed) that holds all or substantially all of the Borrower's consumer services and business services businesses upon consummation of a Separation Transaction involving AT&T Broadband. "AT&T Business Spinoff" has the meaning set forth in Section 5.05(c). "AT&T Latin America" means AT&T Latin America Corp., a Delaware corporation. "At Home Corporation" means At Home Corporation, a Delaware corporation. "Attributable Debt" shall mean, as of the date of its determination, the present value (discounted semiannually at an interest rate implicit in the terms of the lease) of the obligation of a lessee for rental payments pursuant to any Sale and Leaseback Transaction (reduced by the amount of the rental obligations of any sublessee of all or part of the same property) during the remaining term of such Sale and Leaseback Transaction (including any period for which the lease relating thereto has been extended), such rental payments not to include amounts payable by the lessee for maintenance and repairs, insurance, taxes, assessments and similar charges and for contingent rents (such as those based on sales); provided, however, that in the case of any Sale and Leaseback Transaction in which the lease is terminable by the lessee upon the payment of a penalty, Attributable Debt shall mean the lesser of the present value of (a) the rental payments to be paid under such Sale and Leaseback Transaction until the first date (after the date of such determination) upon which it may be so terminated plus the then applicable penalty upon such termination and (b) the rental payments required to be paid during the remaining term of such Sale and Leaseback Transaction (assuming such termination provision is not exercised). "Board" shall mean the Board of Governors of the Federal Reserve System of the United States. "Board of Directors" shall mean the Board of Directors of the Borrower or any duly authorized committee thereof. "Borrowing" shall mean a group of Loans of a single Type made by the Lenders (or, in the case of a Competitive Borrowing, by the Lender or Lenders whose Competitive Bids have been accepted pursuant to Section 2.03) on a single date and as to which a single Interest Period is in effect. "Business Day" shall mean any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in New York City; provided, however, that, when used in connection with a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. "Closing Date" shall mean the date hereof. {PAGE} 6 "Code" shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time. "Commitment" shall mean, with respect to each Lender, the Commitment of such Lender as set forth in Schedule 2.01 hereto. "Competitive Bid" shall mean an offer by a Lender to make a Competitive Loan pursuant to Section 2.03. "Competitive Bid Accept/Reject Letter" shall mean a notification made by the Borrower pursuant to Section 2.03(d) in the form of Exhibit A-4. "Competitive Bid Rate" shall mean, as to any Competitive Bid made by a Lender pursuant to Section 2.03(b), (i) in the case of a Eurodollar Loan, the Margin, and (ii) in the case of a Fixed Rate Loan, the fixed rate of interest offered by the Lender making such Competitive Bid. "Competitive Bid Request" shall mean a request made pursuant to Section 2.03 in the form of Exhibit A-1. "Competitive Borrowing" shall mean a Borrowing consisting of a Competitive Loan or concurrent Competitive Loans from the Lender or Lenders whose Competitive Bids for such Borrowing have been accepted by the Borrower under the bidding procedure described in Section 2.03. "Competitive Loan" shall mean a Loan from a Lender to the Borrower pursuant to the bidding procedure described in Section 2.03. Each Competitive Loan shall be a Eurodollar Competitive Loan or a Fixed Rate Loan. "Consolidated" refers to the consolidation of accounts in accordance with GAAP. "Consolidated Net Tangible Assets" shall mean, at any date, as to the Borrower, the total assets appearing on the most recently prepared consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of the most recent fiscal quarter of the Borrower for which such balance sheet is available, prepared in accordance with GAAP, less (a) all current liabilities as shown on such balance sheet and (b) Intangible Assets. "Default" shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default. "dollars" or "$" shall mean lawful money of the United States of America. "Equity Interests" means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or {PAGE} 7 warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination. "Eurodollar Borrowing" shall mean a Borrowing comprised of Eurodollar Loans. "Eurodollar Competitive Loan" shall mean any Competitive Loan bearing interest at a rate determined by reference to the LIBO Rate in accordance with the provisions of Article II. "Eurodollar Loan" shall mean any Eurodollar Competitive Loan or Eurodollar Standby Loan. "Eurodollar Standby Loan" shall mean any Standby Loan bearing interest at a rate determined by reference to the LIBO Rate in accordance with the provisions of Article II. "Event of Default" shall have the meaning assigned to such term in Article VI. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "Existing Bank Agreement" shall have the meaning set forth in Preliminary Statement No. (1). "Facility Fee" shall have the meaning assigned to such term in Section 2.06(a). "Fee Letter" shall mean the Fee Letter dated October 19, 2001, among the Borrower, the Joint Lead Arrangers, DB and Citibank. "Fees" shall mean the Facility Fee, the Utilization Fee and the Administrative Fees. "Financial Officer" of any corporation shall mean the chief financial officer, principal accounting officer, Treasurer or Assistant Treasurer of such corporation. "Fixed Rate Borrowing" shall mean a Borrowing comprised of Fixed Rate Loans. "Fixed Rate Loan" shall mean any Competitive Loan bearing interest at a fixed percentage rate per annum (expressed in the form of a decimal to no more than four decimal places) specified by the Lender making such Loan in its Competitive Bid. "Funded Debt" shall mean any Indebtedness maturing by its terms more than one year from the date of the determination thereof, including any Indebtedness renewable or extendible at the option of the obligor to a date later than one year from the date of the determination thereof. {PAGE} 8 "GAAP" shall mean generally accepted accounting principles, applied on a consistent basis. "Governmental Authority" shall mean any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body. "Indebtedness" of any Person shall mean all indebtedness representing money borrowed which is created, assumed, incurred or guaranteed in any manner by such Person or for which such Person is responsible or liable (whether by agreement to purchase indebtedness of, or to supply funds to or invest in, others or otherwise), excluding indebtedness of AT&T Latin America and Monetized Debt; provided that for purposes of determining compliance with Section 5.08, (a) Indebtedness in the form of guarantees entered into by the Borrower or its Subsidiaries or for which the Borrower or any of its Subsidiaries is responsible or liable shall exclude (i) keep-well and other similar agreements to advance or supply funds (x) for the purchase or payment of any primary obligation of any other Person (the "primary obligor") or (y) to maintain working capital or equity capital of the primary obligor or otherwise maintain the net worth or solvency of the primary obligor and (ii) guarantees of obligations for which cross-guarantees or cross-indemnifications in favor of the Borrower or such Subsidiary from AT&T Wireless Services, Inc., Liberty Media Corporation, AT&T Corp., AT&T Broadband or AT&T Business exist and (b) Indebtedness shall be calculated net of cash and cash equivalents held by the Borrower and its Consolidated Subsidiaries on the date of determination (other than cash and cash equivalents held by AT&T Latin America). "Intangible Assets" shall mean the value (net of any applicable reserves), as shown on or reflected in the most recently prepared consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of the most recent fiscal quarter of the Borrower of: (i) all trade names, trademarks, licenses, patents, copyrights and goodwill; (ii) organizational costs; and (iii) deferred charges (other than prepaid items such as insurance, taxes, interest, commissions, rents and similar items and tangible assets being amortized); but in no event shall the term "Intangible Assets" include product development costs. "Interest Payment Date" shall mean, with respect to any Loan, the last day of the Interest Period applicable thereto and, in the case of a Eurodollar Loan with an Interest Period of more than three months' duration or a Fixed Rate Loan with an Interest Period of more than 90 days' duration, each day that would have been an Interest Payment Date for such Loan had successive Interest Periods of three months' duration or 90 days' duration, as the case may be, been applicable to such Loan and, in addition, the date of any conversion of such Loan to a Loan of a different Type. "Interest Period" shall mean (a) as to any Eurodollar Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter, as the Borrower may elect, (b) as to any ABR Borrowing, the period commencing on the date of {PAGE} 9 such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, and ending on the earliest of (i) the next succeeding March 31, June 30, September 30 or December 31, (ii) the Maturity Date, and (iii) the date such Borrowing is converted to a Borrowing of a different Type in accordance with Section 2.05 or repaid or prepaid in accordance with Section 2.07 or Section 2.12 and (c) as to any Fixed Rate Borrowing, the period commencing on the date of such Borrowing and ending on the date specified in the Competitive Bids in which the offer to make the Fixed Rate Loans comprising such Borrowing were extended, which shall not be earlier than seven days after the date of such Borrowing or later than 360 days after the date of such Borrowing; provided, however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of Eurodollar Loans only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. "Joint Lead Arrangers" shall have the meaning specified in the recital of parties to this Agreement. "LIBO Rate" shall mean, with respect to each Interest Period, a rate of interest determined on the basis of at least two offered rates for deposits in United States dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on the Reuters Screen LIBO Page as of 11:00 a.m. (London time) on the day that is two Business Days prior to the first day of such Interest Period. If at least two such offered rates appear on the Reuters Screen LIBO Page, the rate with respect to each Interest Period will be the arithmetic average (rounded upwards to the next 1/16th of 1%) of such offered rates. If fewer than two offered rates appear, "LIBO Rate" in respect of any Interest Period will be determined on the basis of the rates at which deposits in United States dollars are offered by the Paying Agent at approximately 11:00 a.m. (London time) on the day that is two Business Days preceding the first day of such Interest Period to prime banks in the London interbank market for a period equal to such Interest Period commencing on the first day of such Interest Period. "Lien" means any mortgage, pledge, security interest, lien, charge or other encumbrance, but shall not include any of the foregoing types of encumbrances that are incidental to the conduct of the business of the Borrower or any Restricted Subsidiary or the ownership of the property and assets of any of them and that were not incurred in connection with the incurrence of any Indebtedness. Such incidental encumbrances that are to be excluded from the term "Lien" include, without limitation: (i) pledges or deposits made to secure obligations of the Borrower or Restricted Subsidiary under workmen's compensation laws or similar legislation; (ii) liens imposed by law, such as materialmen's, mechanics', carriers', workmen's, vendors', repairmen's, or other like liens incurred in the ordinary course of business; (iii) governmental (Federal, state or municipal) liens arising out of contracts for the purchase of products of the Borrower or a Restricted Subsidiary, and deposits or pledges to obtain the release of any of the foregoing liens; (iv) liens created by or resulting from any litigation or legal proceeding {PAGE} 10 that is currently being contested in good faith by appropriate proceedings; (v) leases made or existing on Principal Property entered into in the ordinary course of business by the Borrower or a Restricted Subsidiary; (vi) landlords' liens under leases of Principal Property to which the Borrower or a Restricted Subsidiary is a party; (vii) zoning restrictions, easements, licenses or restrictions on the use of Principal Property or minor irregularities in the title thereto; (viii) deposits in connection with bids, tenders, contracts (other than for the payment of money) to which the Borrower or any Restricted Subsidiary is a party; (ix) deposits to secure public or statutory obligations of the Borrower or any Restricted Subsidiary; (x) deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters; (xi) deposits of cash or obligations of the United States of America to secure surety, appeal or customs bonds to which the Borrower or any Restricted Subsidiary is a party; and (xii) liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings. "Loan" shall mean a Competitive Loan or a Standby Loan, whether made as a Eurodollar Loan, an ABR Loan or a Fixed Rate Loan, as permitted hereby. "Long-Term Debt" shall mean, at any time, any publicly-held senior unsecured debt obligations outstanding at such time with a maturity more than one year after the date of any determination hereunder. "Long-Term Senior Debt" shall have the meaning specified in the definition of "Public Debt Ratings". "Margin" shall mean, as to any Eurodollar Competitive Loan, the margin (expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) to be added to or subtracted from the LIBO Rate in order to determine the interest rate applicable to such Loan, as specified in the Competitive Bid relating to such Loan. "Margin Regulations" shall mean Regulations T, U and X of the Board as from time to time in effect, and all official rulings and interpretations thereunder or thereof. "Margin Stock" shall have the meaning given such term under Regulation U of the Board. "Material Adverse Effect" shall mean a materially adverse effect on the business, assets, operations or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole (it being understood that neither the proposed Separation Transactions nor any event, condition or result reflected in reports or financial statements filed with the SEC prior to November 13, 2001, shall be deemed to give rise to a Material Adverse Effect). "Maturity Date" shall mean December 13, 2002. {PAGE} 11 "Monetized Debt" shall mean Indebtedness of the Borrower or a non-operating Subsidiary of the Borrower secured by capital stock of Persons not directly or indirectly controlled by the Borrower (collectively, the "Available Stock"), so long as the Borrower or such non-operating Subsidiary has at all times sufficient Available Stock so that upon maturity or exchange prior to maturity it may satisfy substantially all of the obligations arising under such Indebtedness (other than obligations to pay cash coupon amounts on such Indebtedness) solely by the delivery of Available Stock. "Moody's" shall mean Moody's Investors Service, Inc. or any successor rating agency. "Operational EBITDA" shall mean, for any period operating income (or operating loss) of the Borrower and its Consolidated Subsidiaries, excluding the operating income (or operating loss) of AT&T Latin America and At Home Corporation plus, to the extent deducted in determining such operating income (or operating loss), the sum of (a) depreciation expense, (b) amortization expense, (c) restructuring and other charges and (d) asset impairment charges. If the Borrower acquires (whether by purchase, merger, consolidation or otherwise) all or substantially all of the assets or property of any other Person, or engages in any asset sale permitted by Section 5.05, during any period in respect of which Operational EBITDA is to be determined hereunder, such Operational EBITDA will be determined on a pro forma basis as if such acquisition or such asset sale occurred on the first day of the relevant period if the Operational EBITDA attributable to such acquisition or assets sold represents more than 10% of the Borrower's Operational EBITDA calculated immediately prior to giving effect to such acquisition or such asset sale. "Paying Agent" shall have the meaning specified in the recital of parties to this Agreement. "Person" or "person" shall mean any natural person, corporation, business trust, joint venture, association, company, partnership or government, or any agency or political subdivision thereof. "Principal Property" of the Borrower shall mean any land, land improvements, building and associated factory, laboratory office and switching equipment (excluding all products marketed by the Borrower or any Subsidiary) constituting a manufacturing facility, development facility, warehouse facility, service facility, office facility or operating facility (including any portion thereof), which facility (a) is owned by or leased to the Borrower or any Restricted Subsidiary, (b) is located within the United States and (c) has an acquisition cost plus capitalized improvements in excess of 0.25% of Consolidated Net Tangible Assets of the Borrower as of the date of such determination, other than (i) any such facility, or portion thereof, which has been financed by obligations issued by or on behalf of a State, a Territory or a possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, the interest on which is excludable from gross income of the holders thereof (other than a "substantial user" of such facility or a "related person" as those terms are used in Section 103 of the Code) pursuant to the provisions of Section 103 of the Code (or any similar provisions {PAGE} 12 hereafter enacted) as in effect at the time of issuance of such obligations, (ii) any such facility which the Borrower's Board of Directors may by resolution declare is not of material importance to the Borrower and the Restricted Subsidiaries taken as a whole and (iii) any such facility, or portion thereof, owned or leased jointly or in common with one or more persons other than the Borrower and any Subsidiary of the Borrower and in which the interest of the Borrower and all Subsidiaries of the Borrower does not exceed 50%. "Public Debt Ratings" means, as of any date, the lowest rating (other than any rating based on, or incorporating an expectation of, the prospective occurrence and consequences of a Separation Transaction in which AT&T Broadband is separated from AT&T Business) that has been most recently announced by either S&P or Moody's, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt (the "Long-Term Senior Debt") and commercial paper (the "Short-Term Debt") issued by the Borrower; provided that (i) if the Borrower has caused the credit facility evidenced by this Agreement to be rated by S&P and Moody's, then such ratings shall be used in lieu of the ratings applicable to Long-Term Senior Debt and Short-Term Debt of the Borrower for all purposes hereunder, (ii) if the event referred to in the preceding clause (i) has not occurred and AT&T Business has assumed the obligations of Borrower hereunder then the Long-Term Senior Debt and Short-Term Debt ratings of AT&T Business will be used in lieu of such ratings of the Borrower and (iii) if the events referred to in the preceding clauses (i) and (ii) have not occurred but the Borrower has delivered to the Paying Agent a guaranty in substantially the form of Exhibit E hereto (the "AT&T Business Guarantee"), pursuant to which AT&T Business guarantees the obligations of the Borrower under this Agreement, the ratings established by S&P and Moody's for Long-Term Senior Debt of AT&T Business shall be used in lieu of the ratings applicable to Long-Term Senior Debt of the Borrower for all purposes hereunder and, if higher, the ratings established by S&P and Moody's for the Short-Term Debt of AT&T Business shall be used in lieu of the ratings applicable to Short-Term Debt of the Borrower for all purposes hereunder, in each case, for such time as the AT&T Business Guarantee remains in effect. For purposes of the foregoing, with respect to the Borrower or AT&T Business, as the case may be, (a) if S&P or Moody's shall have in effect a rating for only one but not both of the Long-Term Senior Debt or the Short-Term Debt, the Applicable Margin and the Applicable Facility Fee Percentage shall be the lowest level that may be determined by reference to the available rating; (b) if only one of S&P and Moody's shall have in effect Public Debt Ratings, the Applicable Margin and the Applicable Facility Fee Percentage shall be determined by reference to the available rating; (c) if neither S&P nor Moody's shall have in effect Public Debt Ratings for either of the Long-Term Senior Debt or the Short-Term Debt, the Applicable Margin and the Applicable Facility Fee Percentage will be set in accordance with Level 6 under the definition of "Applicable Margin" or "Applicable Facility Fee Percentage", as the case may be; (d) if any rating established by S&P or Moody's shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (e) if S&P or Moody's shall change the basis on which ratings are established, each reference to the Public Debt Ratings announced by S&P or Moody's, as the case may be, shall refer to the then equivalent rating by S&P or Moody's, as the case may be. {PAGE} 13 "Register" shall have the meaning given such term in Section 8.04(d). "Regulation D" shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof. "Required Lenders" shall mean, at any time, Lenders having Commitments representing at least 51% of the Total Commitment or, if the Commitments shall have been terminated, or for purposes of acceleration pursuant to clause (ii) of Article VI, Lenders holding Loans representing at least 51% of the aggregate principal amount of the Loans outstanding. "Responsible Officer" of any corporation shall mean any executive officer or Financial Officer of such corporation and any other officer or similar official thereof responsible for the administration of the obligations of such corporation in respect of this Agreement. "Restricted Securities" shall mean any shares of capital stock or Indebtedness of any Restricted Subsidiary (but shall not include any Margin Stock). "Restricted Subsidiary" shall mean (a) any Subsidiary of the Borrower (i) which has substantially all of its property within the United States of America, (ii) which owns or is a lessee of any Principal Property, and (iii) in which the investment of the Borrower and all other Subsidiaries of the Borrower exceeds 0.25% of Consolidated Net Tangible Assets of the Borrower as of the date of such determination; provided, however, that the term "Restricted Subsidiary" shall not include (A) any Subsidiary of the Borrower (x) primarily engaged in the business of purchasing, holding, collecting, servicing or otherwise dealing in and with installment sales contracts, leases, trust receipts, mortgages, commercial paper or other financing instruments and any collateral or agreements relating thereto, including in the business, individually or through partnerships, of financing (whether through long- or short-term borrowings, pledges, discounts or otherwise) the sales, leasing or other operations of the Borrower and the Subsidiaries or any of them, or (y) engaged in the business of financing the assets and operations of third parties; 318050	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]: Chase Manhattan Bank – Revolving Credit Facility Agreement dated as of December 28, 2000, among the Borrower, the lenders party thereto, the co-arrangers party thereto, The Chase Manhattan Bank ("Chase"), CSFB and GSCP, as administrative agents, Chase, as paying agent, and Chase Securities Inc., CSFB and GSCP, as joint lead arrangers _____________ dt 647399 ; AT&T AT&T Corp. ( Communications Services ) As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]: AT&T CORP – i)38 EXECUTION COPY ================================================================================ AMENDED AND RESTATED 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Dated as of December 14, 2001 among AT&T CORP ., THE LENDERS PARTY HERETO, CITIBANK, N.A., CREDIT SUISSE FIRST BOSTON, DEUTSCHE BANK AG NEW YORK BRANCH and GOLDMAN SACHS CREDIT PARTNERS _____________ AT&T Corp – Exhibit A-5 Form of Standby Borrowing Request Exhibit B Form of Assignment and Acceptance Exhibit C Form of Opinion of Counsel for AT&T Corp . Exhibit D Form of Note Exhibit E Form of AT&T Business Guaranty Schedule 2.01 Commitments {PAGE} AMENDED AND RESTATED 364- _____________ AT&T CORP – Commitments {PAGE} AMENDED AND RESTATED 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (the "Agreement") dated as of December [__], 2001, among AT&T CORP ., a New York corporation (the "Borrower"), the lenders listed in Schedule 2.01 (the "Lenders"), CITIBANK, N.A. ("Citibank"), CREDIT SUISSE FIRST _____________ AT&T Corp – which cross-guarantees or cross-indemnifications in favor of the Borrower or such Subsidiary from AT&T Wireless Services, Inc., Liberty Media Corporation, AT&T Corp ., AT&T Broadband or AT&T Business exist and (b) Indebtedness shall be calculated net of cash and cash equivalents held by _____________ AT&T Corp – by telex, telecopy, graphic scanning or other telegraphic communications equipment of the sending party, as follows: if to the Borrower, to it at AT&T Corp ., 295 North Maple Avenue, Basking Ridge, New Jersey 07920, Attention of Patrick Moletteri, Senior Treasury Manager (Facsimile No. 908-630-1965) with _____________ dt 629977 ; AT&T LatAm AT&T Latin America Corp. ( Communications Services ) As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]: AT&T Latin America Corp – involving AT&T Broadband. "AT&T Business Spinoff" has the meaning set forth in Section 5.05(c). "AT&T Latin America" means AT&T Latin America Corp ., a Delaware corporation. "At Home Corporation" means At Home Corporation, a Delaware corporation. "Attributable Debt" shall mean, as of the date of _____________ dt 656655 ;	AT&T Wireless AT&T Wireless Services, Inc. ( Communications Services ) As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]: AT&T Wireless Services, – primary obligor and (ii) guarantees of obligations for which cross-guarantees or cross-indemnifications in favor of the Borrower or such Subsidiary from AT&T Wireless Services, Inc., Liberty Media Corporation, AT&T Corp., AT&T Broadband or AT&T Business exist and (b) Indebtedness shall be calculated net _____________ dt 606044 ; Citibank Citibank, NA As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]: CITIBANK, N.A. – 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Dated as of December 14, 2001 among AT&T CORP., THE LENDERS PARTY HERETO, CITIBANK, N.A. , CREDIT SUISSE FIRST BOSTON, DEUTSCHE BANK AG NEW YORK BRANCH and GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agents, and CITIBANK, _____________ CITIBANK, N.A. – N.A., CREDIT SUISSE FIRST BOSTON, DEUTSCHE BANK AG NEW YORK BRANCH and GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agents, and CITIBANK, N.A. , as Paying Agent, with SALOMON SMITH BARNEY INC., CREDIT SUISSE FIRST BOSTON, DEUTSCHE BANC ALEX. BROWN INC. and GOLDMAN SACHS CREDIT PARTNERS _____________ CITIBANK, N.A. – of December [__], 2001, among AT&T CORP., a New York corporation (the "Borrower"), the lenders listed in Schedule 2.01 (the "Lenders"), CITIBANK, N.A. ("Citibank"), CREDIT SUISSE FIRST BOSTON ("CSFB"), DEUTSCHE BANK AG NEW YORK BRANCH ("DB") and GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as _____________ Citibank, N.A. – waived by the Borrower, anything contained herein to the contrary notwithstanding. THE AGENTS In order to expedite the transactions contemplated by this Agreement, Citibank, N.A. is hereby appointed to act as Paying Agent on behalf of the Lenders and Citibank, N.A., Credit Suisse First Boston, Deutsche _____________ Citibank, N.A. – the transactions contemplated by this Agreement, Citibank, N.A. is hereby appointed to act as Paying Agent on behalf of the Lenders and Citibank, N.A. , Credit Suisse First Boston, Deutsche Bank AG New York Branch and Goldman Sachs Credit Partners L.P. are hereby appointed to act _____________ dt 638628 ; More...
Preview Full Doc	2002	364-Day Competitive Advance and Revolving Credit Facility Agreement 364-Day Competitive Advance and Revolving Credit Facility Agreement (189K) Doc #389662: Click preview link for longer preview. 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT among SOUTHWEST AIRLINES CO., THE BANKS PARTY HERETO, CITIBANK, N.A., as Syndication Agent, BANK ONE CORPORATION and SUNTRUST BANK, as Documentation Agents, and JPMORGAN CHASE BANK, as Administrative Agent As of April 23, 2002 J.P. MORGAN SECURITIES INC. and SALOMON SMITH BARNEY INC., as Joint Lead Arrangers and Joint Bookrunners {Page} Table of Contents Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 Computation of Time Periods 12 ARTICLE II LOANS 12 Section 2.1 Commitments 12 Section 2.2 Competitive Bid Procedure 12 Section 2.3 Committed Borrowing Procedure 14 Section 2.4 Refinancings; Conversions 15 Section 2.5 Fees 16 Section 2.6 Termination and Reduction of Commitments 16 Section 2.7 Loans 16 Section 2.8 Loan Accounts 17 Section 2.9 Interest on Loans 18 Section 2.10 Interest on Overdue Amounts 19 Section 2.11 Alternate Rate of Interest 19 Section 2.12 Prepayment of Loans 19 Section 2.13 Reserve Requirements; Change in Circumstances 20 Section 2.14 Change in Legality 22 Section 2.15 Indemnity 22 Section 2.16 Pro Rata Treatment 23 Section 2.17 Sharing of Setoffs 23 Section 2.18 Payments 24 Section 2.19 Tax Forms 24 Section 2.20 Calculation of LIBO Rates 25 Section 2.21 Booking Loans 25 Section 2.22 Quotation of Rates 25 ARTICLE III CONDITIONS OF LENDING 25 Section 3.1 Conditions Precedent 25 Section 3.2 Conditions Precedent to Each Committed Borrowing 26 Section 3.3 Conditions Precedent to Each Competitive Borrowing 26 Section 3.4 Legal Details 27 ARTICLE IV REPRESENTATIONS AND WARRANTIES 27 Section 4.1 Organization, Authority and Qualifications 27 Section 4.2 Financial Statements 28 Section 4.3 Compliance with Agreement and Laws 28 Section 4.4 Authorization; No Breach; and Valid Agreements 28 Section 4.5 Litigation and Judgments 28 Section 4.6 Ownership of Properties 28 Section 4.7 Taxes 28 Section 4.8 Approvals Required 28 Section 4.9 Business; Status as Air Carrier 29 Section 4.10 ERISA Compliance 29 Section 4.11 Insurance 29 Section 4.12 Purpose of Loan 29 Section 4.13 Investment Company Act 29 Section 4.14 General 29 ARTICLE V COVENANTS 29 Section 5.1 Performance of Obligations 29 Section 5.2 Compliance with Laws 29 Section 5.3 Maintenance of Existence Licenses and Franchises: Compliance With Agreements 30 Section 5.4 Maintenance of Properties 30 Section 5.5 Maintenance of Books and Records 30 Section 5.6 Inspection 30 Section 5.7 Insurance 31 Section 5.8 Appraisals 31 Section 5.9 Coverage Ratio 31 Section 5.10 Reporting Requirements 31 Section 5.11 Use of Proceeds 32 Section 5.12 Pool Assets 32 Section 5.13 Restrictions on Liens 33 Section 5.14 Mergers and Dissolutions 33 Section 5.15 Assignment 34 ARTICLE VI EVENTS OF DEFAULT; REMEDIES 34 Section 6.1 Events of Default 34 Section 6.2 Remedies Upon Default 35 Section 6.3 Remedies in General 36 ARTICLE VII THE AGENTS 36 Section 7.1 Authorization and Action 36 Section 7.2 Agents' Reliance, Etc. 36 Section 7.3 Rights of Agents as Banks 37 Section 7.4 Bank Credit Decision 37 Section 7.5 Agents' Indemnity 37 Section 7.6 Successor Administrative Agent 38 Section 7.7 Notice of Default 38 Section 7.8 Documentation Agents and Syndication Agent 38 ARTICLE VIII MISCELLANEOUS 38 Section 8.1 Amendments, Etc 38 Section 8.2 Notices, Etc. 39 Section 8.3 No Waiver; Remedies 40 Section 8.4 Costs, Expenses and Taxes 40 Section 8.5 Indemnity 40 Section 8.6 Right of Setoff 41 SECTION 8.7 GOVERNING LAW 41 Section 8.8 Submission To Jurisdiction; Waivers 41 Section 8.9 Survival of Representations and Warranties 41 Section 8.10 Binding Effect 41 Section 8.11 Successors and Assigns; Participations 42 Section 8.12 Independence of Covenants 44 Section 8.13 Severability 44 Section 8.14 Integration 44 Section 8.15 Descriptive Headings 44 Section 8.16 Execution in Counterparts 45 Section 8.17 WAIVERS OF JURY TRIAL 45 SCHEDULES Location of Lending Office; Notice Information Schedule I Pool Assets Schedule II {Page} EXHIBITS Form of Competitive Bid Request Exhibit A-1 Form of Notice of Committed Borrowing Exhibit A-2 Form of Notice to Banks of Competitive Bid Request Exhibit B Form of Competitive Bid Exhibit C Form of Competitive Note Exhibit D-1 Form of Committed Note Exhibit D-2 Form of Company's Internal Counsel Opinion Exhibit E-1 Form of Company's Outside Counsel Opinion Exhibit E-2 Form of Agents' Counsel Opinion Exhibit E-3 Form of Financial Report Certificate Exhibit F Form of Assignment and Acceptance Exhibit G Form of Appraisal Exhibit H {Page} 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of April 23, 2002, among SOUTHWEST AIRLINES CO., a Texas corporation (the "Company"), the Banks, JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Banks (in such capacity, the "Administrative Agent"), CITIBANK, N.A., a national banking association, as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANK ONE CORPORATION, a Delaware corporation and SUNTRUST BANK, a Georgia corporation, as documentation agents for the Banks (collectively, in such capacity, the "Documentation Agents"). The Company has requested the Banks to extend credit to the Company in order to enable it to borrow on a revolving credit basis on and after the Effective Date and at any time and from time to time prior to the Termination Date (each as herein defined) in an aggregate principal amount not in excess of $287,500,000 at any time outstanding. The maturity of such borrowings may be extended by one year pursuant to a term-out option described herein. The Company has also requested the Banks to provide a procedure pursuant to which the Company may designate that all of the Banks be invited to bid on an uncommitted basis on borrowings by the Company scheduled to mature on or prior to the Termination Date. The Banks are willing to extend such credit to the Company on the terms and conditions herein set forth. Accordingly, the Company, the Agents, and the Banks agree as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS Section 1.1 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Adjusted Pre-Tax Income" of any Person means, with respect to any period, net income before taxes of such Person for such period, but excluding 389662	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement: Chase Manhattan Bank, – National Association, as administrative agent, the banks party thereto, Bank of America National Trust and Savings Association, as documentation agent, NationsBank of Texas, N.A., as Syndication Agent and The Chase Manhattan Bank, as Auction Administration Agent. "Facility Fee" is defined in Section 2.5. "Facility Fee Percentage" means, as of any date, a percentage per annum determined by reference to the _____________ dt 1425462 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement: ABN AMRO BANK N.V. – Bank and as Documentation Agent By: Name: ______________________________ Title:______________________________ $25,000,000 SUNTRUST BANK, as a Bank and as Documentation Agent By: Name: ______________________________ Title:______________________________ $17,500,000 ABN AMRO BANK N.V. By: Name: ______________________________ Title:______________________________ $17,500,000 BARCLAYS BANK PLC By: Name: ______________________________ Title:______________________________ $17,500,000 BNP PARIBAS By: Name: ______________________________ Title: _______________________________ $17,500,000 _____________ dt 1470803 ; Citibank Citibank, NA As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement: CITIBANK, N.A. – EXHIBIT 10.2 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT {TEXT} 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT among SOUTHWEST AIRLINES CO., THE BANKS PARTY HERETO, CITIBANK, N.A. , as Syndication Agent, BANK ONE CORPORATION and SUNTRUST BANK, as Documentation Agents, and JPMORGAN CHASE BANK, as Administrative Agent As of April 23, 2002 J.P. MORGAN SECURITIES INC. _____________ CITIBANK, N.A. – SOUTHWEST AIRLINES CO., a Texas corporation (the "Company"), the Banks, JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Banks (in such capacity, the "Administrative Agent"), CITIBANK, N.A. , a national banking association, as syndication agent for the Banks (in such capacity, the "Syndication Agent"), BANK ONE CORPORATION, a Delaware corporation and SUNTRUST BANK, a Georgia corporation, as _____________ Citibank, N.A. – Authorization and Action. Each Bank hereby irrevocably appoints and authorizes (a) JPMorgan Chase Bank to act as its Administrative Agent hereunder and under each of the other Loan Papers, (b) Citibank, N.A. to act as Syndication Agent hereunder and (c) Bank One Corporation and SunTrust Bank to act as Documentation Agents hereunder. JPMorgan Chase Bank consents to such appointment and agrees _____________ Citibank, N.A. – to act as Documentation Agents hereunder. JPMorgan Chase Bank consents to such appointment and agrees to perform the duties of the Administrative Agent hereunder and under the other Loan Papers. Citibank, N.A. consents to such appointment and agrees, in consultation with the Company and the Administrative Agent, to select a syndicate of Banks to participate in the Commitments. Each Bank authorizes _____________ CITIBANK, N.A. – By: Name: ______________________________ Title:______________________________ {Page} $30,000,000 JPMORGAN CHASE BANK, as a Bank, an Issuing Bank and as Administrative Agent By: Name: ______________________________ Title:______________________________ $30,000,000 CITIBANK, N.A. , as a Bank and as Syndication Agent By: Name: ______________________________ Title:______________________________ $25,000,000 BANK ONE CORPORATION, as a Bank and as Documentation Agent By: Name: ______________________________ Title: _____________ dt 1478283 ;	McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement: McGraw-Hill Companies, Inc – including Eurocurrency Liabilities having a term equal to such Interest Period. "Rights" means rights, remedies, powers, and privileges. "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc . "Stage 3 Airframes" and "Stage 3 Engines" mean airframes or engines, respectively, owned by the Company and qualifying as Stage 3 airplanes, as set forth in Federal Aviation Regulation _____________ dt 1516444 ; Southwest Southwest Airlines Co. ( Airline ) As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement: SOUTHWEST AIRLINES CO. – 2 {SEQUENCE}4 {FILENAME}ex10_2.txt {DESCRIPTION}EXHIBIT 10.2 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT {TEXT} 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT among SOUTHWEST AIRLINES CO. , THE BANKS PARTY HERETO, CITIBANK, N.A., as Syndication Agent, BANK ONE CORPORATION and SUNTRUST BANK, as Documentation Agents, and JPMORGAN CHASE BANK, as Administrative Agent As of April _____________ SOUTHWEST AIRLINES CO. – of Appraisal Exhibit H {Page} 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of April 23, 2002, among SOUTHWEST AIRLINES CO. , a Texas corporation (the "Company"), the Banks, JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Banks (in such capacity, the "Administrative Agent"), CITIBANK, N. _____________ SOUTHWEST AIRLINES CO. – COUNTERCLAIM THEREIN {Page} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. SOUTHWEST AIRLINES CO. By: Name: ______________________________ Title:______________________________ {Page} $30,000,000 JPMORGAN CHASE BANK, as a Bank, an Issuing Bank and as Administrative Agent By: Name: ______________________________ Title:______________________________ $30,000, _____________ dt 1338361 ; More...
Preview Full Doc	2003	364-Day Credit Agreement [Amended and Restated] 364-Day Credit Agreement [Amended and Restated] (251K) Doc #193720: Click preview link for longer preview. AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of July 1, 2003 among ANTHEM, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, as Administrative Agent BANK OF AMERICA, N.A., as Syndication Agent WACHOVIA BANK, NATIONAL ASSOCIATION as Syndication Agent FLEET NATIONAL BANK, as Documentation Agent WILLIAM STREET COMMITMENT CORPORATION, as Documentation Agent J.P. MORGAN SECURITIES INC., as Sole Lead Arranger and Sole Bookrunner . . . 193720	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Credit Agreement [Amended and Restated]: Chase Manhattan Bank, – Indiana Secretary of State as of June 23, 2003. SCHEDULE II (a) Fiscal Agency Agreement dated April 1, 1997, between AICI and The Chase Manhattan Bank, as fiscal agent, in respect of the $200,000,000 Surplus Notes due 2027. (b) Fiscal Agency Agreement dated February 1, 2000, _____________ Chase Manhattan Bank, – 6.75% Senior Secured Notes due 2003. (d) Five Year Credit Agreement dated as of November 5, 2001; among AICI, the Company, The Chase Manhattan Bank, as Administrative Agent, Bank of America, N.A., as Syndication Agent, Fleet National Bank, as Documentation Agent, and the Lenders parties thereto, _____________ dt 102035 ; Anthem Anthem, Inc. As referenced in this 364-Day Credit Agreement [Amended and Restated]: ANTHEM, INC – RESTATED 364-DAY CREDIT AGREEMENT Exhibit 4.12(i) AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of July 1, 2003 among ANTHEM, INC . The Lenders Party Hereto and JPMORGAN CHASE BANK, as Administrative Agent BANK OF AMERICA, N.A., as Syndication Agent WACHOVIA BANK, NATIONAL _____________ Anthem, Inc – for the Borrower Exhibit C Form of Opinion of David R. Frick, Esq., Executive Vice President and Chief Legal and Administrative Officer of Anthem, Inc . AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of July 1, 2003, among ANTHEM, INC.; the LENDERS party hereto; JPMORGAN CHASE _____________ ANTHEM, INC – and Chief Legal and Administrative Officer of Anthem, Inc. AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of July 1, 2003, among ANTHEM, INC .; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent; BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication _____________ Anthem, Inc – permitted by such insurance commissioner (or such similar authority) to be disclosed therein, together with all exhibits or schedules filed therewith. AI means Anthem, Inc ., an Indiana corporation. Applicable Percentage means, with respect to any Lender, the percentage of the total Commitments represented by such Lenders Commitment. _____________ Anthem, Inc – overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (a) if to the Borrower, to it at Anthem, Inc ., 120 Monument Circle, Indianapolis, Indiana 46204, Attention of Treasurer (Telecopy No. 317-488-6160); (b) if to the Administrative Agent, to JPMorgan _____________ dt 230769 ; Citibank Citibank, NA As referenced in this 364-Day Credit Agreement [Amended and Restated]: Citibank, N.A. – National Bank $ 52,500,000.00 Wachovia Bank, N.A. $ 52,500,000.00 The Bank of New York $ 40,000,000.00 Citibank, N.A. $ 40,000,000.00 Branch Banking & Trust Company $ 40,000,000.00 LaSalle Bank National Association $ 30,000,000.00 UBS AG $ _____________ dt 146279 ;	Humana Humana Inc. ( Accident & Health Insurance ) As referenced in this 364-Day Credit Agreement [Amended and Restated]: Humana, Inc – of Cincinnati and A. Lee Greiner, M.D., Victor Schmelzer, M.D., and Karl S. Ulicny, Jr., M.D. v. Aetna Health, Inc., Humana, Inc ., Anthem Blue Cross and Blue Shield, and United Health Care, Inc., No. 02-CI-903 was filed on June 27, 2002 in _____________ dt 230951 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this 364-Day Credit Agreement [Amended and Restated]: McGraw-Hill Companies, Inc – the Financial Statements referred to in Section 3.05(c) and (d). S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc . Securities Act means the Securities Act of 1933, as amended. Single Employer Plan means a Plan subject to Title IV of ERISA _____________ dt 311172 ; More...
Preview Full Doc	2001	364-Day Credit Agreement 364-Day Credit Agreement (269K) Doc #212660: Click preview link for longer preview. 364-DAY CREDIT AGREEMENT Dated as of November 17, 2000 Among THE VALSPAR CORPORATION The Borrowing Subsidiaries Party Hereto The Lenders Party Hereto And THE CHASE MANHATTAN BANK, as Administrative Agent CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent the AUSTRALIAN AGENT BANK OF AMERICA, N.A., CITICORP USA, INC., WACHOVIA BANK, N.A., as Co-Syndication Agents and Co-Documentation Agents --------------------------- CHASE SECURITIES INC. as Advisor, Sole Lead Arranger and Sole Book Manager {PAGE} TABLE OF CONTENTS ARTICLE I Definitions SECTION 1.01. Defined Terms...................................................1 SECTION 1.02. Classification of Loans and Borrowings.........................17 SECTION 1.03. Terms Generally................................................18 SECTION 1.04. Accounting Terms; GAAP.........................................18 SECTION 1.05. Exchange Rates.................................................18 SECTION 1.06. Redenomination of Certain Designated Foreign Currencies........19 ARTICLE II The Credits SECTION 2.01. Commitments....................................................19 SECTION 2.02. Loans and Borrowings...........................................19 SECTION 2.03. Requests for Revolving Borrowings..............................20 SECTION 2.04. Competitive Bid Procedure......................................21 SECTION 2.05. Funding of Borrowings..........................................23 SECTION 2.06. Interest Elections.............................................23 SECTION 2.07. Termination and Reduction of Commitments.......................24 SECTION 2.08. Repayment of Loans; Evidence of Debt...........................25 SECTION 2.09. Prepayment of Loans............................................25 SECTION 2.10. Fees...........................................................26 SECTION 2.11. Interest.......................................................27 SECTION 2.12. Alternate Rate of Interest.....................................28 SECTION 2.13. Increased Costs................................................28 SECTION 2.14. Break Funding Payments.........................................29 SECTION 2.15. Taxes..........................................................30 SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-offs....31 SECTION 2.17. Mitigation Obligations; Replacement of Lenders.................32 SECTION 2.18. Borrowing Subsidiaries.........................................33 SECTION 2.19. Additional Reserve Costs.......................................33 SECTION 2.20. Foreign Subsidiary Costs.......................................34 SECTION 2.21. Reliquification Bills..........................................35 ARTICLE III Representations and Warranties SECTION 3.01. Corporate Existence and Power..................................34 SECTION 3.02. Corporate and Governmental Authorization; No Contravention.....34 SECTION 3.03. Binding Effect.................................................35 SECTION 3.04. Financial Information..........................................35 SECTION 3.05. No Litigation..................................................35 SECTION 3.06. Compliance with ERISA..........................................35 SECTION 3.07. Compliance with Laws; Payment of Taxes.........................35 SECTION 3.08. Subsidiaries...................................................36 SECTION 3.09. Investment Company Act.........................................36 SECTION 3.10. Public Utility Holding Company Act.............................36 {PAGE} SECTION 3.11. Ownership of Property; Liens...................................36 SECTION 3.12. No Default.....................................................36 SECTION 3.13. Full Disclosure................................................36 SECTION 3.14. Environmental Matters..........................................36 SECTION 3.15. Capital Stock..................................................37 SECTION 3.16. Margin Stock...................................................37 SECTION 3.17. Insolvency.....................................................37 ARTICLE IV Conditions SECTION 4.01. Effective Date.................................................37 SECTION 4.02. Each Credit Event..............................................39 SECTION 4.03. Initial Borrowing by each Borrowing Subsidiary.................39 ARTICLE V Covenants SECTION 5.01. Information....................................................40 SECTION 5.02. Inspection of Property, Books and Records......................41 SECTION 5.03. Ratio of Consolidated Debt to Consolidated EBITDA..............41 SECTION 5.04. Minimum Shareholders' Equity...................................41 SECTION 5.05. Restricted Payments............................................41 SECTION 5.06. Loans or Advances..............................................41 SECTION 5.07. Acquisitions...................................................42 SECTION 5.08. Negative Pledge................................................42 SECTION 5.09. Maintenance of Existence.......................................43 SECTION 5.10. Dissolution....................................................43 SECTION 5.11. Consolidations, Mergers and Sales of Assets....................43 SECTION 5.12. Use of Proceeds................................................43 SECTION 5.13. Compliance with Laws; Payment of Taxes.........................43 SECTION 5.14. Insurance......................................................44 SECTION 5.15. Change in Fiscal Year..........................................44 SECTION 5.16. Maintenance of Property........................................44 SECTION 5.17. Environmental Notices..........................................44 SECTION 5.18. Environmental Matters..........................................44 SECTION 5.19. Environmental Release..........................................44 SECTION 5.20. Transactions with Affiliates...................................44 SECTION 5.21. Limitation on Subsidiary Debt..................................45 SECTION 5.22. Subsidiary Guarantors..........................................45 ARTICLE VI Events of Default SECTION 6.01. Events of Default..............................................45 SECTION 6.02. Notice of Default..............................................47 ARTICLE VII The Agents {PAGE} ARTICLE VIII Guarantee ARTICLE IX Miscellaneous SECTION 9.01. Notices........................................................51 SECTION 9.02. Waivers; Amendments............................................52 SECTION 9.03. Expenses; Indemnity; Damage Waiver.............................52 SECTION 9.04. Successors and Assigns.........................................53 SECTION 9.05. Survival.......................................................55 SECTION 9.06. Counterparts; Integration; Effectiveness.......................56 SECTION 9.07. Severability...................................................56 SECTION 9.08. Right of Setoff................................................56 SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process.....56 SECTION 9.10. WAIVER OF JURY TRIAL...........................................57 SECTION 9.11. Headings.......................................................57 SECTION 9.12. Confidentiality................................................57 SECTION 9.13. Conversion of Currencies.......................................58 SECTION 9.14. Interest Rate Limitation.......................................58 SECTION 9.15. Release of Subsidiary Guarantors...............................58 SCHEDULES: ---------- Schedule 1.01 -- Domestic Material Subsidiaries Schedule 2.01 -- Commitments Schedule 3.08 -- Subsidiaries Schedule 3.14 -- Environmental Matters EXHIBITS: -------- Exhibit A-1 -- Form of Borrowing Subsidiary Agreement Exhibit A-2 -- Form of Borrowing Subsidiary Termination Exhibit B -- Form of Assignment and Acceptance Exhibit C -- Form of Opinion of Lindquist & Vennum, PLLP Exhibit D -- Mandatory Costs Rate Exhibit E -- Form of Compliance Certificate Exhibit F -- Form of Guarantee Agreement Exhibit G -- Form of Indemnity, Subrogation and Contribution Agreement {PAGE} 364-DAY CREDIT AGREEMENT dated as of November 17, 2000, among THE VALSPAR CORPORATION, a Delaware corporation (the "Company"); the BORROWING SUBSIDIARIES from time to time party hereto; the LENDERS from time to time party hereto; THE CHASE MANHATTAN BANK, as Administrative Agent; CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent; the AUSTRALIAN AGENT; and BANK OF AMERICA, N.A., CITICORP USA, INC. and WACHOVIA BANK, N.A., as Co-Syndication Agents and Co-Documentation Agents. The Company has entered into the Acquisition Agreement (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) under which it has agreed to make the Lilly Acquisition. The Company has requested the Lenders to extend Commitments under which the Borrowers may obtain revolving loans in an aggregate principal amount at any time outstanding not greater than US$500,000,000 or the equivalent thereof in certain other currencies. The proceeds of the Borrowings hereunder will be used to finance the Lilly Acquisition, to refinance existing Debt of the Company and the Subsidiaries and to pay related fees and expenses, as well as for working capital and general corporate purposes, including the financing of future acquisitions. The Lenders are willing to establish the credit facilities referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows: ARTICLE I Definitions SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: "ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. "Acquisition" means any transaction pursuant to which the Company or any of the Subsidiaries directly or indirectly, in its own name or by or through a nominee or an agent (a) acquires equity Securities (or warrants, options or other rights to acquire such Securities) of any Person other than the Company or a Person which is, prior to such acquisition, a Subsidiary of the Company, pursuant to a solicitation of tenders therefor, or in one or more negotiated block, market or other transactions not involving a tender offer, or a combination of any of the foregoing, or (b) makes any Person a Subsidiary of the Company, or causes any Person other than a Subsidiary to be merged into the Company or any of its Subsidiaries, in any case pursuant to a merger, purchase of assets or any reorganization providing for the delivery or issuance to the holders of such Person's then outstanding Securities, in exchange for such Securities, of cash or Securities of the Company or any of its Subsidiaries, or a combination thereof, or (c) purchases all or substantially all of the business or assets of any Person or line of business or business unit (or substantially all of the assets comprising a line of business or business unit) of any Person. "Acquisition Agreement" means the Agreement and Plan of Merger dated as of June 23, 2000, among the Company, VAL Acquisition Corp., a Wholly Owned Subsidiary, and Lilly. {PAGE} "Adjusted LIBO Rate" means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. "Administrative Agent" means The Chase Manhattan Bank, in its capacity as administrative agent for the Lenders hereunder. "Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent. "Affiliate" of any Person means (i) any other Person which directly, or indirectly through one or more intermediaries, controls such Person, (ii) any other Person which directly, or indirectly through one or more intermediaries, is controlled by or is under common control with such Person, or (iii) any other Person of which such Person owns, directly or indirectly, 20% or more of the common stock or equivalent equity interests. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "Agents" means, collectively, the Administrative Agent, the London Agent and the Australian Agent. "Agreement Currency" has the meaning assigned to such term in Section 9.13(b). "Alternate Base Rate" means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day, (b) the Base CD Rate plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively. "Applicable Agent" means (a) with respect to a Loan or Borrowing denominated in US Dollars, the Administrative Agent, (b) with respect to a Loan or Borrowing denominated in any Designated Foreign Currency other than Australian Dollars, the London Agent and (c) with respect to a Loan or Borrowing denominated in Australian Dollars, the Australian Agent. "Applicable Creditor" has the meaning assigned to such term in Section 9.13(b). "Applicable Percentage" means at any time, with respect to any Lender, the percentage of the total Commitments represented by such Lender's Commitment at such time, or if the Commitments have terminated or expired, the percentage of the total Revolving Exposures and Competitive Loan Exposures represented by such Lender's Revolving Exposures and Competitive Loan Exposures at such time; provided that if at the time of determination there are no Revolving Exposures or Competitive Loan Exposures, the "Applicable Percentage" shall be the percentage of the total Commitments most recently in effect represented by such Lender's Commitment most recently in effect. "Applicable Rate" means, for any day, with respect to any Eurocurrency Revolving Loan or Bill Rate Loan, or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption "Eurocurrency and Bill Rate Spread" or "Facility Fee Rate", as the case may be, based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt (or, if the Company does not have Index Debt, then based upon the Company's corporate credit ratings by Moody's and S&P): 212660	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Credit Agreement: CHASE MANHATTAN BANK, – CREDIT AGREEMENT Dated as of November 17, 2000 Among THE VALSPAR CORPORATION The Borrowing Subsidiaries Party Hereto The Lenders Party Hereto And THE CHASE MANHATTAN BANK, as Administrative Agent CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent the AUSTRALIAN AGENT BANK OF AMERICA, N.A., CITICORP USA, INC., WACHOVIA _____________ CHASE MANHATTAN BANK, – a Delaware corporation (the "Company"); the BORROWING SUBSIDIARIES from time to time party hereto; the LENDERS from time to time party hereto; THE CHASE MANHATTAN BANK, as Administrative Agent; CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent; the AUSTRALIAN AGENT; and BANK OF AMERICA, N.A., CITICORP USA, INC. _____________ Chase Manhattan Bank, – of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. "Administrative Agent" means The Chase Manhattan Bank, in its capacity as administrative agent for the Lenders hereunder. "Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the _____________ Chase Manhattan Bank – not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. {PAGE} "Chase" means The Chase Manhattan Bank and its successors. "Class", when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising _____________ Chase Manhattan Bank, – Subsidiary Guarantor, to it in care of the Company as provided in paragraph (a) above; (c) if to the Administrative Agent, to The Chase Manhattan Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of Margaret Swales (Telecopy No. ( _____________ dt 102122 ; Citicorp USA Citicorp USA, Inc. As referenced in this 364-Day Credit Agreement: CITICORP USA, INC – And THE CHASE MANHATTAN BANK, as Administrative Agent CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent the AUSTRALIAN AGENT BANK OF AMERICA, N.A., CITICORP USA, INC ., WACHOVIA BANK, N.A., as Co-Syndication Agents and Co-Documentation Agents --------------------------- CHASE SECURITIES INC. as Advisor, Sole Lead Arranger and Sole _____________ CITICORP USA, INC – THE CHASE MANHATTAN BANK, as Administrative Agent; CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent; the AUSTRALIAN AGENT; and BANK OF AMERICA, N.A., CITICORP USA, INC . and WACHOVIA BANK, N.A., as Co-Syndication Agents and Co-Documentation Agents. The Company has entered into the Acquisition Agreement (such _____________ Citicorp USA, Inc – from time to time party thereto, Chase, as administrative agent, Chase Manhattan International Limited, as London agent, and Bank of America, N.A., Citicorp USA, Inc . and Wachovia Bank, N.A. as co-syndication agents and co-documentation agents. "Fixed Rate" means, with respect to any Competitive Loan ( _____________ CITICORP USA, INC – Administrative Agent, by ------------------------- Name: Title: BANK OF AMERICA, N.A., individually and as Co-Documentation Agent and Co-Syndication Agent, by ------------------------- Name: Title: CITICORP USA, INC ., individually and as Co-Documentation Agent and Co-Syndication Agent, by ------------------------- Name: Title: WACHOVIA BANK, N.A., individually and as Co-Documentation _____________ dt 165067 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this 364-Day Credit Agreement: McGraw-Hill Companies, Inc – a Multicurrency Tranche Revolving Loan or an Australian Tranche Revolving Loan. "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc . "Security" has the meaning assigned to such term in Section 2(l) of the Securities Act of 1933, as amended. "Shareholders' Equity" _____________ dt 311225 ;	Valspar Valspar Corp. ( Chemical Manufacturing ) As referenced in this 364-Day Credit Agreement: valspar – EXHIBIT 10(n) 364-DAY CREDIT AGREEMENT Dated as of November 17, 2000 Among THE VALSPAR CORPORATION The Borrowing Subsidiaries Party Hereto The Lenders Party Hereto And THE CHASE MANHATTAN BANK, valspar – Contribution Agreement {PAGE} 364-DAY CREDIT AGREEMENT dated as of November 17, 2000, among THE VALSPAR CORPORATION, a Delaware corporation (the "Company"); the BORROWING SUBSIDIARIES from time to time party hereto; valspar – US Tranche Commitment, a Multicurrency Tranche Commitment or an Australian Tranche Commitment. "Company" means The Valspar Corporation, an Delaware corporation. "Competitive Bid" means an offer by a Lender to make a valspar – Agreement dated as of August 25, 2000 among the Company, Engineered Polymer Solutions, Inc., The Valspar (UK) Holding Corporation Ltd., The Valspar (Netherland) Holding Corporation A.G., Forton B.V. valspar – 2000 among the Company, Engineered Polymer Solutions, Inc., The Valspar (UK) Holding Corporation Ltd., The Valspar (Netherland) Holding Corporation A.G., Forton B.V. and Dyflex B.V. and Wachovia dt 12845 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this 364-Day Credit Agreement: BANK OF AMERICA, – MANHATTAN BANK, as Administrative Agent CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent the AUSTRALIAN AGENT BANK OF AMERICA, N.A., CITICORP USA, INC., WACHOVIA BANK, N.A., as Co-Syndication Agents and BANK OF AMERICA, – BANK, as Administrative Agent; CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent; the AUSTRALIAN AGENT; and BANK OF AMERICA, N.A., CITICORP USA, INC. and WACHOVIA BANK, N.A., as Co-Syndication Agents Bank of America, – time party thereto, Chase, as administrative agent, Chase Manhattan International Limited, as London agent, and Bank of America, N.A., Citicorp USA, Inc. and Wachovia Bank, N.A. as co-syndication agents BANK OF AMERICA, – Name: Title: {PAGE} THE CHASE MANHATTAN BANK, individually and as Administrative Agent, by ------------------------- Name: Title: BANK OF AMERICA, N.A., individually and as Co-Documentation Agent and Co-Syndication Agent, by ------------------------- Name: dt 40839 ; More...
Preview Full Doc	2001	364-Day Credit Agreement [Amendment No. 1] 364-Day Credit Agreement [Amendment No. 1] (22K) Doc #213511: Click preview link for longer preview. AMENDMENT NO. 1 AMENDMENT NO. 1 (this "Agreement") dated as of February 1, --------- 2001 among: SOLUTIA INC., a Delaware corporation (the "Company"); ------- each of the lenders (the "Lenders") listed on the ------- signature pages hereof; and CITIBANK, N.A., as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). -------------------- The Company, the Lenders, the Syndication Agent and the Administrative Agent are parties to a 364-Day Multi-Currency Credit Agreement dated as of November 21, 2000 (the "Credit Agreement"). The ---------------- Company has requested the Lenders to amend the Credit Agreement in certain respects, and the Lenders are willing to so amend the Credit Agreement, all on the terms and conditions set forth herein. Accordingly, the parties hereto hereby agree as follows: Section 1. Definitions. Except as otherwise defined in ----------- this Agreement, terms defined in the Credit Agreement are used herein as defined therein. Section 2. Amendment to Financial Covenants. Subject to -------------------------------- the Administrative Agent's receipt of this Agreement, duly executed by each of the Company, the Majority Lenders and the Administrative Agent, but effective as of the date hereof: A. Pricing Changes. Schedules 2A and 2B to the Credit --------------- Agreement are amended to read in their entirety as set forth on Schedules 2A and 2B hereto. B. Financial Covenants. Section 5.03 of the Credit ------------------- Agreement is amended to read in its entirety as follows: "SECTION 5.03. Financial Covenants. So long as ------------------- any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Company shall not: (a) Debt to Adjusted EBITDA. Permit the ----------------------- Debt to Adjusted EBITDA Ratio to exceed: (1) at any time on or prior to June 30, 2001, 3.50 to 1.00; (2) at any time from (and including) July 1, 2001 to (and including) December 30, 2001, 3.75 to 1.00; and (3) at any time from and after December 31, 2001, 3.50 to 1.00. (b) Interest Coverage Ratio. Permit the ----------------------- Interest Coverage Ratio to be less than: 213511	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Credit Agreement [Amendment No. 1]: CHASE MANHATTAN BANK – 00 BANK ONE, NA (MAIN OFFICE CHICAGO) By: /s/ William J. Oleferchik ------------------------------------------- Name: William J. Oleferchik Title: Director $20,000,000.00 THE CHASE MANHATTAN BANK By: /s/ Lawrence Palumbo, Jr. ------------------------------------------- Name: Lawrence Palumbo, Jr. Title: Vice President $20,000,000.00 DEUTSCHE BANK AG NEW YORK BRANCH _____________ dt 102137 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this 364-Day Credit Agreement [Amendment No. 1]: ABN AMRO BANK – A. By: /s/ David Noda ------------------------------------------- Name: David Noda Title: Managing Director $22,500,000.00 ABN AMRO BANK N.V. By: /s/ Steven M. Buehler ------------------------------------------- Name: Steven Buehler Title: Vice President By: /s/ dt 45386 ; Citibank Citibank, NA As referenced in this 364-Day Credit Agreement [Amendment No. 1]: CITIBANK, N.A. – 1, --------- 2001 among: SOLUTIA INC., a Delaware corporation (the "Company"); ------- each of the lenders (the "Lenders") listed on the ------- signature pages hereof; and CITIBANK, N.A. , as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative _____________ CITIBANK, N.A. – thereunto duly authorized, as of the date first above written. SOLUTIA INC. By: /s/ Kevin Wilson ------------------------------------------ Name: Kevin Wilson Title: Vice President & Treasurer CITIBANK, N.A. , as Administrative Agent By: /s/ Wajeeh Faheem ------------------------------------------ Name: Wajeeh Faheem Title: Vice President AMENDMENT NO. 1 (SOLUTIA 364-DAY CREDIT AGREEMENT) {PAGE} { _____________ CITIBANK, N.A. – Wajeeh Faheem Title: Vice President AMENDMENT NO. 1 (SOLUTIA 364-DAY CREDIT AGREEMENT) {PAGE} {PAGE} - 4 - COMMITMENTS THE LENDERS ----------- ----------- $30,000,000.00 CITIBANK, N.A. By: /s/ Wajeeh Faheem ------------------------------------------- Name: Wajeeh Faheem Title: Vice President $25,000,000.00 BANK OF AMERICA, N.A. By: /s/ David _____________ dt 146389 ;	Solutia Solutia Inc. ( Chemical Manufacturing ) As referenced in this 364-Day Credit Agreement [Amendment No. 1]: solutia – AMENDMENT NO. 1 AMENDMENT NO. 1 (this "Agreement") dated as of February 1, --------- 2001 among: SOLUTIA INC., a Delaware corporation (the "Company"); ------- each of the lenders (the "Lenders") listed on the ------- (solutia – Interest Coverage Ratio. Permit the ----------------------- Interest Coverage Ratio to be less than: AMENDMENT NO. 1 (SOLUTIA 364-DAY CREDIT AGREEMENT) {PAGE} {PAGE} - 2 - (1) at any time on or prior to ( (solutia – law of the State of New York. [remainder of page intentionally blank] AMENDMENT NO. 1 (SOLUTIA 364-DAY CREDIT AGREEMENT) {PAGE} {PAGE} - 3 - IN WITNESS WHEREOF, the parties hereto have caused solutia – executed by their respective officers thereunto duly authorized, as of the date first above written. SOLUTIA INC. By: /s/ Kevin Wilson ------------------------------------------ Name: Kevin Wilson Title: Vice President & Treasurer CITIBANK, N.A., (solutia – Administrative Agent By: /s/ Wajeeh Faheem ------------------------------------------ Name: Wajeeh Faheem Title: Vice President AMENDMENT NO. 1 (SOLUTIA 364-DAY CREDIT AGREEMENT) {PAGE} {PAGE} - 4 - COMMITMENTS THE LENDERS ----------- ----------- $30,000,000.00 CITIBANK, dt 13544 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this 364-Day Credit Agreement [Amendment No. 1]: BANK OF AMERICA, – A. By: /s/ Wajeeh Faheem ------------------------------------------- Name: Wajeeh Faheem Title: Vice President $25,000,000.00 BANK OF AMERICA, N.A. By: /s/ David Noda ------------------------------------------- Name: David Noda Title: Managing Director $22,500, dt 40871 ; More...
Preview Full Doc	2000	364-Day Credit Agreement 364-Day Credit Agreement (185K) Doc #214394: Click preview link for longer preview. RPM, INC. 364-DAY CREDIT AGREEMENT Dated as of July 14, 2000 $200,000,000 THE CHASE MANHATTAN BANK as Administrative Agent ************************************************************ CHASE SECURITIES INC. Book Manager and Lead Arranger {PAGE} 2 TABLE OF CONTENTS ---------------------- PAGE ---- SECTION 1. Definitions and Accounting Matters --------------------------------------------- 1.01 Certain Defined Terms..............................................1 1.02 Accounting Terms and Determinations...............................12 1.03 Class and Types of Loans..........................................12 SECTION 2. Commitments ---------------------- 2.01 Loans.............................................................13 2.02 Reductions of Commitments.........................................14 2.03 Fees..............................................................15 2.04 Lending Offices...................................................16 2.05 Several Obligations...............................................16 2.06 Notes.............................................................16 2.07 Use of Proceeds...................................................16 SECTION 3. Borrowings, Conversions and Prepayments -------------------------------------------------- 3.01 Borrowings........................................................17 3.02 Prepayments and Conversions.......................................17 3.03 Competitive Bid Procedure.........................................17 SECTION 4. Payments of Principal and Interest --------------------------------------------- 4.01 Repayment of Loans................................................20 4.02 Interest..........................................................20 SECTION 5. Payments; Pro Rata Treatment; Computations; Etc ---------------------------------------------------------- 5.01 Payments..........................................................22 5.02 Pro Rata Treatment................................................23 5.03 Computations......................................................23 5.04 Minimum and Maximum Amounts; Types................................23 5.05 Certain Notices...................................................23 5.06 Non-Receipt of Funds by the Administrative Agent..................24 5.07 Sharing of Payments, Etc..........................................25 5.08 Taxes.............................................................25 SECTION 6. Yield Protection and Illegality ------------------------------------------ 6.01 Additional Costs..................................................28 6.02 Limitation on Types of Loans......................................29 6.03 Illegality........................................................30 6.04 Substitute Base Rate Loans........................................30 {PAGE} 3 PAGE ---- 6.05 Compensation......................................................31 6.06 Capital Adequacy..................................................31 6.07 Substitution of Lender............................................32 SECTION 7. Conditions Precedent ------------------------------- 7.01 Initial Loans.....................................................32 7.02 Initial and Subsequent Loans......................................33 SECTION 8. Representations and Warranties ----------------------------------------- 8.01 Corporate Existence...............................................34 8.02 Information.......................................................34 8.03 Litigation........................................................35 8.04 No Breach.........................................................35 8.05 Corporate Action..................................................36 8.06 Approvals.........................................................36 8.07 Regulations U and X...............................................36 8.08 ERISA.............................................................36 8.09 Taxes.............................................................37 8.10 Subsidiaries......................................................37 8.11 Investment Company Act............................................37 8.12 Public Utility Holding Company Act................................37 8.13 Ownership and Use of Properties...................................37 8.14 Environmental Matters.............................................37 SECTION 9. Covenants -------------------- 9.01 Information.......................................................38 9.02 Taxes and Claims..................................................40 9.03 Insurance.........................................................40 9.04 Maintenance of Existence; Conduct of Business.....................40 9.05 Maintenance of and Access to Properties...........................40 9.06 Compliance with Applicable Laws...................................41 9.07 Litigation........................................................41 9.08 Leverage Ratio....................................................41 9.09 Interest Coverage Ratio...........................................41 9.10 Mergers, Asset Dispositions, Etc..................................41 9.11 Liens.............................................................41 9.12 Investments.......................................................42 9.13 Transactions with Affiliates......................................43 9.14 Lines of Business.................................................43 9.15 Environmental Matters.............................................43 9.16 Lease Payments....................................................44 ii {PAGE} 4 PAGE ---- SECTION 10. Defaults -------------------- 10.01 Events of Default.................................................44 SECTION 11. The Administrative Agent ------------------------------------ 11.01 Appointment, Powers and Immunities................................47 11.02 Reliance by Administrative Agent..................................48 11.03 Defaults..........................................................48 11.04 Rights as a Lender................................................48 11.05 Indemnification...................................................49 11.06 Non-Reliance on Administrative Agent and Other Lenders............49 11.07 Failure to Act....................................................49 11.08 Resignation or Removal of Administrative Agent....................50 SECTION 12. Miscellaneous ------------------------- 12.01 Waiver............................................................50 12.02 Notices...........................................................51 12.03 Expenses, Etc.....................................................51 12.04 Indemnification...................................................51 12.05 Amendments, Etc...................................................51 12.06 Successors and Assigns............................................52 12.07 Confidentiality...................................................53 12.08 Survival..........................................................54 12.09 Captions..........................................................54 12.10 Counterparts; Integration.........................................54 12.11 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL........................................................54 12.12 Waiver and Termination of Existing Credit Agreements..............55 iii {PAGE} 5 SCHEDULES --------- SCHEDULE I - Subsidiaries and Joint Ventures EXHIBITS -------- EXHIBIT A - Form of Note EXHIBIT B-1 - Form of Opinion of Counsel to the Company EXHIBIT B-2 - Form of Opinion of General Counsel of the Company EXHIBIT C - Form of Opinion of Special Counsel to the Administrative Agent iv {PAGE} 6 CREDIT AGREEMENT AGREEMENT dated as of July 14, 2000 among: RPM, INC., a corporation duly organized and validly existing under the laws of the State of Ohio (together with its successors, the "COMPANY"); each of the lenders which is or which may from time to time become a signatory hereto (individually, together with its successors, a "LENDER" and, collectively, together with their respective successors, the "LENDERS"); and THE CHASE MANHATTAN BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "ADMINISTRATIVE AGENT"). The parties hereto agree as follows: SECTION 1. Definitions and Accounting Matters. 1.01 Certain Defined Terms. As used herein, the following terms shall have the following meanings (all terms defined in this Section 1.01 or in other provisions of this Agreement in the singular to have the same meanings when used in the plural and vice versa): "ABSOLUTE RATE" shall mean, with respect to any Competitive Loan (other than a Eurodollar Competitive Loan), the fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid. "ACCEPTABLE INSURER" means an insurance company (i) having an A.M. Best rating of "A-" or better and being in a financial size category of X or larger (as such category is defined as of the date hereof) or (ii) otherwise acceptable to the Majority Lenders. First Colonial Insurance Company, a wholly-owned Subsidiary of the Company, is deemed to be acceptable with respect to the dollar amount of insurance it is providing on the date of this Agreement. "AFFILIATE" shall mean, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person and, if such Person is an individual, any member of the immediate family (including parents, siblings, spouse, children, stepchildren, nephews, nieces and grandchildren) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any Person who is controlled by any such member or trust. As used in this definition, "CONTROL" (including, with correlative meanings, "CONTROLLED BY" and "UNDER COMMON CONTROL WITH") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or {PAGE} 7 otherwise), provided that, in any event, any Person which owns directly or indirectly more than 5% of the securities having ordinary voting power for the election of directors or other governing body of a corporation or more than 5% of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person. "APPLICABLE LENDING OFFICE" shall mean, for each Lender and for each Type of Loan, the Lending Office of such Lender (or of an affiliate of such Lender) specified by such Lender from time to time to the Administrative Agent and the Company as the office by which its Loans of such Type are to be made and/or issued and maintained. "BANKRUPTCY CODE" shall mean the United States Bankruptcy Code, as now or hereafter in effect, or any successor statute. "BASE RATE" shall mean, with respect to any Base Rate Loan for any day, the rate per annum equal to the higher as of such day of (i) the Federal Funds Rate plus 1/2 of 1% or (ii) the Prime Rate. "BASE RATE LOANS" shall mean Loans which bear interest at a rate based upon the Base Rate. "BASIC DOCUMENTS" shall mean this Agreement and the Notes. "BUSINESS DAY" shall mean any day other than a day on which commercial banks are authorized or required to close in New York City and, where such term is used in the definition of "Quarterly Date" in this Section 1.01 or if such 214394	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Credit Agreement: CHASE MANHATTAN BANK – PAGE} 1 Exhibit 10.15 CONFORMED COPY ********************************************************** RPM, INC. 364-DAY CREDIT AGREEMENT Dated as of July 14, 2000 $200,000,000 THE CHASE MANHATTAN BANK as Administrative Agent ******************************************************** CHASE SECURITIES INC. Book Manager and Lead Arranger {PAGE} 2 TABLE OF CONTENTS ---------------------- PAGE ---- SECTION 1. Definitions and Accounting _____________ CHASE MANHATTAN BANK, – time become a signatory hereto (individually, together with its successors, a "LENDER" and, collectively, together with their respective successors, the "LENDERS"); and THE CHASE MANHATTAN BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "ADMINISTRATIVE AGENT"). The parties hereto _____________ Chase Manhattan Bank – Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, and regulations promulgated thereunder. "CHASE" shall mean The Chase Manhattan Bank and its successors. "CLASS" shall have the meaning assigned to such term in Section 1.03 hereof. "CLOSING DATE" shall mean the date _____________ CHASE MANHATTAN BANK – 777 Medina, Ohio 44258 Attention: Chief Financial Officer Telephone Number: 330-273-8833 Telecopy Number: 330-225-6574 55 {PAGE} 61 Commitment: THE CHASE MANHATTAN BANK $23,714,285.71 By /s/ Peter A. Dedousis --------------------------------- Title: Managing Director Address for Notices: The Chase Manhattan Bank 270 Park Avenue, _____________ Chase Manhattan Bank –** PAGE} 61 Commitment: THE CHASE MANHATTAN BANK $23,714,285.71 By /s/ Peter A. Dedousis --------------------------------- Title: Managing Director Address for Notices: The Chase Manhattan Bank 270 Park Avenue, 38th Floor New York, New York 10017 Attention: Stacey Haimes Telecopy Number: (212) 270-1355 56 {PAGE} 62 Commitment: _____________ dt 102152 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this 364-Day Credit Agreement: BANK OF AMERICA, – Cleveland, OH 44114 Attention: Revette Vickerstaff Telecopy Number: 216-488-7110 58 {PAGE} 64 Commitment: BANK OF AMERICA, N.A. $18,571,428.57 By /s/ Richard G. Parkhurst, Jr. ------------------------------ Title: Managing dt 40883 ; BNY Bank of New York ( Money Center Banks ) As referenced in this 364-Day Credit Agreement: Bank of New York – System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if such day is BANK OF NEW YORK – D. Barrett Senior Vice President Telecopy Number: 216-623-9208 67 {PAGE} 73 Commitment: THE BANK OF NEW YORK $5,714,285.71 By /s/ Walter C. Parelli --------------------------------- Title: Vice President Address for Bank of New York – 714,285.71 By /s/ Walter C. Parelli --------------------------------- Title: Vice President Address for Notices: The Bank of New York One Wall Street, 21 Fl. New York, NY 10286 Attention: Kenneth R. McDonnell Telecopy dt 43144 ;	Chase Securities Chase Securities Inc. ( Financial ) As referenced in this 364-Day Credit Agreement: CHASE SECURITIES INC – COPY ********************************************************** RPM, INC. 364-DAY CREDIT AGREEMENT Dated as of July 14, 2000 $200,000,000 THE CHASE MANHATTAN BANK as Administrative Agent ******************************************************** CHASE SECURITIES INC** . Book Manager and Lead Arranger {PAGE} 2 TABLE OF CONTENTS ---------------------- PAGE ---- SECTION 1. Definitions and Accounting Matters --------------------------------------------- 1.01 Certain Defined Terms.............................................. _____________ dt 212519 ; First Union First Union National Bank ( Financial ) As referenced in this 364-Day Credit Agreement: FIRST UNION NATIONAL BANK – Wachovia Bank, N.A. 191 Peachtree Street, NE Atlanta, GA 30303 Attention: Yvette Epps Telecopy Number: 404-332-4320 61 {PAGE} 67 Commitment: FIRST UNION NATIONAL BANK $12,857,142.86 By /s/ Bjarne W. Howatt --------------------------------- Title: Vice President Address for Notices: 201 South College Street Charlotte Plaza 6th _____________ dt 184369 ; More...
Preview Full Doc	2000	364-Day Credit Agreement 364-Day Credit Agreement (195K) Doc #215216: Click preview link for longer preview. 364-DAY CREDIT AGREEMENT among THE BOEING COMPANY for itself and on behalf of its Subsidiaries, as a Borrower THE LENDERS PARTY HERETO CITIBANK, N.A., as Administrative Agent THE CHASE MANHATTAN BANK, as Syndication Agent and SALOMON SMITH BARNEY INC. and CHASE SECURITIES, INC., as Joint Lead Arrangers and Joint Book Managers dated as of September 27, 2000 Page 1 {PAGE} TABLE OF CONTENTS Article and Section Page {TABLE} {CAPTION} {S} {C} {C} ARTICLE 1 DEFINITIONS 1.1 Definitions..........................................................1 1.2 Use of Defined Terms; References....................................18 1.3 Accounting Terms....................................................19 ARTICLE 2 AMOUNTS AND TERMS OF THE ADVANCES 2.1 Committed Advances..................................................19 2.2 Making Committed Advances...........................................19 2.3 Conversion to Term Loans, Repayment.................................22 2.4 Interest Rate on Committed Advances.................................22 2.5 Bid Advances........................................................23 2.6 Lender Assignment or Sale...........................................29 2.7 Fees................................................................30 2.8 Reduction of the Commitments........................................30 2.9 Additional Interest on Eurodollar Rate Committed Advances...........31 2.10 Eurodollar Interest Rate Determination..............................31 2.11 Voluntary Conversion of Committed Advances..........................33 2.12 Prepayments.........................................................33 2.13 Increases in Costs..................................................35 2.14 Taxes...............................................................37 2.15 Illegality..........................................................41 Page 2 {PAGE} 2.16 Payments and Computations...........................................41 2.17 Sharing of Payments, Etc. ..........................................43 2.18 Evidence of Debt....................................................44 2.19 Alteration of Commitments and Addition of Lenders...................45 2.20 Assignments; Sales of Participations and Other Interests in Advances...........................................................47 2.21 Extension of Termination Date.......................................52 2.22 Subsidiary Borrowers................................................54 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 3.1 Representations and Warranties by the Borrowers.....................56 ARTICLE 4 COVENANTS OF TBC 4.1 Affirmative Covenants of TBC........................................59 4.2 General Negative Covenants of TBC...................................60 4.3 Financial Statement Terms...........................................63 4.4 Waivers of Covenants................................................63 ARTICLE 5 CONDITIONS PRECEDENT TO BORROWINGS 5.1 Conditions Precedent to the Initial Borrowing of TBC................64 5.2 Conditions Precedent to Each Committed Borrowing of TBC.............64 5.3 Conditions Precedent to Each Bid Borrowing of TBC...................65 5.4 Conditions Precedent to the Initial Borrowing of a Subsidiary Borrower...........................................................66 5.5 Conditions Precedent to Each Committed Borrowing of a Subsidiary Borrower...........................................................67 5.6 Conditions Precedent to Each Bid Borrowing of a Subsidiary Borrower...........................................................67 ARTICLE 6 EVENTS OF DEFAULT 6.1 Events of Default...................................................69 Page 3 {PAGE} 6.2 Lenders' Rights upon Borrower Default...............................70 ARTICLE 7 THE AGENT 7.1 Authorization and Action............................................71 7.2 Agent's Reliance, Etc. .............................................72 7.3 Citibank, N.A. and its Affiliates...................................72 7.4 Lender Credit Decision..............................................73 7.5 Indemnification.....................................................73 7.6 Successor Agent.....................................................74 7.7 Certain Obligations May Be Performed by Affiliates..................75 ARTICLE 8 MISCELLANEOUS 8.1 Modification, Consents and Waivers..................................75 8.2 Notices.............................................................76 8.3 Costs, Expenses and Taxes...........................................77 8.4 Binding Effect......................................................79 8.5 Severability........................................................79 8.6 Governing Law.......................................................79 8.7 Headings............................................................79 8.8 Execution in Counterparts...........................................79 8.9 Right of Set-Off....................................................79 8.10 Confidentiality.....................................................80 8.11 Agreement in Effect.................................................80 {/TABLE} Exhibit A-1 - Committed Note Exhibit A-2 - Bid Note Exhibit B-1 - Notice of Committed Borrowing Exhibit B-2 - Notice of Bid Borrowing Exhibit C - Request for Alteration Exhibit D - Borrower Subsidiary Letter Exhibit E - Extension Request Page 4 {PAGE} Exhibit F - Continuation Notice Exhibit G - Opinion of Counsel of the Company Exhibit H - Opinion of Counsel for Agent Exhibit I - Opinion of in-house counsel to Subsidiary Borrower Exhibit J - Guaranty of TBC Exhibit K - Opinion of Counsel to TBC Schedule I - Commitments Page 5 {PAGE} CREDIT AGREEMENT Dated as of September 27, 2000 THE BOEING COMPANY, a Delaware corporation ("TBC" or the "Company"), for itself and on behalf of the other BORROWERS (as defined below), the LENDERS (as defined below), SALOMON SMITH BARNEY INC. and CHASE SECURITIES INC., as joint lead arrangers and joint book managers, THE CHASE MANHATTAN BANK, as syndication agent, and CITIBANK, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the "Agent"), agree as follows: ARTICLE 1 Definitions 1.1 Definitions. As used in this Agreement, the following terms have the respective meanings set out below: "1999 Credit Agreement" means the Bank Credit Agreement, dated as of September 29, 1999, by and among TBC, Citibank, N.A., as administrative agent, and certain other banks as lenders. "Advance" means a Committed Advance or a Bid Advance. "Agent" means Citibank, N.A. acting in its capacity as administrative agent for the Lenders, or any successor administrative agent appointed pursuant to Section 7.6. "Agent's Account" means the account of the Agent maintained by the Agent with Citibank, N.A., at its office at 399 Park Avenue, New York, New York 10043, Account 36852248, Attention: Mr. Drew Tuminello. "Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. (For purposes of this definition, the term "controls", "controlling", "controlled by" and "under common control with" mean, with respect to a Person, the possession, direct or indirect, of the power to vote 5% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract, or otherwise.) "Agreement" means this agreement, as it may be amended or otherwise modified from time to time, and any written additions or supplements hereto. "Applicable Lending Office" means, with respect to each Lender, such Lender's Domestic Lending Office, in the case of a Base Rate Advance, and such Lender's Eurodollar Lending Office, in the case of a Eurodollar Rate Advance, and, in the case of a Bid Advance, the office of such Lender specified by such Lender in a notice to the Agent as its Applicable Lending Office with respect to such Bid Advance. "Applicable Margin" means, (i) with respect to Base Rate Advances, 0% per annum; and Page 6 {PAGE} (ii) with respect to Eurodollar Rate Advances for any date prior to the Termination Date, 0.11% per annum; and (iii) with respect to Eurodollar Rate Advances for any date after the Termination Date, a fluctuating per annum rate equal to the then- applicable rate set forth in the pricing grid below, depending upon the rating of the long-term senior unsecured debt of TBC then in effect: {TABLE} {CAPTION} ------------------------------------------------------------------------------- \| Level \| Public Debt Rating: S&P and Moody's \| Applicable Margin \| \|-----------------------------------------------------------------------------\| {S} {C} {C} \| Level I \| A by S&P or A2 by Moody's or above \| 0.15% \| \|-----------------------------------------------------------------------------\| \| Level II \| less than Level I \| \| \| \| but at least A- by S&P or A3 by Moody's \| 0.20% \| \|-----------------------------------------------------------------------------\| \| Level III \| less than Level II \| \| \| but at least BBB+ by S&P or Baa1 by Moody's \| 0.25% \| \|-----------------------------------------------------------------------------\| \| Level IV \| less than Level III \| 0.375% \| ------------------------------------------------------------------------------- {/TABLE} provided, however, that if the ratings from S&P and Moody's fall within different levels, then the Applicable Margin shall be based on the higher of the two ratings except that, if the lower of such ratings is more than one level below the higher of such ratings, the Applicable Margin shall be determined based on the level above the lower of such ratings, and 215216	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Credit Agreement: CHASE MANHATTAN BANK, – COMPANY for itself and on behalf of its Subsidiaries, as a Borrower THE LENDERS PARTY HERETO CITIBANK, N.A., as Administrative Agent THE CHASE MANHATTAN BANK, as Syndication Agent and SALOMON SMITH BARNEY INC. and CHASE SECURITIES, INC., as Joint Lead Arrangers and Joint Book Managers dated as _____________ CHASE MANHATTAN BANK, – below), the LENDERS (as defined below), SALOMON SMITH BARNEY INC. and CHASE SECURITIES INC., as joint lead arrangers and joint book managers, THE CHASE MANHATTAN BANK, as syndication agent, and CITIBANK, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the "Agent"), agree _____________ Chase Manhattan Bank, – any interest therein, buildings, improvements and machinery. "Proposed Increased Commitment" has the meaning specified in Section 2.19(a). "Reference Banks" means The Chase Manhattan Bank, Citibank, N.A., Bank of America, N.A., and Deutsche Bank AG. "Register" has the meaning specified in Section 2.20(d). " _____________ CHASE MANHATTAN BANK – Title: Assistant Treasurer CITIBANK, N.A., Individually and as Agent By /s/ Robert A. Danziger ----------------------------------- Name: ROBERT A. DANZIGER Title: Vice President THE CHASE MANHATTAN BANK By /s/ MATTHEW H. MASSIE ----------------------------------- Name: MATTHEW H. MASSIE Title: MANAGING DIRECTOR Senior Managing Agents BANK OF AMERICA, N.A. By /s/ _____________ dt 102157 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this 364-Day Credit Agreement: ABN AMRO BANK, – N.A. By /s/ Douglas S. King ----------------------------------- Name: Douglas S. King Title: Vice President Lender ABN AMRO BANK, N.V. By /s/ SHIKHA REHMAN ----------------------------------- Name: SHIKHA REHMAN Title: VICE PRESIDENT By /s/ ABN Amro Bank, – Name of Initial \| Commitment \| Domestic Lending \| Eurodollar Lending \| \| Lender \| \| Office \| Office \| ------------------------------------------------------------------------------ {S} {C} {C} {C} \| ABN Amro Bank, N.V. \|$23,800,000 \| 208 South LaSalle \| 208 South LaSalle \| \| \| \| Suite 1500 \| Suite dt 45398 ; Boeing Boeing Co. ( Aerospace ) ;	Citibank Citibank, NA As referenced in this 364-Day Credit Agreement: CITIBANK, N.A. – 364-DAY CREDIT AGREEMENT among THE BOEING COMPANY for itself and on behalf of its Subsidiaries, as a Borrower THE LENDERS PARTY HERETO CITIBANK, N.A. , as Administrative Agent THE CHASE MANHATTAN BANK, as Syndication Agent and SALOMON SMITH BARNEY INC. and CHASE SECURITIES, INC., as Joint Lead _____________ Citibank, N.A. – upon Borrower Default...............................70 ARTICLE 7 THE AGENT 7.1 Authorization and Action............................................71 7.2 Agent's Reliance, Etc. .............................................72 7.3 Citibank, N.A. and its Affiliates...................................72 7.4 Lender Credit Decision..............................................73 7.5 Indemnification.....................................................73 7.6 Successor Agent.....................................................74 7.7 Certain _____________ CITIBANK, N.A. – SMITH BARNEY INC. and CHASE SECURITIES INC., as joint lead arrangers and joint book managers, THE CHASE MANHATTAN BANK, as syndication agent, and CITIBANK, N.A. , in its capacity as administrative agent for the Lenders (in such capacity, the "Agent"), agree as follows: ARTICLE 1 Definitions 1.1 _____________ Citibank, N.A. – respective meanings set out below: "1999 Credit Agreement" means the Bank Credit Agreement, dated as of September 29, 1999, by and among TBC, Citibank, N.A. , as administrative agent, and certain other banks as lenders. "Advance" means a Committed Advance or a Bid Advance. "Agent" means Citibank, N. _____________ Citibank, N.A. – Citibank, N.A., as administrative agent, and certain other banks as lenders. "Advance" means a Committed Advance or a Bid Advance. "Agent" means Citibank, N.A. acting in its capacity as administrative agent for the Lenders, or any successor administrative agent appointed pursuant to Section 7.6. "Agent' _____________ dt 146406 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this 364-Day Credit Agreement: McGraw-Hill Companies, Inc – 2.19. "Required Assignment" has the meaning specified in Section 2.20(a). "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc . "Subsidiary" means any corporation in which more than 50% of the Voting Stock is owned by TBC, by TBC and any one _____________ dt 311248 ; More...
Preview Full Doc	2001	364-Day Credit Agreement [Amended and Restated 2000] 364-Day Credit Agreement [Amended and Restated 2000] (39K) Doc #215791: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10 {SEQUENCE}5 {FILENAME}0005.txt {DESCRIPTION}EXHIBIT 10.10 {TEXT} {PAGE} EXHIBIT 10.10 U.S. $1,000,000,000 AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT Dated as of November 30, 2000 Among HONEYWELL INTERNATIONAL INC., as Borrower, and THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, and CITIBANK, N.A., as Administrative Agent and THE CHASE MANHATTAN BANK DEUTSCHE BANK AG, NEW YORK BRANCH BANK OF AMERICA, N.A. as Syndication Agents and SALOMON SMITH BARNEY INC. as Lead Arranger and Book Manager {PAGE} AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT Dated as of November 30, 2000 HONEYWELL INTERNATIONAL INC., a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (collectively, the "Initial Lenders") party hereto, CITIBANK, N.A., as administrative agent (together with any successor thereto appointed pursuant to Article VII of the Existing Credit Agreement referred to below, the "Agent") for the Lenders (as defined in the Existing Credit Agreement referred to below) THE CHASE MANHATTAN BANK, DEUTSCHE BANK AG, NEW YORK BRANCH and BANK OF AMERICA, N.A., as syndication agents, and SALOMON SMITH BARNEY INC., as lead arranger book manager, hereby agree as follows: PRELIMINARY STATEMENTS (1) The Borrower is party to a 364-Day Credit Agreement dated as of December 2, 1999 (the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto and Citibank, N.A., as Agent for the Lenders and such other lenders. Capitalized terms not otherwise defined in this Amendment and Restatement shall have the same meanings as specified in the Existing Credit Agreement. (2) The parties to this Amendment and Restatement desire to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement in its entirety to read as set forth in the Existing Credit Agreement with the following amendments. (3) The Borrower has requested that the Lenders agree to extend credit to it from time to time in an aggregate principal amount of up to $1,000,000,000 for general corporate purposes of the Borrower and its Subsidiaries not otherwise prohibited under the terms of this Agreement. The Lenders have indicated their willingness to agree to extend credit to the Borrower from time to time in such amount on the terms and conditions of this Amendment and Restatement. SECTION 1. Amendments to the Existing Credit Agreement. (a) Section 1.01 of the Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended by deleting the definitions of "Commitment", "Lenders" and "Termination Date" set forth therein and replacing them, respectively, with the following new definitions thereof: "Commitment" means as to any Lender, (i) the Dollar amount set forth opposite its name on Schedule I hereto, (ii) if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth as its Commitment in such Assumption Agreement or (iii) if such Lender has entered into any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Agent pursuant to Section 9.07(d), in each case as the same may be terminated or reduced, as the case may be, pursuant to Section 2.05. "Lenders" means, collectively, each Initial Lender and each other Person that shall become a party hereto pursuant to Sections 9.07(a), (b) and (c). "Termination Date" means the earliest of (i) November 29, 2001, (ii) the date that is 90 days after the consummation of a merger of the Borrower with General Electric Co. or any subsidiary of General Electric Co. and (iii) the date of termination in whole of the Commitments pursuant to Section 2.05 or 6.01. {PAGE} 2 (b) Schedule I to the Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, deleted in its entirety and replaced with Schedule I to this Amendment and Restatement. (c) Schedule 3.01(b) to the Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, deleted in its entirety and replaced with Schedule 3.01(b) to this Amendment and Restatement SECTION 2. Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the 215791	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Credit Agreement [Amended and Restated 2000]: CHASE MANHATTAN BANK – HONEYWELL INTERNATIONAL INC., as Borrower, and THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, and CITIBANK, N.A., as Administrative Agent and THE CHASE MANHATTAN BANK DEUTSCHE BANK AG, NEW YORK BRANCH BANK OF AMERICA, N.A. as Syndication Agents and SALOMON SMITH BARNEY INC. as Lead Arranger _____________ CHASE MANHATTAN BANK, – the Existing Credit Agreement referred to below, the "Agent") for the Lenders (as defined in the Existing Credit Agreement referred to below) THE CHASE MANHATTAN BANK, DEUTSCHE BANK AG, NEW YORK BRANCH and BANK OF AMERICA, N.A., as syndication agents, and SALOMON SMITH BARNEY INC., as lead _____________ CHASE MANHATTAN BANK – Kee Title: Vice President CO-SYNDICATION AGENTS BANK OF AMERICA, N.A. By: /s/ John Pocalyko ------------------------------------- Name: John Pocalyko Title: Managing Director THE CHASE MANHATTAN BANK By: /s/ Tina Ruyter -------------------------------------- Name: Tina Ruyter Title: Vice President {PAGE} 5 DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS BRANCH _____________ Chase Manhattan Bank – Attn: Carrie Cunder Attn: Carrie Cunder Phone: (704) 386-8382 Phone: (704) 386-8382 Fax: (704) 409-0064 Fax: (704) 409-0064 --------------------------------------------------------------------------------------------------------------------------- The Chase Manhattan Bank $85,333,333 One Chase Manhattan Plaza One Chase Manhattan Plaza New York, NY 10081 New York, NY 10081 Attn: Lenora Kiernan _____________ dt 102160 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this 364-Day Credit Agreement [Amended and Restated 2000]: ABN AMRO BANK – COMPANY OF NEW YORK By: /s/ Dennis Wilczek -------------------------------------------- Name: Dennis Wilczek Title: Associate CO-AGENTS ABN AMRO BANK N.V. By: /s/ Andre Kel -------------------------------------------- Name: Andre Kel Title: Senior Vice President By: /s/ ABN AMRO Bank – Attn: Andrew Lipsett Fax: (302) 634-8177 Phone: (302) 634-1872 Fax: (302) 634-8177 --------------------------------------------------------------------------------------------------------------------------- ABN AMRO Bank N.V. $21,666,667 208 South LaSalle Street 208 South LaSalle Street Suite 1500 dt 45407 ; Citibank Citibank, NA As referenced in this 364-Day Credit Agreement [Amended and Restated 2000]: CITIBANK, N.A. – AGREEMENT Dated as of November 30, 2000 Among HONEYWELL INTERNATIONAL INC., as Borrower, and THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, and CITIBANK, N.A. , as Administrative Agent and THE CHASE MANHATTAN BANK DEUTSCHE BANK AG, NEW YORK BRANCH BANK OF AMERICA, N.A. as Syndication Agents _____________ CITIBANK, N.A. – 2000 HONEYWELL INTERNATIONAL INC., a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (collectively, the "Initial Lenders") party hereto, CITIBANK, N.A. , as administrative agent (together with any successor thereto appointed pursuant to Article VII of the Existing Credit Agreement referred to below, the " _____________ Citibank, N.A. – Agreement dated as of December 2, 1999 (the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto and Citibank, N.A. , as Agent for the Lenders and such other lenders. Capitalized terms not otherwise defined in this Amendment and Restatement shall have the _____________ CITIBANK, N.A. – above written. THE BORROWER HONEYWELL INTERNATIONAL INC. By /s/ James V. Gelly ------------------------------------- Name: James V. Gelly Title: Vice President and Treasurer THE AGENT CITIBANK, N.A. , as Agent By /s/ Carolyn A. Kee ------------------------------------ Name: Carolyn A. Kee Title: Vice President THE INITIAL LENDERS ADMINISTRATIVE AGENT CITIBANK, N.A. _____________ CITIBANK, N.A. – AGENT CITIBANK, N.A., as Agent By /s/ Carolyn A. Kee ------------------------------------ Name: Carolyn A. Kee Title: Vice President THE INITIAL LENDERS ADMINISTRATIVE AGENT CITIBANK, N.A. By: /s/ Carolyn A. Kee ------------------------------------- Name: Carolyn A. Kee Title: Vice President CO-SYNDICATION AGENTS BANK OF AMERICA, N.A. By: /s/ _____________ dt 146416 ;	GE General Electric Co. ( Conglomerates ) As referenced in this 364-Day Credit Agreement [Amended and Restated 2000]: General Electric Co – earliest of (i) November 29, 2001, (ii) the date that is 90 days after the consummation of a merger of the Borrower with General Electric Co . or any subsidiary of General Electric Co. and (iii) the date of termination in whole of the Commitments pursuant to Section 2. _____________ General Electric Co – the date that is 90 days after the consummation of a merger of the Borrower with General Electric Co. or any subsidiary of General Electric Co . and (iii) the date of termination in whole of the Commitments pursuant to Section 2.05 or 6.01. {PAGE} 2 (b) _____________ dt 92966 ; Honeywell Int'l Honeywell International Inc. ( Defense ) As referenced in this 364-Day Credit Agreement [Amended and Restated 2000]: honeywell international – 000 AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT Dated as of November 30, 2000 Among HONEYWELL INTERNATIONAL INC., as Borrower, and THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, and CITIBANK, N. honeywell international – Manager {PAGE} AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT Dated as of November 30, 2000 HONEYWELL INTERNATIONAL INC., a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (collectively, honeywell international – their respective officers thereunto duly authorized, as of the date first above written. THE BORROWER HONEYWELL INTERNATIONAL INC. By /s/ James V. Gelly ------------------------------------- Name: James V. Gelly Title: Vice President and Treasurer dt 15099 ; More...
Preview Full Doc	2003	364-Day Credit Agreement [Amended and Restated] 364-Day Credit Agreement [Amended and Restated] (23K) Doc #218414: Click preview link for longer preview. AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of July 10, 2002 among Praxair, Inc., The Banks Listed Herein JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, Bank of America, N.A. and Credit Suisse First Boston, as Co-Syndication Agents Citibank, N.A., Deutsche Bank Securities Inc., ABN-AMRO Bank NV and Barclays Bank PLC, as Co-Documentation Agents and JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, as Administrative Agent ------------------------------------------- J.P. Morgan Securities Inc., Lead Arranger and Book Manager -------------- Banc of America Securities LLC Credit Suisse First Boston, Co-Arrangers and Co-Book Managers 1 {PAGE} AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of July 10, 2002 among PRAXAIR, INC., the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, BANK OF AMERICA, N.A. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents, CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., ABN-AMRO BANK NV and BARCLAYS BANK PLC, as Co-Documentation Agents, and JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, as Administrative Agent. W I T N E S S E T H : WHEREAS, certain of the parties hereto have heretofore entered into a 364-Day Credit Agreement dated as of July 12, 2000, as amended and restated as of July 11, 2001 (the "Agreement"); WHEREAS, at the date hereof, there are no Loans outstanding under the Agreement; and WHEREAS, the parties hereto desire to amend the Agreement as set forth herein and to restate the Agreement in its entirety to read as set forth in the Agreement with the amendments specified below; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Agreement shall from and after the date hereof refer to the Agreement as amended and restated hereby. The term "Notes" defined in the Agreement shall include from and after the date hereof the New Note (as defined below). SECTION 2. Extension of the Facility. The date "July 10, 2002" in the definition of Termination Date is changed to "July 9, 2003." 218414	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Credit Agreement [Amended and Restated]: Chase Manhattan Bank, – DAY CREDIT AGREEMENT dated as of July 10, 2002 among Praxair, Inc., The Banks Listed Herein JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, Bank of America, N.A. and Credit Suisse First Boston, as Co-Syndication Agents Citibank, N.A., Deutsche Bank Securities Inc., ABN- _____________ Chase Manhattan Bank, – Bank Securities Inc., ABN-AMRO Bank NV and Barclays Bank PLC, as Co-Documentation Agents and JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, as Administrative Agent ------------------------------------------- J.P. Morgan Securities Inc., Lead Arranger and Book Manager -------------- Banc of America Securities LLC Credit Suisse First Boston, _____________ CHASE MANHATTAN BANK, – as of July 10, 2002 among PRAXAIR, INC., the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, BANK OF AMERICA, N.A. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents, CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., ABN- _____________ CHASE MANHATTAN BANK, – BANK SECURITIES INC., ABN-AMRO BANK NV and BARCLAYS BANK PLC, as Co-Documentation Agents, and JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, as Administrative Agent. W I T N E S S E T H : WHEREAS, certain of the parties hereto have heretofore entered _____________ Chase Manhattan Bank, – Administrative Agent, the Co-Syndication Agents and the Documentation Agent. "Co-Syndication Agent" means each of JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, Credit Suisse First Boston and Bank of America, N.A., in its capacity as co-syndication agent for the credit facility provided _____________ dt 102178 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this 364-Day Credit Agreement [Amended and Restated]: ABN-AMRO Bank NV – Chase Bank, formerly known as The Chase Manhattan Bank, Bank of America, N.A. and Credit Suisse First Boston, as Co-Syndication Agents Citibank, N.A., Deutsche Bank Securities Inc., ABN-AMRO Bank NV and Barclays Bank PLC, as Co-Documentation Agents and JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, as Administrative Agent ------------------------------------------- J.P. Morgan Securities Inc., Lead Arranger _____________ ABN-AMRO BANK NV – CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, BANK OF AMERICA, N.A. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents, CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., ABN-AMRO BANK NV and BARCLAYS BANK PLC, as Co-Documentation Agents, and JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, as Administrative Agent. W I T N E S S _____________ ABN-AMRO Bank NV – of America, N.A., in its capacity as co-syndication agent for the credit facility provided hereunder. "Co-Documentation Agent" means each of Citibank, N.A., Deutsche Bank Securities Inc., ABN-AMRO Bank NV and Barclays Bank 3 {PAGE} PLC, in its capacity as co-documentation agent in connection with the credit facility provided under this Agreement. SECTION 7. Representations and Warranties. The _____________ ABN-AMRO BANK NV – Colon Title: Vice President By: /s/ Vanessa Gomez Title: Associate {PAGE} DEUTSCHE BANK AG, NEW YORK BRANCH By: /s/ Jean Hannigan Title: Director By: /s/ Stephanie Strohe Title: Vice President ABN-AMRO BANK NV , as Co-Documentation Agent and Bank By: /s/ James S. Kreitler Title: Group Vice President By: /s/ Henry Sosa Title: Assistant Vice President BARCLAYS BANK PLC, as Co-Documentation _____________ ABN-AMRO Bank NV – N.A. $29,000,000.00 Citibank, N.A. $29,000,000.00 Credit Suisse First Boston $29,000,000.00 Deutsche Bank AG, New York $29,000,000.00 ABN-AMRO Bank NV $29,000,000.00 Barclays Bank PLC $29,000,000.00 BNP Paribas $25,000,000.00 Fleet National Bank $25,000,000.00 Merrill Lynch Bank USA $25, _____________ dt 1470717 ; Citibank Citibank, NA As referenced in this 364-Day Credit Agreement [Amended and Restated]: Citibank, N.A. – Chase Bank, formerly known as The Chase Manhattan Bank, Bank of America, N.A. and Credit Suisse First Boston, as Co-Syndication Agents Citibank, N.A. , Deutsche Bank Securities Inc., ABN-AMRO Bank NV and Barclays Bank PLC, as Co-Documentation Agents and JPMorgan Chase Bank, formerly known _____________ CITIBANK, N.A. – CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, BANK OF AMERICA, N.A. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents, CITIBANK, N.A. , DEUTSCHE BANK SECURITIES INC., ABN-AMRO BANK NV and BARCLAYS BANK PLC, as Co-Documentation Agents, and JPMORGAN CHASE BANK, formerly known _____________ Citibank, N.A. – of America, N.A., in its capacity as co-syndication agent for the credit facility provided hereunder. "Co-Documentation Agent" means each of Citibank, N.A. , Deutsche Bank Securities Inc., ABN-AMRO Bank NV and Barclays Bank 3 {PAGE} PLC, in its capacity as co-documentation agent in _____________ CITIBANK, N.A. – Stacey Haimes Title: Vice President BANK OF AMERICA, N.A., as Co-Syndication Agent and Bank By: /s/ Wendy J. Gorman Title: Principal CITIBANK, N.A. , as Co-Documentation Agent and Bank By: /s/ James N. Simpson Title: Managing Director CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agent _____________ Citibank, N.A. – 99/019 {PAGE} COMMITMENT SCHEDULE Bank Commitment -------------------------------------------------------------------------------- JPMorgan Chase Bank $33,000,000.00 Bank of America, N.A. $29,000,000.00 Citibank, N.A. $29,000,000.00 Credit Suisse First Boston $29,000,000.00 Deutsche Bank AG, New York $29,000,000.00 ABN- _____________ dt 146423 ;	Praxair Praxair, Inc. ( Chemical Manufacturing ) As referenced in this 364-Day Credit Agreement [Amended and Restated]: praxair, – COPY AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of July 10, 2002 among Praxair, Inc., The Banks Listed Herein JPMorgan Chase Bank, formerly known as The Chase Manhattan praxair, – PAGE} AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of July 10, 2002 among PRAXAIR, INC., the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, formerly known praxair, – executed by their respective authorized officers as of the day and year first above written. PRAXAIR, INC. By: /s/ James S. Sawyer Title: Chief Financial Officer JPMORGAN CHASE BANK, formerly dt 16956 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this 364-Day Credit Agreement [Amended and Restated]: Banc of America Securities – JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, as Administrative Agent ------------------------------------------- J.P. Morgan Securities Inc., Lead Arranger and Book Manager -------------- Banc of America Securities LLC Credit Suisse First Boston, Co-Arrangers and Co-Book Managers 1 {PAGE} AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of _____________ dt 93994 ; More...
Preview Full Doc	2001	364-Day Credit Agreement 364-Day Credit Agreement (452K) Doc #218471: Click preview link for longer preview. $500,000,000 364-DAY CREDIT AGREEMENT dated as of July 12, 2000 among Praxair, Inc., The Banks Party Hereto Morgan Guaranty Trust Company of New York Bank of America, N.A. and Credit Suisse First Boston, as Co-Syndication Agents and The Chase Manhattan Bank, as Administrative Agent ------------------------------------------- J.P. Morgan Securities Inc., Lead Arranger and Book Manager -------------- Banc of America Securities LLC Chase Securities Inc. Credit Suisse First Boston, Co-Arrangers and Co-Book Managers i {PAGE} {TABLE} {CAPTION} {S} {C} {C} TABLE OF CONTENTS ---------------------- PAGE ARTICLE 1 DEFINITIONS SECTION 1.01. Definitions......................................................................1 SECTION 1.02. Accounting Terms and Determinations.............................................14 SECTION 1.03. Types of Borrowings.............................................................14 ARTICLE 2 THE CREDITS SECTION 2.01. Commitments to Lend.............................................................15 SECTION 2.02. Notice of Committed Borrowings..................................................16 SECTION 2.03. Money Market Borrowings.........................................................16 SECTION 2.04. Notice to Banks; Funding of Loans...............................................21 SECTION 2.05. Notes...........................................................................22 SECTION 2.06. Maturity of Loans...............................................................23 SECTION 2.07. Interest Rates..................................................................23 SECTION 2.08. Facility Fee....................................................................26 SECTION 2.09. Optional Termination or Reduction of Commitments................................27 SECTION 2.10. Optional Prepayments............................................................27 SECTION 2.11. General Provisions as to Payments...............................................28 SECTION 2.12. Funding Losses..................................................................29 SECTION 2.13. Computation of Interest and Fees................................................29 SECTION 2.14. Method of Electing Interest Rates...............................................29 SECTION 2.15. Withholding Tax Exemption.......................................................31 SECTION 2.16. Regulation D Compensation.......................................................32 SECTION 2.17. Replacement of this Agreement...................................................33 SECTION 2.18. Optional Increase in Commitments................................................33 ARTICLE 3 CONDITIONS SECTION 3.01. Effectiveness...................................................................34 SECTION 3.02. Borrowings......................................................................36 i {PAGE} PAGE ARTICLE 4 REPRESENTATIONS AND WARRANTIES SECTION 4.01. Corporate Existence and Power...................................................37 SECTION 4.02. Corporate and Governmental Authorization; No Contravention.........................................................................37 SECTION 4.03. Binding Effect..................................................................37 SECTION 4.04. Financial Information...........................................................38 SECTION 4.05. Litigation......................................................................38 SECTION 4.06. Compliance with ERISA...........................................................38 SECTION 4.07. Environmental Matters...........................................................39 SECTION 4.08. Subsidiaries....................................................................39 SECTION 4.09. Not an Investment Company.......................................................39 SECTION 4.10. Disclosure......................................................................39 ARTICLE 5 COVENANTS SECTION 5.01. Information.....................................................................40 SECTION 5.02. Maintenance of Property; Insurance..............................................43 SECTION 5.03. Negative Pledge.................................................................43 SECTION 5.04. Consolidations, Mergers and Sales of Assets.....................................44 SECTION 5.05. Minimum Consolidated Book Net Worth.............................................45 SECTION 5.06. Leverage Ratio..................................................................45 SECTION 5.07. Use of Proceeds.................................................................45 ARTICLE 6 DEFAULTS SECTION 6.01. Events of Default...............................................................46 SECTION 6.02. Notice of Default...............................................................49 ARTICLE 7 AGENTS SECTION 7.01. Appointment and Authorization...................................................49 SECTION 7.02. Agents and Affiliates...........................................................49 SECTION 7.03. Action by Administrative Agent..................................................49 SECTION 7.04. Consultation with Experts.......................................................50 SECTION 7.05. Liability of Administrative Agent...............................................50 SECTION 7.06. Indemnification.................................................................50 ii {PAGE} PAGE SECTION 7.07. Credit Decision.................................................................50 SECTION 7.08. Successor Administrative Agent..................................................51 ARTICLE 8 CHANGE IN CIRCUMSTANCES SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair........................51 SECTION 8.02. Illegality......................................................................52 SECTION 8.03. Increased Cost and Reduced Return...............................................53 SECTION 8.04. Base Rate Loans Substituted for Affected Fixed Rate Loans.......................55 ARTICLE 9 MISCELLANEOUS SECTION 9.01. Notices.........................................................................56 SECTION 9.02. No Waivers......................................................................56 SECTION 9.03. Expenses; Documentary Taxes; Indemnification....................................56 SECTION 9.04. Sharing of Set-offs.............................................................57 SECTION 9.05. Amendments and Waivers..........................................................58 SECTION 9.06. Successors and Assigns..........................................................59 SECTION 9.07. Designated Lenders..............................................................61 SECTION 9.08. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial............................................................................62 SECTION 9.09. Counterparts; Integration.......................................................62 SECTION 9.10. Confidentiality.................................................................63 SECTION 9.11. Severability....................................................................64 SECTION 9.12. Termination of Existing Credit Agreement........................................64 SECTION 9.13. Collateral......................................................................64 {/TABLE} iii {PAGE} Exhibits Exhibit A -- Note Exhibit B -- Form of Money Market Quote Request Exhibit C -- Form of Invitation for Money Market Quotes Exhibit D -- Form of Money Market Quote Exhibit E -- Form of Opinion of Cahill Gordon & Reindel, Special Counsel for the Borrower Exhibit F -- Opinion of Davis Polk & Wardwell, Special Counsel for the Agents Exhibit G -- Assignment and Assumption Agreement Exhibit H -- Designation Agreement Exhibit I -- Extension Agreement iv {PAGE} CREDIT AGREEMENT AGREEMENT dated as of July 12, 2000 among PRAXAIR, INC., the BANKS party hereto, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, BANK OF AMERICA, N.A. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents, and THE CHASE MANHATTAN BANK, as Administrative Agent. The parties hereto agree as follows: ARTICLE 1 DEFINITIONS SECTION 1.01. Definitions. The following terms, as used herein, have the following meanings: "Absolute Rate Auction" means a solicitation of Money Market Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03. "Adjusted CD Rate" has the meaning set forth in Section 2.07(b). "Administrative Agent" means The Chase Manhattan Bank, in its capacity as administrative agent for the Banks hereunder, and its successors in such capacity. "Administrative Questionnaire" means, with respect to each Bank, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (which shall promptly following receipt thereof give a copy to the Borrower) duly completed by such Bank. "Agents" means the Administrative Agent and the Co-Syndication Agents. "Applicable Lending Office" means, with respect to any Bank, (i) in the case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and 1 {PAGE} (iii) in the case of its Money Market Loans, its Money Market Lending Office. "Assessment Rate" has the meaning set forth in Section 2.07(b). "Assignee" has the meaning set forth in Section 9.06(c). "Bank" means each bank listed on the signature pages hereof, each Person which becomes a Bank pursuant to Section 2.18 and each Assignee which becomes a Bank pursuant to Section 9.06(c), and their respective successors. "Bank Parties" has the meaning set forth in Section 9.10. "Base Rate" means, for any day, a rate per annum equal to the higher of the Reference Rate for such day or the sum of 1/2 of 1% plus the Effective Federal Funds Rate for such day. "Base Rate Loan" means a Committed Loan that bears interest at the Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election or the last sentence of Section 2.14(a) or Article 8. "Benefit Arrangement" means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group. "Borrower" means Praxair, Inc., a Delaware corporation, and its successors. "Borrowing" has the meaning set forth in Section 1.03. "CD Base Rate" has the meaning set forth in Section 2.07(b). "CD Loan" means a Committed Loan that bears interest at a CD Rate pursuant to the applicable Notice of Committed Borrowing or Notice of Interest Rate Election. "CD Margin" has the meaning set forth in Section 2.07(b). "CD Rate" means a rate of interest determined pursuant to Section 2.07(b) on the basis of an Adjusted CD Rate. 218471	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Credit Agreement: Chase Manhattan Bank, – Morgan Guaranty Trust Company of New York Bank of America, N.A. and Credit Suisse First Boston, as Co-Syndication Agents and The Chase Manhattan Bank, as Administrative Agent ------------------------------------------- J.P. Morgan Securities Inc., Lead Arranger and Book Manager -------------- Banc of America Securities LLC Chase Securities Inc. Credit _____________ CHASE MANHATTAN BANK, – MORGAN GUARANTY TRUST COMPANY OF NEW YORK, BANK OF AMERICA, N.A. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents, and THE CHASE MANHATTAN BANK, as Administrative Agent. The parties hereto agree as follows: ARTICLE 1 DEFINITIONS SECTION 1.01. Definitions. The following terms, as used herein, _____________ Chase Manhattan Bank, – Rates pursuant to Section 2.03. "Adjusted CD Rate" has the meaning set forth in Section 2.07(b). "Administrative Agent" means The Chase Manhattan Bank, in its capacity as administrative agent for the Banks hereunder, and its successors in such capacity. "Administrative Questionnaire" means, with respect to _____________ Chase Manhattan Bank – 2.07(b) on the basis of an Adjusted CD Rate. 2 {PAGE} "CD Reference Banks" means Bank of America, N.A., The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York and each other Bank as may be appointed pursuant to Section 9.06(g). "Commitment" _____________ Chase Manhattan Bank – set forth in Section 2.07(c). "Euro-Dollar Reference Banks" means the principal London offices of Bank of America, N.A., The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York and the principal London office of each other Bank as may be appointed pursuant to _____________ dt 102180 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this 364-Day Credit Agreement: ABN-AMRO BANK NV – Vice President By: /s/ Vitaly G. Butenko ------------------------------------------------ Title: Assistant Vice President $29,166,666.67 THE CHASE MANHATTAN BANK By: /s/ Stacey L. Haimes ------------------------------------------------ Title: Vice President $20,000,000 ABN-AMRO BANK NV By: /s/ David Mandell ------------------------------------------------ Title: Senior Vice President By: /s/ Patricia Christy ------------------------------------------------ Title: Assistant Vice President 65 {PAGE} $20,000,000 BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: /s/ _____________ ABN-AMRO BANK NV – Vice President By: /s/ Vitaly G. Butenko ---------------------------------------------- Title: Assistant Vice President $58,333,333.33 THE CHASE MANHATTAN BANK By: /s/ Stacey L. Haimes ---------------------------------------------- Title: Vice President $40,000,000 ABN-AMRO BANK NV By: /s/ David Mandell ---------------------------------------------- Title: Senior Vice President By: /s/ Patricia Christy --------------------------------- Title: Assistant Vice President 64 {PAGE} $40,000,000 BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: /s/ _____________ dt 1470719 ; Citibank Citibank, NA As referenced in this 364-Day Credit Agreement: CITIBANK, N.A. – HYPO-UND VEREINSBANK AG, NEW YORK BRANCH By: /s/ Steven Atwell ------------------------------------------------ Title: Director By: /s/ Alexander M. Blodi ------------------------------------------------ Title: Director $20,000,000 CITIBANK, N.A. By: /s/ James N. Simpson ------------------------------------------------ Title: Managing Director $20,000,000 COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ Robert _____________ CITIBANK, N.A. – HYPO-UND VEREINSBANK AG, NEW YORK BRANCH By: /s/ Steven Atwell --------------------------------------------- Title: Director By: /s/ Alexander M. Blodi --------------------------------------------- Title: Director $40,000,000 CITIBANK, N.A. By: /s/ James N. Simpson --------------------------------------------- Title: Managing Director $40,000,000 COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ Robert _____________ dt 146425 ;	Praxair Praxair, Inc. ( Chemical Manufacturing ) As referenced in this 364-Day Credit Agreement: praxair, – COPY $500,000,000 364-DAY CREDIT AGREEMENT dated as of July 12, 2000 among Praxair, Inc., The Banks Party Hereto Morgan Guaranty Trust Company of New York Bank of praxair, – I -- Extension Agreement iv {PAGE} CREDIT AGREEMENT AGREEMENT dated as of July 12, 2000 among PRAXAIR, INC., the BANKS party hereto, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, BANK OF praxair, – is maintained or otherwise contributed to by any member of the ERISA Group. "Borrower" means Praxair, Inc., a Delaware corporation, and its successors. "Borrowing" has the meaning set forth in praxair – outstanding Loans. "Restricted Subsidiary" means (i) any Domestic Consolidated Subsidiary of the Borrower, and (ii) Praxair Canada Inc. "Revolving Credit Loan" means a loan made or to be made by a .praxair. – such information has been posted on the Borrower's website on the Internet at www.praxair. com, at sec.gov/edaux/searches.htm or at another website identified in such notice dt 17008 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this 364-Day Credit Agreement: Banc of America Securities – Boston, as Co-Syndication Agents and The Chase Manhattan Bank, as Administrative Agent ------------------------------------------- J.P. Morgan Securities Inc., Lead Arranger and Book Manager -------------- Banc of America Securities LLC Chase Securities Inc. Credit Suisse First Boston, Co-Arrangers and Co-Book Managers i {PAGE} {TABLE} {CAPTION} {S} {C} {C} TABLE OF _____________ Banc of America Securities – Boston, as Co-Syndication Agents and The Chase Manhattan Bank, as Administrative Agent ------------------------------------------- J.P. Morgan Securities Inc., Lead Arranger and Book Manager -------------- Banc of America Securities LLC Chase Securities Inc. Credit Suisse First Boston, Co-Arrangers and Co-Book Managers i {PAGE} {TABLE} {CAPTION} TABLE OF CONTENTS ---------------------- PAGE ARTICLE _____________ dt 93996 ; More...
Preview Full Doc	2002	364-Day Credit Agreement 364-Day Credit Agreement (279K) Doc #222507: Click preview link for longer preview. U.S. $1,000,000,000 364-DAY CREDIT AGREEMENT Dated as of August 7, 2001 Among MONSANTO COMPANY as Borrower, -- -------- THE INITIAL LENDERS NAMED HEREIN as Initial Lenders, -- ------- ------- CITIBANK, N.A. as Administrative Agent, -- -------------- ----- THE CHASE MANHATTAN BANK as Syndication Agent, -- ----------- ----- COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES THE BANK OF TOKYO-MITSUBISHI, LTD. and BANK ONE, NA as Co-Documentation Agents -- ---------------- ------ and SALOMON SMITH BARNEY INC. and J.P. MORGAN SECURITIES INC. as Co-Lead Arrangers and Joint Bookrunners -- ------- --------- --- ----- ----------- {PAGE} {PAGE} {TABLE} TABLE OF CONTENTS PAGE {CAPTION} ARTICLE I DEFINITIONS AND ACCOUNTING TERMS {S} {C} SECTION 1.01. Certain Defined Terms...............................................................................1 --------------------- SECTION 1.02. Computation of Time Periods........................................................................11 --------------------------- SECTION 1.03. Accounting Terms...................................................................................11 ---------------- {CAPTION} ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES {S} {C} SECTION 2.01. The Revolving Credit Advances......................................................................11 ----------------------------- SECTION 2.02. Making the Revolving Credit Advances...............................................................12 ------------------------------------ SECTION 2.03. The Competitive Bid Advances.......................................................................12 ---------------------------- SECTION 2.04. Fees...............................................................................................15 ---- SECTION 2.05. Termination or Reduction of the Commitments........................................................15 ------------------------------------------- SECTION 2.06. Repayment of Revolving Credit Advances.............................................................15 -------------------------------------- SECTION 2.07. Interest on Revolving Credit Advances; Regulation D Compensation...................................15 ---------------------------------------------------------------- SECTION 2.08. Interest Rate Determination........................................................................16 --------------------------- SECTION 2.09. Optional Conversion of Revolving Credit Advances...................................................17 ------------------------------------------------ SECTION 2.10. Optional Prepayments of Revolving Credit Advances..................................................17 ------------------------------------------------- SECTION 2.11. Increased Costs....................................................................................18 --------------- SECTION 2.12. Illegality.........................................................................................19 ---------- SECTION 2.13. Payments and Computations..........................................................................20 ------------------------- SECTION 2.14. Taxes..............................................................................................21 ----- SECTION 2.15. Sharing of Payments, Etc...........................................................................22 ------------------------ SECTION 2.16. Use of Proceeds....................................................................................22 --------------- SECTION 2.17. Extension of Termination Date......................................................................22 ----------------------------- SECTION 2.18. Evidence of Debt...................................................................................24 ---------------- i {PAGE} {PAGE} {CAPTION} ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING {S} {C} SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03....................................25 --------------------------------------------------------------- SECTION 3.03. Conditions Precedent to Each Revolving Credit Borrowing and Extension Date.........................26 -------------------------------------------------------------------------- SECTION 3.04. Conditions Precedent to Each Competitive Bid Borrowing.............................................26 ------------------------------------------------------ SECTION 3.05. Determinations Under Sections 3.01 and 3.02........................................................27 ------------------------------------------- {CAPTION} ARTICLE IV REPRESENTATIONS AND WARRANTIES {S} {C} SECTION 4.01. Representations and Warranties of the Borrower.....................................................27 ---------------------------------------------- SECTION 4.02. Representation and Warranty of the Lenders.........................................................28 ------------------------------------------ {CAPTION} ARTICLE V COVENANTS OF THE BORROWER {S} {C} SECTION 5.01. Affirmative Covenants..............................................................................28 --------------------- SECTION 5.02. Negative Covenants.................................................................................29 ------------------ SECTION 5.03. Financial Covenant.................................................................................30 ------------------ {CAPTION} ARTICLE VI EVENTS OF DEFAULT {S} {C} SECTION 6.01. Events of Default..................................................................................31 ----------------- {CAPTION} ARTICLE VII THE AGENT {S} {C} SECTION 7.01. Authorization and Action...........................................................................32 ------------------------ SECTION 7.02. Agent's Reliance, Etc..............................................................................33 --------------------- SECTION 7.03. Citibank and Affiliates............................................................................33 ----------------------- SECTION 7.04. Lender Credit Decision.............................................................................33 ---------------------- SECTION 7.05. Indemnification....................................................................................33 --------------- SECTION 7.06. Successor Agent....................................................................................33 --------------- SECTION 7.07. Other Agents.......................................................................................34 ------------ ii {PAGE} {PAGE} {CAPTION} ARTICLE VIII MISCELLANEOUS {S} {C} SECTION 8.01. Amendments, Etc....................................................................................34 --------------- SECTION 8.02. Notices, Etc.......................................................................................34 ------------ SECTION 8.03. No Waiver; Remedies................................................................................34 ------------------- SECTION 8.04. Costs and Expenses.................................................................................34 ------------------ SECTION 8.05. Right of Set-off...................................................................................35 ---------------- SECTION 8.06. Binding Effect.....................................................................................35 -------------- SECTION 8.07. Assignments and Participations.....................................................................36 ------------------------------ SECTION 8.08. Confidentiality....................................................................................38 --------------- SECTION 8.09. Governing Law......................................................................................38 ------------- SECTION 8.10. Execution in Counterparts..........................................................................38 ------------------------- SECTION 8.11. Jurisdiction, Etc..................................................................................38 ----------------- SECTION 8.13. Waiver of Jury Trial...............................................................................39 -------------------- {/TABLE} Schedules --------- Schedule I - List of Applicable Lending Offices Schedule 3.01(b) - Disclosed Litigation Exhibits -------- Exhibit A-1 - Form of Revolving Credit Note Exhibit A-2 - Form of Competitive Bid Note Exhibit B-1 - Form of Notice of Revolving Credit Borrowing Exhibit B-2 - Form of Notice of Competitive Bid Borrowing Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Assumption Agreement Exhibit E - Form of Notice of Extension of Termination Date iii {PAGE} {PAGE} 364-DAY CREDIT AGREEMENT Dated as of August 7, 2001 MONSANTO COMPANY, a Delaware corporation (the "Borrower"), -------- the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, CITIBANK, N.A. --------------- ("Citibank"), as administrative agent (the "Agent") for the Lenders (as -------- ----- hereinafter defined), SALOMON SMITH BARNEY INC. and J.P. MORGAN SECURITIES INC., as co-lead arrangers and joint bookrunners (the "Co-Lead Arrangers"), ----------------- THE CHASE MANHATTAN BANK, as syndication agent, and COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES ("Commerzbank"), THE BANK OF TOKYO-MITSUBISHI, LTD. ----------- and BANK ONE, NA, as co-documentation agent, agree as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS SECTION 1.01. Certain Defined Terms. As used in this --------------------- Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Advance" means a Revolving Credit Advance or a ------- Competitive Bid Advance. "Affiliate" means, as to any Person, any other Person --------- that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person means the possession, direct or indirect, of the power to vote 5% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise. "Agent's Account" means the account of the Agent --------------- maintained by the Agent at Citibank with its office at 399 Park Avenue, New York, New York 10043, Account No. 36852248, Attention: William Clark. "Aggregate Amount of Financing Outstanding" at any time ----------------------------------------- means the aggregate amount of proceeds received in connection with a Permitted Receivables Financing, less (a) any amounts collected in connection with the accounts receivable sold, conveyed or otherwise transferred pursuant to such financing and (b) the amount of any defaulted accounts receivable the uncollectibility of which is a risk assumed by the transferee of such accounts receivable. "Applicable Lending Office" means, with respect to each ------------------------- Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance and, in the case of a Competitive Bid Advance, the office of such Lender notified by such Lender to the Agent as its Applicable Lending Office with respect to such Competitive Bid Advance. 222507	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Credit Agreement: CHASE MANHATTAN BANK – August 7, 2001 Among MONSANTO COMPANY as Borrower, -- -------- THE INITIAL LENDERS NAMED HEREIN as Initial Lenders, -- ------- ------- CITIBANK, N.A. as Administrative Agent, -- -------------- ----- THE CHASE MANHATTAN BANK as Syndication Agent, -- ----------- ----- COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES THE BANK OF TOKYO-MITSUBISHI, LTD. and BANK ONE, NA as _____________ CHASE MANHATTAN BANK, – defined), SALOMON SMITH BARNEY INC. and J.P. MORGAN SECURITIES INC., as co-lead arrangers and joint bookrunners (the "Co-Lead Arrangers"), ----------------- THE CHASE MANHATTAN BANK, as syndication agent, and COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES ("Commerzbank"), THE BANK OF TOKYO-MITSUBISHI, LTD. ----------- and BANK ONE, _____________ Chase Manhattan Bank – Subsidiary" means a bankruptcy-remote, ---------------------- special-purpose wholly owned Subsidiary formed in connection with a Permitted Receivables Financing. "Reference Banks" means Citibank, The Chase Manhattan Bank --------------- and Commerzbank; provided that the Borrower may at any time -------- substitute another Lender as one of the Reference Banks, but such substitution _____________ CHASE MANHATTAN BANK – N.A., as Agent By____________________________ Title: 39 {PAGE} {PAGE} Initial Lenders --------------- $124,000,000 CITIBANK, N.A. By____________________________ Title: $124,000,000 THE CHASE MANHATTAN BANK By____________________________ Title: $104,000,000 BANK ONE, NA (MAIN OFFICE CHICAGO) By____________________________ Title: $104,000,000 THE BANK OF TOKYO-MITSUBISHI, LTD., _____________ CHASE MANHATTAN BANK – Credit Department T: 44-171-247-5566 T: 44-171-247-5566 F: 44-171-562-0208 F: 44-171-562-0208 ----------------------------------------------------------------------------------------------------------------------- THE CHASE MANHATTAN BANK The Chase Manhattan Bank The Chase Manhattan Bank 270 Park Avenue, 48th Floor 270 Park Avenue, 48th Floor New York, NY 10017 _____________ dt 102266 ; Citibank Citibank, NA As referenced in this 364-Day Credit Agreement: CITIBANK, N.A. – 364-DAY CREDIT AGREEMENT Dated as of August 7, 2001 Among MONSANTO COMPANY as Borrower, -- -------- THE INITIAL LENDERS NAMED HEREIN as Initial Lenders, -- ------- ------- CITIBANK, N.A. as Administrative Agent, -- -------------- ----- THE CHASE MANHATTAN BANK as Syndication Agent, -- ----------- ----- COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES THE BANK OF TOKYO- _____________ CITIBANK, N.A. – COMPANY, a Delaware corporation (the "Borrower"), -------- the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, CITIBANK, N.A. --------------- ("Citibank"), as administrative agent (the "Agent") for the Lenders (as -------- ----- hereinafter defined), SALOMON SMITH BARNEY INC. and J.P. MORGAN SECURITIES INC., _____________ CITIBANK, N.A. – to be executed by their respective officers thereunto duly authorized, as of the date first above written. MONSANTO COMPANY By____________________________ Title: By____________________________ Title: CITIBANK, N.A. , as Agent By____________________________ Title: 39 {PAGE} {PAGE} Initial Lenders --------------- $124,000,000 CITIBANK, N.A. By____________________________ Title: $124,000,000 THE CHASE _____________ CITIBANK, N.A. – above written. MONSANTO COMPANY By____________________________ Title: By____________________________ Title: CITIBANK, N.A., as Agent By____________________________ Title: 39 {PAGE} {PAGE} Initial Lenders --------------- $124,000,000 CITIBANK, N.A. By____________________________ Title: $124,000,000 THE CHASE MANHATTAN BANK By____________________________ Title: $104,000,000 BANK ONE, NA (MAIN OFFICE CHICAGO) By____________________________ Title: $ _____________ CITIBANK, N.A. – Rochford Attn: Stephen P. Rochford T: 212-270-7275 T: 212-270-7275 F: 212-270-5135 F: 212-270-5135 ----------------------------------------------------------------------------------------------------------------------- {PAGE} {PAGE} ----------------------------------------------------------------------------------------------------------------------- CITIBANK, N.A. Citibank, N.A. Citibank, N.A. Two Penns Way Two Penns Way Suite 200 Suite 200 New Castle, DE 19720 New Castle, _____________ dt 146455 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this 364-Day Credit Agreement: McGraw-Hill Companies, Inc – resulting from the Revolving Credit Advances made by such Lender. 10 {PAGE} {PAGE} "S&P" means Standard & Poor's, a division of The --- McGraw-Hill Companies, Inc . "Short Term Rating" has the meaning assigned in the ----------------- definition of "Public Debt Rating". "Single Employer Plan" means a single employer plan, _____________ dt 311261 ;	Monsanto Monsanto Co. ( Chemical Manufacturing ) As referenced in this 364-Day Credit Agreement: monsanto – 1,000,000,000 364-DAY CREDIT AGREEMENT Dated as of August 7, 2001 Among MONSANTO COMPANY as Borrower, -- -------- THE INITIAL LENDERS NAMED HEREIN as Initial Lenders, -- ------- ------- CITIBANK, N.A. as monsanto – Termination Date iii {PAGE} {PAGE} 364-DAY CREDIT AGREEMENT Dated as of August 7, 2001 MONSANTO COMPANY, a Delaware corporation (the "Borrower"), -------- the banks, financial institutions and other institutional lenders (the " monsanto – executed by their respective officers thereunto duly authorized, as of the date first above written. MONSANTO COMPANY By____________________________ Title: By____________________________ Title: CITIBANK, N.A., as Agent By____________________________ Title: 39 {PAGE} {PAGE} monsanto – Chicago, Illinois Chicago, Illinois ABA: 071000013 ABA: 071000013 LS2 Incoming LS2 Incoming 481152860000 481152860000 Ref: Monsanto Co Ref: Monsanto Co Attn: Ben Oliva Attn: Ben Oliva Tel: 312-732-5987 Tel: monsanto – Illinois ABA: 071000013 ABA: 071000013 LS2 Incoming LS2 Incoming 481152860000 481152860000 Ref: Monsanto Co Ref: Monsanto Co Attn: Ben Oliva Attn: Ben Oliva Tel: 312-732-5987 Tel: 312-732-5987 dt 19755 ; Pharmacia Pharmacia Corp. ( Pharmaceutical Preparations ) As referenced in this 364-Day Credit Agreement: Pharmacia Corp – order; or (g) Any Person or two or more Persons acting in concert (other than Pharmacia Corp oration and its Subsidiaries) shall have, on or after the date of this Agreement, acquired dt 45575 ; More...
Preview Full Doc	2000	364-Day Credit Agreement 364-Day Credit Agreement (269K) Doc #222667: Click preview link for longer preview. U.S. $1,000,000,000 364-DAY CREDIT AGREEMENT Dated as of August 8, 2000 Among MONSANTO COMPANY and PHARMACIA CORPORATION as Borrowers, -- --------- THE INITIAL LENDERS NAMED HEREIN as Initial Lenders, -- ------- ------- CITIBANK, N.A. as Administrative Agent, -- -------------- ----- THE CHASE MANHATTAN BANK as Syndication Agent, -- ----------- ----- COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES and BANK ONE, NA as Co-Documentation Agents -- ---------------- ------ and SALOMON SMITH BARNEY INC. and CHASE SECURITIES INC. as Co-Lead Arrangers and Joint Book Managers -- ------- --------- --- ----- ---- -------- {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS {S} {C} SECTION 1.01. Certain Defined Terms............................................. 1 --------------------- SECTION 1.02. Computation of Time Periods....................................... 11 --------------------------- SECTION 1.03. Accounting Terms.................................................. 11 ---------------- ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES SECTION 2.01. The Revolving Credit Advances..................................... 12 ----------------------------- SECTION 2.02. Making the Revolving Credit Advances.............................. 12 ------------------------------------ SECTION 2.03. The Competitive Bid Advances...................................... 13 ---------------------------- SECTION 2.04. Fees.............................................................. 15 ---- SECTION 2.05. Termination or Reduction of the Commitments....................... 16 ------------------------------------------- SECTION 2.06. Repayment of Revolving Credit Advances............................ 16 -------------------------------------- SECTION 2.07. Interest on Revolving Credit Advances; Regulation D Compensation.. 16 ---------------------------------------------------------------- SECTION 2.08. Interest Rate Determination....................................... 17 --------------------------- SECTION 2.09. Optional Conversion of Revolving Credit Advances.................. 17 ------------------------------------------------ SECTION 2.10. Optional Prepayments of Revolving Credit Advances................. 18 ------------------------------------------------- SECTION 2.11. Increased Costs................................................... 18 --------------- SECTION 2.12. Illegality........................................................ 19 ---------- SECTION 2.13. Payments and Computations......................................... 20 ------------------------- SECTION 2.14. Taxes............................................................. 21 ----- SECTION 2.15. Sharing of Payments, Etc.......................................... 22 ------------------------ SECTION 2.16. Use of Proceeds................................................... 23 --------------- SECTION 2.17. Extension of Termination Date..................................... 23 ----------------------------- SECTION 2.18. Evidence of Debt.................................................. 24 ---------------- {/TABLE} i {PAGE} ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING {TABLE} {S} {C} SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03............. 25 --------------------------------------------------------------- SECTION 3.02. Conditions Precedent to Monsanto Effective Date............................. 26 ----------------------------------------------- SECTION 3.03. Conditions Precedent to Each Revolving Credit Borrowing and Extension Date.. 27 -------------------------------------------------------------------------- SECTION 3.04. Conditions Precedent to Each Competitive Bid Borrowing...................... 27 ------------------------------------------------------ SECTION 3.05. Determinations Under Sections 3.01 and 3.02................................. 28 ------------------------------------------- ARTICLE IV REPRESENTATIONS AND WARRANTIES SECTION 4.01. Representations and Warranties of the Borrowers............................. 28 ------------------------------------------------ SECTION 4.02. Representation and Warranty of the Lenders.................................. 29 ------------------------------------------- ARTICLE V COVENANTS OF THE BORROWERS SECTION 5.01. Affirmative Covenants....................................................... 29 --------------------- SECTION 5.02. Negative Covenants.......................................................... 30 ------------------ SECTION 5.03. Financial Covenant.......................................................... 32 ------------------ ARTICLE VI EVENTS OF DEFAULT SECTION 6.01. Events of Default........................................................... 32 ----------------- ARTICLE VII THE AGENT SECTION 7.01. Authorization and Action.................................................... 33 ------------------------ SECTION 7.02. Agent's Reliance, Etc....................................................... 34 --------------------- SECTION 7.03. Citibank and Affiliates..................................................... 34 ----------------------- SECTION 7.04. Lender Credit Decision...................................................... 34 ---------------------- SECTION 7.05. Indemnification............................................................. 34 --------------- SECTION 7.06. Successor Agent............................................................. 35 --------------- SECTION 7.07. Other Agents................................................................ 35 ------------ {/TABLE} ii {PAGE} ARTICLE VIII MISCELLANEOUS SECTION 8.01. Amendments, Etc............................................... 35 --------------- SECTION 8.02. Notices, Etc.................................................. 35 ------------ SECTION 8.03. No Waiver; Remedies........................................... 35 ------------------- SECTION 8.04. Costs and Expenses............................................ 36 ------------------ SECTION 8.05. Right of Set-off.............................................. 36 ---------------- SECTION 8.06. Binding Effect................................................ 37 -------------- SECTION 8.07. Assignments and Participations................................ 37 ------------------------------ SECTION 8.08. Confidentiality............................................... 39 --------------- SECTION 8.09. Governing Law................................................. 39 ------------- SECTION 8.10. Execution in Counterparts..................................... 39 ------------------------- SECTION 8.11. Jurisdiction, Etc............................................. 39 ----------------- SECTION 8.12. Resignation of Pharmacia as Borrower.......................... 39 ------------------------------------ SECTION 8.13. Waiver of Jury Trial.......................................... 39 -------------------- Schedules --------- Schedule I - List of Applicable Lending Offices Schedule 3.01(b) - Disclosed Litigation Exhibits -------- Exhibit A-1 - Form of Revolving Credit Note Exhibit A-2 - Form of Competitive Bid Note Exhibit B-1 - Form of Notice of Revolving Credit Borrowing Exhibit B-2 - Form of Notice of Competitive Bid Borrowing Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Assumption Agreement Exhibit E - Form of Notice of Extension of Termination Date iii {PAGE} 364-DAY CREDIT AGREEMENT Dated as of August 8, 2000 MONSANTO COMPANY, a Delaware corporation ("Monsanto"), PHARMACIA -------- CORPORATION, a Delaware corporation ("Pharmacia" and, together with Monsanto, --------- the "Borrowers"), the banks, financial institutions and other institutional --------- lenders (the "Initial Lenders") listed on the signature pages hereof, CITIBANK, --------------- N.A. ("Citibank"), as administrative agent (the "Agent") for the Lenders (as -------- ----- hereinafter defined), SALOMON SMITH BARNEY INC. and CHASE SECURITIES INC., as co-lead arrangers and joint book managers, THE CHASE MANHATTAN BANK, as syndication agent, and COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES ("Commerzbank") and BANK ONE, NA, as co-documentation agent, agree as follows: ----------- ARTICLE I DEFINITIONS AND ACCOUNTING TERMS SECTION 1.01. Certain Defined Terms. As used in this Agreement, --------------------- the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Advance" means a Revolving Credit Advance or a Competitive Bid ------- Advance. "Affiliate" means, as to any Person, any other Person that, directly --------- or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person means the possession, direct or indirect, of the power to vote 5% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise. "Agent's Account" means the account of the Agent maintained by the --------------- Agent at Citibank with its office at 399 Park Avenue, New York, New York 10043, Account No. 36852248, Attention: William Clark. "Aggregate Amount of Financing Outstanding" at any time means the ----------------------------------------- aggregate amount of proceeds received in connection with a Permitted Receivables Financing, less (a) any amounts collected in connection with the accounts receivable sold, conveyed or otherwise transferred pursuant to such financing and (b) the amount of any defaulted accounts receivable the uncollectibility of which is a risk assumed by the transferee of such accounts receivable. "Applicable Lending Office" means, with respect to each Lender, such ------------------------- Lender's Domestic Lending Office in the case of a Base Rate Advance and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance and, in the case of a Competitive Bid Advance, the office of such Lender notified by such Lender to the Agent as its Applicable Lending Office with respect to such Competitive Bid Advance. {PAGE} "Applicable Margin" means, as to any Borrower, for Base Rate Advances ----------------- made to such Borrower, 0.0% per annum and, for Eurodollar Rate Advances made to such Borrower as of any date, a percentage per annum determined by reference to the Public Debt Rating of such Borrower in effect on such date as set forth below: 222667	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Credit Agreement: CHASE MANHATTAN BANK – Among MONSANTO COMPANY and PHARMACIA CORPORATION as Borrowers, -- --------- THE INITIAL LENDERS NAMED HEREIN as Initial Lenders, -- ------- ------- CITIBANK, N.A. as Administrative Agent, -- -------------- ----- THE CHASE MANHATTAN BANK as Syndication Agent, -- ----------- ----- COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES and BANK ONE, NA as Co-Documentation Agents -- ---------------- ------ and SALOMON SMITH _____________ CHASE MANHATTAN BANK, – for the Lenders (as -------- ----- hereinafter defined), SALOMON SMITH BARNEY INC. and CHASE SECURITIES INC., as co-lead arrangers and joint book managers, THE CHASE MANHATTAN BANK, as syndication agent, and COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES ("Commerzbank") and BANK ONE, NA, as co-documentation agent, agree _____________ Chase Manhattan Bank – Subsidiary" means a bankruptcy-remote, special-purpose ---------------------- wholly owned Subsidiary formed in connection with a Permitted Receivables Financing. "Reference Banks" means Citibank, The Chase Manhattan Bank and --------------- Commerzbank; provided that the Borrower may at any time substitute another -------- Lender as one of the Reference Banks, but such substitution shall _____________ CHASE MANHATTAN BANK – CITIBANK, N.A., as Agent By____________________________ Title: Initial Lenders --------------- $126,666,666.67 CITIBANK, N.A. By____________________________ Title: $126,666,666.67 THE CHASE MANHATTAN BANK By____________________________ Title: $106,666,666.67 BANK ONE, NA (MAIN OFFICE CHICAGO) By____________________________ Title: $106,666,666.67 COMMERZBANK AG, NEW YORK _____________ CHASE MANHATTAN BANK – 5566 T: 44-171-247-5566 F: 44-171-562-0208 F: 44-171-562-0208 -------------------------------------------------------------------------------------------------------------------- {/TABLE} {PAGE} {TABLE} -------------------------------------------------------------------------------------------------------------------- {S} {C} {C} THE CHASE MANHATTAN BANK The Chase Manhattan Bank The Chase Manhattan Bank 270 Park Avenue, 48th Floor 270 Park Avenue, 48th Floor New York, NY 10017 _____________ dt 102267 ; Citibank Citibank, NA As referenced in this 364-Day Credit Agreement: CITIBANK, N.A. – AGREEMENT Dated as of August 8, 2000 Among MONSANTO COMPANY and PHARMACIA CORPORATION as Borrowers, -- --------- THE INITIAL LENDERS NAMED HEREIN as Initial Lenders, -- ------- ------- CITIBANK, N.A. as Administrative Agent, -- -------------- ----- THE CHASE MANHATTAN BANK as Syndication Agent, -- ----------- ----- COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES and BANK ONE, NA _____________ CITIBANK, --------------- N.A. – and, together with Monsanto, --------- the "Borrowers"), the banks, financial institutions and other institutional --------- lenders (the "Initial Lenders") listed on the signature pages hereof, CITIBANK, --------------- N.A. ("Citibank"), as administrative agent (the "Agent") for the Lenders (as -------- ----- hereinafter defined), SALOMON SMITH BARNEY INC. and CHASE SECURITIES INC., as co- _____________ CITIBANK, N.A. – executed by their respective officers thereunto duly authorized, as of the date first above written. MONSANTO COMPANY By____________________________ Title: PHARMACIA CORPORATION By____________________________ Title: CITIBANK, N.A. , as Agent By____________________________ Title: Initial Lenders --------------- $126,666,666.67 CITIBANK, N.A. By____________________________ Title: $126,666,666.67 THE CHASE MANHATTAN _____________ CITIBANK, N.A. – above written. MONSANTO COMPANY By____________________________ Title: PHARMACIA CORPORATION By____________________________ Title: CITIBANK, N.A., as Agent By____________________________ Title: Initial Lenders --------------- $126,666,666.67 CITIBANK, N.A. By____________________________ Title: $126,666,666.67 THE CHASE MANHATTAN BANK By____________________________ Title: $106,666,666.67 BANK ONE, NA (MAIN OFFICE CHICAGO) _____________ CITIBANK, N.A. – Stephen P. Rochford Attn: Stephen P. Rochford T: 212-270-7275 T: 212-270-7275 F: 212-270-5135 F: 212-270-5135 -------------------------------------------------------------------------------------------------------------------- CITIBANK, N.A. Citibank, N.A. Citibank, N.A. Two Penns Way Two Penns Way Suite 200 Suite 200 New Castle, DE 19720 New Castle, _____________ dt 146457 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this 364-Day Credit Agreement: McGraw-Hill --- Companies, Inc – indebtedness of the Borrower to such Lender resulting from the Revolving Credit Advances made to such Borrower by such Lender. "S&P" means Standard & Poor's, a division of The McGraw-Hill --- Companies, Inc . "Short Term Rating" has the meaning assigned in the definition of ----------------- "Public Debt Rating". "Single Employer Plan" means a single employer plan, as defined in -------------------- Section 4001(a)(15) _____________ dt 1516313 ;	Monsanto Monsanto Co. ( Chemical Manufacturing ) As referenced in this 364-Day Credit Agreement: monsanto – 1,000,000,000 364-DAY CREDIT AGREEMENT Dated as of August 8, 2000 Among MONSANTO COMPANY and PHARMACIA CORPORATION as Borrowers, -- --------- THE INITIAL LENDERS NAMED HEREIN as Initial Lenders, -- ------- ------- CITIBANK, monsanto – Effectiveness of Sections 2.01 and 2.03............. 25 --------------------------------------------------------------- SECTION 3.02. Conditions Precedent to Monsanto Effective Date............................. 26 ----------------------------------------------- SECTION 3.03. Conditions Precedent to Each Revolving Credit Borrowing and Extension monsanto – of Termination Date iii {PAGE} 364-DAY CREDIT AGREEMENT Dated as of August 8, 2000 MONSANTO COMPANY, a Delaware corporation ("Monsanto"), PHARMACIA -------- CORPORATION, a Delaware corporation ("Pharmacia" and, together with Monsanto, --------- "monsanto" – 364-DAY CREDIT AGREEMENT Dated as of August 8, 2000 MONSANTO COMPANY, a Delaware corporation ("Monsanto" ), PHARMACIA -------- CORPORATION, a Delaware corporation ("Pharmacia" and, together with Monsanto, --------- the "Borrowers"), the banks, monsanto, – MONSANTO COMPANY, a Delaware corporation ("Monsanto"), PHARMACIA -------- CORPORATION, a Delaware corporation ("Pharmacia" and, together with Monsanto, --------- the "Borrowers"), the banks, financial institutions and other institutional --------- lenders (the "Initial Lenders") listed dt 19841 ; Pharmacia Pharmacia Corp. ( Pharmaceutical Preparations ) As referenced in this 364-Day Credit Agreement: PHARMACIA CORP – 000 364-DAY CREDIT AGREEMENT Dated as of August 8, 2000 Among MONSANTO COMPANY and PHARMACIA CORP ORATION as Borrowers, -- --------- THE INITIAL LENDERS NAMED HEREIN as Initial Lenders, -- ------- ------- CITIBANK, N.A. as PHARMACIA -------- CORP – DAY CREDIT AGREEMENT Dated as of August 8, 2000 MONSANTO COMPANY, a Delaware corporation ("Monsanto"), PHARMACIA -------- CORP ORATION, a Delaware corporation ("Pharmacia" and, together with Monsanto, --------- the "Borrowers"), the banks, financial institutions PHARMACIA CORP – officers thereunto duly authorized, as of the date first above written. MONSANTO COMPANY By____________________________ Title: PHARMACIA CORP ORATION By____________________________ Title: CITIBANK, N.A., as Agent By____________________________ Title: Initial Lenders --------------- $126,666,666. Pharmacia Corp – modified from time to time, the "Credit Agreement") among ---------------- Monsanto Company, a Delaware corporation ("Monsanto") Pharmacia Corp oration, a -------- Delaware corporation ("Pharmacia" and together with Monsanto, the "Borrowers"), --------- --------- the Lenders (as defined PHARMACIA CORP – reason of clause (iii) of the definition of "Eligible Assignee". {PAGE} MONSANTO COMPANY By______________________________]* Title: PHARMACIA CORP ORATION By______________________________]* Title: _____________________________ * Required if the Assignee is an Eligible Assignee solely by reason dt 45598 ; More...
Preview Full Doc	2001	364-Day Credit Agreement [Amended and Restated] 364-Day Credit Agreement [Amended and Restated] (28K) Doc #229393: Click preview link for longer preview. $125,000,000 AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of September 24, 2001 among CROMPTON CORPORATION THE ELIGIBLE SUBSIDIARIES Referred to Herein The Banks Listed Herein THE CHASE MANHATTAN BANK, as Syndication Agent CITIBANK, N.A., as Administrative Agent and BANK OF AMERICA, N.A., as Documentation Agent ____________________________________________ J.P. MORGAN SECURITIES INC., as Lead Arranger and Sole Bookrunner AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 24, 2001, (this "Amendment and Restatement") to the 364-DAY CREDIT AGREEMENT dated as of October 28, 1999 as amended by the First Amendment dated as of October 26, 2000 (as may be further amended, supplemented or otherwise modified from time to time, the "364-Day Credit Agreement"), among CROMPTON CORPORATION (formerly known as CK Witco Corporation) (the "Company"), the Eligible Subsidiaries referred to therein, the BANKS listed on the signature pages thereof, THE CHASE MANHATTAN BANK, as Syndication Agent, CITIBANK, N.A., as Administrative Agent, the Co-Documentation Agents, and J.P. MORGAN SECURITIES INC., as Lead Arranger and Sole Bookrunner. WHEREAS, the Company, the Eligible Subsidiaries, certain Banks, the Co-Documentation Agents, the Syndication Agent and the Administrative Agent are parties to the 364-Day Credit Agreement; WHEREAS, pursuant to the 364-Day Credit Agreement, the Banks have agreed to make certain loans to the Company; and WHEREAS, the Company has requested that certain provisions of the 364-Day Credit Agreement be modified in the manner provided in this Amendment by (i) amending the definitions set forth in Section 1.01 of the 364-Day Credit Agreement, (ii) deleting the references to the utilization fee in Section 2.08 of the 364-Day Credit Agreement, (iii) amending the prepayment provisions set forth in Section 2.11 of the 364-Day Credit Agreement, (iv) amending the representations and warranties set forth in Article 4 of the 364-Day Credit Agreement, (v) amending Article 5 of the 364-Day Credit Agreement, (vi) amending the amendments and waivers provision set forth in Section 11.05 of the 364-Day Credit Agreement, (vii) amending the Pricing Schedule attached to the 364-Day Credit Agreement and (viii) restating of the 364-Day Credit Agreement in its entirety giving effect to such amendments, all as provided below; NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Company and the undersigned Banks hereby agree as follows: SECTION 1. Defined Terms. Capitalized terms used but not defined herein have the meanings assigned to them in the 364-Day Credit Agreement as amended hereby. SECTION 2. Amendment to Section 1.01. Section 1.01 of the 364-Day Credit Agreement is hereby amended by: (a) replacing the definition of "Company" in its entirety with the following: "`Company' means Crompton Corporation, a Delaware corporation, and its successors." (b) replacing the definition of "Five-Year Credit Agreement" in its entirety with the following: "`Five-Year Credit Agreement' means the Five-Year Credit Agreement dated as of October 28, 1999 among the Company, the eligible subsidiaries named therein, Citibank, N.A. as administrative agent, the banks named therein, The Chase Manhattan Bank, as syndication agent, and Bank of America, N.A. and Deutsche Bank Alex. Brown Inc. (formerly known as Deutsche Bank Securities Inc.), as co-documentation agents named therein, as amended from time to time." (c) replacing the definition of "Termination Date" in its entirety with the following: "`Termination Date' means September 26, 2002, or, if such date is not a Euro- dollar Business Day, the next preceding Euro-Dollar Business Day or, in the case of any Bank, any later date to which the Termination Date shall have been extended as to such Bank pursuant to Section 2.18." (d) adding the following defined terms in the correct alphabetical order: "`Asset Sale' means the sale, transfer or other disposition (by way of merger or formation of a joint venture or otherwise) by the Company or any of the Subsidiaries to any person (other than a sale, transfer or other disposition to the Company or any Subsidiary) of 229393	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Credit Agreement [Amended and Restated]: CHASE MANHATTAN BANK, – DAY CREDIT AGREEMENT dated as of September 24, 2001 among CROMPTON CORPORATION THE ELIGIBLE SUBSIDIARIES Referred to Herein The Banks Listed Herein THE CHASE MANHATTAN BANK, as Syndication Agent CITIBANK, N.A., as Administrative Agent and BANK OF AMERICA, N.A., as Documentation Agent ____________________________________________ J.P. MORGAN _____________ CHASE MANHATTAN BANK, – formerly known as CK Witco Corporation) (the "Company"), the Eligible Subsidiaries referred to therein, the BANKS listed on the signature pages thereof, THE CHASE MANHATTAN BANK, as Syndication Agent, CITIBANK, N.A., as Administrative Agent, the Co-Documentation Agents, and J.P. MORGAN SECURITIES INC., as Lead Arranger _____________ Chase Manhattan Bank, – of October 28, 1999 among the Company, the eligible subsidiaries named therein, Citibank, N.A. as administrative agent, the banks named therein, The Chase Manhattan Bank, as syndication agent, and Bank of America, N.A. and Deutsche Bank Alex. Brown Inc. (formerly known as Deutsche Bank Securities Inc.), _____________ CHASE MANHATTAN BANK, – 388 Greenwich Street, 21st Floor New York, NY 10013 Attention: Carolyn Sheridan Facsimile number 212-816-8051 Commitment: $12,600,000.00 THE CHASE MANHATTAN BANK, By /s/ Peter A. Dedousis Name: Peter A. Dedousis Title: Managing Director 270 Park Avenue New York, NY 10017 Attention: Stacey L. _____________ dt 102315 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this 364-Day Credit Agreement [Amended and Restated]: ABN AMRO BANK – Pittsburgh, PA 15258 Attention: Mark Ricci Facsimile: 412-234-6375 Commitment: $10,000,000.00 ABN AMRO BANK N.V., By /s/ David A. Mandell Name: David A. Mandell Title: Senior Vice President dt 45482 ; Citibank Citibank, NA As referenced in this 364-Day Credit Agreement [Amended and Restated]: CITIBANK, N.A. – September 24, 2001 among CROMPTON CORPORATION THE ELIGIBLE SUBSIDIARIES Referred to Herein The Banks Listed Herein THE CHASE MANHATTAN BANK, as Syndication Agent CITIBANK, N.A. , as Administrative Agent and BANK OF AMERICA, N.A., as Documentation Agent ____________________________________________ J.P. MORGAN SECURITIES INC., as Lead Arranger and _____________ CITIBANK, N.A. – the "Company"), the Eligible Subsidiaries referred to therein, the BANKS listed on the signature pages thereof, THE CHASE MANHATTAN BANK, as Syndication Agent, CITIBANK, N.A. , as Administrative Agent, the Co-Documentation Agents, and J.P. MORGAN SECURITIES INC., as Lead Arranger and Sole Bookrunner. WHEREAS, the Company, _____________ Citibank, N.A. – Year Credit Agreement' means the Five-Year Credit Agreement dated as of October 28, 1999 among the Company, the eligible subsidiaries named therein, Citibank, N.A. as administrative agent, the banks named therein, The Chase Manhattan Bank, as syndication agent, and Bank of America, N.A. and Deutsche _____________ CITIBANK, N.A. – John R. Jepsen Title: Treasurer By signing in the space below, the undersigned institution bereby executes and consents to the Amendment and Restatement CITIBANK, N.A. , individually and as Administrative Agent, By /s/ Carolyn A. Sheridan Name: Carolyn A. Sheridan Title: Managing Director 388 Greenwich Street, 21st Floor _____________ dt 146505 ;	Crompton Crompton Corp. ( Chemical Manufacturing ) As referenced in this 364-Day Credit Agreement [Amended and Restated]: CROMPTON – 000 AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of September 24, 2001 among CROMPTON CORPORATION THE ELIGIBLE SUBSIDIARIES Referred to Herein The Banks Listed Herein THE CHASE MANHATTAN BANK, CROMPTON – amended, supplemented or otherwise modified from time to time, the "364-Day Credit Agreement"), among CROMPTON CORPORATION (formerly known as CK Witco Corporation) (the "Company"), the Eligible Subsidiaries referred to Crompton – by: (a) replacing the definition of "Company" in its entirety with the following: "`Company' means Crompton Corporation, a Delaware corporation, and its successors." (b) replacing the definition of "Five-Year Credit CROMPTON – duly executed by their duly authorized officers, all as of the date first above written. CROMPTON CORPORATION, By /s/ John R. Jepsen Name: John R. Jepsen Title: Vice President & Treasurer By / CROMPTON – the Subsidiary Guarantors hereby acknowledges receipt of, and consents to the terms of, this Amendment CROMPTON MANUFACTURING COMPANY, INC., By /s/ John R. Jepsen Name: John R. Jepsen Title: Treasurer By dt 56069 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this 364-Day Credit Agreement [Amended and Restated]: BANK OF AMERICA, – Herein THE CHASE MANHATTAN BANK, as Syndication Agent CITIBANK, N.A., as Administrative Agent and BANK OF AMERICA, N.A., as Documentation Agent ____________________________________________ J.P. MORGAN SECURITIES INC., as Lead Arranger Bank of America, – as administrative agent, the banks named therein, The Chase Manhattan Bank, as syndication agent, and Bank of America, N.A. and Deutsche Bank Alex. Brown Inc. (formerly known as Deutsche Bank Securities BANK OF AMERICA, – NY 10017 Attention: Stacey L. Haimes Facsimile: 212-270-7939 Commitment: $13,600,000.00 BANK OF AMERICA, N.A., By /s/ Wendy J. Gorman Name: Wendy J. Gorman Title: Principal 335 dt 41082 ; More...
Preview Full Doc	2001	364-Day Credit Agreement [Amendment No. 1] 364-Day Credit Agreement [Amendment No. 1] (11K) Doc #229410: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-4.6 {SEQUENCE}2 {FILENAME}0002.txt {TEXT} FIRST AMENDMENT dated as of October 26, 2000, to the 364-DAY CREDIT AGREEMENT, dated as of October 28, 1999 among CROMPTON CORPORATION (formerly CK Witco Corporation), the Eligible Subsidiaries referred to therein, the BANKS listed on the signature pages thereof, THE CHASE MANHATTAN BANK, as Syndication Agent, CITIBANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A. and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents, and CHASE SECURITIES INC., as Lead Arranger and Sole Book Manager (the "First Amendment").WHEREAS, the Company, the Eligible Subsidiaries, certain Banks, the Co-Documentation Agents, the Syndication Agent and the Administrative Agent are parties to the 364-Day Credit Agreement dated as of October 28, 1999 (the "Original Credit Agreement"); WHEREAS, the Company has requested that the Banks amend the Original Credit Agreement by (i) changing the definition of Termination Date and (ii) amending the representations contained in Section 4.04 of the Original Agreement, all as provided below; WHEREAS, the Company and Banks have agreed to reduce the Commitments to $191,600,000; WHEREAS, the undersigned Banks are willing, on the terms and subject to the conditions set forth herein, to approve such amendment; WHEREAS, capitalized terms used but not defined herein have the meanings assigned to them in the Original Credit Agreement as amended hereby; NOW, THEREFORE, in consideration of these premises, the Company and the undersigned Banks hereby agree as follows: SECTION 1. Amendment. Effective as of the date hereof, the Original Credit Agreement, including all schedules and exhibits thereto, is hereby amended as expressly provided herein, and all rights and obligations of the Company, the Banks and the Administrative Agent under the Original Credit Agreement (including accrued fees) shall continue as rights and obligations of such parties under the Original Credit Agreement, in each case amended as provided below: (a) The definition of "Termination Date" in Section 1.01 of the Original Credit Agreement is hereby replaced in its entirety with the following: "'Termination Date' means October 25, 2001, or, if such date is not a Euro-dollar Business Day, the next preceding Euro- Dollar Business Day or, in the case of any Bank, any later date to which the Termination Date shall have been extended as to such Bank pursuant to Section 2." (b) Section 4.04 of the Original Credit Agreement is hereby replaced in its entirety with the following: SECTION 4.04. Financial Information. (a) The unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as of June 30, 2000 and the related unaudited consolidated statement of operations for the six months then ended, a copy of which has been delivered to each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations for such fiscal year. (b) Since December 31, 1999, there has been no material adverse change in the business, financial position or results of operations of the Company and its Consolidated Subsidiaries, considered as a whole. (c) From and after the effective date of this First Amendment, all references in the Original Credit Agreement to the signature pages thereof shall mean and refer to the signature pages attached hereto. SECTION 2. Representations and Warranties. The representations and warranties set forth in Article IV of the Original Credit Agreement, as amended by this First Amendment, shall be deemed to have been repeated in this First Amendment on and as of the date hereof, with all references to "this Agreement" being deemed to refer to the Original Credit Agreement, as amended by this First Amendment. SECTION 3. Effectiveness. This First Amendment shall become effective on the date on which the Syndication Agent shall have received counterparts of this First Amendment that, when taken together, bear the signatures of the Company, the Banks and the Syndication Agent. SECTION 4. Applicable Law. This First Amendment shall be construed in accordance with and governed by the law of the State of New York. SECTION 5. Counterparts. This First Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of a signature page of this First Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. SECTION 6. Headings. Section headings used herein are for convenience of reference only, are not part of, and are not to be taken into consideration in interpreting, this First Amendment. SECTION 7. Expenses. The Company shall reimburse the Syndication Agent for its expenses in connection with this First Amendment as separately agreed with the Syndication Agent. IN WITNESS WHEREOF, the Company, the Administrative Agent and the undersigned Banks have caused this Amendment to be duly executed by their duly authorized officers, all as of the date first above written. CROMPTON CORPORATION, By Name: John R. Jepsen Title: Treasurer Address: One American Lane Greenwich, CT 06831 Phone: (203) 552-3175 Facsimile: (203) 552-2868 Banks BANK OF AMERICA, N.A., By 229410	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Credit Agreement [Amendment No. 1]: CHASE MANHATTAN BANK, – 1999 among CROMPTON CORPORATION (formerly CK Witco Corporation), the Eligible Subsidiaries referred to therein, the BANKS listed on the signature pages thereof, THE CHASE MANHATTAN BANK, as Syndication Agent, CITIBANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A. and DEUTSCHE BANK SECURITIES INC., as Co-Documentation _____________ CHASE MANHATTAN BANK, – By Name: Title: 399 Park Avenue, 4th Fl., Zone 16 New York, NY 10043 Attention: Carolyn Sheridan Facsimile number: 212-866-2371 THE CHASE MANHATTAN BANK, individually and as Syndication Agent, By Name: Title: 270 Park Avenue New York, NY 10017 Attention: Stacey Haimes Facsimile: 212-270-7939 {/ _____________ dt 102319 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this 364-Day Credit Agreement [Amendment No. 1]: ABN AMRO BANK – World Financial Center New York, NY 10281 Attention: Peter Doyle Fascsimile number: 212-266-7594 ABN AMRO BANK N.V., By Name: Title: By Name: Title: 500 Park Avenue New York, NY 10022 dt 45487 ; Citibank Citibank, NA As referenced in this 364-Day Credit Agreement [Amendment No. 1]: CITIBANK, N.A. – Witco Corporation), the Eligible Subsidiaries referred to therein, the BANKS listed on the signature pages thereof, THE CHASE MANHATTAN BANK, as Syndication Agent, CITIBANK, N.A. , as Administrative Agent, BANK OF AMERICA, N.A. and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents, and CHASE SECURITIES INC., as _____________ CITIBANK, N.A. – 359-6146 HIBERNIA NATIONAL BANK, By Name: Title: 313 Carondelet Street New Orleans, LA 70130 Attention: Spencer Gagnet Facsimile number: 504-533-5434 CITIBANK, N.A. , individually and as Administrative Agent, By Name: Title: 399 Park Avenue, 4th Fl., Zone 16 New York, NY 10043 Attention: Carolyn Sheridan _____________ dt 146509 ;	Crompton Crompton Corp. ( Chemical Manufacturing ) As referenced in this 364-Day Credit Agreement [Amendment No. 1]: CROMPTON – 26, 2000, to the 364-DAY CREDIT AGREEMENT, dated as of October 28, 1999 among CROMPTON CORPORATION (formerly CK Witco Corporation), the Eligible Subsidiaries referred to therein, the BANKS listed CROMPTON – duly executed by their duly authorized officers, all as of the date first above written. CROMPTON CORPORATION, By Name: John R. Jepsen Title: Treasurer Address: One American Lane Greenwich, CT 06831 dt 56086 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this 364-Day Credit Agreement [Amendment No. 1]: BANK OF AMERICA, – pages thereof, THE CHASE MANHATTAN BANK, as Syndication Agent, CITIBANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A. and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents, and CHASE SECURITIES BANK OF AMERICA, – One American Lane Greenwich, CT 06831 Phone: (203) 552-3175 Facsimile: (203) 552-2868 Banks BANK OF AMERICA, N.A., By Name: Title: 335 Madison Avenue New York, NY 10017 Attention: Wendy dt 41087 ; More...
Preview Full Doc	2001	364-Day Credit Agreement 364-Day Credit Agreement (433K) Doc #252823: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99.3 {SEQUENCE}5 {FILENAME}c65070ex99-3.txt {DESCRIPTION}364-DAY CREDIT AGREEMENT {TEXT} {PAGE} 1 EXHIBIT 99.3 EXECUTION COPY 364-DAY CREDIT AGREEMENT Dated as of August 29, 2001 among CHICAGO BRIDGE & IRON COMPANY N.V., THE SUBSIDIARY BORROWERS, THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS and BANK ONE, NA, (HAVING ITS PRINCIPAL OFFICE IN CHICAGO, ILLINOIS), AS ADMINISTRATIVE AGENT and BANK OF AMERICA, N.A., AS SYNDICATION AGENT and HARRIS TRUST AND SAVINGS BANK AS DOCUMENTATION AGENT ------------------------------------------------------------------------ BANC ONE CAPITAL MARKETS, INC., AS LEAD ARRANGER AND SOLE BOOK RUNNER ------------------------------------------------------------------------ SIDLEY AUSTIN BROWN & WOOD Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 {PAGE} 2 TABLE OF CONTENTS {TABLE} {S} {C} ARTICLE I: DEFINITIONS...........................................................................................1 1.1. Certain Defined Terms...........................................................................1 1.2. Singular/Plural References; Accounting Terms...................................................25 1.3. References.....................................................................................25 1.4. Supplemental Disclosure........................................................................26 ARTICLE II: REVOLVING LOAN FACILITY.............................................................................26 2.1. Revolving Loans................................................................................26 (A) Amount of Revolving Loans.............................................................26 (B) Borrowing/Election Notice.............................................................27 (C) Making of Revolving Loans.............................................................27 2.2. Swing Line Loans...............................................................................27 (A) Amount of Swing Line Loans............................................................27 (B) Borrowing/Election Notice.............................................................27 (C) Making of Swing Line Loans............................................................27 (D) Repayment of Swing Line Loans.........................................................28 2.3. Rate Options for all Advances; Maximum Interest Periods........................................29 2.4. Optional Payments; Mandatory Prepayments.......................................................29 (A) Optional Payments.....................................................................29 (B) Determination of Dollar Amounts of Letters of Credit; Mandatory Prepayments of Revolving Loans.......................................................................29 2.5. Changes in Commitments.........................................................................30 2.6. Method of Borrowing............................................................................30 2.7. Method of Selecting Types and Interest Periods for Advances....................................30 2.8. Minimum Amount of Each Advance.................................................................31 2.9. Method of Selecting Types and Interest Periods for Conversion and Continuation of Advances.......................................................................................31 (A) Right to Convert......................................................................31 (B) Automatic Conversion and Continuation.................................................31 (C) No Conversion Post-Default or Post-Unmatured Default..................................31 (D) Borrowing/Election Notice.............................................................31 2.10. Default Rate...................................................................................32 2.11. Method of Payment..............................................................................32 (A) Method of Payment.....................................................................32 (B) Market Disruption.....................................................................33 2.12. Evidence of Debt...............................................................................33 (A) Loan Account..........................................................................33 (B) Register..............................................................................33 (C) Entries in Loan Account and Register..................................................33 (D) Noteless Transaction; Notes Issued Upon Request.......................................34 2.13. Telephonic Notices.............................................................................34 {/TABLE} ii {PAGE} 3 {TABLE} {S} {C} 2.14. Promise to Pay; Interest and Commitment Fees; Interest Payment Dates; Interest and Fee Basis; Taxes; Loan and Control Accounts........................................................34 (A) Promise to Pay........................................................................34 (B) Interest Payment Dates................................................................34 (C) Commitment Fees; Additional Fees......................................................35 (D) Interest and Fee Basis; Applicable Floating Rate Margins, Applicable Eurodollar Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee Percentage............................................................................35 (E) Taxes.................................................................................37 2.15. Notification of Advances, Interest Rates, Prepayments and Aggregate Commitment Reductions.....................................................................................40 2.16. Lending Installations..........................................................................40 2.17. Non-Receipt of Funds by the Administrative Agent...............................................40 2.18. Termination Date...............................................................................41 2.19. Replacement of Certain Lenders.................................................................41 2.20. Subsidiary Borrowers...........................................................................42 2.21. Judgment Currency..............................................................................42 2.22. Extension of Termination Date..................................................................43 ARTICLE III: THE LETTER OF CREDIT FACILITY......................................................................43 3.1. Obligation to Issue Letters of Credit..........................................................43 252823	Chase Manhattan Chase Manhattan Bank (