Full Doc
 | 2002 |
Titan Obtains New $485 Million Credit Facility to Replace Existing Credit Facility
Titan Obtains New $485 Million Credit Facility to Replace Existing Credit Facility (4K)
Doc #235490: This document is immediately available for purchase, but does not have a preview available for viewing.
Titan Obtains New $485 Million Credit Facility
To Replace Existing Credit Facility
SAN DIEGO, CA - June 03, 2002- The Titan Corporation (NYSE:TTN) today announced that it has obtained a $485 million credit facility from a syndicate of 68 institutions and commercial banks, 50 of which are new relationships to Titan. The new facility, which was almost three times oversubscribed, replaces the Company's existing $425 million credit facility and is comprised of a $135 million revolving credit facility and a $350 million term loan, which mature in six and seven years . . .
235490
|
 Comerica Bank
As referenced in this Titan Obtains New $485 Million Credit Facility to Replace Existing Credit Facility:
Comerica Bank – in accordance with Titan's plans to do so. Wachovia Securities acted as sole Lead Arranger, with the Bank of Nova Scotia and Comerica Bank as Co-Syndication Agents and Branch Banking Trust Company and Toronto Dominion Bank as Co-Documentation Agents.
"This new facility is important for
_____________
dt 107126
;
Titan
As referenced in this Titan Obtains New $485 Million Credit Facility to Replace Existing Credit Facility:
Titan Corp – Million Credit Facility
To Replace Existing Credit Facility
SAN DIEGO, CA - June 03, 2002- The Titan Corp oration (NYSE:TTN) today announced that it has obtained a $485 million credit facility from
Titan Corp – confidence in the overall financial strength of Titan."
About Titan
Headquartered in San Diego, The Titan Corp oration is a leading provider of comprehensive information and communications systems solutions and services to
Titan Corp – press releases via electronic mail,
please contact: invest@titan.com
For more information on The Titan Corp oration,
please visit our website at: www.titan.com
or visit Titan's investor page
Titan Corp – any questions or comments about this web service to webmaster@titan.com
Copyright 2002 The Titan Corp oration All rights reserved.
dt 47608
;
|
Nova Scotia
As referenced in this Titan Obtains New $485 Million Credit Facility to Replace Existing Credit Facility:
Bank of Nova Scotia – Titan's plans to do so. Wachovia Securities acted as sole Lead Arranger, with the Bank of Nova Scotia and Comerica Bank as Co-Syndication Agents and Branch Banking Trust Company and Toronto Dominion
dt 50474
|
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
|
Comerica Bank
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
COMERICA BANK
– Title:
{PAGE}
BANKGESELLSCHAFT BERLIN AG
By: _______________________________
Name:
Title:
{PAGE}
ROYAL BANK OF CANADA
By: _______________________________
Name:
Title:
{PAGE}
CAIXA GERAL DE DEPOSITOS, S.A.
By: _______________________________
Name:
Title:
{PAGE}
COMERICA BANK
By: _______________________________
Name:
Title:
{PAGE}
THE NORTHERN TRUST COMPANY
By: _______________________________
Name:
Title:
{PAGE}
THE WELLS FARGO BANK, NATIONAL
ASSOCIATION
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
{PAGE}
_____________
Comerica Bank – Geral de Depositos, S.A.
Depositos, S.A. 280 Park Avenue 28th Floor East Building
New York, NY 10017
Attn: Dale Prusinowski
Phone: 212-557-0025
Fax: 212-687-0848
-------------------------------------------------------------------------------------------------------
Comerica Bank $50,000,000 Comercia Bank
U.S. Banking/Northeast
500 Woodward Avenue, 9th Floor
MC 3279
Detroit, MI 48275-3279
Attn: Venus Moses / Munther Abukhader
Phone: 313-222-3319 /
_____________
dt 1423888
;
AT&T
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
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
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
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
|
Comerica Bank
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement:
COMERICA BANK
– Name: ______________________________
Title:______________________________
$17,500,000 SOCIETE GENERALE
By:
Name: ______________________________
Title:______________________________
$17,500,000 WELLS FARGO BANK, N.A.
By:
Name: ______________________________
Title: _____________________________
$12,500,000 COMERICA BANK
By:
Name: ______________________________
Title: _____________________________
$12,500,000 MERRILL LYNCH BANK USA
By:
Name: ______________________________
Title: _____________________________
$12,500,000 UBS AG, Stamford Branch
By:
Name: ______________________________
Title: _____________________________
$
_____________
dt 1423944
;
ABN AMRO Bank
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
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
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
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
| 2001 | |
Comerica Bank
As referenced in this 364-Day Credit Agreement:
COMERICA BANK
– By
---------------------------------------------------
Title:
KEYBANK NATIONAL ASSOCIATION
By
---------------------------------------------------
Title:
ABN AMRO BANK, N.V.
By
---------------------------------------------------
Title:
By
---------------------------------------------------
Title:
BANK OF AMERICA, N.A.
By
---------------------------------------------------
Title:
COMERICA BANK
By
---------------------------------------------------
Title:
MELLON BANK, N.A.
By
---------------------------------------------------
Title:
6
{PAGE} 7
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By
---------------------------------------------------
Title:
NATIONAL CITY
_____________
dt 107070
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK, – YORK AND/OR CAYMAN ISLANDS BRANCH
By
---------------------------------------------------
Title:
By
---------------------------------------------------
Title:
KEYBANK NATIONAL ASSOCIATION
By
---------------------------------------------------
Title:
ABN AMRO BANK, N.V.
By
---------------------------------------------------
Title:
By
---------------------------------------------------
Title:
BANK OF AMERICA, N.A.
By
---------------------------------------------------
Title:
COMERICA
dt 45373
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
CITICORP USA, INC – corporation (the "COMPANY"), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement
referred to below (collectively, the "LENDERS") and CITICORP USA, INC ., as
administrative agent (the "AGENT") for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Company, the Lenders and the Agent have entered into a
_____________
CITICORP USA, INC – this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
POLYONE CORPORATION
By
---------------------------------------------------
Title:
CITICORP USA, INC .,
as Agent and as Lender
By
---------------------------------------------------
Title:
5
{PAGE} 6
BANK ONE, MICHIGAN
By
---------------------------------------------------
Title:
DEUTSCHE BANK AG NEW YORK AND/OR
_____________
dt 165059
;
|
PolyOne
As referenced in this 364-Day Credit Agreement:
polyone
– as of March 31, 2001
AMENDMENT NO. 1 TO THE 364-DAY CREDIT AGREEMENT among POLYONE
CORPORATION, an Ohio corporation (the "COMPANY"), the banks, financial
institutions and other institutional lenders
polyone – executed by their respective officers thereunto duly authorized,
as of the date first above written.
POLYONE CORPORATION
By
---------------------------------------------------
Title:
CITICORP USA, INC.,
as Agent and as Lender
By
---------------------------------------------------
Title:
5
{PAGE}
dt 9098
;
BofA
As referenced in this 364-Day Credit Agreement:
BANK OF AMERICA, – Title:
KEYBANK NATIONAL ASSOCIATION
By
---------------------------------------------------
Title:
ABN AMRO BANK, N.V.
By
---------------------------------------------------
Title:
By
---------------------------------------------------
Title:
BANK OF AMERICA, N.A.
By
---------------------------------------------------
Title:
COMERICA BANK
By
---------------------------------------------------
Title:
MELLON BANK, N.A.
By
---------------------------------------------------
Title:
dt 40770
;
More... |
Preview
Full Doc
| 2002 |
364-Day Credit Agreement [Amended and Restated 2002]
364-Day Credit Agreement [Amended and Restated 2002] (228K)
Doc #214762: Click preview link for longer preview.
364-DAY
CREDIT AGREEMENT
AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of Nova Scotia, Citibank, N.A. and Credit Suisse First Boston, as Documentation Agents, Bank of America, N.A., as Syndication Agent, and JPMorgan Chase 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 London Interbank Offered Rate" has the meaning set forth in Section 2.09(b).
"Administrative Agent" means JPMorgan Chase Bank, in its capacity as Administrative Agent for the Lenders hereunder, and its successors in such capacity.
"Administrative Questionnaire" means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.
"Affiliate" means, with respect to any Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls such Person (a "Controlling Person") or (ii) any Person which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person by voting securities, by contract or otherwise.
"Agents" means the Administrative Agent, the Documentation Agents and the Syndication Agent, and "Agent" means any one of them.
"Aggregate LC Exposure" means at any time the sum, without duplication, of (i) the aggregate amount that is (or may thereafter become) available for drawing under all Letters of Credit outstanding at such time and (ii) the aggregate unpaid amount of all LC Reimbursement Obligations outstanding at such time.
"Applicable Lending Office" means, with respect to any Lender, (i) in the case of its Base Rate Loans and its participations in Letters of Credit, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Money Market Loans, its Money Market Lending Office.
"Approved Fund" means any Fund that is managed (whether as manager or administrator) by (i) a Lender, (ii) an affiliate of a Lender or (iii) an entity or an affiliate of an entity that administers or manages a Lender.
"Availability Period" means the period from and including the Closing Date to but excluding the Termination Date.
"Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day.
"Base Rate Borrowing" means a borrowing of Base Rate Loans pursuant to Section 2.01.
"Base Rate Loan" means a Syndicated Loan which bears interest at the Base Rate (or any higher rate determined pursuant to Section 2.09(a)) pursuant to the applicable Notice of Syndicated Borrowing or Notice of Interest Rate Election or Article 8.
"Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.
"Borrower's Existing Credit Agreement" means the $2,800,000,000 Credit Agreement dated as of January 30, 1997, as amended, among the Borrower and the Lenders, Managing Agents and Co-Agents party thereto, Bank of America, N.A. as Syndication Agent, The Bank of New York and The Bank of Nova Scotia, as Documentation Agents, and Morgan Guaranty Trust Company of New York as Administrative Agent, as in effect immediately before the Closing Date.
"Borrowing" means a Syndicated Borrowing or a Money Market Borrowing.
"Closing Date" means the date on which all the conditions set forth in Section 3.01 have been satisfied (or waived in accordance with Section 9.05).
"Co-Agents" means the Lenders designated as Co-Agents on the signature pages hereof, in their respective capacities as Co-Agents in connection with the credit facility provided hereunder.
"Commitment" means (i) with respect to any Lender listed on the Commitment Schedule, the amount set forth opposite its name on the Commitment Schedule as its Commitment or (ii) with respect to any Eligible Assignee, the amount of the transferor Lender's Commitment assigned to such Eligible Assignee pursuant to Section 9.06(c), in each case as such amount may be reduced from time to time pursuant to Section 2.12 or changed as result of an assignment pursuant to Section 9.06(c).
"Commitment Percentage" means, with respect to any Lender at any time, the percentage which the amount of such Lender's Commitment at such time represents of the aggregate amount of all the Lenders' Commitments at such time. At any time after the Commitments shall have terminated, the term "Commitment Percentage" shall refer to a Lender's Commitment Percentage immediately before such termination, adjusted to reflect any subsequent assignments pursuant to Section 9.06(c).
"Commitment Schedule" means the Commitment Schedule attached hereto.
"Consolidated EBITDA" means, for any period of four consecutive Fiscal Quarters, the sum of (i) operating income plus (ii) to the extent deducted in determining such operating income, the sum of (x) depreciation and amortization and (y) impairment and other unusual charges (except, for any such period, to the extent that the aggregate amount of such charges that do not constitute Non-Cash Charges reported by the Borrower for all fiscal periods commenced after November 30, 2000 exceeds three percent (3.0%) of the Borrower's consolidated total assets at the end of such four-quarter period), in each case for the Borrower and its Subsidiaries on a consolidated basis and determined (A) on a Pro Forma Basis and (B) in a manner consistent with the determination of the amount of any thereof reported in the consolidated statement of income for the Fiscal Year ended May 31, 2000 included in the Borrower's annual report to shareholders for such Fiscal Year.
"Consolidated Interest Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated interest expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.
"Consolidated Net Worth" means, at any time, the consolidated stockholders' equity of the Borrower and its Subsidiaries at such time.
"Consolidated Rental Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated rental expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.
"Consolidated Total Debt" means at any time, without duplication, the sum of (i) the consolidated Debt of the Borrower and its Subsidiaries, minus (ii) the lesser of (x) the outstanding principal amount of the Borrower's 6% Exchangeable Subordinated Notes due 2005 or (y) the sum of (a) the aggregate market value of the shares of common stock of Ventas, Inc. for which such outstanding notes are
214762
|
Comerica Bank
As referenced in this 364-Day Credit Agreement [Amended and Restated 2002]:
COMERICA BANK, – as a Co-Agent
By:
Title:
62
WELLS FARGO BANK, N.A., as a Lender and as a Co-Agent
By:
Title:
63
COMERICA BANK, as a Lender
By:
Title:
64
KBC BANK N.V., as a Lender
By:
Title:
65
CREDIT LYONNAIS NEW YORK BRANCH, as
_____________
Comerica Bank
– Financial Corp.
$
20,000,000.00
Sumitomo Mitsui Banking Corporation
$
20,000,000.00
Wells Fargo Bank, N.A.
$
20,000,000.00
Comerica Bank
$
10,000,000.00
KBC Bank, N.V.
$
10,000,000.00
Fuji Bank, Limited
$
7,559,523.81
Credit Lyonnais New
_____________
dt 107094
;
Citibank
As referenced in this 364-Day Credit Agreement [Amended and Restated 2002]:
Citibank, N.A. – as of February 28, 2002
among
Tenet Healthcare Corporation
The Lenders, Managing Agents and Co-Agents Party Hereto
The Bank of Nova Scotia
Citibank, N.A.
Credit Suisse First Boston
as Documentation Agents
Bank of America, N.A.
as Syndication Agent
and
JPMorgan Chase Bank
as Administrative Agent
_____________
Citibank, N.A. – as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of Nova Scotia, Citibank, N.A. and Credit Suisse First Boston, as Documentation Agents, Bank of America, N.A., as Syndication Agent, and JPMorgan Chase Bank, as Administrative
_____________
dt 146393
;
Citicorp USA
As referenced in this 364-Day Credit Agreement [Amended and Restated 2002]:
Citicorp USA, Inc – Euro-Dollar Reference Banks" means the principal London offices of JPMorgan Chase Bank, Bank of America, N.A., The Bank of Nova Scotia, Citicorp USA, Inc . and Credit Suisse First Boston.
"Euro-Dollar Reserve Percentage" has the meaning set forth in Section 2.09(b).
"Events of Default"
_____________
Citicorp USA, Inc – incidental thereto.
SECTION 7.02. Agents and Affiliates. Each of JPMorgan Chase Bank, Bank of America, N.A., The Bank of Nova Scotia, Citicorp USA, Inc . and Credit Suisse First Boston shall have the same rights and powers under the Financing Documents as any other Lender and may
_____________
Citicorp USA, Inc – as though it were not an Agent, and each of JPMorgan Chase Bank, Bank of America, N.A., The Bank of Nova Scotia, Citicorp USA, Inc . and Credit Suisse First Boston and their respective Affiliates may accept deposits from, lend money to, and generally engage in any kind
_____________
CITICORP USA, INC – and as Syndication Agent
By:
Title:
48
THE BANK OF NOVA SCOTIA, as a Lender and as a Documentation Agent
By:
Title:
49
CITICORP USA, INC ., as a Lender and as a Documentation Agent
By:
Title:
50
CREDIT SUISSE FIRST BOSTON, as a Lender and as a Documentation
_____________
Citicorp USA, Inc – Bank
$
50,000,000.00
Bank of America, N.A.
$
50,000,000.00
The Bank of Nova Scotia
$
37,500,000.00
Citicorp USA, Inc .
$
37,500,000.00
Credit Suisse First Boston
$
37,500,000.00
Fleet National Bank
$
31,750,000.00
SunTrust Bank
$
31,
_____________
dt 165079
;
|
Tenet Healthcare
As referenced in this 364-Day Credit Agreement [Amended and Restated 2002]:
tenet healthcare – October 10, 2001 and
amended and restated as of February 28, 2002
among
Tenet Healthcare Corporation
The Lenders, Managing Agents and Co-Agents Party Hereto
The Bank of Nova Scotia
tenet healthcare – nbsp; AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of Nova Scotia,
tenet healthcare – Election or Article 8.
"Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.
"
tenet healthcare – their respective authorized officers as of the day and year first above written.
TENET HEALTHCARE CORPORATION
By:
Title:
Tenet Healthcare Corporation
tenet healthcare – nbsp;
TENET HEALTHCARE CORPORATION
By:
Title:
Tenet Healthcare Corporation
3820 State Street
Santa Barbara, CA 93105
Attention: Treasurer
Telephone: (805) 563-7001
dt 14342
;
UBS
As referenced in this 364-Day Credit Agreement [Amended and Restated 2002]:
UBS AG, – a Senior Managing Agent
By:
Title:
55
SUNTRUST BANK, as a Lender and as a Senior Managing Agent
By:
Title:
By:
Title:
56
UBS AG, STAMFORD BRANCH, as a Lender and as a Senior Managing Agent
By:
Title:
By:
Title:
57
PNC BANK, NATIONAL ASSOCIATION, as a
_____________
UBS AG, – 000.00
Credit Suisse First Boston
$
37,500,000.00
Fleet National Bank
$
31,750,000.00
SunTrust Bank
$
31,750,000.00
UBS AG, Stamford Branch
$
31,750,000.00
PNC Bank, National Association
$
30,000,000.00
The Industrial Bank of Japan, Limited
$
20,950,
_____________
dt 237883
;
More... |
Preview
Full Doc
| 2002 |
364-Day Credit Agreement
364-Day Credit Agreement (225K)
Doc #214779: Click preview link for longer preview.
364-DAY
CREDIT AGREEMENT
AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of New York, The Bank of Nova Scotia and Salomon Smith Barney Inc., as Documentation Agents, Bank of America, N.A., as Syndication Agent, and Morgan Guaranty Trust Company of New York, as Administrative Agent.
The parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1. 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 London Interbank Offered Rate" has the meaning set forth in Section 2.09(b).
"Administrative Agent" means Morgan Guaranty Trust Company of New York, in its capacity as Administrative Agent for the Lenders hereunder, and its successors in such capacity.
"Administrative Questionnaire" means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.
"Affiliate" means, with respect to any Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls such Person (a)"Controlling Person") or (ii) any Person which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person by voting securities, by contract or otherwise.
"Agents" means the Administrative Agent, the Documentation Agents and the Syndication Agent, and "Agent" means any one of them.
"Aggregate LC Exposure" means at any time the sum, without duplication, of (i) the aggregate amount that is (or may thereafter become) available for drawing under all Letters of Credit outstanding at such time and (ii) the aggregate unpaid amount of all LC Reimbursement Obligations outstanding at such time.
"Applicable Lending Office" means, with respect to any Lender, (i) in the case of its Base Rate Loans and its participations in Letters of Credit, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Money Market Loans, its Money Market Lending Office.
"Approved Fund" means any Fund that is managed (whether as manager or administrator) by (i) a Lender, (ii) an affiliate of a Lender or (iii) an entity or an affiliate of an entity that administers or manages a Lender.
"Availability Period" means the period from and including the Closing Date to but excluding the Termination Date.
"Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 2 of 1% plus the Federal Funds Rate for such day.
"Base Rate Borrowing" means a borrowing of Base Rate Loans pursuant to Section 2.01.
"Base Rate Loan" means a Syndicated Loan which bears interest at the Base Rate (or any higher rate determined pursuant to Section 2.09(a)) pursuant to the applicable Notice of Syndicated Borrowing or Notice of Interest Rate Election or Article 8.
"Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.
"Borrower's Existing Credit Agreement" means the $2,800,000,000 Credit Agreement dated as of January 30, 1997, as amended, among the Borrower and the Lenders, Managing Agents and Co-Agents party thereto, Bank of America, N.A. as Syndication Agent, The Bank of New York and The Bank of Nova Scotia, as Documentation Agents, and Morgan Guaranty Trust Company of New York as Administrative Agent, as in effect immediately before the Closing Date.
"Borrowing" means a Syndicated Borrowing or a Money Market Borrowing.
"Closing Date" means the date on which all the conditions set forth in Section 3.01 have been satisfied (or waived in accordance with Section 9.05).
"Co-Agents" means the Lenders designated as Co-Agents on the signature pages hereof, in their respective capacities as Co-Agents in connection with the credit facility provided hereunder.
"Commitment" means (i) with respect to any Lender listed on the Commitment Schedule, the amount set forth opposite its name on the Commitment Schedule as its Commitment or (ii) with respect to any Eligible Assignee, the amount of the transferor Lender's Commitment assigned to such Eligible Assignee pursuant to Section 9.06(c), in each case as such amount may be reduced from time to time pursuant to Section 2.12 or changed as result of an assignment pursuant to Section 9.06(c).
"Commitment Percentage" means, with respect to any Lender at any time, the percentage which the amount of such Lender's Commitment at such time represents of the aggregate amount of all the Lenders' Commitments at such time. At any time after the Commitments shall have terminated, the term "Commitment Percentage" shall refer to a Lender's Commitment Percentage immediately before such termination, adjusted to reflect any subsequent assignments pursuant to Section 9.06(c).
"Commitment Schedule" means the Commitment Schedule attached hereto.
"Consolidated EBITDA" means, for any period of four consecutive Fiscal Quarters, the sum of (i) operating income plus (ii) to the extent deducted in determining such operating income, the sum of (x) depreciation and amortization and (y) impairment and other unusual charges (except, for any such period, to the extent that the aggregate amount of such charges that do not constitute Non-Cash Charges reported by the Borrower for all fiscal periods commenced after November 30, 2000 exceeds three percent (3.0%) of the Borrower's consolidated total assets at the end of such four-quarter period), in each case for the Borrower and its Subsidiaries on a consolidated basis and determined (A) on a Pro Forma Basis and (B) in a manner consistent with the determination of the amount of any thereof reported in the consolidated statement of income for the Fiscal Year ended May 31, 2000 included in the Borrower's annual report to shareholders for such Fiscal Year.
"Consolidated Interest Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated interest expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.
"Consolidated Net Worth" means, at any time, the consolidated stockholders' equity of the Borrower and its Subsidiaries at such time.
"Consolidated Rental Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated rental expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.
214779
|
Comerica Bank
As referenced in this 364-Day Credit Agreement:
COMERICA BANK
– Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
Title:
THE SANWA BANK, LIMITED
By:
Title:
48
THE TOKAI BANK, LIMITEDNEW YORK BRANCH
By:
Title:
COMERICA BANK
By:
Title:
HIBERNIA NATIONAL BANK
By:
Title:
BANCA DI ROMA SpA
By:
Title:
BANK LEUMI USA
By:
Title:
THE GOVERNOR & COMPANY OF
_____________
Comerica Bank
– New York Branch
$
8,750,000
The Sanwa Bank, Limited
$
6,250,000
The Tokai Bank, Limited New York Branch
$
6,250,000
Comerica Bank
$
5,000,000
Hibernia National Bank
$
3,750,000
Banca di Roma SpA
$
20,000,000
Bank Leumi USA
$
3,750,000
_____________
dt 107096
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
Citicorp USA, Inc – Morgan Guaranty Trust Company of New York, Bank of America, N.A., The Bank of New York, The Bank of Nova Scotia and Citicorp USA, Inc .
"Euro-Dollar Reserve Percentage" has the meaning set forth in Section 2.09(b).
"Events of Default" has the meaning set forth
_____________
CITICORP USA, INC – By:
Title:
BANK OF AMERICA, N.A.
By:
Title:
THE BANK OF NEW YORK
By:
Title:
THE BANK OF NOVA SCOTIA
By:
Title:
CITICORP USA, INC .
By:
Title:
46
FLEET NATIONAL BANK
By:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:
Title:
SUNTRUST BANK
By:
Title:
UBS AG,
_____________
Citicorp USA, Inc – of America, N.A.
$
36,750,000
The Bank of New York
$
4,000,000
The Bank of Nova Scotia
$
37,500,000
Citicorp USA, Inc .
$
37,500,000
Fleet National Bank
$
21,750,000
The Industrial Bank of Japan, Limited
$
24,250,000
SunTrust Bank
$
36,000,
_____________
dt 165081
;
Tenet Healthcare
As referenced in this 364-Day Credit Agreement:
tenet healthcare – 01Syndication titles omitted)
364-DAY
CREDIT AGREEMENT
dated as of
March 1, 2001
among
Tenet Healthcare Corporation
The Lenders, Managing Agents and Co-Agents Party Hereto
The Bank of New York
tenet healthcare – CREDIT AGREEMENT
AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of New York,
tenet healthcare – Notice of Interest Rate Election or Article 8.
"Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.
"Borrower's Existing Credit
tenet healthcare – their respective authorized officers as of the day and year first above written.
TENET HEALTHCARE CORPORATION
By:
&
tenet healthcare – nbsp;
Title:
Tenet Healthcare Corporation
3820 State Street
Santa Barbara, CA 93105
Attention: Treasurer
(with a copy to General
dt 14355
;
|
UBS
As referenced in this 364-Day Credit Agreement:
UBS AG, – CITICORP USA, INC.
By:
Title:
46
FLEET NATIONAL BANK
By:
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:
Title:
SUNTRUST BANK
By:
Title:
UBS AG, STAMFORD BRANCH
By:
Title:
PNC BANK, NATIONAL ASSOCIATION
By:
By:
Title:
MERRILL LYNCH CAPITAL CORPORATION
By:
Title:
47
FIRST UNION NATIONAL BANK
_____________
UBS AG, – 37,500,000
Fleet National Bank
$
21,750,000
The Industrial Bank of Japan, Limited
$
24,250,000
SunTrust Bank
$
36,000,000
UBS AG, Stamford Branch
$
21,750,000
PNC Bank, National Association.
$
19,250,000
Merrill Lynch Capital Corporation
$
18,750,000
First Union National
_____________
dt 237885
;
Ventas
As referenced in this 364-Day Credit Agreement:
Ventas, Inc – 6% Exchangeable Subordinated Notes due 2005 or (y) the sum of (a) the aggregate market value of the shares of common stock of Ventas, Inc . for which such outstanding notes are exchangeable plus (b) the amount of proceeds from the sale by the Borrower of shares of
_____________
dt 109689
;
More... |
Preview
Full Doc
| 2001 |
364-Day Credit Agreement
364-Day Credit Agreement (225K)
Doc #214860: Click preview link for longer preview.
364-DAY
CREDIT AGREEMENT
AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of New York, The Bank of Nova Scotia and Salomon Smith Barney Inc., as Documentation Agents, Bank of America, N.A., as Syndication Agent, and Morgan Guaranty Trust Company of New York, as Administrative Agent.
The parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1. 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 London Interbank Offered Rate" has the meaning set forth in Section 2.09(b).
"Administrative Agent" means Morgan Guaranty Trust Company of New York, in its capacity as Administrative Agent for the Lenders hereunder, and its successors in such capacity.
"Administrative Questionnaire" means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.
"Affiliate" means, with respect to any Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls such Person (a "Controlling Person") or (ii) any Person which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person by voting securities, by contract or otherwise.
"Agents" means the Administrative Agent, the Documentation Agents and the Syndication Agent, and "Agent" means any one of them.
"Aggregate LC Exposure" means at any time the sum, without duplication, of (i) the aggregate amount that is (or may thereafter become) available for drawing under all Letters of Credit outstanding at such time and (ii) the aggregate unpaid amount of all LC Reimbursement Obligations outstanding at such time.
"Applicable Lending Office" means, with respect to any Lender, (i) in the case of its Base Rate Loans and its participations in Letters of Credit, its Domestic Lending Office, (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its Money Market Loans, its Money Market Lending Office.
"Approved Fund" means any Fund that is managed (whether as manager or administrator) by (i) a Lender, (ii) an affiliate of a Lender or (iii) an entity or an affiliate of an entity that administers or manages a Lender.
"Availability Period" means the period from and including the Closing Date to but excluding the Termination Date.
"Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day.
"Base Rate Borrowing" means a borrowing of Base Rate Loans pursuant to Section 2.01.
"Base Rate Loan" means a Syndicated Loan which bears interest at the Base Rate (or any higher rate determined pursuant to Section 2.09(a)) pursuant to the applicable Notice of Syndicated Borrowing or Notice of Interest Rate Election or Article 8.
"Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.
"Borrower's Existing Credit Agreement" means the $2,800,000,000 Credit Agreement dated as of January 30, 1997, as amended, among the Borrower and the Lenders, Managing Agents and Co-Agents party thereto, Bank of America, N.A. as Syndication Agent, The Bank of New York and The Bank of Nova Scotia, as Documentation Agents, and Morgan Guaranty Trust Company of New York as Administrative Agent, as in effect immediately before the Closing Date.
"Borrowing" means a Syndicated Borrowing or a Money Market Borrowing.
"Closing Date" means the date on which all the conditions set forth in Section 3.01 have been satisfied (or waived in accordance with Section 9.05).
"Co-Agents" means the Lenders designated as Co-Agents on the signature pages hereof, in their respective capacities as Co-Agents in connection with the credit facility provided hereunder.
"Commitment" means (i) with respect to any Lender listed on the Commitment Schedule, the amount set forth opposite its name on the Commitment Schedule as its Commitment or (ii) with respect to any Eligible Assignee, the amount of the transferor Lender's Commitment assigned to such Eligible Assignee pursuant to Section 9.06(c), in each case as such amount may be reduced from time to time pursuant to Section 2.12 or changed as result of an assignment pursuant to Section 9.06(c).
"Commitment Percentage" means, with respect to any Lender at any time, the percentage which the amount of such Lender's Commitment at such time represents of the aggregate amount of all the Lenders' Commitments at such time. At any time after the Commitments shall have terminated, the term "Commitment Percentage" shall refer to a Lender's Commitment Percentage immediately before such termination, adjusted to reflect any subsequent assignments pursuant to Section 9.06(c).
"Commitment Schedule" means the Commitment Schedule attached hereto.
"Consolidated EBITDA" means, for any period of four consecutive Fiscal Quarters, the sum of (i) operating income plus (ii) to the extent deducted in determining such operating income, the sum of (x) depreciation and amortization and (y) impairment and other unusual charges (except, for any such period, to the extent that the aggregate amount of such charges that do not constitute Non-Cash Charges reported by the Borrower for all fiscal periods commenced after November 30, 2000 exceeds three percent (3.0%) of the Borrower's consolidated total assets at the end of such four-quarter period), in each case for the Borrower and its Subsidiaries on a consolidated basis and determined (A) on a Pro Forma Basis and (B) in a manner consistent with the determination of the amount of any thereof reported in the consolidated statement of income for the Fiscal Year ended May 31, 2000 included in the Borrower's annual report to shareholders for such Fiscal Year.
"Consolidated Interest Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated interest expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.
"Consolidated Net Worth" means, at any time, the consolidated stockholders' equity of the Borrower and its Subsidiaries at such time.
"Consolidated Rental Expense" means, for any period of four consecutive Fiscal Quarters, the consolidated rental expense of the Borrower and its Subsidiaries for such period, determined on a Pro Forma Basis.
214860
|
Comerica Bank
As referenced in this 364-Day Credit Agreement:
COMERICA BANK, – s/ MASAHITO OKUBO
Title: Vice President
THE TOKAI BANK, LIMITEDNEW YORK BRANCH, as a Lender
By:
/s/ SHINICHI NAKATANI
Title: Assistant General Manager
COMERICA BANK, as a Lender
By:
/s/ COLLEEN M. MURPHY
Title: Vice President
HIBERNIA NATIONAL BANK, as a Lender
By:
/s/ MATTHEW H. BREAUX
_____________
Comerica Bank
– Branch
$
6,250,000
The Sanwa Bank, Limited, New York Branch
$
6,250,000
The Tokai Bank, LimitedNew York Branch
$
6,250,000
Comerica Bank
$
5,000,000
Hibernia National Bank
$
3,750,000
TOTAL
$
500,000,000
2
SCHEDULE 3.04
Existing Letters of Credit
NONE
_____________
dt 107098
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
Citicorp USA, Inc – Morgan Guaranty Trust Company of New York, Bank of America, N.A., The Bank of New York, The Bank of Nova Scotia and Citicorp USA, Inc .
"Euro-Dollar Reserve Percentage" has the meaning set forth in Section 2.09(b) .
"Events of Default" has the meaning set forth
_____________
CITICORP USA, INC – Agent
By:
/s/ MAARTY VAN OTTERLOO
Title: Managing Director
SALOMON SMITH BARNEY INC., as a Documentation Agent
By:
/s/ ALLEN FISHER
Title: Director
CITICORP USA, INC ., as a Lender
By:
/s/ ALLEN FISHER
Title: Vice President
45
CREDIT SUISSE FIRST BOSTON, as a Lender and as Senior Managing
_____________
Citicorp USA, Inc – of America, N.A.
$
50,000,000
The Bank of New York
$
37,500,000
The Bank of Nova Scotia
$
37,500,000
Citicorp USA, Inc .
$
37,500,000
Credit Suisse First Boston
$
31,750,000
Fleet National Bank
$
31,750,000
The Industrial Bank of Japan, Limited
$
_____________
dt 165083
;
Tenet Healthcare
As referenced in this 364-Day Credit Agreement:
tenet healthcare – ment
364-DAY
CREDIT AGREEMENT
dated as of
March 1, 2001
among
Tenet Healthcare Corporation
The Lenders, Managing Agents and Co-Agents Party Hereto
The Bank of New York
tenet healthcare – CREDIT AGREEMENT
AGREEMENT dated as of March 1, 2001 among TENET HEALTHCARE CORPORATION, the LENDERS, MANAGING AGENTS and CO-AGENTS party hereto, The Bank of New York,
tenet healthcare – Notice of Interest Rate Election or Article 8.
"Borrower" means Tenet Healthcare Corporation, a Nevada corporation, and its successors.
"Borrower's Existing Credit
tenet healthcare – by their respective authorized officers as of the day and year first above written.
TENET HEALTHCARE CORPORATION
By:
/s/ STEPHEN FARBER
Title: Senior Vice President
tenet healthcare – nbsp;STEPHEN FARBER
Title: Senior Vice President Finance & Treasurer
Tenet Healthcare Corporation
3820 State Street
Santa Barbara, CA 93105
Attention: Treasurer
(with a copy to General
dt 14418
;
|
UBS
As referenced in this 364-Day Credit Agreement:
UBS AG, – KUWAHARA
Title: General Manager
SUNTRUST BANK, as a Lender and as a Senior Managing Agent
By:
/s/ W. BROOKS HUBBARD
Title: Vice President
UBS AG, STAMFORD BRANCH, as a Lender and as a Senior Managing Agent
By:
/s/ WILFRED V. SAINT
Title: Associate Director, Banking Products
By:
/
_____________
UBS AG, – 31,750,000
Fleet National Bank
$
31,750,000
The Industrial Bank of Japan, Limited
$
31,750,000
SunTrust Bank
$
31,750,000
UBS AG, Stamford Branch
$
31,750,000
PNC Bank, National Association.
$
30,000,000
Merrill Lynch Capital Corporation
$
25,000,000
First Union National
_____________
dt 237887
;
Ventas
As referenced in this 364-Day Credit Agreement:
Ventas, Inc – 6% Exchangeable Subordinated Notes due 2005 or (y) the sum of (a) the aggregate market value of the shares of common stock of Ventas, Inc . for which such outstanding notes are exchangeable plus (b) the amount of proceeds from the sale by the Borrower of shares of
_____________
dt 109691
;
More... |
Preview
Full Doc
| 2003 |
364-Day Credit Agreement
364-Day Credit Agreement (275K)
Doc #253203: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
Dated as of May 22, 2002
THE KROGER CO., an Ohio corporation (the "Borrower"), the banks,
--------
financial institutions and other institutional lenders (the "Initial Lenders")
---------------
listed on the signature pages hereof, and CITIBANK, N.A. ("Citibank"), as an
--------
administrative agent (in such capacity, an "Administrative Agent") for the
--------------------
Lenders (as hereinafter defined) and paying agent (in such capacity, the "Paying
------
Agent") for the Lenders, JPMORGAN CHASE BANK ("JPMorgan Chase"), as an
----- --------------
administrative agent (in such capacity, an "Administrative Agent"; the
--------------------
Administrative Agents and the Paying Agent are, collectively, the "Agents") for
------
the Lenders, and BANK OF AMERICA, N.A., BANK ONE, NA and THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and UNION BANK OF CALIFORNIA, N.A. as
co-syndication agents for the Lenders, 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):
"Acquired EBITDA" means, for any period, with respect to any Acquired
---------------
Entity, (a) the sum of (i) Acquired Net Income for such period, (ii)
depreciation and amortization expense for such period, (iii) interest
expense net of interest income for such period, (iv) Federal and state
income taxes for such period as determined in accordance with GAAP, (v)
extraordinary losses that have been included in the calculation of Acquired
Net Income for such period, (vi) LIFO charges included in the calculation
of Acquired Net Income for such period and (vii) non-cash charges made with
respect to "expected post retirement benefit obligations" within the
meaning of Statement of Financial Accounting Standards No. 106 minus (b)
-----
the sum of (i) extraordinary gains that have been included in the
calculation of Acquired Net Income for such period and (ii) LIFO credits
included in the calculation of Acquired Net Income for such period.
"Acquired Entity" means any Person in the Borrower's line of business
---------------
or the assets of any Person in the Borrower's line of business to be
invested in or acquired.
"Acquired Entity Fiscal Quarter" means, with respect to any Acquired
------------------------------
Entity, any fiscal quarter of such Acquired Entity.
"Acquired Net Income" means, for any period, with respect to any
-------------------
Acquired Entity, the net income of such Acquired Entity for such period
before the payment of dividends on all capital stock, determined in
accordance with GAAP.
"Administrative Questionnaire" means an Administrative Questionnaire
----------------------------
in the form of Exhibit D.
"Advance" means a Revolving Credit Advance or a Competitive Bid
-------
Advance.
"Affiliate" means, with respect to any designated Person, any other
---------
Person that has a relationship with the designated Person whereby either of
such Persons directly or indirectly controls or is controlled by or is
under common control with the other of such Persons, or holds or
beneficially owns 10% or more of
{PAGE}
the equity interest in the other Person or 10% or more of any class of
voting securities of the other Person. The term "control" means the
possession, directly or indirectly, of the power, whether or not exercised,
to direct or cause the direction of the management or policies of any
Person, whether through ownership of voting securities, by contract or
otherwise.
"Applicable Lending Office" means, with respect to each Lender, such
-------------------------
Lender's Domestic Lending Office in the case of a Base Rate Advance, 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
specified in a notice of such Lender to the Paying Agent as such Lender's
Applicable Lending Office with respect to such Competitive Bid Advance.
"Applicable Margin" means, as of any date prior to the Term Loan
-----------------
Conversion Date, a percentage per annum determined by reference to the
Borrower's Performance Level in effect on such date as set forth below:
{TABLE}
{CAPTION}
---------------------------------------------------------------------------------------------------------
Performance Applicable Margin for Applicable Margin for
Level Base Rate Advances Eurodollar Rate Advances
---------------------------------------------------------------------------------------------------------
{S} {C} {C}
Level 1 0.0000% 0.330%
---------------------------------------------------------------------------------------------------------
Level 2 0.0000% 0.525%
---------------------------------------------------------------------------------------------------------
Level 3 0.0000% 0.625%
---------------------------------------------------------------------------------------------------------
Level 4 0.0000% 0.800%
---------------------------------------------------------------------------------------------------------
Level 5 0.0000% 1.000%
---------------------------------------------------------------------------------------------------------
{/TABLE}
and, as of any date on or after the Term Loan Conversion Date, a percentage
per annum determined by reference to the Borrower's Performance Level in
effect on such date as set forth below:
{TABLE}
{CAPTION}
---------------------------------------------------------------------------------------------------------
Performance Applicable Margin for Applicable Margin for
Level Base Rate Advances Eurodollar Rate Advances
---------------------------------------------------------------------------------------------------------
{S} {C} {C}
Level 1 0.0000% 0.500%
---------------------------------------------------------------------------------------------------------
Level 2 0.0000% 0.750%
---------------------------------------------------------------------------------------------------------
Level 3 0.0000% 0.875%
---------------------------------------------------------------------------------------------------------
Level 4 0.0000% 1.125%
---------------------------------------------------------------------------------------------------------
Level 5 0.0000% 1.500%
---------------------------------------------------------------------------------------------------------
{/TABLE}
provided that, in each case, the Applicable Margin for Eurodollar Rate
--------
Advances set opposite the Performance Level 1 and Performance Level 2
above shall be increased by 0.125% until the date that the Borrower's
Commercial Paper is rated at least A2, P2 or F2 by at least two of S&P,
Moody's or Fitch, respectively.
"Applicable Percentage Ratio" means the ratio (determined as of the
---------------------------
last day of each Fiscal Quarter for the Rolling Period ending on such day)
of (a) Consolidated EBITDA for such Rolling Period to (b) Consolidated
Total Interest Expense for such Rolling Period.
"Assignment and Acceptance" means an assignment and acceptance entered
-------------------------
into by a Lender and an assignee, and to the extent required by Section
8.06, accepted by the Borrower and the Administrative Agents, in
substantially the form of Exhibit C hereto or such other form as shall be
approved by the Administrative Agents.
"Assuming Lender" has the meaning specified in Section 2.16(c).
---------------
"Assumption Agreement" has the meaning specified in Section 2.16(c).
--------------------
"Base Rate" means a fluctuating rate per annum equal to the highest
---------
from time to time of:
253203
|
Comerica Bank
As referenced in this 364-Day Credit Agreement:
COMERICA BANK
– Director
44
{PAGE}
$58,239,000 THE BANK OF NOVA SCOTIA
By /s/ N. Bell
---------------------------------
Title: Senior Manager
Co-Agents
---------
$28,409,000 COMERICA BANK
By /s/ Jennifer Pugliano
---------------------------------
Title: Account Officer
$28,409,000 SUMITOMO MITSUI BANKING CORPORATION
By /s/ Robert H. Riley III
---------------------------------
Title: Senior
_____________
COMERICA BANK – Castle, DE 19720
Brian Maxwell Brian Maxwell
Tel: (302) 894-6023 Tel: (302) 894-6023
Fax: (302) 894-6120 Fax: (302) 894-6120
COMERICA BANK 500 Woodward Avenue, 500 Woodward Avenue,
MC3268 MC3268
Detroit, MI 48226 Detroit, MI 48226
Stacie McVeigh Stacie McVeigh
Tel: (313) 222-4515
_____________
dt 107224
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – an Ohio corporation (the "Borrower"), the banks,
--------
financial institutions and other institutional lenders (the "Initial Lenders")
---------------
listed on the signature pages hereof, and CITIBANK, N.A. ("Citibank"), as an
--------
administrative agent (in such capacity, an "Administrative Agent") for the
--------------------
Lenders (as hereinafter defined) and paying agent (in such
_____________
CITIBANK, N.A. – their respective officers thereunto duly authorized,
as of the date first above written.
THE KROGER CO.
By /s/ Scott M. Henderson
--------------------------
Title: Treasurer
CITIBANK, N.A. , as Administrative Agent and as
Paying Agent
By /s/ Steven R. Victorin
--------------------------
Title: Vice President
JPMORGAN CHASE BANK, as
Administrative Agent
By /
_____________
CITIBANK, N.A. – JPMORGAN CHASE BANK, as
Administrative Agent
By /s/ Teri Streusand
--------------------------
Title: Vice President
42
{PAGE}
Initial Lenders
---------------
Commitment Administrative Agents
---------- ---------------------
$ 82,669,000 CITIBANK, N.A.
By /s/ Steven R. Victorin
-------------------------------
Title: Vice President
$106,820,000 JPMORGAN CHASE BANK
By /s/ Teri Streusand
-------------------------------
Title: Vice President
Co-
_____________
CITIBANK, N.A. – Tel: (212) 471-6629 Tel: (212) 471-6629
Fax: (212) 471-6695 Fax: (212) 471-6695
{/TABLE}
1
{PAGE}
{TABLE}
{S} {C} {C}
CITIBANK, N.A. Two Penns Way, Suite 200 Two Penns Way, Suite 200
New Castle, DE 19720 New Castle, DE 19720
Brian Maxwell Brian Maxwell
_____________
Citibank, N.A. – 132,000.00
-------------------
TOTAL $898,555,075.44
-------------------
Permitted Lien Amount ===================
2
{PAGE}
EXHIBIT A-1 - FORM OF NOTICE OF
REVOLVING CREDIT BORROWING
Citibank, N.A. , as Paying Agent
for the Lenders parties
to the Credit Agreement
referred to below
Two Penns Way
New Castle, DE 19720 [Date]
_____________
dt 146691
;
Kroger
As referenced in this 364-Day Credit Agreement:
KROGER CO – dex991.txt
{DESCRIPTION}364-DAY CREDIT AGREEMENT
{TEXT}
{PAGE}
Exhibit 99.1
364-DAY CREDIT AGREEMENT
Dated as of May 22, 2002
THE KROGER CO ., an Ohio corporation (the "Borrower"), the banks,
--------
financial institutions and other institutional lenders (the "Initial Lenders")
---------------
listed on the signature pages hereof,
_____________
Kroger Co – delivered by hand or overnight courier service, mailed
or sent by telecopy, as follows:
(a) If to the Borrower, to it at The Kroger Co ., 1014 Vine
Street, Cincinnati, Ohio 45202, Attention of Mr. Scott M. Henderson
(Telecopy No. (513) 762-4454); with a copy to Mr.
_____________
KROGER CO – hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
THE KROGER CO .
By /s/ Scott M. Henderson
--------------------------
Title: Treasurer
CITIBANK, N.A., as Administrative Agent and as
Paying Agent
By /s/ Steven R. Victorin
--------------------------
_____________
KROGER CO – HIBERNIA BANK
By /s/ Andrew B. Booth III
---------------------------------
Title: Vice President
$1,250,000,000 Total of Commitments
46
{PAGE}
SCHEDULE I
THE KROGER CO .
364-DAY CREDIT AGREEMENT
APPLICABLE LENDING OFFICES
{TABLE}
{CAPTION}
Name of Initial Lenders Domestic Lending Office Eurodollar Lending Office
------------------------------------------------------------------------------------------------
{S} {C} {C}
_____________
Kroger Co – HIBERNIA BANK
{/TABLE}
4
{PAGE}
SCHEDULE 3.01(b)
DISCLOSED LITIGATION
On November 29, 2001, a lawsuit titled Wade, et al. v. The Kroger Co ., et al.,
was filed in the U.S. District Court, Western District of Kentucky, Louisville
Division, against The Kroger Co. The complaint,
_____________
dt 107445
;
|
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – Fiscal Quarter, such Fiscal
--------------
Quarter and the three preceding Fiscal Quarters.
"S&P" means Standard & Poor's Ratings Group, a division of The
---
McGraw-Hill Companies, Inc .
12
{PAGE}
"Subsidiary" of any Person means any corporation, partnership, joint
----------
venture, limited liability company, trust or estate of which (or in
_____________
dt 311589
;
AmSouth Bank
As referenced in this 364-Day Credit Agreement:
AMSOUTH BANK
– Title: Vice President
45
{PAGE}
$7,102,000 PNC BANK, NATIONAL ASSOCIATION
By /s/ Jeffrey L. Stein
---------------------------------
Title: Vice President
$10,000,000 AMSOUTH BANK
By /s/ Betty Parker
---------------------------------
Title: Vice President
$2,841,000 HIBERNIA BANK
By /s/ Andrew B. Booth III
---------------------------------
Title: Vice President
$1,
_____________
AMSOUTH BANK – CO.
364-DAY CREDIT AGREEMENT
APPLICABLE LENDING OFFICES
{TABLE}
{CAPTION}
Name of Initial Lenders Domestic Lending Office Eurodollar Lending Office
------------------------------------------------------------------------------------------------
{S} {C} {C}
AMSOUTH BANK 315 Deaderick Street 315 Deaderick Street
Nashville, TN 37237 Nashville, TN 37237
Betty Parker Betty Parker
Tel: (615) 790-4405 Tel: (615)
_____________
dt 215605
;
More... |
Preview
Full Doc
| 2003 |
364-Day Credit Agreement [Amended and Restated]
364-Day Credit Agreement [Amended and Restated] (26K)
Doc #253209: Click preview link for longer preview.
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of May 21, 2003
THE KROGER CO., an Ohio corporation (the Borrower), the banks, financial institutions and other institutional lenders (collectively, the Initial Lenders) party hereto, CITIBANK, N.A. and JPMORGAN CHASE BANK, as administrative agents, BANK OF AMERICA, N.A., BANK ONE, NA, THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and UNION BANK OF CALIFORNIA, N.A., as co-syndication agents, CITIGROUP GLOBAL MARKETS INC. and JPMORGAN SECURITIES INC., as arrangers, and CITIBANK, N.A., as paying agent (the Paying Agent) for the Lenders (as defined in the Existing Credit Agreement defined below), hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Borrower is party to a 364-Day Credit Agreement dated as of May 22, 2002 (as amended, supplemented or otherwise modified from time to time to (but not including) the date of this Amendment and Restatement, the Existing Credit Agreement) with the banks, financial institutions and other institutional lenders party thereto, Citibank, N.A. and JPMorgan Chase Bank, as administrative agents, and Citibank, N.A., as Paying 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 Amendment and Restatement or the Existing Credit 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. 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 as follows:
(a) Section 1.01 is amended by deleting the definitions of Lenders and Revolver Termination Date set forth therein and replacing them, respectively, with the following new definitions thereof:
Lenders means the Initial Lenders, each Assuming Lender that shall become a party hereto pursuant to Section 2.16 or 2.17 and each Person that shall become a party hereto pursuant to Section 8.06.
Revolver Termination Date means the earlier of (a) May 20, 2004, subject to the extension thereof pursuant to Section 2.16, and (b) the date of termination in whole of the aggregate Commitments pursuant to
Section 2.04 or 6.01; provided, however, that the Revolver Termination Date of any Lender that is a Non-Consenting Lender to any requested extension pursuant to Section 2.16 shall be the Revolver Termination Date in effect immediately prior to the applicable Extension Date for all purposes of this Agreement.
(b) The definition of Applicable Margin in Section 1.01 is amended by deleting in full the table setting forth the Applicable Margin applicable on or after the Term Loan Conversion Date, and substituting therefor the following:
253209
|
Comerica Bank
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
COMERICA BANK
– Carlton
Title:
Vice President
By
/s/ Peter C. Labrie
Title:
Central Region Manager
COBANK, ACB
By:
/s/ S. Richard Dill
Title:
Vice President
COMERICA BANK
By:
/s/ Ryan Oliver
Title:
Account Officer
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. RABOBANK NEDERLAND NEW YORK BRANCH
By:
/s/ Ian Reece
_____________
Comerica Bank
– F: 303 740-4021
5500 S. Quebec St.
Greenwood Village, CO 80111
Attn: D. Moran
T: 303 740-4033
F: 303 740-4021
Comerica Bank
$21,591,000
500 Woodward Avenue
MC 3268
Detroit, MI 48226
Attn: Stacie McVeigh
T: 313 222-4515
F: 313 222-9514
_____________
dt 107226
;
Citibank
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
CITIBANK, N.A. – 2003
THE KROGER CO., an Ohio corporation (the Borrower), the banks, financial institutions and other institutional lenders (collectively, the Initial Lenders) party hereto, CITIBANK, N.A. and JPMORGAN CHASE BANK, as administrative agents, BANK OF AMERICA, N.A., BANK ONE, NA, THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO
_____________
CITIBANK, N.A. – BRANCH and UNION BANK OF CALIFORNIA, N.A., as co-syndication agents, CITIGROUP GLOBAL MARKETS INC. and JPMORGAN SECURITIES INC., as arrangers, and CITIBANK, N.A. , as paying agent (the Paying Agent) for the Lenders (as defined in the Existing Credit Agreement defined below), hereby agree as follows:
_____________
Citibank, N.A. – including) the date of this Amendment and Restatement, the Existing Credit Agreement) with the banks, financial institutions and other institutional lenders party thereto, Citibank, N.A. and JPMorgan Chase Bank, as administrative agents, and Citibank, N.A., as Paying Agent for the Lenders and such other lenders. Capitalized
_____________
Citibank, N.A. – Agreement) with the banks, financial institutions and other institutional lenders party thereto, Citibank, N.A. and JPMorgan Chase Bank, as administrative agents, and Citibank, N.A. , as Paying Agent for the Lenders and such other lenders. Capitalized terms not otherwise defined in this Amendment and Restatement shall have
_____________
CITIBANK, N.A. – as of the date first above written.
THE BORROWER
THE KROGER CO.
By:
/s/ W. Rodney McMullen
Title:
Executive Vice President
THE AGENTS
CITIBANK, N.A. ,
as Paying Agent and Administrative Agent
By:
/s/ Judith Green
Title:
Vice President
JPMORGAN CHASE BANK,
as Administrative Agent
By:
/s/ Barry
_____________
dt 146693
;
CCR-B
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK – Title:
Central Region Manager
COBANK, ACB
By:
/s/ S. Richard Dill
Title:
Vice President
COMERICA BANK
By:
/s/ Ryan Oliver
Title:
Account Officer
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. RABOBANK NEDERLAND NEW YORK BRANCH
By:
/s/ Ian Reece
Title:
Managing Director
By:
/s/ Ivan Rodriguez
Title:
Vice President
FIFTH THIRD
_____________
dt 225434
;
|
Kroger
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
KROGER CO – 364-DAY CREDIT AGREEMENT
Exhibit 99.1
EXECUTION COPY
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of May 21, 2003
THE KROGER CO ., an Ohio corporation (the Borrower), the banks, financial institutions and other institutional lenders (collectively, the Initial Lenders) party hereto, CITIBANK, N.A.
_____________
KROGER CO – Amendment and Restatement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
THE BORROWER
THE KROGER CO .
By:
/s/ W. Rodney McMullen
Title:
Executive Vice President
THE AGENTS
CITIBANK, N.A.,
as Paying Agent and Administrative Agent
By:
/s/
_____________
KROGER CO – hereby ratified and confirmed in all respects.
DILLON COMPANIES, INC.
FOOD 4 LESS HOLDINGS, INC.
FRED MEYER, INC.
FRED MEYER STORES, INC.
THE KROGER CO . OF MICHIGAN
KROGER LIMITED PARTNERSHIP I
By: KRGP Inc., its General Partner
RALPHS GROCERY COMPANY
SMITHS FOOD & DRUG CENTERS, INC.
By
(Paul
_____________
dt 107451
;
Royal Bank
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
ROYAL BANK OF SCOTLAND PLC
– Ian Reece
Title:
Managing Director
By:
/s/ Ivan Rodriguez
Title:
Vice President
FIFTH THIRD BANK
By:
/s/ Kevin Jones
Title:
Vice President
THE ROYAL BANK OF SCOTLAND PLC
By:
/s/ Jayne Seaford
Title:
Senior Vice President
U.S. BANK, NATIONAL ASSOCIATION
By:
/s/ Michael P. Dickman
Title:
Assistant Vice President
_____________
Royal Bank of Scotland plc
– 499-5326
Rabobank International
245 Park Avenue
New York, NY 10167
Attn: Ann McDonough
T: 201 499-5200
F: 201 499-5326
The Royal Bank of Scotland plc
$67,273,000
Level 12
101 Park Avenue
New York, NY 10178
Attn: Juanita Baird
T: 212 401-1420
F: 212 401-
_____________
dt 225518
;
More... |
Preview
Full Doc
| 2002 |
364-Day Credit Agreement
364-Day Credit Agreement (272K)
Doc #253227: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
Dated as of May 22, 2002
THE KROGER CO., an Ohio corporation (the "Borrower"), the banks,
--------
financial institutions and other institutional lenders (the "Initial Lenders")
---------------
listed on the signature pages hereof, and CITIBANK, N.A. ("Citibank"), as an
--------
administrative agent (in such capacity, an "Administrative Agent") for the
--------------------
Lenders (as hereinafter defined) and paying agent (in such capacity, the "Paying
------
Agent") for the Lenders, JPMORGAN CHASE BANK ("JPMorgan Chase"), as an
----- --------------
administrative agent (in such capacity, an "Administrative Agent"; the
--------------------
Administrative Agents and the Paying Agent are, collectively, the "Agents") for
------
the Lenders, and BANK OF AMERICA, N.A., BANK ONE, NA and THE BANK OF
TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH and UNION BANK OF CALIFORNIA, N.A. as
co-syndication agents for the Lenders, 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):
"Acquired EBITDA" means, for any period, with respect to any Acquired
---------------
Entity, (a) the sum of (i) Acquired Net Income for such period, (ii)
depreciation and amortization expense for such period, (iii) interest
expense net of interest income for such period, (iv) Federal and state
income taxes for such period as determined in accordance with GAAP, (v)
extraordinary losses that have been included in the calculation of Acquired
Net Income for such period, (vi) LIFO charges included in the calculation
of Acquired Net Income for such period and (vii) non-cash charges made with
respect to "expected post retirement benefit obligations" within the
meaning of Statement of Financial Accounting Standards No. 106 minus (b)
-----
the sum of (i) extraordinary gains that have been included in the
calculation of Acquired Net Income for such period and (ii) LIFO credits
included in the calculation of Acquired Net Income for such period.
"Acquired Entity" means any Person in the Borrower's line of business
---------------
or the assets of any Person in the Borrower's line of business to be
invested in or acquired.
"Acquired Entity Fiscal Quarter" means, with respect to any Acquired
------------------------------
Entity, any fiscal quarter of such Acquired Entity.
"Acquired Net Income" means, for any period, with respect to any
-------------------
Acquired Entity, the net income of such Acquired Entity for such period
before the payment of dividends on all capital stock, determined in
accordance with GAAP.
"Administrative Questionnaire" means an Administrative Questionnaire
----------------------------
in the form of Exhibit D.
"Advance" means a Revolving Credit Advance or a Competitive Bid
-------
Advance.
"Affiliate" means, with respect to any designated Person, any other
---------
Person that has a relationship with the designated Person whereby either of
such Persons directly or indirectly controls or is controlled by or is
under common control with the other of such Persons, or holds or
beneficially owns 10% or more of
{PAGE}
the equity interest in the other Person or 10% or more of any class of
voting securities of the other Person. The term "control" means the
possession, directly or indirectly, of the power, whether or not exercised,
to direct or cause the direction of the management or policies of any
Person, whether through ownership of voting securities, by contract or
otherwise.
"Applicable Lending Office" means, with respect to each Lender, such
-------------------------
Lender's Domestic Lending Office in the case of a Base Rate Advance, 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
specified in a notice of such Lender to the Paying Agent as such Lender's
Applicable Lending Office with respect to such Competitive Bid Advance.
"Applicable Margin" means, as of any date prior to the Term Loan
-----------------
Conversion Date, a percentage per annum determined by reference to the
Borrower's Performance Level in effect on such date as set forth below:
{TABLE}
{CAPTION}
---------------------------------------------------------------------------------------------------------
Performance Applicable Margin for Applicable Margin for
Level Base Rate Advances Eurodollar Rate Advances
---------------------------------------------------------------------------------------------------------
{S} {C} {C}
Level 1 0.0000% 0.330%
---------------------------------------------------------------------------------------------------------
Level 2 0.0000% 0.525%
---------------------------------------------------------------------------------------------------------
Level 3 0.0000% 0.625%
---------------------------------------------------------------------------------------------------------
Level 4 0.0000% 0.800%
---------------------------------------------------------------------------------------------------------
Level 5 0.0000% 1.000%
---------------------------------------------------------------------------------------------------------
{/TABLE}
and, as of any date on or after the Term Loan Conversion Date, a percentage
per annum determined by reference to the Borrower's Performance Level in
effect on such date as set forth below:
{TABLE}
{CAPTION}
---------------------------------------------------------------------------------------------------------
Performance Applicable Margin for Applicable Margin for
Level Base Rate Advances Eurodollar Rate Advances
---------------------------------------------------------------------------------------------------------
{S} {C} {C}
Level 1 0.0000% 0.500%
---------------------------------------------------------------------------------------------------------
Level 2 0.0000% 0.750%
---------------------------------------------------------------------------------------------------------
Level 3 0.0000% 0.875%
---------------------------------------------------------------------------------------------------------
Level 4 0.0000% 1.125%
---------------------------------------------------------------------------------------------------------
Level 5 0.0000% 1.500%
---------------------------------------------------------------------------------------------------------
{/TABLE}
provided that, in each case, the Applicable Margin for Eurodollar Rate
--------
Advances set opposite the Performance Level 1 and Performance Level 2
above shall be increased by 0.125% until the date that the Borrower's
Commercial Paper is rated at least A2, P2 or F2 by at least two of S&P,
Moody's or Fitch, respectively.
"Applicable Percentage Ratio" means the ratio (determined as of the
---------------------------
last day of each Fiscal Quarter for the Rolling Period ending on such day)
of (a) Consolidated EBITDA for such Rolling Period to (b) Consolidated
Total Interest Expense for such Rolling Period.
"Assignment and Acceptance" means an assignment and acceptance entered
-------------------------
into by a Lender and an assignee, and to the extent required by Section
8.06, accepted by the Borrower and the Administrative Agents, in
substantially the form of Exhibit C hereto or such other form as shall be
approved by the Administrative Agents.
"Assuming Lender" has the meaning specified in Section 2.16(c).
---------------
"Assumption Agreement" has the meaning specified in Section 2.16(c).
--------------------
"Base Rate" means a fluctuating rate per annum equal to the highest
---------
from time to time of:
253227
|
Comerica Bank
As referenced in this 364-Day Credit Agreement:
COMERICA BANK
– NATIONAL ASSOCIATION
By ________________________________
Title:
44
{PAGE}
$58,239,000 THE BANK OF NOVA SCOTIA
By _________________________________
Title:
Co-Agents
---------
$28,409,000 COMERICA BANK
By ________________________________
Title:
$28,409,000 SUMITOMO MITSUI BANKING CORPORATION
By _________________________________
Title:
Lenders
-------
$14,205,000 FLEET NATIONAL BANK
By _________________________________
_____________
COMERICA BANK – Castle, DE 19720
Brian Maxwell Brian Maxwell
Tel: (302) 894-6023 Tel: (302) 894-6023
Fax: (302) 894-6120 Fax: (302) 894-6120
COMERICA BANK 500 Woodward Avenue, 500 Woodward Avenue,
MC3268 MC3268
Detroit, MI 48226 Detroit, MI 48226
Stacie McVeigh Stacie McVeigh
Tel: (313) 222-4515
_____________
dt 107227
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – an Ohio corporation (the "Borrower"), the banks,
--------
financial institutions and other institutional lenders (the "Initial Lenders")
---------------
listed on the signature pages hereof, and CITIBANK, N.A. ("Citibank"), as an
--------
administrative agent (in such capacity, an "Administrative Agent") for the
--------------------
Lenders (as hereinafter defined) and paying agent (in such
_____________
CITIBANK, N.A. – to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
THE KROGER CO.
By __________________________
Title:
CITIBANK, N.A. , as Administrative Agent and as
Paying Agent
By __________________________
Title:
JPMORGAN CHASE BANK, as
Administrative Agent
By __________________________
Title:
42
{PAGE}
Initial
_____________
CITIBANK, N.A. – Agent
By __________________________
Title:
JPMORGAN CHASE BANK, as
Administrative Agent
By __________________________
Title:
42
{PAGE}
Initial Lenders
---------------
Commitment Administrative Agents
---------- ---------------------
$ 82,669,000 CITIBANK, N.A.
By _______________________________
Title:
$106,820,000 JPMORGAN CHASE BANK
By _______________________________
Title:
Co-Syndication Agents
---------------------
$117,188,000 BANK OF AMERICA, N.
_____________
CITIBANK, N.A. – Tel: (212) 471-6629 Tel: (212) 471-6629
Fax: (212) 471-6695 Fax: (212) 471-6695
{/TABLE}
1
{PAGE}
{TABLE}
{S} {C} {C}
CITIBANK, N.A. Two Penns Way, Suite 200 Two Penns Way, Suite 200
New Castle, DE 19720 New Castle, DE 19720
Brian Maxwell Brian Maxwell
_____________
Citibank, N.A. – 132,000.00
-------------------
TOTAL $898,555,075.44
-------------------
Permitted Lien Amount ===================
2
{PAGE}
EXHIBIT A-1 - FORM OF NOTICE OF
REVOLVING CREDIT BORROWING
Citibank, N.A. , as Paying Agent
for the Lenders parties
to the Credit Agreement
referred to below
Two Penns Way
New Castle, DE 19720 [Date]
_____________
dt 146694
;
Kroger
As referenced in this 364-Day Credit Agreement:
KROGER CO – dex991.txt
{DESCRIPTION}364-DAY CREDIT AGREEMENT
{TEXT}
{PAGE}
Exhibit 99.1
364-DAY CREDIT AGREEMENT
Dated as of May 22, 2002
THE KROGER CO ., an Ohio corporation (the "Borrower"), the banks,
--------
financial institutions and other institutional lenders (the "Initial Lenders")
---------------
listed on the signature pages hereof,
_____________
Kroger Co – delivered by hand or overnight courier service, mailed
or sent by telecopy, as follows:
(a) If to the Borrower, to it at The Kroger Co ., 1014 Vine
Street, Cincinnati, Ohio 45202, Attention of Mr. Scott M. Henderson
(Telecopy No. (513) 762-4454); with a copy to Mr.
_____________
KROGER CO – hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
THE KROGER CO .
By __________________________
Title:
CITIBANK, N.A., as Administrative Agent and as
Paying Agent
By __________________________
Title:
JPMORGAN CHASE BANK, as
Administrative Agent
_____________
KROGER CO – By _________________________________
Title:
$2,841,000 HIBERNIA BANK
By _________________________________
Title:
$1,250,000,000 Total of Commitments
46
{PAGE}
SCHEDULE I
THE KROGER CO .
364-DAY CREDIT AGREEMENT
APPLICABLE LENDING OFFICES
{TABLE}
{CAPTION}
Name of Initial Lenders Domestic Lending Office Eurodollar Lending Office
------------------------------------------------------------------------------------------------
{S} {C} {C}
_____________
Kroger Co – HIBERNIA BANK
{/TABLE}
4
{PAGE}
SCHEDULE 3.01(b)
DISCLOSED LITIGATION
On November 29, 2001, a lawsuit titled Wade, et al. v. The Kroger Co ., et al.,
was filed in the U.S. District Court, Western District of Kentucky, Louisville
Division, against The Kroger Co. The complaint,
_____________
dt 107468
;
|
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – Fiscal Quarter, such Fiscal
--------------
Quarter and the three preceding Fiscal Quarters.
"S&P" means Standard & Poor's Ratings Group, a division of The
---
McGraw-Hill Companies, Inc .
12
{PAGE}
"Subsidiary" of any Person means any corporation, partnership, joint
----------
venture, limited liability company, trust or estate of which (or in
_____________
dt 311591
;
AmSouth Bank
As referenced in this 364-Day Credit Agreement:
AMSOUTH BANK
– 000 KBC BANK, N.V.
By _________________________________
Title:
45
{PAGE}
$7,102,000 PNC BANK, NATIONAL ASSOCIATION
By _________________________________
Title:
$10,000,000 AMSOUTH BANK
By _________________________________
Title:
$2,841,000 HIBERNIA BANK
By _________________________________
Title:
$1,250,000,000 Total of Commitments
46
{PAGE}
SCHEDULE I
_____________
AMSOUTH BANK – CO.
364-DAY CREDIT AGREEMENT
APPLICABLE LENDING OFFICES
{TABLE}
{CAPTION}
Name of Initial Lenders Domestic Lending Office Eurodollar Lending Office
------------------------------------------------------------------------------------------------
{S} {C} {C}
AMSOUTH BANK 315 Deaderick Street 315 Deaderick Street
Nashville, TN 37237 Nashville, TN 37237
Betty Parker Betty Parker
Tel: (615) 790-4405 Tel: (615)
_____________
dt 215607
;
More... |
Preview
Full Doc
| 2001 |
364-Day Credit Agreement
364-Day Credit Agreement (259K)
Doc #253248: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
Dated as of May 23, 2001
THE KROGER CO., an Ohio corporation (the "BORROWER"), the
banks, financial institutions and other institutional lenders (the "INITIAL
LENDERS") listed on the signature pages hereof, and CITIBANK, N.A. ("CITIBANK"),
as an administrative agent (in such capacity, an "ADMINISTRATIVE AGENT") for the
Lenders (as hereinafter defined) and paying agent (in such capacity, the "PAYING
AGENT") for the Lenders, THE CHASE MANHATTAN BANK ("CHASE"), as an
administrative agent (in such capacity, an "ADMINISTRATIVE AGENT"; the
Administrative Agents and the Paying Agent are, collectively, the "AGENTS") for
the Lenders, and BANK OF AMERICA, N.A., BANK ONE, NA and THE BANK OF NEW YORK as
co-syndication agents for the Lenders, 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):
"ACQUIRED EBITDA" means, for any period, with respect to any
Acquired Entity, (a) the sum of (i) Acquired Net Income for such
period, (ii) depreciation and amortization expense for such period,
(iii) interest expense net of interest income for such period, (iv)
Federal and state income taxes for such period as determined in
accordance with GAAP, (v) extraordinary losses that have been included
in the calculation of Acquired Net Income for such period, (vi) LIFO
charges included in the calculation of Acquired Net Income for such
period and (vii) non-cash charges made with respect to "expected post
retirement benefit obligations" within the meaning of Statement of
Financial Accounting Standards No. 106 MINUS (b) the sum of (i)
extraordinary gains that have been included in the calculation of
Acquired Net Income for such period and (ii) LIFO credits included in
the calculation of Acquired Net Income for such period.
"ACQUIRED ENTITY" means any Person in the Borrower's line of
business or the assets of any Person in the Borrower's line of business
to be invested in or acquired.
"ACQUIRED ENTITY FISCAL QUARTER" means, with respect to any
Acquired Entity, any fiscal quarter of such Acquired Entity.
"ACQUIRED NET INCOME" means, for any period, with respect to
any Acquired Entity, the net income of such Acquired Entity for such
period before the payment of dividends on all capital stock, determined
in accordance with GAAP.
"ADMINISTRATIVE QUESTIONNAIRE" means an Administrative
Questionnaire in the form of Exhibit D.
"ADVANCE" means a Revolving Credit Advance or a Competitive
Bid Advance.
"AFFILIATE" means, with respect to any designated Person, any
other Person that has a relationship with the designated Person whereby
either of such Persons directly or indirectly controls or is controlled
by or is under common control with the other of such Persons, or holds
or beneficially owns 10% or more of the equity interest in the other
Person or 10% or more of any class of voting securities of the other
Person. The term "control" means the possession, directly or
indirectly, of the power, whether or not exercised, to
1
{PAGE} 2
direct or cause the direction of the management or policies of any
Person, whether through ownership of voting securities, by contract or
otherwise.
"APPLICABLE LENDING OFFICE" means, with respect to each
Lender, such Lender's Domestic Lending Office in the case of a Base
Rate Advance, 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 specified in a notice of such Lender to the
Paying Agent as such Lender's Applicable Lending Office with respect to
such Competitive Bid Advance.
"APPLICABLE MARGIN" means, as of any date prior to the Term
Loan Conversion Date, a percentage per annum determined by reference to
the Borrower's Performance Level in effect on such date as set forth
below:
{TABLE}
{CAPTION}
-----------------------------------------------------------------------------------------------------------
Performance Applicable Margin for Applicable Margin for
Level Base Rate Advances Eurodollar Rate Advances
-----------------------------------------------------------------------------------------------------------
{S} {C} {C}
Level 1 0.0000% 0.330%
-----------------------------------------------------------------------------------------------------------
Level 2 0.0000% 0.525%
-----------------------------------------------------------------------------------------------------------
Level 3 0.0000% 0.625%
-----------------------------------------------------------------------------------------------------------
Level 4 0.0000% 0.800%
-----------------------------------------------------------------------------------------------------------
Level 5 0.0000% 1.000%
-----------------------------------------------------------------------------------------------------------
{/TABLE}
and, as of any date on or after the Term Loan Conversion Date, a
percentage per annum determined by reference to the Borrower's
Performance Level in effect on such date as set forth below:
{TABLE}
{CAPTION}
-----------------------------------------------------------------------------------------------------------
Performance Applicable Margin for Applicable Margin for
Level Base Rate Advances Eurodollar Rate Advances
-----------------------------------------------------------------------------------------------------------
{S} {C} {C}
Level 1 0.0000% 0.500%
-----------------------------------------------------------------------------------------------------------
Level 2 0.0000% 0.750%
-----------------------------------------------------------------------------------------------------------
Level 3 0.0000% 0.875%
-----------------------------------------------------------------------------------------------------------
Level 4 0.0000% 1.125%
-----------------------------------------------------------------------------------------------------------
Level 5 0.0000% 1.500%
-----------------------------------------------------------------------------------------------------------
{/TABLE}
PROVIDED that, in each case, the Applicable Margin for Eurodollar Rate
Advances set opposite the Performance Level 1 and Performance Level 2
above shall be increased by 0.125% until the date that the Borrower's
Commercial Paper is rated at least A2 by S&P or P2 by Moody's.
"APPLICABLE PERCENTAGE RATIO" means the ratio (determined as
of the last day of each Fiscal Quarter for the Rolling Period ending on
such day) of (a) Consolidated EBITDA for such Rolling Period to (b)
Consolidated Total Interest Expense for such Rolling Period.
"ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
entered into by a Lender and an assignee, and to the extent required by
Section 8.06, accepted by the Borrower and the Administrative Agents,
in substantially the form of Exhibit C hereto or such other form as
shall be approved by the Administrative Agents.
"ASSUMING LENDER" has the meaning specified in Section
2.16(c).
"ASSUMPTION AGREEMENT" has the meaning specified in Section
2.16(c).
"BASE RATE" means a fluctuating rate per annum equal to the
highest from time to time of:
(a) the rate of interest announced publicly by
Citibank in New York, New York, from time to time, as
Citibank's base rate;
253248
|
Comerica Bank
As referenced in this 364-Day Credit Agreement:
COMERICA BANK
– THE INDUSTRIAL BANK OF JAPAN, LIMITED
By __________________________________
Title:
$ 37,500,000 BNP PARIBAS
By ___________________________________
Title:
By ___________________________________
Title:
$ 37,500,000 COMERICA BANK
By __________________________________
Title:
$ 37,500,000 FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By __________________________________
Title:
$ 37,500,000 FIFTH THIRD BANK
_____________
COMERICA BANK – Castle, DE 19720
Brian Maxwell Brian Maxwell
Tel: (302) 894-6023 Tel: (302) 894-6023
Fax: (302) 894-6120 Fax: (302) 894-6120
COMERICA BANK 500 Woodward Avenue, 500 Woodward Avenue,
MC3268 MC3268
Detroit, MI 48226 Detroit, MI 48226
Jennifer Pugliano Jennifer Pugliano
Tel: (313) 222-9644
_____________
dt 107229
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – an Ohio corporation (the "BORROWER"), the
banks, financial institutions and other institutional lenders (the "INITIAL
LENDERS") listed on the signature pages hereof, and CITIBANK, N.A. ("CITIBANK"),
as an administrative agent (in such capacity, an "ADMINISTRATIVE AGENT") for the
Lenders (as hereinafter defined) and paying agent (in such
_____________
CITIBANK, N.A. – Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
THE KROGER CO.
By__________________________
Title:
CITIBANK, N.A. , as Administrative Agent and as
Paying Agent
By__________________________
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent
By__________________________
Title:
42
{PAGE} 43
Initial
_____________
CITIBANK, N.A. – Agent
By__________________________
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent
By__________________________
Title:
42
{PAGE} 43
Initial Lenders
---------------
Commitment Administrative Agents
---------- ---------------------
$ 87,500,000 CITIBANK, N.A.
By_______________________________
Title:
$ 55,000,000 THE CHASE MANHATTAN BANK
By________________________________
Title:
Co-Syndication Agents
---------------------
$ 35,000,000 BANK OF AMERICA, N.A.
_____________
CITIBANK, N.A. – York, NY 10081
Jackie Carter Jackie Carter
Tel: (212) 552-7997 Tel: (212) 552-7997
Fax: (212) 552-7500 Fax: (212) 552-7500
CITIBANK, N.A. Two Penns Way, Suite 200 Two Penns Way, Suite 200
New Castle, DE 19720 New Castle, DE 19720
Brian Maxwell Brian Maxwell
_____________
Citibank, N.A. – Less on November
1, 1999. Plaintiffs have appealed the judgment.
49
{PAGE} 50
EXHIBIT A-1 - FORM OF NOTICE OF
REVOLVING CREDIT BORROWING
Citibank, N.A. , as Paying Agent
for the Lenders parties
to the Credit Agreement
referred to below
Two Penns Way
New Castle, DE 19720 [Date]
_____________
dt 146698
;
Kroger
As referenced in this 364-Day Credit Agreement:
KROGER CO – 1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE} 1
Exhibit 99.1
364-DAY CREDIT AGREEMENT
Dated as of May 23, 2001
THE KROGER CO ., an Ohio corporation (the "BORROWER"), the
banks, financial institutions and other institutional lenders (the "INITIAL
LENDERS") listed on the signature pages hereof,
_____________
Kroger Co – delivered by hand or overnight courier service, mailed
or sent by telecopy, as follows:
(a) If to the Borrower, to it at The Kroger Co ., 1014 Vine
Street, Cincinnati, Ohio 45202, Attention of Mr. Lawrence M. Turner
(Telecopy No. (513) 762-4454); WITH A COPY TO Mr.
_____________
KROGER CO – hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
THE KROGER CO .
By__________________________
Title:
CITIBANK, N.A., as Administrative Agent and as
Paying Agent
By__________________________
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent
By__________________________
_____________
KROGER CO – ___________________________________
Title:
$ 7,500,000 FIRST HAWAIIAN BANK
By ___________________________________
Title:
$ 812,500,000 Total of Commitments
45
{PAGE} 46
SCHEDULE I
THE KROGER CO .
364-DAY CREDIT AGREEMENT
APPLICABLE LENDING OFFICES
{TABLE}
{CAPTION}
NAME OF INITIAL LENDERS DOMESTIC LENDING OFFICE EURODOLLAR LENDING OFFICE
------------------------------------------------------------------------------------------------
{S} {C} {C}
_____________
Kroger Co – Credit Agreement
referred to below
Two Penns Way
New Castle, DE 19720 [Date]
Attention: Bank Loan Syndications
Ladies and Gentlemen:
The undersigned, The Kroger Co ., refers to the 364-Day Credit
Agreement, dated as of May 23, 2001 (as amended or modified from time to time,
the "
_____________
dt 107488
;
|
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – Fiscal Quarter, such
Fiscal Quarter and the three preceding Fiscal Quarters.
"S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc .
"SUBSIDIARY" of any Person means any corporation, partnership,
joint venture, limited liability company, trust or estate of which (or
in which) more
_____________
dt 311593
;
AmSouth Bank
As referenced in this 364-Day Credit Agreement:
AMSOUTH BANK
– RABOBANK
NEDERLAND" NEW YORK BRANCH
By ___________________________________
Title:
$ 12,500,000 THE TOKAI BANK, LIMITED-NEW YORK
BRANCH
By___________________________________
Title:.
$ 10,000,000 AMSOUTH BANK
By ___________________________________
Title:
$ 7,500,000 FIRST HAWAIIAN BANK
By ___________________________________
Title:
$ 812,500,000 Total of Commitments
45
{PAGE} 46
SCHEDULE
_____________
AMSOUTH BANK – CO.
364-DAY CREDIT AGREEMENT
APPLICABLE LENDING OFFICES
{TABLE}
{CAPTION}
NAME OF INITIAL LENDERS DOMESTIC LENDING OFFICE EURODOLLAR LENDING OFFICE
------------------------------------------------------------------------------------------------
{S} {C} {C}
AMSOUTH BANK 315 Deaderick Street 315 Deaderick Street
Nashville, TN 37237 Nashville, TN 37237
Betty Parker Betty Parker
Tel: (615 790-4405) Tel: (615
_____________
dt 215608
;
More... |
Preview
Full Doc
| 2002 |
364-Day Credit Agreement
364-Day Credit Agreement (214K)
Doc #294009: Click preview link for longer preview.
THE CIT GROUP, INC.
---------------------------------------------------------
$3,670,000,000
364-DAY CREDIT AGREEMENT
Dated as of March 28, 2000
---------------------------------------------------------
CHASE SECURITIES INC., as Lead Arranger and Book Manager
THE CHASE MANHATTAN BANK,
as Administrative Agent
BARCLAYS BANK PLC,
as Syndication Agent
BANK OF AMERICA, N.A.,
as Syndication Agent
CITIBANK, N.A.,
as Syndication Agent
THE DAI-ICHI KANGYO BANK, LIMITED,
as Syndication Agent
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
SECTION 1. DEFINITIONS............................................................................................5
1.1. Defined Terms...................................................................................5
1.2. Other Definitional Provisions..................................................................15
SECTION 2. AMOUNT AND TERMS OF COMMITMENTS.......................................................................16
2.1. Commitments....................................................................................16
2.2. Revolving Credit Borrowing Procedure...........................................................18
2.3. Competitive Bid Borrowing Procedure............................................................19
2.4. Repayment of Loans; Evidence of Debt...........................................................21
2.5. Facility Fee; Administrative Agent's Fee.......................................................22
2.6. Utilization Fee................................................................................22
2.7. Extension of Termination Date..................................................................22
2.8. Termination or Reduction of Commitments........................................................24
2.9. Optional Prepayments of Revolving Credit Loans.................................................24
2.10. Conversion and Continuation Options............................................................24
2.11. Applicable Interest Rate Margins, Facility Fee Rate and Utilization Fee........................25
2.12. Minimum Amounts of Tranches....................................................................25
2.13. Interest Rates and Payment Dates...............................................................25
2.14. Computation of Interest and Fees...............................................................26
2.15. Inability to Determine Interest Rate...........................................................27
2.16. Pro Rata Treatment and Payments................................................................27
2.17. Illegality.....................................................................................28
2.18. Requirements of Law............................................................................28
2.19. Taxes 30
2.20. Indemnity......................................................................................32
2.21. Actions of Banks...............................................................................33
2.22. Lending Installations..........................................................................33
2.23. Removal of Banks...............................................................................33
2.24. Replacement of Banks...........................................................................34
SECTION 3. REPRESENTATIONS AND WARRANTIES........................................................................34
3.1. Financial Condition............................................................................34
3.2. No Change......................................................................................34
3.3. Corporate Existence; Compliance with Law; Significant Subsidiaries.............................34
3.4. Corporate Power; Authorization; Enforceable Obligations........................................35
3.5. No Legal Bar...................................................................................35
3.6. No Material Litigation.........................................................................35
3.7. No Default.....................................................................................35
3.8. Aggregation of the Representations and Warranties Relating to Net Worth........................35
3.9. Federal Regulations............................................................................36
{PAGE}
3.10. ERISA 36
3.11. Investment Company Act.........................................................................36
3.12. Purpose of Loans...............................................................................36
SECTION 4. CONDITIONS PRECEDENT..................................................................................36
4.1. Conditions to Initial Loans....................................................................36
4.2. Conditions to Each Loan........................................................................37
SECTION 5. AFFIRMATIVE COVENANTS.................................................................................37
5.1. Financial Statements...........................................................................38
5.2. Payment of Obligations.........................................................................39
5.3. Conduct of Business and Maintenance of Existence...............................................39
5.4. Notices........................................................................................39
5.5. Status of Obligations..........................................................................40
5.6. Maintenance of Property........................................................................40
5.7. Payment of Taxes...............................................................................40
5.8. Use of Proceeds................................................................................40
SECTION 6. NEGATIVE COVENANTS....................................................................................41
6.1. Negative Pledge................................................................................41
6.2. Consolidations, Mergers and Sales of Assets....................................................43
6.3. Net Worth......................................................................................43
SECTION 7. EVENTS OF DEFAULT.....................................................................................43
SECTION 8. THE AGENTS............................................................................................45
8.1. Appointment....................................................................................45
8.2. Delegation of Duties...........................................................................46
8.3. Exculpatory Provisions.........................................................................46
8.4. Reliance by Administrative Agent...............................................................46
8.5. Notice of Default..............................................................................47
8.6. Non-Reliance on Administrative Agent and Other Banks...........................................47
8.7. Indemnification................................................................................47
8.8. Administrative Agent in Its Individual Capacity................................................48
8.9. Successor Administrative Agent.................................................................48
SECTION 9. MISCELLANEOUS.........................................................................................49
9.1. Amendments and Waivers.........................................................................49
9.2. Notices........................................................................................49
9.3. No Waiver; Cumulative Remedies.................................................................50
9.4. Survival of Representations and Warranties.....................................................50
9.5. Payment of Expenses and Taxes..................................................................50
{PAGE}
9.6. Successors and Assigns; Participations; Purchasing Banks.......................................51
9.7. Dissemination of Information; Confidentiality..................................................53
9.8. Adjustments....................................................................................54
9.9. Counterparts...................................................................................55
9.10. Severability...................................................................................55
9.11. Integration....................................................................................55
9.12. GOVERNING LAW..................................................................................55
9.13. Submission To Jurisdiction; Waivers............................................................55
9.14. WAIVERS OF JURY TRIAL..........................................................................56
SCHEDULES
I. Commitments and Bank Information
II. List of Significant Subsidiaries
EXHIBITS
A-1 Form of Revolving Credit Note
A-2 Form of Competitive Bid Note
B-1 Form of Opinion of Counsel to the Company
B-2 Form of Opinion of Simpson Thacher & Bartlett
C Form of Commitment Transfer Supplement
D-1 Form of Officer's Certificate
D-2 Form of Secretary's Certificate
E Form of Incumbency Certificate
F Form of Borrowing Notice
G Form of Competitive Bid Request
H Form of Notice of Competitive Bid Request
I Form of Competitive Bid
J Form of Competitive Bid Accept/Reject Letter
K Form of Exemption Certificate
{/TABLE}
{PAGE}
364-DAY CREDIT AGREEMENT, dated as of March 28, 2000, among
THE CIT GROUP, INC., a Delaware corporation (the "COMPANY"), the several banks
and other financial institutions from time to time on Schedule I to this
Agreement (the "BANKS"), CHASE SECURITIES INC., as sole arranger and book
manager (in such capacity, the "ARRANGER"), BARCLAYS BANK PLC, BANK OF AMERICA,
N.A., CITIBANK, N.A. and THE DAI-ICHI KANGYO BANK, LIMITED, as syndication
agents (in such capacity, the "SYNDICATION AGENTS") and THE CHASE MANHATTAN BANK
("CHASE"), as administrative agent (in such capacity, the "ADMINISTRATIVE
AGENT").
W I T N E S S E T H:
WHEREAS, the Company has requested $3,670,000,000 in senior
unsecured revolving credit facilities from the Banks for general corporate
purposes; and
WHEREAS, the Banks are willing to provide the requested senior
unsecured revolving credit facilities on the terms and conditions set forth
herein ;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
1.1. DEFINED TERMS
As used in this Agreement, the following terms shall have the
following meanings:
"ADDITIONAL BANK": as defined in subsection 2.1(c)(ii).
"ADDITIONAL BANK AGREEMENT": as defined in subsection
2.1(c)(ii).
"ADMINISTRATIVE AGENT": as defined in the preamble hereto.
"AFFILIATE": as to any Person, any other Person that directly,
or indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person.
"AGENTS": the collective reference to the Administrative
Agent, the Syndication Agents and the Arranger.
"AGGREGATE AVAILABLE COMMITMENT": at any time, the excess, if
any, of (a) the Aggregate Commitment over (b) the aggregate principal amount of
all Loans then outstanding.
"AGGREGATE COMMITMENT": the aggregate amount of the Banks'
Commitments.
{PAGE}
"AGGREGATE FACILITIES COMMITMENT": the sum of (a) the
Aggregate Commitment PLUS (b) the 5-Year Aggregate Commitment.
"AGREEMENT": this 364-Day Credit Agreement, as amended,
supplemented or otherwise modified from time to time.
"AGREEMENT ACCOUNTING PRINCIPLES": GAAP applied in a manner
consistent with those principles used in the preparation of the financial
statements referred to in subsection 3.1.
"APPLICABLE EURODOLLAR MARGIN": as defined in subsection 2.11.
"APPLICABLE FACILITY FEE RATE": as defined in subsection 2.11.
"APPLICABLE MARGIN": as defined in subsection 2.11.
"APPLICABLE RATE": as defined in subsection 2.11.
"APPLICABLE UTILIZATION FEE RATE": as defined in subsection
2.11.
"ARRANGER": as defined in the preamble hereto.
"BANKS": as defined in the preamble hereto.
"BARCLAYS": Barclays Bank PLC.
"BASE RATE": a rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to the greater of (a) the Corporate Base Rate in
effect on such day, and (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%. If for any reason the Administrative 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 of the Administrative Agent to obtain sufficient
quotations in accordance with the terms hereof, the 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 Base Rate due to a change in the Corporate Base Rate or the
Federal Funds Effective Rate shall be effective on the effective date of such
change in the Corporate Base Rate or the Federal Funds Effective Rate,
respectively. The Administrative Agent will give notice promptly to the Company
and the Banks of changes in the Base Rate.
"BASE RATE LOAN": any Revolving Credit Loan bearing interest
at a rate determined by reference to the Base Rate in accordance with Section 2.
"BOFA": Bank of America, N.A.
"BORROWING": a group of Loans of a single type made by the
Banks (or, in the case of a Competitive Bid Borrowing, by the Bank or Banks
whose Competitive Bids have been accepted pursuant to subsection 2.3) on a
single date and as to which a single
{PAGE}
Interest Period is in effect.
"BORROWING DATE": a date on which a Borrowing is made
hereunder.
"BUSINESS DAY": a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to close.
"CHASE": as defined in the preamble hereto.
"CITIBANK": Citibank, N.A.
"CLOSING DATE": the date on which the conditions precedent set
forth in subsection 4.1 are satisfied.
"CODE": the Internal Revenue Code of 1986, as amended from
time to time.
"COMMITMENT": as to any Bank, the obligation of such Bank to
make Revolving Credit Loans to the Company hereunder in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite
such Bank's name on Schedule I, as the same may be increased from time to time
in accordance with subsection 2.1(c) or decreased or terminated from time to
time in accordance with subsection 2.8.
"COMMITMENT INCREASE SUPPLEMENT": as defined in subsection
2.1(c)(ii).
"COMMITMENT PERCENTAGE": as to any Bank at any time, the
percentage of the Aggregate Commitment then constituted by such Bank's
Commitment, or, at any time after the Commitments shall have expired or
terminated, the percentage which the aggregate principal amount of such Bank's
Loans then outstanding constitutes of the aggregate principal amount of the
Loans then outstanding.
"COMMITMENT PERIOD": the period from and including the date
hereof to but not including the Termination Date or such earlier date on which
the Aggregate Commitment shall terminate as provided herein.
"COMMITMENT TRANSFER SUPPLEMENT": as defined in subsection
9.6(c) hereto.
"COMMONLY CONTROLLED ENTITY": an entity, whether or not
incorporated, which is under common control with the Company within the meaning
of Section 4001 of ERISA or is part of a group which includes the Company and
which is treated as a single employer under Section 414 of the Code.
"COMPETITIVE BID": an offer by a Bank to make a Competitive
Bid Loan pursuant to subsection 2.3.
"COMPETITIVE BID ACCEPT/REJECT LETTER": a notification made by
the Company pursuant to subsection 2.3(d) in the form of Exhibit J.
"COMPETITIVE BID BORROWING": a Borrowing consisting of a
Competitive Bid
{PAGE}
Loan or concurrent Competitive Bid Loans from the Bank or Banks
whose Competitive Bids for such Borrowing have been accepted by the Company
under the bidding procedure described in subsection 2.3.
"COMPETITIVE BID LOAN": a Loan made by a Bank to the Company
pursuant to the bidding procedure described in subsection 2.3. Each Competitive
Bid Loan shall be a Eurodollar Competitive Bid Loan or a Fixed Rate Loan.
"COMPETITIVE BID MATURITY DATE": as to each Competitive Bid
Loan, the maturity date specified by the Company for such Competitive Bid Loan
294009
|
Comerica Bank
As referenced in this 364-Day Credit Agreement:
COMERICA BANK
– Ernest Fung
Title: Vice President
{PAGE}
TORONTO DOMINION (TEXAS), INC.
By: /s/ Ann S. Slanis
----------------------------------------
Name: Ann S. Slanis
Title: Vice President
{PAGE}
COMERICA BANK
By: /s/ James R. Grossett
----------------------------------------
Name: James R. Grossett
Title: First Vice President
{PAGE}
NORDDEUTSCHE LANDESBANK
GIROZENTRALE NEW YORK BRANCH
AND/OR
_____________
dt 246592
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK N.V.
– BANK, LTD., as
Syndication Agent and as a Bank
By: /s/ Nicholas A. Fiore
----------------------------------------
Name: Nicholas A. Fiore
Title: Assistant Vice President
{PAGE}
ABN AMRO BANK N.V.
By: /s/ Parker H. Douglas
----------------------------------------
Name: Parker H. Douglas
Title: Group Vice President
By: /s/ Neil R. Stein
----------------------------------------
Name: Neil R. Stein
_____________
dt 237720
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – Book Manager
THE CHASE MANHATTAN BANK,
as Administrative Agent
BARCLAYS BANK PLC,
as Syndication Agent
BANK OF AMERICA, N.A.,
as Syndication Agent
CITIBANK, N.A. ,
as Syndication Agent
THE DAI-ICHI KANGYO BANK, LIMITED,
as Syndication Agent
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
SECTION
_____________
CITIBANK, N.A. – BANKS"), CHASE SECURITIES INC., as sole arranger and book
manager (in such capacity, the "ARRANGER"), BARCLAYS BANK PLC, BANK OF AMERICA,
N.A., CITIBANK, N.A. and THE DAI-ICHI KANGYO BANK, LIMITED, as syndication
agents (in such capacity, the "SYNDICATION AGENTS") and THE CHASE MANHATTAN BANK
("CHASE"),
_____________
Citibank, N.A. – which commercial banks in New York City are authorized or required by law
to close.
"CHASE": as defined in the preamble hereto.
"CITIBANK": Citibank, N.A.
"CLOSING DATE": the date on which the conditions precedent set
forth in subsection 4.1 are satisfied.
"CODE": the Internal Revenue Code
_____________
Citibank, N.A. – Credit Agreement, dated
as of March 28, 2000, among the Company, the banks parties thereto, Barclays
Bank PLC, Bank of America, N.A., Citibank, N.A. and The Dai-Ichi Kangyo Bank,
Limited, as syndication agents, and Chase, as administrative agent.
"FIXED RATE BORROWING": a Borrowing comprised of
_____________
CITIBANK, N.A. – AMERICA, N.A., as Syndication
Agent and as a Bank
By: /s/ Nelson D. Albrecht
----------------------------------------
Name: Nelson D. Albrecht
Title: Vice President
{PAGE}
CITIBANK, N.A. , as Syndication Agent and
as a Bank
By: /s/ Robert B. Goldstein
----------------------------------------
Name: Robert B. Goldstein
Title: Managing Director
{PAGE}
THE DAI-
_____________
dt 248951
;
|
UBS
As referenced in this 364-Day Credit Agreement:
UBS AG, – Vice President
{PAGE}
SOCIETE GENERALE BANK NY BRANCH
By: /s/ Charles D. Fischer, Jr.
----------------------------------------
Name: Charles D. Fischer, Jr.
Title: Vice President
{PAGE}
UBS AG, STAMFORD BRANCH
By: /s/ Gregory Raue
----------------------------------------
Name: Gregory Raue
Title: Director
By: /s/ Wilfred Saint
----------------------------------------
Name: Wilfred Saint
Title: Associate Director
{PAGE}
_____________
dt 238053
;
BofA
As referenced in this 364-Day Credit Agreement:
BANK OF AMERICA, N.A. – 2000
---------------------------------------------------------
CHASE SECURITIES INC., as Lead Arranger and Book Manager
THE CHASE MANHATTAN BANK,
as Administrative Agent
BARCLAYS BANK PLC,
as Syndication Agent
BANK OF AMERICA, N.A. ,
as Syndication Agent
CITIBANK, N.A.,
as Syndication Agent
THE DAI-ICHI KANGYO BANK, LIMITED,
as Syndication Agent
================================================================================
{PAGE}
TABLE OF CONTENTS
{
_____________
BANK OF AMERICA,
N.A. – I to this
Agreement (the "BANKS"), CHASE SECURITIES INC., as sole arranger and book
manager (in such capacity, the "ARRANGER"), BARCLAYS BANK PLC, BANK OF AMERICA,
N.A. , CITIBANK, N.A. and THE DAI-ICHI KANGYO BANK, LIMITED, as syndication
agents (in such capacity, the "SYNDICATION AGENTS") and THE CHASE
_____________
Bank of America, N.A. – LOAN": any Revolving Credit Loan bearing interest
at a rate determined by reference to the Base Rate in accordance with Section 2.
"BOFA": Bank of America, N.A.
"BORROWING": a group of Loans of a single type made by the
Banks (or, in the case of a Competitive Bid Borrowing,
_____________
Bank of America, N.A. – CREDIT AGREEMENT": the 5-Year Credit Agreement, dated
as of March 28, 2000, among the Company, the banks parties thereto, Barclays
Bank PLC, Bank of America, N.A. , Citibank, N.A. and The Dai-Ichi Kangyo Bank,
Limited, as syndication agents, and Chase, as administrative agent.
"FIXED RATE BORROWING": a
_____________
BANK OF AMERICA, N.A. – Vice President
{PAGE}
BARCLAYS BANK PLC, as Syndication
Agent and as a Bank
By: /s/ Douglas Bernegger
----------------------------------------
Name: Douglas Bernegger
Title: Director
{PAGE}
BANK OF AMERICA, N.A. , as Syndication
Agent and as a Bank
By: /s/ Nelson D. Albrecht
----------------------------------------
Name: Nelson D. Albrecht
Title: Vice President
{PAGE}
CITIBANK, N.
_____________
dt 235346
;
More... |
Preview
Full Doc
| 2004 |
364-Day Credit Agreement
364-Day Credit Agreement (182K)
Doc #300485: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
This Agreement, dated as of November 26, 2003, is among Torchmark Corporation, the Lenders and Bank One, NA, a national banking association having its principal office in Chicago, Illinois, as Agent. The parties hereto agree as follows:
RECITALS
A. The Borrower has requested the Lenders to make financial accommodations to it in the aggregate principal amount of up to $325,000,000, the proceeds of which will be used for the general corporate purposes of the Borrower and its Subsidiaries (including repayment of maturing commercial paper Indebtedness); and
B. The Lenders are willing to extend such financial accommodations on the terms and conditions set forth herein.
ARTICLE I
DEFINITIONS
As used in this Agreement:
Acquisition means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding partnership interests of a partnership.
Advance means a borrowing hereunder, (i) made by the Lenders on the same Borrowing Date, or (ii) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of Eurodollar Loans, for the same Interest Period.
Affiliate of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.
Agent means Bank One in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article X.
Agent Balance Transaction means one or more receivables sales transactions with respect to receivables arising out of advances made by AIL to insurance agents in connection with life insurance policies underwritten by AIL.
Aggregate Commitment means the aggregate of the Commitments of all the Lenders, as reduced or increased from time to time pursuant to the terms hereof.
Agreement means this credit agreement, as it may be amended or modified and in effect from time to time.
Agreement Accounting Principles means generally accepted accounting principles as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4.
AIL means American Income Life Insurance Company, an Indiana insurance company.
Alternate Base Rate means, for any day, a rate of interest per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the Federal Funds Effective Rate for such day plus 1/2% per annum.
Annual Statement means the annual statutory financial statement of any Insurance Subsidiary required to be filed with the insurance commissioner (or similar authority) of its jurisdiction of incorporation, which statement shall be in the form required by such Insurance Subsidiarys jurisdiction of incorporation or, if no specific form is so required, in the form of financial statements recommended by the NAIC to be used for filing annual statutory financial statements and shall contain the type of information recommended by the NAIC to be disclosed therein, together with all exhibits or schedules filed therewith.
Applicable Facility Fee Rate means, at any time, the percentage determined in accordance with the Pricing Schedule at such time. The Applicable Facility Fee Rate shall change as and when the Borrower Debt Rating changes. The initial Applicable Facility Fee Rate shall be .08%.
Applicable Margin means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule.
Applicable Term Out Premium Rate means, at any time, the percentage determined in accordance with the Pricing Schedule at such time. The Applicable Term Out Premium Rate shall change as and when the Borrower Debt Rating changes.
300485
|
Comerica Bank
As referenced in this 364-Day Credit Agreement:
COMERICA BANK
– By:
Print Name:
Title:
Address:
Telephone:
FAX:
S-4
THE BANK OF NEW YORK
By:
Print Name:
Title:
Address:
Telephone:
FAX:
S-5
COMERICA BANK
By:
Print Name:
Title:
Address:
Telephone:
FAX:
S-6
SOUTH TRUST BANK
By:
Print Name:
Title:
Address:
Telephone:
FAX:
S-7
REGIONS
_____________
Comerica Bank
– 000
Bank of America, N.A.
$
47,000,000
Fleet National Bank
$
39,000,000
The Bank of New York
$
26,000,000
Comerica Bank
$
26,000,000
South Trust Bank
$
26,000,000
Regions Bank
$
26,000,000
Key Bank
$
25,000,000
SunTrust Bank
$
23,
_____________
dt 273574
;
AmSouth Bank
As referenced in this 364-Day Credit Agreement:
AMSOUTH BANK
– SUN TRUST BANK
By:
Print Name:
Title:
Address:
Telephone:
FAX:
S-10
COMPASS BANK
By:
Print Name:
Title:
Address:
Telephone:
FAX:
S-11
AMSOUTH BANK
By:
Print Name:
Title:
Address:
Telephone:
FAX:
S-12
UMB BANK, NA
By:
Print Name:
Title:
Address:
Telephone:
FAX:
S-13
PRICING
_____________
AmSouth Bank
– 26,000,000
Regions Bank
$
26,000,000
Key Bank
$
25,000,000
SunTrust Bank
$
23,000,000
Compass Bank
$
20,800,000
AmSouth Bank
$
14,000,000
UMB Bank, NA
$
5,200,000
Total Commitments
$
325,000,000
SCHEDULE 1
SIGNIFICANT SUBSIDIARIES
Name of Significant Subsidiary
_____________
dt 267596
;
|
BofA Securities
As referenced in this 364-Day Credit Agreement:
BANC OF AMERICA SECURITIES LLC – A.,
AS SYNDICATION AGENT,
AND
FLEET NATIONAL BANK,
AS DOCUMENTATION AGENT
BANC ONE CAPITAL MARKETS, INC.
JOINT LEAD ARRANGER AND JOINT BOOK MANAGER
BANC OF AMERICA SECURITIES LLC
JOINT LEAD ARRANGER AND JOINT BOOK MANAGER
TABLE OF CONTENTS
Page
ARTICLEI DEFINITIONS
1
ARTICLE II THE CREDITS
13
2.1 Commitment
_____________
Banc of America Securities LLC – One Capital Markets, Inc., a Delaware corporation, and its successors, in its capacity as Joint Lead Arranger and Joint Book Manager and (ii) Banc of America Securities LLC , a Delaware corporation, and its successors, in its capacity as Joint Lead Arranger and Joint Book Manager.
Article means an article of
_____________
dt 266327
;
Banc One Capital
As referenced in this 364-Day Credit Agreement:
BANC ONE CAPITAL MARKETS, INC – THE LENDERS,
BANK ONE, NA,
AS ADMINISTRATIVE AGENT,
BANK OF AMERICA, N.A.,
AS SYNDICATION AGENT,
AND
FLEET NATIONAL BANK,
AS DOCUMENTATION AGENT
BANC ONE CAPITAL MARKETS, INC .
JOINT LEAD ARRANGER AND JOINT BOOK MANAGER
BANC OF AMERICA SECURITIES LLC
JOINT LEAD ARRANGER AND JOINT BOOK MANAGER
TABLE OF CONTENTS
_____________
Banc One Capital Markets, Inc – Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.
Arrangers means (i) Banc One Capital Markets, Inc ., a Delaware corporation, and its successors, in its capacity as Joint Lead Arranger and Joint Book Manager and (ii) Banc of America
_____________
Banc One Capital Markets, Inc – or other analogous rate of the new Agent.
10.13 Agent and Arranger Fees. The Borrower agrees to pay to the Agent and Banc One Capital Markets, Inc ., for their respective accounts, the fees agreed to by the Borrower, the Agent and Banc One Capital Markets, Inc. pursuant to that
_____________
Banc One Capital Markets, Inc – to the Agent and Banc One Capital Markets, Inc., for their respective accounts, the fees agreed to by the Borrower, the Agent and Banc One Capital Markets, Inc . pursuant to that certain letter agreement dated October 21, 2002, or as otherwise agreed from time to time.
10.14 Delegation to
_____________
dt 266648
;
More... |
Preview
Full Doc
| 2003 |
364-Day Credit Agreement
364-Day Credit Agreement (185K)
Doc #300498: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
This Agreement, dated as of November 28, 2002, is among Torchmark Corporation, the Lenders and Bank One, NA, a national banking association having its principal office in Chicago, Illinois, as Agent. The parties hereto agree as follows:
RECITALS
A. The Borrower has requested the Lenders to make financial accommodations to it in the aggregate principal amount of up to $300,000,000, the proceeds of which will be used for the general corporate purposes of the Borrower and its Subsidiaries (including repayment of maturing commercial paper Indebtedness); and
B. The Lenders are willing to extend such financial accommodations on the terms and conditions set forth herein.
ARTICLE I
DEFINITIONS
As used in this Agreement:
Acquisition means any transaction, or any series of related transactions, consummated on or after the date of this Agreement, by which the Borrower or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding partnership interests of a partnership.
Advance means a borrowing hereunder, (i) made by the Lenders on the same Borrowing Date, or (ii) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and, in the case of Eurodollar Loans, for the same Interest Period.
Affiliate of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.
Agent means Bank One in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article X.
Agent Balance Transaction means one or more receivables sales transactions with respect to receivables arising out of advances made by AIL to insurance agents in connection with life insurance policies underwritten by AIL.
Aggregate Commitment means the aggregate of the Commitments of all the Lenders, as reduced or increased from time to time pursuant to the terms hereof.
Agreement means this credit agreement, as it may be amended or modified and in effect from time to time.
Agreement Accounting Principles means generally accepted accounting principles as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4.
AIL means American Income Life Insurance Company, an Indiana insurance company.
Alternate Base Rate means, for any day, a rate of interest per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the Federal Funds Effective Rate for such day plus 1/2% per annum.
Annual Statement means the annual statutory financial statement of any Insurance Subsidiary required to be filed with the insurance commissioner (or similar authority) of its jurisdiction of incorporation, which statement shall be in the form required by such Insurance Subsidiarys jurisdiction of incorporation or, if no specific form is so required, in the form of financial statements recommended by the NAIC to be used for filing annual statutory financial statements and shall contain the type of information recommended by the NAIC to be disclosed therein, together with all exhibits or schedules filed therewith.
Applicable Facility Fee Rate means, at any time, the percentage determined in accordance with the Pricing Schedule at such time. The Applicable Facility Fee Rate shall change as and when the Borrower Debt Rating changes. The initial Applicable Facility Fee Rate shall be .08%.
Applicable Margin means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule.
Applicable Term Out Premium Rate means, at any time, the percentage determined in accordance with the Pricing Schedule at such time. The Applicable Term Out Premium Rate shall change as and when the Borrower Debt Rating changes.
300498
|
Comerica Bank
As referenced in this 364-Day Credit Agreement:
Comerica Bank
– A.
$
52,000,000
Fleet National Bank
$
40,000,000
Amsouth Bank
$
39,000,000
The Bank of New York
$
26,000,000
Comerica Bank
$
26,000,000
Southtrust Bank
$
26,000,000
Compass Bank
$
20,800,000
Suntrust Bank
$
13,000,000
UMB Bank, NA
$
5,
_____________
dt 273575
;
AmSouth Bank
As referenced in this 364-Day Credit Agreement:
AMSOUTH BANK, – THE LENDERS,
BANK ONE, NA,
AS ADMINISTRATIVE AGENT,
BANK OF AMERICA, N.A.,
AS SYNDICATION AGENT,
FLEET NATIONAL BANK,
AS DOCUMENTATION AGENT
AND
AMSOUTH BANK,
AS DOCUMENTATION AGENT
BANC ONE CAPITAL MARKETS, INC.
JOINT LEAD ARRANGER AND JOINT BOOK MANAGER
BANC OF AMERICA SECURITIES LLC
JOINT LEAD
_____________
AmSouth Bank
– Address:
MA DE 10010H
100 Federal St.
Boston, MA 02110
Attn: Esteban V. Koosau
Telephone:
(617) 434-3667
Fax:
(617) 434-1096
4
AmSouth Bank
By:
/s/ DAVID A. SIMMONS
Print Name:
David A. Simmons
Title:
Senior Vice President
Address:
1900 Fifth Avenue North
Birmingham, AL 35203
_____________
Amsouth Bank
– SCHEDULE
Lender
Commitment
Bank One, NA
$
52,000,000
Bank of America, N.A.
$
52,000,000
Fleet National Bank
$
40,000,000
Amsouth Bank
$
39,000,000
The Bank of New York
$
26,000,000
Comerica Bank
$
26,000,000
Southtrust Bank
$
26,000,000
Compass
_____________
dt 267597
;
|
BofA Securities
As referenced in this 364-Day Credit Agreement:
BANC OF AMERICA SECURITIES LLC – NATIONAL BANK,
AS DOCUMENTATION AGENT
AND
AMSOUTH BANK,
AS DOCUMENTATION AGENT
BANC ONE CAPITAL MARKETS, INC.
JOINT LEAD ARRANGER AND JOINT BOOK MANAGER
BANC OF AMERICA SECURITIES LLC
JOINT LEAD ARRANGER AND JOINT BOOK MANAGER
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
1
ARTICLE II
THE CREDITS
12
2.1
_____________
Banc of America Securities LLC – One Capital Markets, Inc., a Delaware corporation, and its successors, in its capacity as Joint Lead Arranger and Joint Book Manager and (ii) Banc of America Securities LLC , a Delaware corporation, and its successors, in its capacity as Joint Lead Arranger and Joint Book Manager.
Article means an article of
_____________
dt 266328
;
Banc One Capital
As referenced in this 364-Day Credit Agreement:
BANC ONE CAPITAL MARKETS, INC – AS ADMINISTRATIVE AGENT,
BANK OF AMERICA, N.A.,
AS SYNDICATION AGENT,
FLEET NATIONAL BANK,
AS DOCUMENTATION AGENT
AND
AMSOUTH BANK,
AS DOCUMENTATION AGENT
BANC ONE CAPITAL MARKETS, INC .
JOINT LEAD ARRANGER AND JOINT BOOK MANAGER
BANC OF AMERICA SECURITIES LLC
JOINT LEAD ARRANGER AND JOINT BOOK MANAGER
TABLE OF CONTENTS
_____________
Banc One Capital Markets, Inc – Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.
Arrangers means (i) Banc One Capital Markets, Inc ., a Delaware corporation, and its successors, in its capacity as Joint Lead Arranger and Joint Book Manager and (ii) Banc of America
_____________
Banc One Capital Markets, Inc – or other analogous rate of the new Agent.
10.13 Agent and Arranger Fees. The Borrower agrees to pay to the Agent and Banc One Capital Markets, Inc ., for their respective accounts, the fees agreed to by the Borrower, the
41
Agent and Banc One Capital Markets, Inc. pursuant to
_____________
Banc One Capital Markets, Inc – the Agent and Banc One Capital Markets, Inc., for their respective accounts, the fees agreed to by the Borrower, the
41
Agent and Banc One Capital Markets, Inc . pursuant to that certain letter agreement dated October 21, 2002, or as otherwise agreed from time to time.
10.14 Delegation to
_____________
dt 266649
;
More... |
Preview
Full Doc
| 2002 |
364-Day Credit Agreement
364-Day Credit Agreement (217K)
Doc #300509: Click preview link for longer preview.
364-DAY $325,000,000 CREDIT AGREEMENT
DATED AS OF NOVEMBER 30, 2001
AMONG
TORCHMARK CORPORATION,
THE LENDERS,
BANK ONE, NA,
AS ADMINISTRATIVE AGENT,
BANK OF AMERICA, N.A.,
AS SYNDICATION AGENT,
FLEET NATIONAL BANK,
AS DOCUMENTATION AGENT
AND
AMSOUTH BANK,
AS DOCUMENTATION AGENT
BANC ONE CAPITAL MARKETS, INC.
JOINT LEAD ARRANGER AND SOLE BOOK MANAGER
BANC OF AMERICA SECURITIES LLC
JOINT LEAD ARRANGER
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
` Page
----
{S} {C}
ARTICLE I DEFINITIONS........................................................................ 1
ARTICLE II THE CREDITS........................................................................ 12
2.1 Commitment................................................................................ 12
2.2 Required Payments; Termination............................................................ 12
2.3 Ratable Loans............................................................................. 13
2.4 Types of Advances......................................................................... 13
2.5 Facility Fee; Utilization Fee; Reductions and Increases in Aggregate Commitment........... 13
2.6 Minimum Amount of Each Advance............................................................ 14
2.7 Optional Principal Payments............................................................... 14
2.8 Method of Selecting Types and Interest Periods for New Advances........................... 14
2.9 Conversion and Continuation of Outstanding Advances....................................... 14
2.10 Changes in Interest Rate, etc............................................................. 15
2.11 Rates Applicable After Default............................................................ 15
2.12 Method of Payment......................................................................... 16
2.13 Noteless Agreement; Evidence of Indebtedness.............................................. 16
2.14 Telephonic Notices........................................................................ 17
2.15 Interest Payment Dates; Interest and Fee Basis............................................ 17
2.16 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions........... 17
2.17 Lending Installations..................................................................... 17
2.18 Non-Receipt of Funds by the Agent......................................................... 18
2.19 Replacement of Lender..................................................................... 18
ARTICLE III YIELD PROTECTION; TAXES............................................................ 19
3.1 Yield Protection.......................................................................... 19
3.2 Changes in Capital Adequacy Regulations................................................... 19
3.3 Availability of Types of Advances......................................................... 20
3.4 Funding Indemnification................................................................... 20
3.5 Taxes..................................................................................... 20
3.6 Lender Statements; Survival of Indemnity.................................................. 22
ARTICLE IV CONDITIONS PRECEDENT............................................................... 22
4.1 Initial Advance........................................................................... 22
4.2 Each Advance.............................................................................. 23
ARTICLE V REPRESENTATIONS AND WARRANTIES..................................................... 24
5.1 Corporate Existence and Standing.......................................................... 24
5.2 Authorization and Validity................................................................ 24
{/TABLE}
-i-
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
5.3 No Conflict; Government Consent........................................................... 24
5.4 Financial Statements...................................................................... 25
5.5 Material Adverse Change................................................................... 25
5.6 Taxes..................................................................................... 25
5.7 Litigation and Contingent Obligations..................................................... 25
5.8 Subsidiaries.............................................................................. 26
5.9 ERISA..................................................................................... 26
5.10 Accuracy of Information................................................................... 26
5.11 Regulation U.............................................................................. 26
5.12 Material Agreements....................................................................... 26
5.13 Compliance With Laws...................................................................... 26
5.14 Ownership of Properties................................................................... 27
5.15 Investment Company Act.................................................................... 27
5.16 Public Utility Holding Company Act........................................................ 27
5.17 Insurance Licenses........................................................................ 27
5.18 Defaults.................................................................................. 27
ARTICLE VI COVENANTS.......................................................................... 27
6.1 Financial Reporting....................................................................... 27
6.2 Use of Proceeds........................................................................... 29
6.3 Certain Notices........................................................................... 29
6.4 Conduct of Business....................................................................... 30
6.5 Taxes..................................................................................... 30
6.6 Insurance................................................................................. 30
6.7 Compliance with Laws...................................................................... 30
6.8 Maintenance of Properties................................................................. 30
6.9 Inspection................................................................................ 30
6.10 Merger.................................................................................... 31
6.11 Sale of Assets............................................................................ 31
6.12 Sale and Leaseback........................................................................ 31
6.13 Investments and Acquisitions.............................................................. 31
6.14 Liens..................................................................................... 31
6.15 Consolidated Net Worth.................................................................... 31
6.16 Ratio of Consolidated Indebtedness to Consolidated Capitalization......................... 31
6.17 Ratio of Consolidated Adjusted Net Income to Consolidated Interest Expense................ 31
6.18 Affiliates................................................................................ 31
6.19 Series A Preferred Securities............................................................. 32
ARTICLE VII DEFAULTS........................................................................... 32
7.1 Representations........................................................................... 32
7.2 Non-Payment............................................................................... 32
{/TABLE}
-ii-
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
7.3 Specific Defaults......................................................................... 32
7.4 Other Defaults............................................................................ 32
7.5 Cross-Default............................................................................. 32
7.6 Insolvency; Voluntary Proceedings......................................................... 32
7.7 Involuntary Proceedings................................................................... 33
7.8 Condemnation.............................................................................. 33
7.9 Judgment.................................................................................. 33
7.10 Unfunded Liabilities...................................................................... 33
7.11 Withdrawal Liability...................................................................... 33
7.12 Environmental............................................................................. 33
7.13 Change in Control......................................................................... 34
7.14 Licenses.................................................................................. 34
ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES..................................... 34
8.1 Acceleration.............................................................................. 34
8.2 Amendments................................................................................ 34
8.3 Preservation of Rights.................................................................... 35
ARTICLE IX GENERAL PROVISIONS................................................................. 35
9.1 Survival of Representations............................................................... 35
9.2 Governmental Regulation................................................................... 35
9.3 Headings.................................................................................. 36
9.4 Entire Agreement.......................................................................... 36
9.5 Several Obligations; Benefits of this Agreement........................................... 36
9.6 Expenses; Indemnification................................................................. 36
9.7 Numbers of Documents...................................................................... 37
9.8 Accounting................................................................................ 37
9.9 Severability of Provisions................................................................ 37
9.10 Nonliability of Lenders................................................................... 37
9.11 Confidentiality........................................................................... 37
9.12 Nonreliance............................................................................... 37
9.13 Disclosure................................................................................ 38
ARTICLE X THE AGENT.......................................................................... 38
10.1 Appointment; Nature of Relationship...................................................... 38
10.2 Powers................................................................................... 38
10.3 General Immunity......................................................................... 38
10.4 No Responsibility for Loans, Recitals, etc............................................... 38
10.5 Action on Instructions of Lenders........................................................ 39
10.6 Employment of Agents and Counsel......................................................... 39
{/TABLE}
-iii-
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
10.7 Reliance on Documents; Counsel.......................................................... 39
10.8 Agent's Reimbursement and Indemnification............................................... 39
10.9 Notice of Default....................................................................... 40
10.10 Rights as a Lender...................................................................... 40
10.11 Lender Credit Decision.................................................................. 40
10.12 Successor Agent......................................................................... 40
10.13 Agent and Arranger Fees................................................................. 41
10.14 Delegation to Affiliates................................................................ 41
10.15 Documentation Agents, Syndication Agent, etc............................................ 41
ARTICLE XI SETOFF; RATABLE PAYMENTS.......................................................... 42
11.1 Setoff.................................................................................. 42
11.2 Ratable Payments........................................................................ 42
ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS................................. 42
12.1 Successors and Assigns.................................................................. 42
12.2 Participations.......................................................................... 43
12.2.1 Permitted Participants; Effect....................................................... 43
12.2.2 Voting Rights........................................................................ 43
12.2.3 Benefit of Setoff.................................................................... 43
12.3 Assignments............................................................................. 43
12.3.1 Permitted Assignments................................................................ 43
12.3.2 Effect; Effective Date............................................................... 44
12.4 Dissemination of Information............................................................ 44
12.5 Tax Treatment........................................................................... 44
ARTICLE XIII NOTICES........................................................................... 45
13.1 Notices................................................................................. 45
13.2 Change of Address....................................................................... 45
ARTICLE XIV COUNTERPARTS...................................................................... 45
ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL...................... 45
15.1 CHOICE OF LAW........................................................................... 45
15.2 CONSENT TO JURISDICTION................................................................. 45
15.3 WAIVER OF JURY TRIAL.................................................................... 46
{/TABLE}
-iv-
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
Schedules
---------
Pricing Schedule
Schedule 1 Significant Subsidiaries
Schedule 2 Insurance Licenses
Exhibits
--------
Exhibit A Note
Exhibit B Compliance Certificate
Exhibit C Assignment
Exhibit D Money Transfer Instructions
{/TABLE}
-i-
{PAGE}
364-DAY CREDIT AGREEMENT
This Agreement, dated as of November 30, 2001, is among Torchmark
Corporation, the Lenders and Bank One, NA, a national banking association having
its principal office in Chicago, Illinois, as Agent. The parties hereto agree as
follows:
RECITALS
--------
A. The Borrower has requested the Lenders to make financial
accommodations to it in the aggregate principal amount of up to $325,000,000,
the proceeds of which will be used for the general corporate purposes of the
Borrower and its Subsidiaries (including repayment of maturing commercial paper
Indebtedness); and
B. The Lenders are willing to extend such financial accommodations on the
terms and conditions set forth herein.
ARTICLE I
DEFINITIONS
-----------
As used in this Agreement:
"Acquisition" means any transaction, or any series of related transactions,
consummated on or after the date of this Agreement, by which the Borrower or any
of its Subsidiaries (i) acquires any going business or all or substantially all
of the assets of any firm, corporation or division thereof, whether through
purchase of assets, merger or otherwise or (ii) directly or indirectly acquires
(in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage or voting power) of the outstanding
partnership interests of a partnership.
"Advance" means a borrowing hereunder, (i) made by the Lenders on the same
Borrowing Date, or (ii) converted or continued by the Lenders on the same date
of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurodollar
Loans, for the same Interest Period.
"Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.
{PAGE}
"Agent" means Bank One in its capacity as contractual representative of the
Lenders pursuant to Article X, and not in its individual capacity as a Lender,
and any successor Agent appointed pursuant to Article X.
"Agent Balance Transaction" means one or more receivables sales
transactions with respect to receivables arising out of advances made by AIL to
insurance agents in connection with life insurance policies underwritten by AIL.
"Aggregate Commitment" means the aggregate of the Commitments of all the
Lenders, as reduced or increased from time to time pursuant to the terms hereof.
"Agreement" means this credit agreement, as it may be amended or modified
and in effect from time to time.
"Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent with
that used in preparing the financial statements referred to in Section 5.4.
"AIL" means American Income Life Insurance Company, an Indiana insurance
company.
"Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.
"Annual Statement" means the annual statutory financial statement of any
Insurance Subsidiary required to be filed with the insurance commissioner (or
similar authority) of its jurisdiction of incorporation, which statement shall
be in the form required by such Insurance Subsidiary's jurisdiction of
incorporation or, if no specific form is so required, in the form of financial
statements recommended by the NAIC to be used for filing annual statutory
financial statements and shall contain the type of information recommended by
the NAIC to be disclosed therein, together with all exhibits or schedules filed
therewith.
"Applicable Facility Fee Rate" means, at any time, the percentage
determined in accordance with the Pricing Schedule at such time. The Applicable
Facility Fee Rate shall change as and when the Borrower Debt Rating changes. The
initial Applicable Facility Fee Rate shall be .09%.
"Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.
"Applicable Utilization Fee Rate" means, at any time, the percentage
determined in accordance with the Pricing Schedule at such time. The Applicable
Utilization Fee Rate shall change as and when the Borrower Debt Rating changes.
300509
|
Comerica Bank
As referenced in this 364-Day Credit Agreement:
COMERICA BANK
– Floor
New York, New York 10286
Attention: Linda Ventura
Telephone: (212) 635-6483
FAX: (212) 809-9520
-51-
{PAGE}
Commitments
-----------
$26,000,000 COMERICA BANK
By: /s/ Gerald R. Finney, Jr.
-------------------------------
Title: Vice President
---------------------------
Attention: Gerald Finney
Telephone: (972) 361-2546
FAX: (972) 361-2550
-52-
{PAGE}
_____________
dt 273576
;
AmSouth Bank
As referenced in this 364-Day Credit Agreement:
AMSOUTH BANK, – THE LENDERS,
BANK ONE, NA,
AS ADMINISTRATIVE AGENT,
BANK OF AMERICA, N.A.,
AS SYNDICATION AGENT,
FLEET NATIONAL BANK,
AS DOCUMENTATION AGENT
AND
AMSOUTH BANK,
AS DOCUMENTATION AGENT
BANC ONE CAPITAL MARKETS, INC.
JOINT LEAD ARRANGER AND SOLE BOOK MANAGER
BANC OF AMERICA SECURITIES LLC
JOINT LEAD
_____________
AMSOUTH BANK, – DE 10010H
Boston, Massachusetts 02110
Attention: David A. Bosselait
Telephone: (617) 434-3778
FAX: (617) 434-1096
-49-
{PAGE}
Commitments
-----------
$39,000,000 AMSOUTH BANK,
By: /s/ David A. Simmons
------------------------------
Title: Senior Vice President
--------------------------
1900 Fifth Avenue North
Birmingham, Alabama 35203
Attention: David A. Simmons
Telephone: (205)
_____________
dt 267598
;
|
BofA Securities
As referenced in this 364-Day Credit Agreement:
BANC OF AMERICA SECURITIES LLC – NATIONAL BANK,
AS DOCUMENTATION AGENT
AND
AMSOUTH BANK,
AS DOCUMENTATION AGENT
BANC ONE CAPITAL MARKETS, INC.
JOINT LEAD ARRANGER AND SOLE BOOK MANAGER
BANC OF AMERICA SECURITIES LLC
JOINT LEAD ARRANGER
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
` Page
----
{S} {C}
ARTICLE I DEFINITIONS........................................................................ 1
ARTICLE II THE CREDITS........................................................................ 12
2.
_____________
Banc of America Securities LLC – One Capital Markets, Inc., a Delaware
corporation, and its successors, in its capacity as Joint Lead Arranger and Sole
Book Runner and (ii) Banc of America Securities LLC , a Delaware corporation, and
its successors, in its capacity as Joint Lead Arranger.
"Article" means an article of this Agreement unless another
_____________
dt 266329
;
Banc One Capital
As referenced in this 364-Day Credit Agreement:
BANC ONE CAPITAL MARKETS, INC – AS ADMINISTRATIVE AGENT,
BANK OF AMERICA, N.A.,
AS SYNDICATION AGENT,
FLEET NATIONAL BANK,
AS DOCUMENTATION AGENT
AND
AMSOUTH BANK,
AS DOCUMENTATION AGENT
BANC ONE CAPITAL MARKETS, INC .
JOINT LEAD ARRANGER AND SOLE BOOK MANAGER
BANC OF AMERICA SECURITIES LLC
JOINT LEAD ARRANGER
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
` Page
----
{
_____________
Banc One Capital Markets, Inc – at such time. The Applicable
Utilization Fee Rate shall change as and when the Borrower Debt Rating changes.
-2-
{PAGE}
"Arrangers" means (i) Banc One Capital Markets, Inc ., a Delaware
corporation, and its successors, in its capacity as Joint Lead Arranger and Sole
Book Runner and (ii) Banc of America
_____________
Banc One Capital Markets, Inc – or other analogous rate of the new Agent.
10.13 Agent and Arranger Fees. The Borrower agrees to pay to the Agent
-----------------------
and Banc One Capital Markets, Inc ., for their respective accounts, the fees
agreed to by the Borrower, the Agent and Banc One Capital Markets, Inc. pursuant
to that
_____________
Banc One Capital Markets, Inc – to the Agent
-----------------------
and Banc One Capital Markets, Inc., for their respective accounts, the fees
agreed to by the Borrower, the Agent and Banc One Capital Markets, Inc . pursuant
to that certain letter agreement dated October 16, 2001, or as otherwise agreed
from time to time.
10.14 Delegation to
_____________
dt 266650
;
More... |
Preview
Full Doc
| 2004 |
364-Day Credit Agreement
364-Day Credit Agreement (203K)
Doc #310164: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
dated as of
June 14, 2004
among
TARGET CORPORATION,
THE BANKS LISTED HEREIN,
THE CO-DOCUMENTATION AGENTS LISTED HEREIN,
THE CO-SYNDICATION AGENTS LISTED HEREIN
and
BANK OF AMERICA, N.A.
AS ADMINISTRATIVE AGENT
and
BANC OF AMERICA SECURITIES LLC
AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER
TABLE OF CONTENTS
ARTICLE 1.
DEFINITIONS
. . .
310164
|
Comerica Bank
As referenced in this 364-Day Credit Agreement:
COMERICA BANK
– 000
STATE STREET BANK AND TRUST COMPANY
By:
Name:
Title:
$17,500,000
PNC BANK, N.A.
By:
Name:
Title:
$15,000,000
COMERICA BANK
By:
Name:
Title:
$12,500,000
MELLON BANK, N.A.
By:
Name:
Title:
$12,500,000
NATIONAL CITY BANK
By:
Name:
Title:
$
_____________
dt 309690
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
Citicorp USA, Inc – as its prime rate.
Rating Agency means S&P or Moodys.
Reference Banks means Bank of America, N.A., JPMorgan Chase Bank and Citicorp USA, Inc ., or the successors thereof, and Reference Bank means any one of such Reference Banks.
Refunding Borrowing means (i) a Committed Borrowing which,
_____________
CITICORP USA INC – 500,000.00
BANK OF AMERICA, N.A.
By:
Name:
Title:
$51,500,000
JPMORGAN CHASE BANK
By:
Name:
Title:
$51,500,000
CITICORP USA INC .
By:
Name:
Title:
$51,500,000
U.S. BANK NATIONAL ASSOCIATION
By:
Name:
Title:
$51,500,000
WACHOVIA BANK, NATIONAL ASSOCIATION
By:
_____________
CITICORP USA INC – OF AMERICA, N.A., as Administrative Agent
By:
Name:
Title:
CO-SYNDICATION AGENTS:
JPMORGAN CHASE BANK, as Co-Syndication Agent
By:
Name:
Title:
CITICORP USA INC ., as Co-Syndication Agent
By:
Name:
Title:
CO-DOCUMENTATION AGENTS:
U.S. BANK NATIONAL ASSOCIATION,
as Co-Documentation Agent
By:
Name:
Title:
_____________
dt 306254
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – Revolving Loans Outstandings has the meaning set forth in Section 2.18(f).
S&P means Standard & Poors Services, a division of The McGraw-Hill Companies, Inc .
Segment means a portion of the Term Loans (or all thereof) with respect to which a particular interest rate is (or is
_____________
dt 311921
;
|
Target
As referenced in this 364-Day Credit Agreement:
TARGET CORP – 99.A 7 a04-10061_1ex99da.htm EX-99.A
EXHIBIT (99)A
364-DAY CREDIT AGREEMENT
dated as of
June 14, 2004
among
TARGET CORP ORATION,
THE BANKS LISTED HEREIN,
THE CO-DOCUMENTATION AGENTS LISTED HEREIN,
THE CO-SYNDICATION AGENTS LISTED HEREIN
and
BANK OF AMERICA, N.A.
_____________
TARGET CORP – EXHIBIT J
Form of Borrowing Notice
364-DAY CREDIT AGREEMENT
THIS 364-DAY CREDIT AGREEMENT dated as of June 14, 2004 is among TARGET CORP ORATION, the BANKS listed on the signature pages hereof, the SENIOR MANAGING AGENTS, MANAGING AGENTS, CO-AGENTS, CO-DOCUMENTATION AGENTS and CO-SYNDICATION
_____________
Target Corp – with the applicable Notice of Term Loan Interest Rate Selection.
Benefitted Bank has the meaning set forth in Section 9.04.
Borrower means Target Corp oration, a Minnesota corporation, and its successors.
Borrowers 2004 Form 10-K means the Borrowers annual report on Form 10-K for the
_____________
TARGET CORP – have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
WITNESS:
TARGET CORP ORATION
By:
Name:
Sara J. Ross
Title:
Assistant Treasurer
1000 Nicollet Mall
Minneapolis, Minnesota 55403
Attention: Assistant Treasurer
Telecopy Number: (612) 761-5573
$
_____________
Target Corp – Name:
Title:
STATE STREET BANK AND TRUST
COMPANY, as Co-Agent
By:
Name:
Title:
EXHIBIT A
NOTE
[City], [State]
[Date]
For value received, Target Corp oration, a Minnesota corporation (the Borrower), promises to pay to the order of ________________ (the Bank), for the account of its Applicable Lending
_____________
dt 305500
;
BofA Securities
As referenced in this 364-Day Credit Agreement:
BANC OF AMERICA SECURITIES LLC – HEREIN,
THE CO-DOCUMENTATION AGENTS LISTED HEREIN,
THE CO-SYNDICATION AGENTS LISTED HEREIN
and
BANK OF AMERICA, N.A.
AS ADMINISTRATIVE AGENT
and
BANC OF AMERICA SECURITIES LLC
AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER
TABLE OF CONTENTS
ARTICLE 1.
DEFINITIONS
Section 1.01
Definitions
Section 1.02
Accounting
_____________
Banc of America Securities LLC – co-agents, the co-documentation agents and the co-syndication agents listed therein, and Bank of America, N.A. as administrative agent and Banc of America Securities LLC as sole lead arranger and sole book manager (the Existing Credit Agreement), and (2) the satisfaction of all obligations, termination of all
_____________
dt 326501
;
More... |
Preview
Full Doc
| 2003 |
364-Day Credit Agreement
364-Day Credit Agreement (210K)
Doc #310194: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
dated as of
June 16, 2003
among
TARGET CORPORATION,
THE BANKS LISTED HEREIN,
THE CO-DOCUMENTATION AGENTS LISTED HEREIN,
THE CO-SYNDICATION AGENTS LISTED HEREIN
and
BANK OF AMERICA, N.A.
AS ADMINISTRATIVE AGENT
and
BANC OF AMERICA SECURITIES LLC
AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER
TABLE OF CONTENTS
ARTICLE 1.
DEFINITIONS
Section 1. . . .
310194
|
Comerica Bank
As referenced in this 364-Day Credit Agreement:
COMERICA BANK
– Page
20 of 33
$17,500,000
MANUFACTURERS AND TRADERS TRUST
COMPANY
By:
Name:
Title:
Signature Page
21 of 33
$15,000,000
COMERICA BANK
By:
Name:
Title:
Signature Page
22 of 33
$12,500,000
MELLON BANK, N.A.
By:
Name:
Title:
Signature Page
23 of
_____________
dt 309693
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
Citicorp USA, Inc – as its prime rate.
Rating Agency means S&P or Moodys.
Reference Banks means Bank of America, N.A., Bank One, NA and Citicorp USA, Inc ., or the successors thereof, and Reference Bank means any one of such Reference Banks.
Refunding Borrowing means (i) a Committed Borrowing which,
_____________
dt 306255
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – Revolving Loans Outstandings has the meaning set forth in Section 2.18(f).
S&P means Standard & Poors Services, a division of The McGraw-Hill Companies, Inc .
12
Segment means a portion of the Term Loans (or all thereof) with respect to which a particular interest rate is (or
_____________
dt 311922
;
|
Target
As referenced in this 364-Day Credit Agreement:
TARGET CORP – EX-99.A 3 j2383_ex99da.htm EX-99.A
Exhibit 99.a
364-DAY CREDIT AGREEMENT
dated as of
June 16, 2003
among
TARGET CORP ORATION,
THE BANKS LISTED HEREIN,
THE CO-DOCUMENTATION AGENTS LISTED HEREIN,
THE CO-SYNDICATION AGENTS LISTED HEREIN
and
BANK OF AMERICA, N.A.
_____________
TARGET CORP – J
Form of Borrowing Notice
iii
364-DAY CREDIT AGREEMENT
THIS 364-DAY CREDIT AGREEMENT dated as of June 16, 2003 is among TARGET CORP ORATION, the BANKS listed on the signature pages hereof, the SENIOR MANAGING AGENTS, MANAGING AGENTS, CO-AGENTS, CO-DOCUMENTATION AGENTS and CO-SYNDICATION
_____________
Target Corp – with the applicable Notice of Term Loan Interest Rate Selection.
Benefitted Bank has the meaning set forth in Section 9.04.
Borrower means Target Corp oration, a Minnesota corporation, and its successors.
2
Borrowers 2003 Form 10-K means the Borrowers annual report on Form 10-K for
_____________
TARGET CORP – have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
WITNESS:
TARGET CORP ORATION
By:
Name:
Sara J. Ross
Title:
Assistant Treasurer
1000 Nicollet Mall
Minneapolis, Minnesota 55403
Attention: Assistant Treasurer
Telecopy Number: (612) 761-5573
_____________
Target Corp – OF NEW YORK, as Co-Agent
By:
Name:
Title:
Signature Page
33 of 33
EXHIBIT A
NOTE
[City], [State]
[Date]
For value received, Target Corp oration, a Minnesota corporation (the Borrower), promises to pay to the order of (the Bank), for the account of its Applicable Lending Office,
_____________
dt 305526
;
BofA Securities
As referenced in this 364-Day Credit Agreement:
BANC OF AMERICA SECURITIES LLC – HEREIN,
THE CO-DOCUMENTATION AGENTS LISTED HEREIN,
THE CO-SYNDICATION AGENTS LISTED HEREIN
and
BANK OF AMERICA, N.A.
AS ADMINISTRATIVE AGENT
and
BANC OF AMERICA SECURITIES LLC
AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER
TABLE OF CONTENTS
ARTICLE 1.
DEFINITIONS
Section 1.01
Definitions
Section 1.02
Accounting
_____________
Banc of America Securities LLC – co-agents, the co-documentation agents and the co-syndication agents listed therein, and Bank of America, N.A. as administrative agent and Banc of America Securities LLC as sole lead arranger and sole book manager (the Existing Credit Agreement), and (2) the satisfaction of all obligations, termination of all
_____________
dt 326503
;
More... |
Preview
Full Doc
| 2002 |
364-Day Credit Agreement
364-Day Credit Agreement (209K)
Doc #310214: Click preview link for longer preview.
CONFORMED
364-DAY CREDIT AGREEMENT
dated as of
June 18, 2002
among
TARGET CORPORATION,
THE BANKS LISTED HEREIN,
THE CO-DOCUMENTATION AGENTS LISTED HEREIN,
THE CO-SYNDICATION AGENTS LISTED HEREIN
and
BANK OF AMERICA, N.A.
AS ADMINISTRATIVE AGENT
and
BANC OF AMERICA SECURITIES LLC
AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER
TABLE OF CONTENTS
ARTICLE 1.
DEFINITIONS
Section 1.01
Definitions
Section 1.02
Accounting Terms and Determinations
ARTICLE 2.
THE CREDITS
Section 2. . . .
310214
|
Comerica Bank
As referenced in this 364-Day Credit Agreement:
COMERICA BANK
– Ellen Bender
Name:
Jo Ellen Bender
Title:
Managing Director
By:
/s/ Peter Labrie
Name:
Peter Labrie
Title:
Central Region Manager
$20,000,000
COMERICA BANK
By:
/s/ Timothy O'Rourke
Name:
Timothy O'Rourke
Title:
Vice President
$20,000,000
FIFTH THIRD BANK
By:
/s/ Andy Buschce
_____________
dt 309697
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
Citicorp USA, Inc – its prime rate.
"Rating Agency" means S&P or Moody's.
"Reference Banks" means Bank of America, N.A., Bank One, NA and Citicorp USA, Inc ., or the successors thereof, and "Reference Bank" means any one of such Reference Banks.
"Refunding Borrowing" means (i) a Committed Borrowing which,
_____________
CITICORP USA, INC – R. Hencheck
Title:
Director
$78,000,000
JPMORGAN CHASE BANK
By:
/s/ Teri Steusand
Name:
Teri Steusand
Title:
Vice President
$78,000,000
CITICORP USA, INC .
By:
/s/ Jean M. Bahnke
Name:
Jean M. Bahnke
Title:
Vice President
$65,000,000
U.S. BANK NATIONAL ASSOCIATION
By:
/s/
_____________
CITICORP USA, INC – U.S. BANK NATIONAL ASSOCIATION,
as Co-Documentation Agent
By:
/s/ Sam S. Pepper, Jr.
Name:
Sam S. Pepper, Jr.
Title:
Vice President
CITICORP USA, INC ., as Co-Documentation Agent
By:
/s/ Jean M. Bahnke
Name:
Jean M. Bahnke
Title:
Vice President
SCHEDULE I: SENIOR MANAGING AGENTS AND
_____________
dt 306257
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – Loans Outstandings" has the meaning set forth in Section 2.18(f).
"S&P" means Standard & Poor's Services, a division of The McGraw-Hill Companies, Inc .
"Segment" means a portion of the Term Loans (or all thereof) with respect to which a particular interest rate is (or is
_____________
dt 311924
;
|
Target
As referenced in this 364-Day Credit Agreement:
TARGET CORP – QuickLinks -- Click here to rapidly navigate through this document
Ex-10A
CONFORMED
364-DAY CREDIT AGREEMENT
dated as of
June 18, 2002
among
TARGET CORP ORATION,
THE BANKS LISTED HEREIN,
THE CO-DOCUMENTATION AGENTS LISTED HEREIN,
THE CO-SYNDICATION AGENTS LISTED HEREIN
and
BANK OF AMERICA, N.A.
_____________
TARGET CORP – EXHIBIT J
Form of Borrowing Notice
364-DAY CREDIT AGREEMENT
THIS 364-DAY CREDIT AGREEMENT dated as of June 18, 2002 is among TARGET CORP ORATION, the BANKS listed on the signature pages hereof, the SENIOR MANAGING AGENTS, MANAGING AGENTS, CO-AGENTS, CO-DOCUMENTATION AGENTS and CO-SYNDICATION
_____________
Target Corp – with the applicable Notice of Term Loan Interest Rate Selection.
"Benefitted Bank" has the meaning set forth in Section 9.04.
"Borrower" means Target Corp oration, a Minnesota corporation, and its successors.
"Borrower's 2002 Form 10-K" means the Borrower's annual report on Form 10-K
_____________
TARGET CORP – have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
WITNESS:
TARGET CORP ORATION
By:
/s/ Sara J. Ross
Name:
Sara J. Ross
Title:
Assistant Treasurer
777 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: Assistant Treasurer
Telecopy
_____________
Target Corp – N.A.
By:
/s/ Louis E. Flori
Name:
Louis E. Flori
Title:
Vice President
EXHIBIT A
NOTE
[City], [State]
[Date]
For value received, Target Corp oration, a Minnesota corporation (the "Borrower"), promises to pay to the order of (the "Bank"), for the account of its Applicable Lending Office,
_____________
dt 305544
;
BofA Securities
As referenced in this 364-Day Credit Agreement:
BANC OF AMERICA SECURITIES LLC – HEREIN,
THE CO-DOCUMENTATION AGENTS LISTED HEREIN,
THE CO-SYNDICATION AGENTS LISTED HEREIN
and
BANK OF AMERICA, N.A.
AS ADMINISTRATIVE AGENT
and
BANC OF AMERICA SECURITIES LLC
AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER
TABLE OF CONTENTS
ARTICLE 1.
DEFINITIONS
Section 1.01
Definitions
Section 1.02
Accounting
_____________
Banc of America Securities LLC – co-agents, the co-documentation agents and the co-syndication agents listed therein, and Bank of America, N.A. as administrative agent and Banc of America Securities LLC as sole lead arranger and sole book manager (the "Existing Credit Agreement"), and (2) the satisfaction of all obligations, termination of all
_____________
dt 326508
;
More... |
Preview
Full Doc
| 2004 |
364-Day Credit Agreement
364-Day Credit Agreement (229K)
Doc #310630: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
Dated as of June 22, 2004
Among
SPRINT CORPORATION
and
SPRINT CAPITAL CORPORATION
as Borrowers
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
CITIBANK, N.A.
as Administrative Agent
. . .
310630
|
Comerica Bank
As referenced in this 364-Day Credit Agreement:
COMERICA BANK
– 000,000 WESTDEUTSCHE LANDESBANK GIROZENTRALE
By: /s/ Richard J. Pearse
Title: Executive Director
By: /s/ Pascal Kabemba
Title: Associate Director
$20,000,000 COMERICA BANK
By: /s/ Mark J. Leveille
Title: CBO
$20,000,000 THE NORTHERN TRUST COMPANY
By: /s/ Ashish S. Bhagwat
Title: Vice President
_____________
dt 309708
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK N.V.
– Title: Director, Banking Products
Services, US
By: /s/ Doris Mesa
Title: Associate Director, Banking
Products Services, US
Senior Managing Agents
$55,000,000 ABN AMRO BANK N.V.
By: /s/ David Carrington
Title: Director
By: /s/ F. Madhany
Title: Associate
$55,000,000 LEHMAN BROTHERS BANK, FSB
By: /s/ Gary
_____________
dt 307785
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – Dated as of June 22, 2004
Among
SPRINT CORPORATION
and
SPRINT CAPITAL CORPORATION
as Borrowers
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
CITIBANK, N.A.
as Administrative Agent
CITIGROUP GLOBAL MARKETS INC.
and
J.P. MORGAN SECURITIES INC.
as Joint Lead Arrangers and Book Managers
JPMORGAN CHASE
_____________
CITIBANK, N.A. – with the
Company, the "Borrowers"), the banks, financial institutions and other
institutional lenders (the "Initial Lenders") listed on the signature pages
hereof, and CITIBANK, N.A. ("Citibank"), as administrative agent (together with
any successor administrative agent appointed pursuant to Section 8.06, the
"Administrative Agent") for the Lenders (
_____________
Citibank N.A. – 000
364-Day Credit Agreement dated as of June 24, 2003 among the Company and Sprint
Capital, as borrowers, the lenders parties thereto, Citibank N.A. , as
administrative agent, Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc., as joint lead arrangers and book managers, JPMorgan Chase
_____________
CITIBANK, N.A. – C. Piper, Vice President - Finance and
Assistant Treasurer
SPRINT CAPITAL CORPORATION
By: /s/ Dennis C. Piper
Dennis C. Piper, Vice President and Treasurer
CITIBANK, N.A. ,
as Administrative Agent
By: /s/ Carolyn A. Kee
Title: Vice President
40
{PAGE}
Lenders
Administrative Agent
Commitment
$97,500,000 CITIBANK, N.
_____________
CITIBANK, N.A. – CITIBANK, N.A.,
as Administrative Agent
By: /s/ Carolyn A. Kee
Title: Vice President
40
{PAGE}
Lenders
Administrative Agent
Commitment
$97,500,000 CITIBANK, N.A.
By: /s/ Carolyn A. Kee
Title: Vice President
Syndication Agent
$97,500,000 JPMORGAN CHASE BANK
By: /s/ Edmond DeForest
Title: Vice
_____________
dt 307422
;
|
EarthLink
As referenced in this 364-Day Credit Agreement:
Earthlink Inc. – such Subsidiary or
acquired by the Company or such Subsidiary,
(v) Liens arising in connection with capital leases,
(vi) Liens arising in connection with the monetization of common
shares of Earthlink Inc. owned by the Company and its Subsidiaries,
(vii) Liens arising in connection with the sale or financing of
accounts receivable permitted by Section 5.02(c)(vii),
(viii) other
_____________
dt 1302714
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – made by each of the
Lenders pursuant to Section 2.01.
"S&P" means Standard & Poor's Ratings Services, 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
_____________
dt 311929
;
More... |
Preview
Full Doc
| 2003 |
364-Day Credit Agreement
364-Day Credit Agreement (246K)
Doc #311691: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4.8
{SEQUENCE}5
{FILENAME}y66832a1exv4w8.txt
{DESCRIPTION}364-DAY CREDIT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.8
EXECUTION COUNTERPART
================================================================================
U.S. $250,000,000
364-DAY CREDIT AGREEMENT
Dated as of April 30, 2003
among
THE PEPSI BOTTLING GROUP, INC.
BOTTLING GROUP, LLC
THE LENDERS NAMED HEREIN
JPMORGAN CHASE BANK,
as Agent,
CITIGROUP GLOBAL MARKETS INC. and
BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arrangers and
Book Managers
and
CITIBANK, N.A.,
BANK OF AMERICA, N.A.,
CREDIT SUISSE FIRST BOSTON, and
DEUTSCHE BANK SECURITIES INC.
as Syndication Agents
================================================================================
{PAGE}
EXHIBIT 4.8
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I DEFINITIONS AND ACCOUNTING .................................................... 1
SECTION 1.01. Certain Defined Terms ............................................ 1
SECTION 1.02. Computation of Time Periods ...................................... 13
SECTION 1.03. Accounting Terms ................................................. 13
ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES ............................................ 13
SECTION 2.01. The Revolving Credit Advances .................................... 13
SECTION 2.02. Making the Revolving Credit Advances ............................. 14
SECTION 2.03. The Competitive Bid Advances ..................................... 15
SECTION 2.04. Fees ............................................................. 18
SECTION 2.05. Termination, Reduction or Increase of the Commitments ............ 19
SECTION 2.06. Repayment of Revolving Credit Advances, Evidence of
Indebtedness, Extension of Termination Date and Termed Out Loans ........ 22
SECTION 2.07. Interest on Revolving Credit Advances ............................ 24
SECTION 2.08. Interest Rate Determination ...................................... 24
SECTION 2.09. Optional Conversion of Revolving Credit Advances ................. 25
SECTION 2.10. Optional Prepayments of Revolving Credit Advances ................ 26
SECTION 2.11. Increased Costs .................................................. 26
SECTION 2.12. Illegality ....................................................... 27
SECTION 2.13. Payments and Computations ........................................ 27
SECTION 2.14. Taxes ............................................................ 28
SECTION 2.15. Sharing of Payments, Etc ......................................... 31
SECTION 2.16. Use of Proceeds .................................................. 31
SECTION 2.17. Borrowings by Borrowing Subsidiaries; Substitution of Borrower ... 31
SECTION 2.18. Mitigation Obligations ........................................... 32
ARTICLE III CONDITIONS TO EFFECTIVENESS AND ARTICLE II .................................. 33
SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03 .. 33
SECTION 3.02. Conditions Precedent to Each Revolving Credit Borrowing .......... 35
SECTION 3.03. Conditions Precedent to Each Competitive Bid Borrowing ........... 35
SECTION 3.04. Determinations Under Section 3.01 ................................ 36
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES ........................... 36
SECTION 4.01. Representations and Warranties of the Loan Parties ............... 36
ARTICLE V COVENANTS ..................................................................... 37
SECTION 5.01. Affirmative Covenants ............................................ 37
SECTION 5.02. Negative Covenants ............................................... 39
SECTION 5.03. Financial Covenants .............................................. 40
ARTICLE VI EVENTS OF DEFAULT ............................................................ 41
SECTION 6.01. Events of Default ................................................ 41
ARTICLE VII THE AGENT ................................................................... 43
ARTICLE VIII MISCELLANEOUS .............................................................. 45
SECTION 8.01. Amendments, Etc .................................................. 45
SECTION 8.02. Notices, Etc ..................................................... 45
SECTION 8.03. No Waiver; Remedies .............................................. 46
{/TABLE}
-i-
{PAGE}
{TABLE}
{CAPTION}
Page
----
{S} {C}
SECTION 8.04. Costs and Expenses ............................................... 46
SECTION 8.05. Right of Set-off ................................................. 47
SECTION 8.06. Binding Effect ................................................... 47
SECTION 8.07. Assignments and Participations ................................... 47
SECTION 8.08. Confidentiality .................................................. 51
SECTION 8.09. Governing Law .................................................... 51
SECTION 8.10. Execution in Counterparts ........................................ 51
SECTION 8.11. Jurisdiction, Etc ................................................ 51
SECTION 8.12. WAIVER OF JURY TRIAL ............................................. 52
ARTICLE IX COMPANY GUARANTEE ............................................................ 52
SECTION 9.01. Company Guarantee ................................................ 52
ARTICLE X SUBSIDIARY GUARANTEE .......................................................... 54
SECTION 10.01. Subsidiary Guarantee ............................................ 54
SECTION 10.02. Limitation of Guarantor's Liability ............................. 55
{/TABLE}
SCHEDULE 1 - LENDING OFFICES
SCHEDULE 2 - PRICING SCHEDULE
EXHIBIT A-1 - FORM OF NOTICE OF REVOLVING CREDIT BORROWING
EXHIBIT A-2 - FORM OF NOTICE OF COMPETITIVE BID BORROWING
EXHIBIT A-3 - FORM OF EXTENSION AGREEMENT
EXHIBIT B - FORM OF ASSIGNMENT AND ACCEPTANCE
EXHIBIT C - FORM OF OPINION OF GENERAL COUNSEL OF THE COMPANY
AND THE GUARANTOR
EXHIBIT D - FORM OF DESIGNATION LETTER
EXHIBIT E - FORM OF SUBSTITUTION LETTER
EXHIBIT F - FORM OF TERMINATION LETTER
-ii-
{PAGE}
CREDIT AGREEMENT
Dated as of April 30, 2003
THE PEPSI BOTTLING GROUP, INC., a Delaware corporation (the
"Company"), BOTTLING GROUP, LLC, a Delaware limited liability company (the
"Guarantor"), the banks, financial institutions and other institutional lenders
(the "Initial Lenders") listed on the signature pages hereof, and JPMORGAN CHASE
BANK ("JPMorgan"), as administrative agent (in such capacity, the "Agent") for
the Lenders (as hereinafter defined), agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING
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
311691
|
Comerica Bank
As referenced in this 364-Day Credit Agreement:
COMERICA BANK
– _____________________________________
Name:
Title:
$10,000,000 STATE STREET BANK AND TRUST COMPANY
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
$7,500,000 COMERICA BANK
By:_____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
{/TABLE}
Initial Lenders
{PAGE}
-5-
{TABLE}
{S} {C}
$7,500,000 WELLS FARGO BANK,
_____________
COMERICA BANK – New York, New York 10286
STATE STREET BANK AND 225 Franklin Street 225 Franklin Street
TRUST COMPANY Boston, MA 02110 Boston, MA 02110
COMERICA BANK 500 Woodward Avenue, 9th Floor 500 Woodward Avenue, 9th Floor
MC 3279 MC 3279
Detroit, Michigan 48275-3279 Detroit, Michigan 48275-3279
_____________
dt 309713
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – JPMORGAN CHASE BANK,
as Agent,
CITIGROUP GLOBAL MARKETS INC. and
BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arrangers and
Book Managers
and
CITIBANK, N.A. ,
BANK OF AMERICA, N.A.,
CREDIT SUISSE FIRST BOSTON, and
DEUTSCHE BANK SECURITIES INC.
as Syndication Agents
================================================================================
{PAGE}
EXHIBIT 4.8
TABLE
_____________
Citibank, N.A. – is no Moody's Rating or there is no S&P Rating shall be a Rating
Level 5 Period.
"Reference Banks" means JPMorgan, Citibank, N.A. and Bank of
America, N.A. (and any successors thereof).
"Related Parties" means, with respect to any specified Person, such
Person's
_____________
CITIBANK, N.A. – CHASE BANK,
as Agent
By:_____________________________________
Name:
Title:
364-Day Credit Agreement
{PAGE}
{TABLE}
{CAPTION}
COMMITMENT INITIAL LENDERS
---------- ---------------
{S} {C}
$25,000,000 CITIBANK, N.A.
By:_____________________________________
Name:
Title:
$25,000,000 BANK OF AMERICA, N.A.
By:_____________________________________
Name:
Title:
$25,000,000 CREDIT SUISSE FIRST
_____________
CITIBANK, N.A. – TOTAL OF THE COMMITMENTS
Initial Lenders
{PAGE}
SCHEDULE 1
LENDING OFFICES
{TABLE}
{CAPTION}
Lender Domestic Lending Office Eurodollar Lending Office
{S} {C} {C}
CITIBANK, N.A. 399 Park Avenue 399 Park Avenue
New York New York 10043 New York New York 10043
BANK OF AMERICA, N.A 901
_____________
dt 341172
;
Pepsi Bottling
As referenced in this 364-Day Credit Agreement:
PEPSI BOTTLING GROUP, INC – txt
{DESCRIPTION}364-DAY CREDIT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 4.8
EXECUTION COUNTERPART
========================================== |