Preview
Full Doc
 | 2003 |
180-Day Credit Agreement
180-Day Credit Agreement (262K)
Doc #898616: Click preview link for longer preview.
180-DAY
CREDIT AGREEMENT
DATED AS OF
SEPTEMBER 9, 2003
AMONG
NORTHERN ILLINOIS GAS COMPANY,
as Borrower,
THE FINANCIAL INSTITUTIONS PARTY HERETO,
as Lenders,
ABN AMRO BANK N.V.,
as Administrative Agent,
. . .
898616
|
National City
As referenced in this 180-Day Credit Agreement:
NATIONAL CITY BANK – Fadzmi Othman
-------------------------
Wan Fadzmi Othman
General Manager
STATE BANK OF INDIA, NEW YORK
By:/s/ A.K. Basu
-------------------------
Name: A.K. BASU
Its: SR. VICE PRESIDENT (CREDIT) and
AUTHORIZED SIGNATORY
NATIONAL CITY BANK OF MICHIGAN/ILLINOIS
By:/s/ Mark R. Long
-------------------------
Name: Mark R. Long
Its: Senior Vice President
SEAWAY NATIONAL BANK
By:/s/ Arlene Carruthers-Williams
-------------------------------
Name: Arlene Carruthers-Williams
Its: Senior _____________
National City Bank – US Bank, National Association $6,500,000
-----------------------------------------------------
-----------------------------------------------------
Wells Fargo Bank, National $6,500,000
Association
-----------------------------------------------------
-----------------------------------------------------
Malayan Banking Berhad $5,000,000
-----------------------------------------------------
-----------------------------------------------------
State Bank of India, New York $5,000,000
-----------------------------------------------------
-----------------------------------------------------
National City Bank of $5,000,000
Michigan/Illinois
-----------------------------------------------------
-----------------------------------------------------
Seaway National Bank $2,000,000
-----------------------------------------------------
<PAGE>
SCHEDULE 4
ADMINISTRATIVE AGENT'S NOTICE AND PAYMENT INFORMATION
Part A - Payments
Loan Repayments, Interest, _____________
dt 1525238
;
ABN AMRO Bank
As referenced in this 180-Day Credit Agreement:
ABN AMRO BANK N.V., – Form 10-Q
Exhibit 10.1
-----------------------------------------------------------------------------
180-DAY
CREDIT AGREEMENT
DATED AS OF
SEPTEMBER 9, 2003
AMONG
NORTHERN ILLINOIS GAS COMPANY,
as Borrower,
THE FINANCIAL INSTITUTIONS PARTY HERETO,
as Lenders,
ABN AMRO BANK N.V.,
as Administrative Agent,
BANK ONE, NA,
as Syndication Agent,
and
KEYBANK NATIONAL ASSOCIATION,
as Documentation Agent
-----------------------------------------------------------------------------
ABN AMRO INCORPORATED
as Arranger and Bookrunner
<PAGE>
TABLE OF CONTENTS
( _____________
ABN AMRO Bank N.V. – September 9, 2003 among Northern
Illinois Gas Company, an Illinois corporation (the "Borrower"), the financial
institutions from time to time party hereto (each a "Lender," and collectively
the "Lenders"), and ABN AMRO Bank N.V. in its capacity as agent for the Lenders
hereunder (in such capacity, the "Administrative Agent").
WITNESSETH THAT:
WHEREAS, the Borrower desires to obtain the several commitments of the
Lenders to _____________
ABN AMRO Bank
N.V., – to such withholding tax
pursuant to Section 9.4.
"Existing Bi-Lateral Credit Agreements" means those certain committed line
of credit agreements each among the Borrower, Nicor and each of ABN AMRO Bank
N.V., Societe Generale, Bank One, NA, Seaway National Bank, and The Northern
Trust Company.
"Facility Fee Rate" means the percentage set forth in Schedule 1 hereto
beside the then applicable _____________
ABN AMRO Bank N.V. – last day of each calendar quarter and at maturity
(whether by acceleration or otherwise).
"Base Rate" means for any day the greater of:
(i) the rate of interest announced by ABN AMRO Bank N.V. from time to
time as its prime rate, or equivalent, for U.S. Dollar loans within the
United States as in effect on such day, with any change in the _____________
ABN AMRO Bank N.V. – Period and bearing an interest rate equal to LIBOR for such Interest
Period.
SECTION 10......THE AGENT.
Section 10.1....Appointment and Authority. Each of the Lenders hereby
irrevocably appoints ABN AMRO Bank N.V. as its agent hereunder and under the
other Credit Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated _____________
dt 1470967
;
McGraw-Hill Companies
As referenced in this 180-Day Credit Agreement:
McGraw-Hill Companies, Inc – the Securities Act
of 1933, as amended.
10
<PAGE>
"S&P Rating" means the rating assigned by Standard & Poor's Ratings Group,
a division of The McGraw-Hill Companies, Inc . and any successor thereto that is
a nationally recognized rating agency to the outstanding senior unsecured
non-credit enhanced long-term indebtedness of the Borrower (or, if neither such
_____________
McGraw-Hill
Companies, Inc – Borrower). Any reference in
this Agreement to any specific rating is a reference to such rating as currently
defined by Standard & Poor's Ratings Group, a division of The McGraw-Hill
Companies, Inc . (or such a successor) and shall be deemed to refer to the
equivalent rating if such rating system changes.
"Solvent" means that (a) the fair value of a Person' _____________
dt 1516822
;
|
Nicor
As referenced in this 180-Day Credit Agreement:
Nicor Inc. – <DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit101.txt
<DESCRIPTION>180-DAY CREDIT AGREEMENT
<TEXT>
EXECUTION COPY
Nicor Inc.
Form 10-Q
Exhibit 10.1
-----------------------------------------------------------------------------
180-DAY
CREDIT AGREEMENT
DATED AS OF
SEPTEMBER 9, 2003
AMONG
NORTHERN ILLINOIS GAS COMPANY,
as Borrower,
THE FINANCIAL INSTITUTIONS PARTY HERETO,
as _____________
Nicor Inc. – as currently
defined by Moody's Investors Service, Inc. (or such a successor) and shall be
deemed to refer to the equivalent rating if such rating system changes.
"Nicor" means Nicor Inc. , an Illinois corporation.
"Nicor Gas Indenture" means that certain Indenture, dated as of January
1, 1954, between Commonwealth Edison Company and Continental Illinois National
Bank and Trust Company of _____________
Nicor Inc. – Authorized
Capital Stock, if
Subisidiary Name State of Origin Ownership not wholly owned
None
<PAGE>
SCHEDULE 7.13
PERMITTED INVESTMENTS
Set forth below is a description of the Nicor Inc. /Nicor Gas Cash Management
Policy
Nicor Gas
EFFECTIVE: June 1, 2003 POLICY ORDER A-18
SUPERSEDES: August 1, 1999 SUBJECT: Management of
Company Cash
Resources
REFERENCE:
------------------------------------------------------------------------
I. Responsibilities
The _____________
dt 1337215
;
Royal Bank
As referenced in this 180-Day Credit Agreement:
Royal Bank of Scotland plc
– Vice President
MIZUHO CORPORATE BANK, LTD.
By:/s/ Jun Shimmachi
-------------------------
Name: Jun Shimmachi
Its: Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION
By:/s/ Michael J. Kolosowsky
----------------------------
Michael J. Kolosowsky
Director
The Royal Bank of Scotland plc
By:/s/ Matthew J. Main
-------------------------
Name: Matthew J. Main
Its: Senior Vice President
LANDESBANK SACHSEN
GIROZENTRALE
By:/s/ O. Muller
-------------------------
Name: O. Muller
Its: Sachsen LB
International Department
By:/ _____________
dt 1500231
;
More... |
Preview
Full Doc
 | 2003 |
180-Day Credit Agreement
180-Day Credit Agreement (262K)
Doc #1580273: Click preview link for longer preview.
180-DAY
CREDIT AGREEMENT
DATED AS OF
SEPTEMBER 9, 2003
AMONG
NORTHERN ILLINOIS GAS COMPANY,
as Borrower,
THE FINANCIAL INSTITUTIONS PARTY HERETO,
as Lenders,
ABN AMRO BANK N.V.,
as Administrative Agent,
BANK . . .
1580273
|
National City
As referenced in this 180-Day Credit Agreement:
NATIONAL CITY BANK – Fadzmi Othman
-------------------------
Wan Fadzmi Othman
General Manager
STATE BANK OF INDIA, NEW YORK
By:/s/ A.K. Basu
-------------------------
Name: A.K. BASU
Its: SR. VICE PRESIDENT (CREDIT) and
AUTHORIZED SIGNATORY
NATIONAL CITY BANK OF MICHIGAN/ILLINOIS
By:/s/ Mark R. Long
-------------------------
Name: Mark R. Long
Its: Senior Vice President
SEAWAY NATIONAL BANK
By:/s/ Arlene Carruthers-Williams
-------------------------------
Name: Arlene Carruthers-Williams
Its: Senior _____________
National City Bank – US Bank, National Association $6,500,000
-----------------------------------------------------
-----------------------------------------------------
Wells Fargo Bank, National $6,500,000
Association
-----------------------------------------------------
-----------------------------------------------------
Malayan Banking Berhad $5,000,000
-----------------------------------------------------
-----------------------------------------------------
State Bank of India, New York $5,000,000
-----------------------------------------------------
-----------------------------------------------------
National City Bank of $5,000,000
Michigan/Illinois
-----------------------------------------------------
-----------------------------------------------------
Seaway National Bank $2,000,000
-----------------------------------------------------
SCHEDULE 4
ADMINISTRATIVE AGENT'S NOTICE AND PAYMENT INFORMATION
Part A - Payments
Loan Repayments, Interest, Fees:
ABN _____________
dt 1525559
;
ABN AMRO Bank
As referenced in this 180-Day Credit Agreement:
ABN AMRO BANK N.V., – Form 10-Q
Exhibit 10.1
-----------------------------------------------------------------------------
180-DAY
CREDIT AGREEMENT
DATED AS OF
SEPTEMBER 9, 2003
AMONG
NORTHERN ILLINOIS GAS COMPANY,
as Borrower,
THE FINANCIAL INSTITUTIONS PARTY HERETO,
as Lenders,
ABN AMRO BANK N.V.,
as Administrative Agent,
BANK ONE, NA,
as Syndication Agent,
and
KEYBANK NATIONAL ASSOCIATION,
as Documentation Agent
-----------------------------------------------------------------------------
ABN AMRO INCORPORATED
as Arranger and Bookrunner
TABLE OF CONTENTS
(This Table _____________
ABN AMRO Bank N.V. – September 9, 2003 among Northern
Illinois Gas Company, an Illinois corporation (the "Borrower"), the financial
institutions from time to time party hereto (each a "Lender," and collectively
the "Lenders"), and ABN AMRO Bank N.V. in its capacity as agent for the Lenders
hereunder (in such capacity, the "Administrative Agent").
WITNESSETH THAT:
WHEREAS, the Borrower desires to obtain the several commitments of the
Lenders to _____________
ABN AMRO Bank
N.V., – to such withholding tax
pursuant to Section 9.4.
"Existing Bi-Lateral Credit Agreements" means those certain committed line
of credit agreements each among the Borrower, Nicor and each of ABN AMRO Bank
N.V., Societe Generale, Bank One, NA, Seaway National Bank, and The Northern
Trust Company.
"Facility Fee Rate" means the percentage set forth in Schedule 1 hereto
beside the then applicable _____________
ABN AMRO Bank N.V. – last day of each calendar quarter and at maturity
(whether by acceleration or otherwise).
"Base Rate" means for any day the greater of:
(i) the rate of interest announced by ABN AMRO Bank N.V. from time to
time as its prime rate, or equivalent, for U.S. Dollar loans within the
United States as in effect on such day, with any change in the _____________
ABN AMRO Bank N.V. – Period and bearing an interest rate equal to LIBOR for such Interest
Period.
SECTION 10......THE AGENT.
Section 10.1....Appointment and Authority. Each of the Lenders hereby
irrevocably appoints ABN AMRO Bank N.V. as its agent hereunder and under the
other Credit Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated _____________
dt 1471286
;
McGraw-Hill Companies
As referenced in this 180-Day Credit Agreement:
McGraw-Hill Companies, Inc – Section 2(l) of the Securities Act
of 1933, as amended.
10
"S&P Rating" means the rating assigned by Standard & Poor's Ratings Group,
a division of The McGraw-Hill Companies, Inc . and any successor thereto that is
a nationally recognized rating agency to the outstanding senior unsecured
non-credit enhanced long-term indebtedness of the Borrower (or, if neither such
_____________
McGraw-Hill
Companies, Inc – and Borrower). Any reference in
this Agreement to any specific rating is a reference to such rating as currently
defined by Standard & Poor's Ratings Group, a division of The McGraw-Hill
Companies, Inc . (or such a successor) and shall be deemed to refer to the
equivalent rating if such rating system changes.
"Solvent" means that (a) the fair value of a Person' _____________
dt 1518123
;
|
Nicor
As referenced in this 180-Day Credit Agreement:
Nicor Inc. – as currently
defined by Moody's Investors Service, Inc. (or such a successor) and shall be
deemed to refer to the equivalent rating if such rating system changes.
"Nicor" means Nicor Inc. , an Illinois corporation.
"Nicor Gas Indenture" means that certain Indenture, dated as of January
1, 1954, between Commonwealth Edison Company and Continental Illinois National
Bank and Trust Company of _____________
Nicor Inc. – Subsidiary's
Authorized
Capital Stock, if
Subisidiary Name State of Origin Ownership not wholly owned
None
SCHEDULE 7.13
PERMITTED INVESTMENTS
Set forth below is a description of the Nicor Inc. /Nicor Gas Cash Management
Policy
Nicor Gas
EFFECTIVE: June 1, 2003 POLICY ORDER A-18
SUPERSEDES: August 1, 1999 SUBJECT: Management of
Company Cash
Resources
REFERENCE:
------------------------------------------------------------------------
I. Responsibilities
The _____________
dt 1337221
;
More... |
Preview
Full Doc
 | 2004 |
Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results
Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results (56K)
Doc #262793: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-99 {SEQUENCE}3 {FILENAME}ex99-1.txt {DESCRIPTION}EXHIBIT 99.1 {TEXT} {PAGE}
[GRAPHIC OMITTED] [GRAPHIC OMITTED] Pennsylvania Real Estate Investment Trust 200 South Broad Street Philadelphia, PA 19102 www.preit.com -------------
Phone: 215-875-0700 Fax: 215-546-7311 Toll Free: 866-875-0700
FOR FURTHER INFORMATION:
AT THE COMPANY AT KCSA PUBLIC RELATIONS WORLDWIDE -------------- ---------------------------------- Edward A. Glickman Evan Smith, CFA Erica Pettit Executive Vice President and CFO (Investor Relations) (Media Relations) (215) 875-0700 (212) 896-1251 (212) 896-1248
FOR IMMEDIATE RELEASE --------------------- February 25, 2004
Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results
Philadelphia, PA, February 25, 2004, Pennsylvania Real Estate Investment Trust ("PREIT") (NYSE: PEI) today announced the results for the fourth quarter and twelve months ended December 31, 2003. Net Income per share for the fourth quarter 2003 was $0.40 and for the calendar year 2003 was $9.61 per share. FFO per share for the fourth quarter 2003 was $0.83 and for the calendar year 2003 was $2.96 per share, at the high end of the Company's guidance of $2.84 to $2.96 per share that was provided in November 2003 and reaffirmed in February 2004.
2003 Highlights- Transforming Year o Acquired 6 shopping malls in the Philadelphia area from the Rouse Company. (press releases dated March 6, April 29, June 5)
o Disposed of its 19 multifamily property portfolio. (press releases dated March 6, June 2, July 29, September 25)
o Merged with Crown American Realty Trust. (press releases dated May 14, November 11, November 20)
o Refinanced Dartmouth Mall, Dartmouth, MA, and Moorestown Mall, Moorestown, NJ. (press release dated June 5)
o Issued 6.325 million common shares through a public offering. (press releases dated August 18, August 27)
o Acquired its partner's 70% share in Willow Grove Park, Willow Grove, PA. (press release dated September 4, 2003)
o Acquired a 6.08 acre parcel adjacent to Plymouth Meeting Mall, Plymouth Meeting, PA. (press release dated September 23)
o Increased Quarterly Dividend by 5.9%. (press release dated October 17)
o Completed a $500 million unsecured revolving Line of Credit. (press release dated November 20)
{PAGE} PREIT Announces Fourth Quarter 2003 Results February 25, 2004 Page 2
2003 Fourth Quarter Highlights o Net income for the 2003 fourth quarter increased to $11.5 million from $7.3 million in the 2002 fourth quarter. Fourth quarter 2003 net income includes income from discontinued operations of $1.3 million compared to $2.0 million in the fourth quarter of 2002.
o Net income per share for the 2003 fourth quarter was $0.40, a decrease from $0.45 in the 2002 fourth quarter. Fourth quarter 2003 net income per share includes income from discontinued operations of $0.05 per share compared to $0.12 per share in the fourth quarter of 2002.
o Funds From Operations (FFO) for the 2003 fourth quarter increased 68.4% to $26.2 million from $15.6 million in the 2002 fourth quarter.
o FFO per share was $0.83 for the 2003 fourth quarter compared to $0.85 in the 2002 fourth quarter.
o Net Operating Income (NOI) for the 2003 fourth quarter increased to $55.6 million from $20.8 million for the 2002 fourth quarter.
o Same store NOI for the Company's retail portfolio increased by 1.7% from the 2002 fourth quarter.
During 2003, the Company completed the sale of all the properties and joint venture investments that comprised its multifamily portfolio. The 15 wholly-owned multifamily properties are classified as discontinued operations on the consolidated statement of income. The four joint-venture multifamily properties are included as continuing operations. The Company's presentation of NOI and mortgage notes within this press release for periods prior to the fourth quarter of 2003 has been revised to reflect this classification.
Also, as of December 31, 2003, six properties that were acquired in the merger with Crown American Realty Trust ("Crown") that the Company is currently marketing for sale are classified as assets held for sale on the consolidated balance sheet and as discontinued operations on the income statement. The six properties are Bradley Square Mall, Cleveland Tennessee; Martinsburg Mall, Martinsburg West Virginia; Mount Berry Square Mall, Rome Georgia; Schuykill Mall, Frackville Pennsylvania; Shenango Valley Mall Hermitage, Pennsylvania; and West Manchester Mall York, Pennsylvania.
Fourth Quarter Results
Net income for the fourth quarter ended December 31, 2003 was $11,502,000, or $0.40 per share, on 28,787,000 weighted average shares of beneficial interest outstanding, compared with $7,331,000, or $0.45 per share, on 16,451,000 weighted average shares of beneficial interest outstanding for the 2002 fourth quarter. Net income for the fourth quarter of 2003 included a $4,457,000 gain on sale of the Company's joint-venture interest in Countrywood Apartments, Tampa, Florida. The gain recognition had been deferred as the buyer's initial investment did not meet the criteria for gain recognition until the purchase money mortgage was paid in full in December 2003.
For the fourth quarter ended December 31, 2003, the Company's total FFO increased 68.4% to $26,192,000 from $15,552,000 for the comparable three-month period in 2002. A reconciliation of net income to FFO can be found on page 11.
{PAGE} PREIT Announces Fourth Quarter 2003 Results February 25, 2004 Page 3
FFO per share was $0.83 in the fourth quarter of 2003 compared to $0.85 in the fourth quarter of 2002.
Weighted average shares of beneficial interest/Operating Partnership units outstanding (collectively, shares) increased by 74.3% to 31,744,000 for the quarter ended December 31, 2003 from 18,210,000 for the quarter ended December
262793
|
National City
As referenced in this Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results:
National City Bank, – Eurohypo AG, New York Branch, and Wachovia Bank National
Association as Managing Agents; and Union Bank of California, Allied Irish Bank,
Citizens Bank, National City Bank, Wilmington Trust, Bank of America, Citigroup
and Firstrust Bank.
Subsequent Events
The Company announced on February 6, 2004 that it had chosen _____________
dt 142160
;
Eurohypo
As referenced in this Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results:
Eurohypo AG, – National Bank as Syndication Agents; Commerzbank AG, New York and Cayman
Branches, and Manufacturers & Traders Trust Company as Documentation Agents;
Bank One, NA, Eurohypo AG, New York Branch, and Wachovia Bank National
Association as Managing Agents; and Union Bank of California, Allied Irish Bank,
Citizens Bank, National _____________
dt 266562
;
PREIT
As referenced in this Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results:
Pennsylvania Real Estate Investment Trust
– {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}ex99-1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
[GRAPHIC OMITTED] [GRAPHIC OMITTED] Pennsylvania Real Estate Investment Trust
200 South Broad Street
Philadelphia, PA 19102
www.preit.com
-------------
Phone: 215-875-0700
Fax: 215-546-7311
Toll Free: 866-875- _____________
Pennsylvania Real Estate Investment Trust – Vice President and CFO (Investor Relations) (Media Relations)
(215) 875-0700 (212) 896-1251 (212) 896-1248
FOR IMMEDIATE RELEASE
---------------------
February 25, 2004
Pennsylvania Real Estate Investment Trust Reports
2003 Fourth Quarter & Twelve Month Results
Philadelphia, PA, February 25, 2004, Pennsylvania Real Estate Investment Trust
("PREIT") (NYSE: PEI) today announced the _____________
Pennsylvania Real Estate Investment Trust
– FOR IMMEDIATE RELEASE
---------------------
February 25, 2004
Pennsylvania Real Estate Investment Trust Reports
2003 Fourth Quarter & Twelve Month Results
Philadelphia, PA, February 25, 2004, Pennsylvania Real Estate Investment Trust
("PREIT") (NYSE: PEI) today announced the results for the fourth quarter and
twelve months ended December 31, 2003. Net Income per share _____________
Pennsylvania Real Estate Investment Trust
– 888) 203-1112 or (719)
457-0820 (Passcode: 301480). The online archive of the webcast will be available
over the same period.
About Pennsylvania Real Estate Investment Trust
Pennsylvania Real Estate Investment Trust, founded in 1960 and one of the first
equity REITs in the U.S., has a primary _____________
Pennsylvania Real Estate Investment Trust, – 457-0820 (Passcode: 301480). The online archive of the webcast will be available
over the same period.
About Pennsylvania Real Estate Investment Trust
Pennsylvania Real Estate Investment Trust, founded in 1960 and one of the first
equity REITs in the U.S., has a primary investment focus on retail shopping
_____________
dt 145094
;
|
Rouse
As referenced in this Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results:
Rouse Co – in November 2003 and reaffirmed in February 2004.
2003 Highlights- Transforming Year
o Acquired 6 shopping malls in the Philadelphia area from the Rouse Co mpany.
(press releases dated March 6, April 29, June 5)
o Disposed of its 19 multifamily property portfolio. (press releases dated
March 6, _____________
Rouse Co – of the Company's merger with Crown on November 20, 2003. The results
also reflect the acquisition of six shopping malls from The Rouse Co mpany and
the remaining 70% interest in Willow Grove Park, Willow Grove, Pennsylvania
prior to the fourth quarter. The increase in FFO and _____________
Rouse Co – Pennsylvania as a result of the Company's merger with Crown. The results
also reflect the acquisition of six shopping malls from The Rouse Co mpany and
the remaining 70% interest in Willow Grove Park, Willow Grove, Pennsylvania. The
increase in FFO and NOI from these acquisitions was _____________
Rouse Co – date of December 15, 2003, and approximately $6,400,000 in costs
associated with the acquisition of the six shopping malls from The Rouse Co mpany
and the merger with Crown. The increase in net income was primarily due to the
gain on sale of the multifamily portfolio.
_____________
Rouse Co – total intangible assets of $168
million, which also includes $31 million recorded in connection with the
acquisition of the six properties from the Rouse Co mpany earlier this year.
Strategic Update
Ronald Rubin, Chairman and Chief Executive Officer of PREIT, said, "In 2003,
PREIT achieved several key milestones _____________
dt 143557
;
Bank One
As referenced in this Pennsylvania Real Estate Investment Trust Reports 2003 Fourth Quarter & Twelve Month Results:
Bank One, NA – Association and Fleet
National Bank as Syndication Agents; Commerzbank AG, New York and Cayman
Branches, and Manufacturers & Traders Trust Company as Documentation Agents;
Bank One, NA , Eurohypo AG, New York Branch, and Wachovia Bank National
Association as Managing Agents; and Union Bank of California, Allied Irish Bank,
Citizens _____________
dt 162560
;
More... |
Preview
Full Doc
 | 2003 |
364-Day Credit Agreement [Amended and Restated]
364-Day Credit Agreement [Amended and Restated] (251K)
Doc #193720: Click preview link for longer preview.
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
dated as of
July 1, 2003
among
ANTHEM, INC.
The Lenders Party Hereto
and
JPMORGAN CHASE BANK,
as Administrative Agent
BANK OF AMERICA, N.A.,
as Syndication Agent
WACHOVIA BANK, NATIONAL ASSOCIATION
as Syndication Agent
FLEET NATIONAL BANK,
as Documentation Agent
WILLIAM STREET COMMITMENT CORPORATION,
as Documentation Agent
J.P. MORGAN SECURITIES INC.,
as Sole Lead Arranger and Sole Bookrunner
. . .
193720
|
National City
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
National City Bank – Name: Bradley J. Kronland
Title: Assistant Vice President
Morgan Stanley Bank
by
/s/Jaap L. Tonckens
Name: Jaap L. Tonckens
Title: Vice President
National City Bank of Indiana
by
/s/Thomas E. Bale
Name: Thomas E. Bale
Title: Vice President
PNC Bank, National Association
by
/s/Richard M. Ellis
_____________
National City Bank – Fargo Bank, National Association
$
17,500,000.00
Union Planters Bank
$
17,500,000.00
PNC Bank, National Association
$
12,500,000.00
National City Bank of Indiana
$
12,500,000.00
Fifth Third Bank
$
12,500,000.00
Total
$
600,000,000.00
SCHEDULE 3.08
Litigation and _____________
dt 103601
;
Anthem
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
ANTHEM, INC – RESTATED 364-DAY CREDIT AGREEMENT
Exhibit 4.12(i)
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
dated as of
July 1, 2003
among
ANTHEM, INC .
The Lenders Party Hereto
and
JPMORGAN CHASE BANK,
as Administrative Agent
BANK OF AMERICA, N.A.,
as Syndication Agent
WACHOVIA BANK, NATIONAL _____________
Anthem, Inc – for the Borrower
Exhibit C Form of Opinion of David R. Frick, Esq., Executive Vice President and Chief Legal and Administrative Officer of
Anthem, Inc .
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of July 1, 2003, among ANTHEM, INC.; the LENDERS party hereto; JPMORGAN CHASE _____________
ANTHEM, INC – and Chief Legal and Administrative Officer of
Anthem, Inc.
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of July 1, 2003, among ANTHEM, INC .; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent; BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication _____________
Anthem, Inc – permitted by such insurance commissioner (or such similar authority) to be disclosed therein, together with all exhibits or schedules filed therewith.
AI means Anthem, Inc ., an Indiana corporation.
Applicable Percentage means, with respect to any Lender, the percentage of the total Commitments represented by such Lenders Commitment. _____________
Anthem, Inc – overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:
(a) if to the Borrower, to it at Anthem, Inc ., 120 Monument Circle, Indianapolis, Indiana 46204, Attention of Treasurer (Telecopy No. 317-488-6160);
(b) if to the Administrative Agent, to JPMorgan _____________
dt 230769
;
Citibank
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
Citibank, N.A. – National Bank
$
52,500,000.00
Wachovia Bank, N.A.
$
52,500,000.00
The Bank of New York
$
40,000,000.00
Citibank, N.A.
$
40,000,000.00
Branch Banking & Trust Company
$
40,000,000.00
LaSalle Bank National Association
$
30,000,000.00
UBS AG
$
_____________
dt 146279
;
|
Humana
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
Humana, Inc – of Cincinnati and A. Lee Greiner, M.D., Victor Schmelzer, M.D., and Karl S. Ulicny, Jr., M.D. v. Aetna Health, Inc., Humana, Inc ., Anthem Blue Cross and Blue Shield, and United Health Care, Inc., No. 02-CI-903 was filed on June 27, 2002 in _____________
dt 230951
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
McGraw-Hill Companies, Inc – the Financial Statements referred to in Section 3.05(c) and (d).
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc .
Securities Act means the Securities Act of 1933, as amended.
Single Employer Plan means a Plan subject to Title IV of ERISA _____________
dt 311172
;
More... |
Preview
Full Doc
 | 2001 | |
National City
As referenced in this 364-Day Credit Agreement:
NATIONAL CITY BANK
– 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 BANK
By
---------------------------------------------------
Title:
SCOTIABANC, INC.
By
---------------------------------------------------
Title:
THE BANK OF NEW YORK
By
---------------------------------------------------
Title:
7
{/TEXT}
{/DOCUMENT} _____________
dt 103650
;
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
 | 2000 |
364-Day Credit Agreement
364-Day Credit Agreement (185K)
Doc #214394: Click preview link for longer preview.
RPM, INC.
364-DAY CREDIT AGREEMENT
Dated as of July 14, 2000
$200,000,000
THE CHASE MANHATTAN BANK
as Administrative Agent
************************************************************
CHASE SECURITIES INC.
Book Manager and Lead Arranger
{PAGE} 2
TABLE OF CONTENTS
----------------------
PAGE ----
SECTION 1. Definitions and Accounting Matters --------------------------------------------- 1.01 Certain Defined Terms..............................................1 1.02 Accounting Terms and Determinations...............................12 1.03 Class and Types of Loans..........................................12
SECTION 2. Commitments ---------------------- 2.01 Loans.............................................................13 2.02 Reductions of Commitments.........................................14 2.03 Fees..............................................................15 2.04 Lending Offices...................................................16 2.05 Several Obligations...............................................16 2.06 Notes.............................................................16 2.07 Use of Proceeds...................................................16
SECTION 3. Borrowings, Conversions and Prepayments --------------------------------------------------
3.01 Borrowings........................................................17 3.02 Prepayments and Conversions.......................................17 3.03 Competitive Bid Procedure.........................................17
SECTION 4. Payments of Principal and Interest ---------------------------------------------
4.01 Repayment of Loans................................................20 4.02 Interest..........................................................20
SECTION 5. Payments; Pro Rata Treatment; Computations; Etc ----------------------------------------------------------
5.01 Payments..........................................................22 5.02 Pro Rata Treatment................................................23 5.03 Computations......................................................23 5.04 Minimum and Maximum Amounts; Types................................23 5.05 Certain Notices...................................................23 5.06 Non-Receipt of Funds by the Administrative Agent..................24 5.07 Sharing of Payments, Etc..........................................25 5.08 Taxes.............................................................25
SECTION 6. Yield Protection and Illegality ------------------------------------------ 6.01 Additional Costs..................................................28 6.02 Limitation on Types of Loans......................................29 6.03 Illegality........................................................30 6.04 Substitute Base Rate Loans........................................30
{PAGE} 3
PAGE ----
6.05 Compensation......................................................31 6.06 Capital Adequacy..................................................31 6.07 Substitution of Lender............................................32
SECTION 7. Conditions Precedent ------------------------------- 7.01 Initial Loans.....................................................32 7.02 Initial and Subsequent Loans......................................33
SECTION 8. Representations and Warranties ----------------------------------------- 8.01 Corporate Existence...............................................34 8.02 Information.......................................................34 8.03 Litigation........................................................35 8.04 No Breach.........................................................35 8.05 Corporate Action..................................................36 8.06 Approvals.........................................................36 8.07 Regulations U and X...............................................36 8.08 ERISA.............................................................36 8.09 Taxes.............................................................37 8.10 Subsidiaries......................................................37 8.11 Investment Company Act............................................37 8.12 Public Utility Holding Company Act................................37 8.13 Ownership and Use of Properties...................................37 8.14 Environmental Matters.............................................37
SECTION 9. Covenants -------------------- 9.01 Information.......................................................38 9.02 Taxes and Claims..................................................40 9.03 Insurance.........................................................40 9.04 Maintenance of Existence; Conduct of Business.....................40 9.05 Maintenance of and Access to Properties...........................40 9.06 Compliance with Applicable Laws...................................41 9.07 Litigation........................................................41 9.08 Leverage Ratio....................................................41 9.09 Interest Coverage Ratio...........................................41 9.10 Mergers, Asset Dispositions, Etc..................................41 9.11 Liens.............................................................41 9.12 Investments.......................................................42 9.13 Transactions with Affiliates......................................43 9.14 Lines of Business.................................................43 9.15 Environmental Matters.............................................43 9.16 Lease Payments....................................................44
ii
{PAGE} 4
PAGE ----
SECTION 10. Defaults -------------------- 10.01 Events of Default.................................................44
SECTION 11. The Administrative Agent ------------------------------------ 11.01 Appointment, Powers and Immunities................................47 11.02 Reliance by Administrative Agent..................................48 11.03 Defaults..........................................................48 11.04 Rights as a Lender................................................48 11.05 Indemnification...................................................49 11.06 Non-Reliance on Administrative Agent and Other Lenders............49 11.07 Failure to Act....................................................49 11.08 Resignation or Removal of Administrative Agent....................50
SECTION 12. Miscellaneous ------------------------- 12.01 Waiver............................................................50 12.02 Notices...........................................................51 12.03 Expenses, Etc.....................................................51 12.04 Indemnification...................................................51 12.05 Amendments, Etc...................................................51 12.06 Successors and Assigns............................................52 12.07 Confidentiality...................................................53 12.08 Survival..........................................................54 12.09 Captions..........................................................54 12.10 Counterparts; Integration.........................................54 12.11 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL........................................................54 12.12 Waiver and Termination of Existing Credit Agreements..............55
iii
{PAGE} 5
SCHEDULES ---------
SCHEDULE I - Subsidiaries and Joint Ventures
EXHIBITS --------
EXHIBIT A - Form of Note EXHIBIT B-1 - Form of Opinion of Counsel to the Company
EXHIBIT B-2 - Form of Opinion of General Counsel of the Company EXHIBIT C - Form of Opinion of Special Counsel to the Administrative Agent
iv
{PAGE} 6
CREDIT AGREEMENT
AGREEMENT dated as of July 14, 2000 among: RPM, INC., a corporation duly organized and validly existing under the laws of the State of Ohio (together with its successors, the "COMPANY"); each of the lenders which is or which may from time to time become a signatory hereto (individually, together with its successors, a "LENDER" and, collectively, together with their respective successors, the "LENDERS"); and THE CHASE MANHATTAN BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "ADMINISTRATIVE AGENT").
The parties hereto agree as follows:
SECTION 1. Definitions and Accounting Matters.
1.01 Certain Defined Terms. As used herein, the following terms shall have the following meanings (all terms defined in this Section 1.01 or in other provisions of this Agreement in the singular to have the same meanings when used in the plural and vice versa):
"ABSOLUTE RATE" shall mean, with respect to any Competitive Loan (other than a Eurodollar Competitive Loan), the fixed rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid.
"ACCEPTABLE INSURER" means an insurance company (i) having an A.M. Best rating of "A-" or better and being in a financial size category of X or larger (as such category is defined as of the date hereof) or (ii) otherwise acceptable to the Majority Lenders. First Colonial Insurance Company, a wholly-owned Subsidiary of the Company, is deemed to be acceptable with respect to the dollar amount of insurance it is providing on the date of this Agreement.
"AFFILIATE" shall mean, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person and, if such Person is an individual, any member of the immediate family (including parents, siblings, spouse, children, stepchildren, nephews, nieces and grandchildren) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any Person who is controlled by any such member or trust. As used in this definition, "CONTROL" (including, with correlative meanings, "CONTROLLED BY" and "UNDER COMMON CONTROL WITH") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or
{PAGE} 7
otherwise), provided that, in any event, any Person which owns directly or indirectly more than 5% of the securities having ordinary voting power for the election of directors or other governing body of a corporation or more than 5% of the partnership or other ownership interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.
"APPLICABLE LENDING OFFICE" shall mean, for each Lender and for each Type of Loan, the Lending Office of such Lender (or of an affiliate of such Lender) specified by such Lender from time to time to the Administrative Agent and the Company as the office by which its Loans of such Type are to be made and/or issued and maintained.
"BANKRUPTCY CODE" shall mean the United States Bankruptcy Code, as now or hereafter in effect, or any successor statute.
"BASE RATE" shall mean, with respect to any Base Rate Loan for any day, the rate per annum equal to the higher as of such day of (i) the Federal Funds Rate plus 1/2 of 1% or (ii) the Prime Rate.
"BASE RATE LOANS" shall mean Loans which bear interest at a rate based upon the Base Rate.
"BASIC DOCUMENTS" shall mean this Agreement and the Notes.
"BUSINESS DAY" shall mean any day other than a day on which commercial banks are authorized or required to close in New York City and, where such term is used in the definition of "Quarterly Date" in this Section 1.01 or if such
214394
|
National City
As referenced in this 364-Day Credit Agreement:
National City Bank, – York 10017.
"QUARTERLY DATES" shall mean the last Business Day of each March, June,
September and December.
"REFERENCE LENDERS" shall mean each of National City Bank, KeyBank
National Association and Chase.
"REGULATION D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System as _____________
NATIONAL CITY BANK
– Vice President
Address for Notices:
127 Public Square
Cleveland, Ohio 44114
Attention: Diane Cox
Telecopy Number: 216-689-4981
57
{PAGE} 63
Commitment: NATIONAL CITY BANK
$23,714,285.71
By /s/ Terri L. Cable
---------------------------------
Title: Senior Vice President
Address for Notices:
National City Bank
1900 E. Ninth _____________
National City Bank
– 57
{PAGE} 63
Commitment: NATIONAL CITY BANK
$23,714,285.71
By /s/ Terri L. Cable
---------------------------------
Title: Senior Vice President
Address for Notices:
National City Bank
1900 E. Ninth Street - Loc. #2077
Cleveland, OH 44114
Attention: Revette Vickerstaff
Telecopy Number: 216-488-7110
58
{PAGE} 64
Commitment: BANK _____________
dt 103669
;
BofA
As referenced in this 364-Day Credit Agreement:
BANK OF AMERICA, – Cleveland, OH 44114
Attention: Revette Vickerstaff
Telecopy Number: 216-488-7110
58
{PAGE} 64
Commitment: BANK OF AMERICA, N.A.
$18,571,428.57
By /s/ Richard G. Parkhurst, Jr.
------------------------------
Title: Managing
dt 40883
;
BNY
As referenced in this 364-Day Credit Agreement:
Bank of New York – System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (a) if such day is BANK OF NEW YORK
– D. Barrett
Senior Vice President
Telecopy Number: 216-623-9208
67
{PAGE} 73
Commitment: THE BANK OF NEW YORK
$5,714,285.71
By /s/ Walter C. Parelli
---------------------------------
Title: Vice President
Address for Bank of New York
– 714,285.71
By /s/ Walter C. Parelli
---------------------------------
Title: Vice President
Address for Notices:
The Bank of New York
One Wall Street, 21 Fl.
New York, NY 10286
Attention: Kenneth R. McDonnell
Telecopy
dt 43144
;
|
Chase Manhattan
As referenced in this 364-Day Credit Agreement:
CHASE MANHATTAN BANK
– PAGE} 1
Exhibit 10.15
CONFORMED COPY
************************************************************
RPM, INC.
364-DAY
CREDIT AGREEMENT
Dated as of July 14, 2000
$200,000,000
THE CHASE MANHATTAN BANK
as Administrative Agent
************************************************************
CHASE SECURITIES INC.
Book Manager and Lead Arranger
{PAGE} 2
TABLE OF CONTENTS
----------------------
PAGE
----
SECTION 1. Definitions and Accounting _____________
CHASE MANHATTAN BANK, – time become a signatory hereto (individually, together
with its successors, a "LENDER" and, collectively, together with their
respective successors, the "LENDERS"); and THE CHASE MANHATTAN BANK, as
administrative agent for the Lenders (in such capacity, together with its
successors in such capacity, the "ADMINISTRATIVE AGENT").
The parties hereto _____________
Chase Manhattan Bank – Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended from time to time, and
regulations promulgated thereunder.
"CHASE" shall mean The Chase Manhattan Bank and its successors.
"CLASS" shall have the meaning assigned to such term in Section 1.03
hereof.
"CLOSING DATE" shall mean the date _____________
CHASE MANHATTAN BANK
– 777
Medina, Ohio 44258
Attention: Chief Financial Officer
Telephone Number: 330-273-8833
Telecopy Number: 330-225-6574
55
{PAGE} 61
Commitment: THE CHASE MANHATTAN BANK
$23,714,285.71
By /s/ Peter A. Dedousis
---------------------------------
Title: Managing Director
Address for Notices:
The Chase Manhattan Bank
270 Park Avenue, _____________
Chase Manhattan Bank
– PAGE} 61
Commitment: THE CHASE MANHATTAN BANK
$23,714,285.71
By /s/ Peter A. Dedousis
---------------------------------
Title: Managing Director
Address for Notices:
The Chase Manhattan Bank
270 Park Avenue, 38th Floor
New York, New York 10017
Attention: Stacey Haimes
Telecopy Number: (212) 270-1355
56
{PAGE} 62
Commitment: _____________
dt 102152
;
Chase Securities
As referenced in this 364-Day Credit Agreement:
CHASE SECURITIES INC – COPY
************************************************************
RPM, INC.
364-DAY
CREDIT AGREEMENT
Dated as of July 14, 2000
$200,000,000
THE CHASE MANHATTAN BANK
as Administrative Agent
************************************************************
CHASE SECURITIES INC .
Book Manager and Lead Arranger
{PAGE} 2
TABLE OF CONTENTS
----------------------
PAGE
----
SECTION 1. Definitions and Accounting Matters
---------------------------------------------
1.01 Certain Defined Terms.............................................. _____________
dt 212519
;
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
|
National City
As referenced in this 364-Day Credit Agreement [Amended and Restated 2002]:
NATIONAL CITY BANK – OF THE BANK OF IRELAND, as an Exiting Lender
By:
Title:
74
MERRILL LYNCH CAPITAL CORPORATION, as an Exiting Lender
By:
Title:
75
NATIONAL CITY BANK OF KENTUCKY, as an Exiting Lender
By:
Title:
76
PB CAPITAL CORPORATION, as an Exiting Lender
By:
Title:
77
SOUTHTRUST BANK, as an _____________
National City Bank – AG
$
0
Commercebank, N.A.
$
0
Commerzbank, AG
$
0
The Governor & Company of the Bank of Ireland
$
0
Merrill Lynch Capital Corporation
$
0
National City Bank of Kentucky
$
0
PB Capital Corporation
$
0
Southtrust Bank
$
0
UFJ Bank Limited
$
0
Total
$
500,000,000.00
SCHEDULE 3.04
Existing _____________
dt 103673
;
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
|
National City
As referenced in this 364-Day Credit Agreement:
NATIONAL CITY BANK – Title:
COMMERZBANK AG
By:
Title:
49
DAI-ICHI KANGYO BANK
By:
Title:
FUJI BANK, LIMITED
By:
Title:
KBC BANK N.V.
By:
Title:
NATIONAL CITY BANK OF KENTUCKY
By:
Title:
PB CAPITAL CORPORATION
By:
Title:
WELLS FARGO BANK, N.A.
By:
Title:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
_____________
National City Bank – 40,000,000
Dai-Ichi Kangyo Bank
$
3,750,000
Fuji Bank, Limited
$
8,750,000
KBC Bank N.V.
$
7,500,000
National City Bank of Kentucky
$
5,000,000
PB Capital Corporation
$
10,000,000
Wells Fargo Bank, N.A.
$
10,000,000
TOTAL
$
500,000,000
_____________
dt 103675
;
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
 | 2002 |
364-Day Credit Agreement
364-Day Credit Agreement (224K)
Doc #227974: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
364-DAY CREDIT AGREEMENT dated as of December 6, 2001, among FMC CORPORATION, a Delaware corporation (the "BORROWER"), the lenders from time to time party hereto (the "LENDERS"), CITIBANK, N.A., as administrative agent (the "ADMINISTRATIVE AGENT"), BANK OF AMERICA, N.A., as syndication agent, and ABN AMRO BANK N.V. and FIRST UNION NATIONAL BANK, as co-documentation agents.
The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. The following terms, as used herein, have the ----------- following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
"ADDITIONAL LENDER" has the meaning set forth in Section 2.18(b).
"ADJUSTED NET INCOME" means, for any period, Consolidated Net Income for such period, excluding the effect of Non-Recurring Items; provided that the aggregate amount so excluded on account of Non-Recurring Items shall not exceed $150,000,000 minus the aggregate amount of any write-downs in or write-offs of any Investment of the Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary if such Investments were accounted for under the cost method of accounting under GAAP.
"ADMINISTRATIVE AGENT" means Citibank, in its capacity as 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 duly completed and submitted to the Administrative Agent (with a copy to the Borrower) by such Lender.
"AGREEMENT" means this 364-Day Credit Agreement, as amended, supplemented or otherwise modified from time to time.
"APPLICABLE LENDING OFFICE" means, with respect to any Lender, (i) in the case of its Base Rate Loans, 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 Competitive Bid Loans, its Competitive Bid Lending Office.
"ASSIGNEE" has the meaning set forth in Section 9.07(c).
"ASSIGNMENT AND ASSUMPTION AGREEMENT" means an assignment and assumption entered into by (a) a Lender and an Assignee, and accepted by the Administrative Agent, or (b) an Assuming Lender, a Non-Consenting Lender, the Borrower and the Administrative Agent, as applicable, in substantially the form of Exhibit D.
"ASSUMING LENDER" means each Assignee that accepts an offer to participate in a requested extension of the Commitments in accordance with Section 2.17.
{PAGE}
"BASE RATE" means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall be equal to the higher of the following:
(a) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank's base rate; or
(b) the sum of (i) 0.5% per annum plus (ii) the Federal Funds Rate.
"BASE RATE LOAN" means a Loan made or to be made by a Lender in accordance with the applicable Notice of Borrowing or pursuant to Section 8.04 which bears interest based on the Base Rate.
"BORROWER" means FMC Corporation and its permitted successors and assigns.
"BORROWING" has the meaning set forth in Section 1.03.
"BUSINESS DAY" means a Domestic Business Day and, if the applicable Business Day relates to notices, determinations, fundings and payments in connection with the Euro-Dollar Rate or any Euro-Dollar Loans, a Euro-Dollar Business Day.
"CITIBANK" means Citibank, N.A.
"COMMITMENT" means, (i) with respect to each Lender, the amount set forth opposite the name of such Lender on Schedule I hereto and (ii) with respect to each Additional Lender which becomes a Lender pursuant to Section 2.18, the amount of commitment thereby assumed by it, in each case as such amount may be reduced from time to time pursuant to Section 2.10 or 2.11, or increased pursuant to Section 2.17 or 2.18 or increased or reduced by reason of an assignment to or by such Lender in accordance with Section 9.07(c).
"COMMITMENT TERMINATION DATE" means, subject to Section 2.17, the earlier to occur of (i) 364 days following the Effective Date (or if such day is not a Euro-Dollar Business Day, the preceding Euro-Dollar Business Day), as such date may be extended in accordance with Section 2.17, or (ii) the date on which the Commitments shall have been reduced to zero pursuant to Sections 2.09, 2.10 or 6.01; provided, however, that the Commitment Termination Date of any Lender that is a Non-Consenting Lender to any requested extension pursuant to Section 2.17 shall be the Commitment Termination Date in effect immediately prior to the applicable Extension Date for all purposes of this Agreement.
"COMPETITIVE BID BORROWING" means a Borrowing consisting of a Competitive Bid Loan or simultaneous Competitive Bid Loans from each of the Lenders whose offer to make one or more Competitive Bid Loans as part of such Borrowing has been accepted under the competitive bidding procedure described in Section 2.03.
"COMPETITIVE BID EURO-DOLLAR RATE LOAN" means a Loan made pursuant to Section 2.03 that bears interest based on the Euro-Dollar Rate.
"COMPETITIVE BID LENDING OFFICE" means, with respect to each Lender, the office of such Lender notified by such Lender to the Administrative Agent as its Lending Office with respect to any Competitive Bid Loan.
"COMPETITIVE BID LOAN" means a Competitive Bid Euro-Dollar Rate Loan or a Fixed Rate Loan.
227974
|
National City
As referenced in this 364-Day Credit Agreement:
NATIONAL CITY BANK, – P. Lunghime
Title: SVP & Director
THE ROYAL BANK OF SCOTLAND, as Lender
By: /s/ Jayne Seaford
--------------------------
Name: Jayne Seaford
Title: Senior Vice President
NATIONAL CITY BANK, as Lender
By: /s/ Thomas J. McDonnell
--------------------------
Name: Thomas J. McDonnell
Title: Senior Vice President
THE NORTHERN TRUST COMPANY, as Lender
By: / _____________
National City Bank – ABN AMRO Bank N.V. $35,000,000
--------------------------------------------------------------------------------
First Union National Bank $35,000,000
--------------------------------------------------------------------------------
The Royal Bank of Scotland $25,000,000
--------------------------------------------------------------------------------
National City Bank $20,000,000
--------------------------------------------------------------------------------
The Northern Trust Company $20,000,000
--------------------------------------------------------------------------------
The Governor and Company of the Bank of Ireland $15,000,000
--------------------------------------------------------------------------------
_____________
dt 103713
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN
AMRO BANK – as administrative agent (the
"ADMINISTRATIVE AGENT"), BANK OF AMERICA, N.A., as syndication agent, and ABN
AMRO BANK N.V. and FIRST UNION NATIONAL BANK, as co-documentation agents.
The parties hereto agree ABN AMRO BANK – Agent and as Lender
By: /s/ Wendy J. Gorman
--------------------------
Name: Wendy J. Gorman
Title: Principal
ABN AMRO BANK N.V., as Co-Documentation
Agent and as Lender
By: /s/ Angela Noique
--------------------------
Name: Angela
ABN AMRO Bank – COMMITMENT
--------------------------------------------------------------------------------
Citibank, N.A. $45,000,000
--------------------------------------------------------------------------------
Bank of America, N.A. $45,000,000
--------------------------------------------------------------------------------
ABN AMRO Bank N.V. $35,000,000
--------------------------------------------------------------------------------
First Union National Bank $35,000,000
--------------------------------------------------------------------------------
The Royal Bank ABN AMRO BANK – N.A.,
AS ADMINISTRATIVE AGENT
AND
BANK OF AMERICA, N.A.,
AS SYNDICATION AGENT
AND
ABN AMRO BANK N.V.
AND
FIRST UNION NATIONAL BANK,
AS CO-DOCUMENTATION AGENTS
SALOMON SMITH BARNEY INC.
dt 45455
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – as of December 6, 2001, among FMC
CORPORATION, a Delaware corporation (the "BORROWER"), the lenders from time to
time party hereto (the "LENDERS"), CITIBANK, N.A. , as administrative agent (the
"ADMINISTRATIVE AGENT"), BANK OF AMERICA, N.A., as syndication agent, and ABN
AMRO BANK N.V. and FIRST _____________
Citibank, N.A. – determinations, fundings and payments in
connection with the Euro-Dollar Rate or any Euro-Dollar Loans, a Euro-Dollar
Business Day.
"CITIBANK" means Citibank, N.A.
"COMMITMENT" means, (i) with respect to each Lender, the amount set forth
opposite the name of such Lender on Schedule I hereto _____________
CITIBANK, N.A. – 1735 Market Street
Philadelphia, PA 19103
Attention: Treasurer
Telephone number: (215) 299-6000
Telecopy number: (215) 299-6557
Email address: tom_deas@fmc.com
CITIBANK, N.A. , as Administrative Agent
and as Lender
By: /s/ Carolyn A. Sheridan
--------------------------
Name: Carolyn A. Sheridan
Title: Managing Director
Two Penns Way, Suite _____________
Citibank, N.A. – OF IRELAND, as Lender
By: /s/ Lisa Stewart
--------------------------
Name: Lisa Stewart
Title: Senior Executive
44
{PAGE}
SCHEDULE I
LENDERS AND COMMITMENTS
--------------------------------------------------------------------------------
LENDER COMMITMENT
--------------------------------------------------------------------------------
Citibank, N.A. $45,000,000
--------------------------------------------------------------------------------
Bank of America, N.A. $45,000,000
--------------------------------------------------------------------------------
ABN AMRO Bank N.V. $35,000,000
--------------------------------------------------------------------------------
First Union National _____________
Citibank, N.A. – and
interest shall be made in lawful money of the United States in Federal or other
immediately available funds at the office of Citibank, N.A. , Two Penns Way,
Suite 200, New Castle, Delaware 19720.
All Loans made by the Lender, the respective types and maturities thereof
and _____________
dt 146487
;
|
FMC
As referenced in this 364-Day Credit Agreement:
FMC
CORPORATION – 364-DAY CREDIT AGREEMENT
364-DAY CREDIT AGREEMENT dated as of December 6, 2001, among FMC
CORPORATION , a Delaware corporation (the "BORROWER"), the lenders from time to
time party hereto (the " FMC Corporation – pursuant to Section 8.04 which bears
interest based on the Base Rate.
"BORROWER" means FMC Corporation and its permitted successors and assigns.
"BORROWING" has the meaning set forth in Section FMC CORPORATION – executed by their respective authorized officers as of the day and year
first above written.
FMC CORPORATION
By: /s/ Thomas C. Deas, Jr.
--------------------------
Name: Thomas C. Deas, Jr.
1735 Market Street
FMC CORPORATION – FORM OF NOTE
U.S. $ New York, New York
-----------------
------- ---, 200-
FOR VALUE RECEIVED, the undersigned, FMC CORPORATION , a Delaware
corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the order of
(the " FMC CORPORATION – Credit Agreement for provisions for the
prepayment hereof and the acceleration of the maturity hereof.
FMC CORPORATION
By:______________________________
Name:
Title:
{PAGE}
LOANS AND PAYMENTS OF PRINCIPAL
----------------------------------------------------------------------------
Amount
of Amount of
dt 57297
;
FMC Technologies
As referenced in this 364-Day Credit Agreement:
FMC Technologies, Inc. – transactions as determined by the
Administrative Agent.
"FIXED RATE LOAN" means a Loan made pursuant to Section 2.03 that bears
interest at a fixed rate per annum.
"FTI" means FMC Technologies, Inc.
"GAAP" means generally accepted accounting principles in the United States
of America as in effect from time to time set forth in the opinions and
pronouncements of the Accounting _____________
dt 1429815
;
More... |
Preview
Full Doc
 | 2001 |
364-Day Credit Agreement
364-Day Credit Agreement (344K)
Doc #228501: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-10.C {SEQUENCE}4 {FILENAME}l91036aex10-c.txt {DESCRIPTION}EXHIBIT 10(C) {TEXT} {PAGE} Exhibit 10(c)
EXECUTION COPY
================================================================================
364-DAY
CREDIT AGREEMENT
DATED AS OF
AUGUST 31, 2001
AMONG
FERRO CORPORATION AS BORROWER
VARIOUS FINANCIAL INSTITUTIONS AS LENDERS
CREDIT SUISSE FIRST BOSTON AS THE SYNDICATION AGENT AND A JOINT LEAD ARRANGER
NATIONAL CITY BANK AS THE ADMINISTRATIVE AGENT AND A JOINT LEAD ARRANGER
CITICORP USA, INC. KEYBANK NATIONAL ASSOCIATION AS THE CO-DOCUMENTATION AGENTS
-----------------------------
CREDIT SUISSE FIRST BOSTON AS SOLE BOOK RUNNING MANAGER
================================================================================
{PAGE}
{TABLE} {CAPTION}
TABLE OF CONTENTS
Page ----
{S} {C} SECTION 1. DEFINITIONS AND TERMS......................................................................1
1.1 Certain Defined Terms..........................................................................1 1.2 Computation of Time Periods...................................................................25 1.3 Accounting Terms..............................................................................25 1.4 Terms Generally...............................................................................25
SECTION 2. AMOUNT AND TERMS OF LOANS.................................................................26
2.1 Commitments for Loans.........................................................................26 2.2 Procedures for Borrowing and Disbursement of Funds............................................26 2.3 Competitive Bid Loans.........................................................................28 2.4 Notes; Loan Accounts..........................................................................33 2.5 Conversions of Loans..........................................................................34 2.6 Intentionally Omitted.........................................................................35 2.7 Interest......................................................................................35 2.8 Selection and Continuation of Interest Periods................................................38 2.9 Increased Costs, Illegality, etc..............................................................39 2.10 Compensation..................................................................................41 2.11 Change of Lending Office; Replacement of Lenders..............................................42
SECTION 3. INTENTIONALLY OMITTED.....................................................................43
SECTION 4. FEES; COMMITMENTS.........................................................................43
4.1 Fees..........................................................................................43 4.2 Voluntary Termination/Reduction of Commitments................................................44 4.3 Mandatory Adjustments of Commitments, etc.....................................................44 4.4 Extension of Maturity Date....................................................................45
SECTION 5. PAYMENTS..................................................................................45
5.1 Voluntary Prepayments of Loans...............................................................45 5.2 Mandatory Prepayments.........................................................................46 5.3 Repayment of Loans............................................................................47 5.4 Method and Place of Payment...................................................................47 5.5 Net Payments..................................................................................48
SECTION 6. CONDITIONS PRECEDENT......................................................................50
6.1 Conditions Precedent at Closing Date..........................................................50 {/TABLE}
-i-
{PAGE}
{TABLE} {CAPTION}
TABLE OF CONTENTS (Continued)
Page ---- {S} {C} 6.2 Conditions Precedent to All Credit Events (Other than any Competitive Bid Borrowing)..........50 6.3 Conditions Precedent to Each Competitive Bid Borrowing........................................51
SECTION 7. REPRESENTATIONS AND WARRANTIES............................................................52
7.1 Corporate Status, etc.........................................................................52 7.2 Subsidiaries..................................................................................52 7.3 Corporate Power and Authority, etc............................................................52 7.4 No Violation..................................................................................52 7.5 Governmental Approvals........................................................................53
228501
|
National City
As referenced in this 364-Day Credit Agreement:
NATIONAL CITY BANK
– AMONG
FERRO CORPORATION
AS BORROWER
VARIOUS FINANCIAL INSTITUTIONS
AS LENDERS
CREDIT SUISSE FIRST BOSTON
AS THE SYNDICATION AGENT AND
A JOINT LEAD ARRANGER
NATIONAL CITY BANK
AS THE ADMINISTRATIVE AGENT AND A JOINT LEAD ARRANGER
CITICORP USA, INC.
KEYBANK NATIONAL ASSOCIATION
AS THE CO-DOCUMENTATION AGENTS
-----------------------------
CREDIT SUISSE _____________
NATIONAL CITY
BANK – to time parties
hereto (the "LENDERS"), CREDIT SUISSE FIRST BOSTON ("CSFB"), as syndication
agent (in such capacity, the "SYNDICATION AGENT") for the Lenders, NATIONAL CITY
BANK ("NCB"), as administrative agent (in such capacity, the "ADMINISTRATIVE
AGENT", and together with the Syndication Agent, the "AGENTS"), for the Lenders,
and _____________
NATIONAL CITY BANK, – INDIVIDUALLY AS A LENDER AND IN ITS
CAPACITIES AS A JOINT LEAD ARRANGER AND
THE SYNDICATION AGENT
BY:________________________
TITLE:
BY:________________________
TITLE:
NATIONAL CITY BANK,
INDIVIDUALLY AS A LENDER AND IN ITS
CAPACITIES AS A JOINT LEAD ARRANGER AND
THE ADMINISTRATIVE AGENT
BY:________________________
TITLE:
{PAGE}
BANCA _____________
dt 103724
;
Citibank
As referenced in this 364-Day Credit Agreement:
Citibank,
N.A. – Street Bank and
Trust Company, not in its individual capacity except as expressly stated
therein, the financial institutions named as purchasers thereto and Citibank,
N.A. , as agent (the "TRUST INSTRUMENTS"), that will, in each case, share on a
PARI PASSU basis with the Obligations with respect to _____________
dt 146492
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
CITICORP USA, INC – FIRST BOSTON
AS THE SYNDICATION AGENT AND
A JOINT LEAD ARRANGER
NATIONAL CITY BANK
AS THE ADMINISTRATIVE AGENT AND A JOINT LEAD ARRANGER
CITICORP USA, INC .
KEYBANK NATIONAL ASSOCIATION
AS THE CO-DOCUMENTATION AGENTS
-----------------------------
CREDIT SUISSE FIRST BOSTON
AS SOLE BOOK RUNNING MANAGER
================================================================================
{PAGE}
{TABLE}
{CAPTION}
TABLE OF _____________
CITICORP USA, INC – BANK OF TOKYO-MITSUBISHI,
LTD. CHICAGO BRANCH,
INDIVIDUALLY AS A LENDER AND IN ITS
CAPACITY AS A MANAGING AGENT
BY:________________________
TITLE:
{PAGE}
CITICORP USA, INC .,
INDIVIDUALLY AS A LENDER AND IN ITS
CAPACITY AS A CO-DOCUMENTATION AGENT
BY:________________________
TITLE:
{PAGE}
FIFTH THIRD BANK,
INDIVIDUALLY AS _____________
dt 165096
;
|
Ferro
As referenced in this 364-Day Credit Agreement:
FERRO CORPORATION
– 10(c)
EXECUTION COPY
================================================================================
364-DAY
CREDIT AGREEMENT
DATED AS OF
AUGUST 31, 2001
AMONG
FERRO CORPORATION
AS BORROWER
VARIOUS FINANCIAL INSTITUTIONS
AS LENDERS
CREDIT SUISSE FIRST BOSTON
AS THE SYNDICATION FERRO CORPORATION, – THIS 364-DAY CREDIT AGREEMENT, dated as of August 31, 2001 (this
"AGREEMENT"), is among FERRO CORPORATION, an Ohio corporation (the "BORROWER"),
the various financial institutions and other Persons from time FERRO CORPORATION
– this Agreement to be duly executed and delivered as of the date
first above written.
FERRO CORPORATION
BY:________________________
TITLE:
CREDIT SUISSE FIRST BOSTON,
INDIVIDUALLY AS A LENDER AND IN ITS
dt 56912
;
OM Group
As referenced in this 364-Day Credit Agreement:
OM Group, – dated as of April 23, 2001
(the "PURCHASE AGREEMENT"), by and between the Borrower and OM Group, Inc., a
Delaware corporation ("OMG"), the Borrower will purchase the electronic
materials, performance pigments
dt 60022
;
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
|
National City
As referenced in this 364-Day Credit Agreement:
NATIONAL CITY BANK
– E. Kelly
---------------------------------
Title: Managing Director
$9,943,000 MELLON BANK, N.A.
By /s/ Louis E. Flori
---------------------------------
Title: Vice President
$14,205,000 NATIONAL CITY BANK
By /s/ Joseph L. Kwasny
---------------------------------
Title: Vice President
$14,205,000 THE NORINCHUKIN BANK, NEW YORK
BRANCH
By /s/ Fumiaki Ono
---------------------------------
Title: _____________
NATIONAL CITY BANK – Steven Buehler Steven Buehler
Tel: (312) 553-6651 Tel: (312) 553-6651
Fax: (312) 553-4783 Fax: (312) 553-4783
FLEET NATIONAL BANK
NATIONAL CITY BANK 155 East Broad Street 155 East Broad Street
Columbus, OH 43251 Columbus, OH 43251
Thomasena McCox Thomasena McCox
Tel: (614) 463-8335 _____________
dt 103824
;
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
|
National City
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
NATIONAL CITY BANK
– KOREA EXCHANGE BANK
By:
/s/ Ho Sung Lee
Title:
General Manager
MELLON BANK, N.A.
By:
/s/ Mark F. Johnston
Title:
Vice President
NATIONAL CITY BANK
By:
/s/ Joseph L. Kwasny, Jr.
Title:
Vice President
PNC BANK, NATIONAL ASSOCIATION
By:
/s/ Jeffrey L. Stein
Title:
Assistant Vice President
_____________
National City Bank
– 412 234-6124
Three Mellon Bank Center
Room 1203
Pittsburgh, PA 15259
Attn: Richard Bouchard
T: 412 234-5767
F: 412 234-6124
National City Bank
$12,045,000
155 East Broad Street
Columbus, OH 43251
Attn: Vicki Niemela
T: 614 463-7133
F: 614 463-8572
155 _____________
dt 103826
;
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
|
National City
As referenced in this 364-Day Credit Agreement:
NATIONAL CITY BANK
– Lenders
-------
$14,205,000 FLEET NATIONAL BANK
By _________________________________
Title:
$9,943,000 MELLON BANK, N.A.
By _________________________________
Title:
$14,205,000 NATIONAL CITY BANK
By _________________________________
Title:
$14,205,000 THE NORINCHUKIN BANK, NEW YORK
BRANCH
By _________________________________
Title:
$15,000,000 KBC BANK, N.V.
_____________
NATIONAL CITY BANK – Steven Buehler Steven Buehler
Tel: (312) 553-6651 Tel: (312) 553-6651
Fax: (312) 553-4783 Fax: (312) 553-4783
FLEET NATIONAL BANK
NATIONAL CITY BANK 155 East Broad Street 155 East Broad Street
Columbus, OH 43251 Columbus, OH 43251
Thomasena McCox Thomasena McCox
Tel: (614) 463-8335 _____________
dt 103827
;
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
 | 2004 |
364-Day Credit Agreement
364-Day Credit Agreement (226K)
Doc #293538: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
DATED AS OF MAY 17, 2004
AMONG
NATIONWIDE MUTUAL INSURANCE COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC.,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
CITICORP USA, INC.,
AS SYNDICATION AGENT,
AND
ABN AMRO BANK N.V.,
BANK OF AMERICA, N.A.,
KEYBANK NATIONAL ASSOCIATION,
THE BANK OF NEW YORK
AND
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENTS
BANC ONE CAPITAL MARKETS, INC.
AND
CITIGROUP GLOBAL . . .
293538
|
National City
As referenced in this 364-Day Credit Agreement:
NATIONAL CITY BANK, – 364-DAY CREDIT AGREEMENT]
JPMORGAN CHASE BANK, as a Lender
By:
Lawrence Palumbo, Jr.
Vice President
S-17
[TO 364-DAY CREDIT AGREEMENT]
NATIONAL CITY BANK, as a Lender
By:
Title:
S-18
[TO 364-DAY CREDIT AGREEMENT]
STATE STREET BANK AND TRUST COMPANY, as a Lender
By:
_____________
National City Bank
– 000,000
Fifth Third Bank (Central Ohio)
7,500,000
Harris Nesbitt Financial, Inc.
7,500,000
JPMorgan Chase Bank
7,500,000
National City Bank
7,500,000
State Street Bank and Trust Company
7,500,000
Aggregate Commitment:
$
300,000,000
SCHEDULE 5.8
SUBSIDIARIES
(as _____________
dt 245776
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK N.V., – COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC.,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
CITICORP USA, INC.,
AS SYNDICATION AGENT,
AND
ABN AMRO BANK N.V.,
BANK OF AMERICA, N.A.,
KEYBANK NATIONAL ASSOCIATION,
THE BANK OF NEW YORK
AND
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENTS
BANC _____________
ABN AMRO BANK N.V., – 364-DAY CREDIT AGREEMENT]
CITICORP USA, INC., as Syndication Agent and as a Lender
By:
Title:
S-3
[TO 364-DAY CREDIT AGREEMENT]
ABN AMRO BANK N.V., as Documentation Agent and as a Lender
By:
Title:
By:
Title:
S-4
[TO 364-DAY CREDIT AGREEMENT]
BANK OF AMERICA, N. _____________
ABN AMRO Bank N.V.
– the lower of the two levels.
SCHEDULE I
COMMITMENTS
Lender
Commitment
Bank One, NA
28,500,000
Citicorp USA, Inc.
28,500,000
ABN AMRO Bank N.V.
23,100,000
Bank of America, N.A.
23,100,000
KeyBank National Association
23,100,000
The Bank of New York
_____________
dt 237712
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
CITICORP USA, INC – MAY 17, 2004
AMONG
NATIONWIDE MUTUAL INSURANCE COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC.,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
CITICORP USA, INC .,
AS SYNDICATION AGENT,
AND
ABN AMRO BANK N.V.,
BANK OF AMERICA, N.A.,
KEYBANK NATIONAL ASSOCIATION,
THE BANK OF NEW YORK
_____________
CITICORP USA, INC – 0085
Chicago, Illinois 60670
Attention: Cynthia W. Priest
Telephone: (312) 732-9565
FAX: (312) 732-4033
S-2
[TO 364-DAY CREDIT AGREEMENT]
CITICORP USA, INC ., as Syndication Agent and as a Lender
By:
Title:
S-3
[TO 364-DAY CREDIT AGREEMENT]
ABN AMRO BANK N.V., as _____________
Citicorp USA, Inc – level which is one level above the lower of the two levels.
SCHEDULE I
COMMITMENTS
Lender
Commitment
Bank One, NA
28,500,000
Citicorp USA, Inc .
28,500,000
ABN AMRO Bank N.V.
23,100,000
Bank of America, N.A.
23,100,000
KeyBank National Association
_____________
dt 247948
;
|
NFS
As referenced in this 364-Day Credit Agreement:
NATIONWIDE FINANCIAL SERVICES, INC – AGREEMENT
Exhibit 10.1
364-DAY CREDIT AGREEMENT
DATED AS OF MAY 17, 2004
AMONG
NATIONWIDE MUTUAL INSURANCE COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC .,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
CITICORP USA, INC.,
AS SYNDICATION AGENT,
AND
ABN AMRO BANK N.V.,
BANK OF AMERICA, _____________
Nationwide Financial Services, Inc – DAY CREDIT AGREEMENT
This 364-Day Agreement, dated as of May 17, 2004, is among Nationwide Mutual Insurance Company, Nationwide Life Insurance Company, Nationwide Financial Services, Inc ., the Lenders and Bank One, NA, a national banking association having its principal office in Chicago, Illinois, as Agent. The parties hereto _____________
Nationwide Financial Services, Inc – Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).
- 11 -
NFS means Nationwide Financial Services, Inc ., a Delaware corporation.
Non-U.S. Lender is defined in Section 3.5(d).
Notes means, collectively, all of the Competitive Bid _____________
NATIONWIDE FINANCIAL SERVICES, INC – Treasurer
One Nationwide Plaza 1-32-06
Columbus, Ohio 43215-2220
Attention: Carol L. Dove
Telephone: (614) 249-6963
FAX: (614) 249-2739
NATIONWIDE FINANCIAL SERVICES, INC .
By:
Carol L. Dove
Title:
Vice President Assistant Treasurer
One Nationwide Plaza 1-32-06
Columbus, Ohio 43215-2220
Attention: Carol L. _____________
Nationwide Financial Services, Inc – Institution Distributors Insurance Agency, Inc. of Massachusetts
Nationwide Financial Services (Bermuda) Ltd.
Nationwide Financial Services Capital Trust
Nationwide Financial Services Capital Trust II
Nationwide Financial Services, Inc .
Nationwide Financial Sp. z o.o
Nationwide Foundation
Nationwide General Insurance Company
Nationwide Global Finance, LLC
Nationwide Global Funds
Nationwide Global Holdings, _____________
dt 252425
;
Banc One Capital
As referenced in this 364-Day Credit Agreement:
BANC ONE CAPITAL MARKETS, INC – N.V.,
BANK OF AMERICA, N.A.,
KEYBANK NATIONAL ASSOCIATION,
THE BANK OF NEW YORK
AND
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENTS
BANC ONE CAPITAL MARKETS, INC .
AND
CITIGROUP GLOBAL MARKETS INC.,
AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS
TABLE OF CONTENTS
Section
Page
ARTICLE I DEFINITIONS
1
_____________
Banc One Capital Markets, Inc – Bank One, NA, a national banking association having its principal office in Chicago, Illinois, in its individual capacity, and its successors.
BOCM means Banc One Capital Markets, Inc .
Borrowers means, collectively, Nationwide Mutual, Nationwide Life and NFS, and their respective successors and assigns.
Borrowing Date means a date on which _____________
dt 252660
;
More... |
Preview
Full Doc
 | 2001 |
364-Day Credit Agreement
364-Day Credit Agreement (257K)
Doc #293664: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
DATED AS OF MAY 25, 2000
AMONG
NATIONWIDE MUTUAL INSURANCE COMPANY, NATIONWIDE LIFE INSURANCE COMPANY, NATIONWIDE FINANCIAL SERVICES, INC.,
THE LENDERS,
BANK ONE, NA AS AGENT,
THE CHASE MANHATTAN BANK, AS SYNDICATION AGENT,
THE BANK OF NEW YORK AND CITIBANK USA, INC., AS CO-DOCUMENTATION AGENTS,
AND
BANC ONE CAPITAL MARKETS, INC. AS LEAD ARRANGER AND SOLE BOOK RUNNER
================================================================================
{PAGE} 2
TABLE OF CONTENTS
SECTION PAGE ------- ----
{TABLE}
{S} {C} ARTICLE I DEFINITIONS............................................................................................1
ARTICLE II THE CREDITS..........................................................................................16 2.1 The Facility.............................................................................................16 2.2 Ratable Advances.........................................................................................17 2.3 Competitive Bid Advances.................................................................................19 2.4 Method of Borrowing......................................................................................22 2.5 Commitment Fee; Reduction and Increase of Aggregate Commitment...........................................23 2.6 Minimum Amount of Each Ratable Advance; Minimum Amount of Fixed Rate Advances..............................................................................24 2.7 Optional Principal Payments..............................................................................24 2.8 Changes in Interest Rate, etc............................................................................24 2.9 Rates Applicable After Default...........................................................................25 2.10 Method of Payment........................................................................................25 2.11 Noteless Agreement; Evidence of Indebtedness.............................................................25 2.12 Telephonic Notices.......................................................................................26 2.13 Interest Payment Dates; Interest and Fee Basis...........................................................26 2.14 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions..........................27 2.15 Lending Installations....................................................................................27 2.16 Non-Receipt of Funds by the Agent........................................................................27 2.17 Extension of Facility Termination Date...................................................................27
ARTICLE III YIELD PROTECTION; TAXES.............................................................................28 3.1 Yield Protection.........................................................................................28 3.2 Changes in Capital Adequacy Regulations..................................................................29 3.3 Availability of Types of Advances........................................................................30 3.4 Funding Indemnification..................................................................................30 3.5 Taxes....................................................................................................30 3.6 Lender Statements; Survival of Indemnity.................................................................32
ARTICLE IV CONDITIONS PRECEDENT.................................................................................33 4.1 Initial Advance..........................................................................................33 4.2 Each Advance.............................................................................................34
ARTICLE V REPRESENTATIONS AND WARRANTIES........................................................................35 5.1 Existence and Standing...................................................................................35 5.2 Authorization and Validity...............................................................................35 5.3 No Conflict; Government Consent..........................................................................36 5.4 Financial Statements.....................................................................................36 5.5 Material Adverse Change..................................................................................37 {/TABLE}
{PAGE} 3 TABLE OF CONTENTS (CONTINUED)
SECTION PAGE ------- ----
{TABLE}
{S} {C} 5.6 Taxes....................................................................................................37 5.7 Litigation and Contingent Obligations....................................................................37 5.8 Subsidiaries.............................................................................................38 5.9 ERISA....................................................................................................38 5.10 Accuracy of Information..................................................................................38 5.11 Regulation U.............................................................................................38 5.12 Material Agreements......................................................................................38 5.13 Compliance With Laws.....................................................................................38 5.14 Plan Assets; Prohibited Transactions.....................................................................39 5.15 Environmental Matters....................................................................................39 5.16 Investment Company Act...................................................................................39 5.17 Public Utility Holding Company Act.......................................................................39 5.18 Defaults.................................................................................................39 5.19 Insurance Licenses.......................................................................................39
ARTICLE VI COVENANTS............................................................................................40 6.1 Financial Reporting......................................................................................40 6.2 Use of Proceeds..........................................................................................42 6.3 Notice of Default........................................................................................42 6.4 Conduct of Business......................................................................................42 6.5 Taxes....................................................................................................43 6.6 Insurance................................................................................................43 6.7 Compliance with Laws.....................................................................................43 6.8 Maintenance of Properties................................................................................43 6.9 Inspection...............................................................................................43 6.10 Merger...................................................................................................44 6.11 Sale of Assets...........................................................................................44 6.12 Liens....................................................................................................44 6.13 Affiliates...............................................................................................46 6.14 ERISA Compliance.........................................................................................46 6.15 Financial Covenants......................................................................................47
ARTICLE VII DEFAULTS............................................................................................48 7.1 Representation or Warranty...............................................................................48 7.2 Non-Payment of Obligations...............................................................................48 7.3 Specific Defaults........................................................................................48 7.4 Other Defaults...........................................................................................48 7.5 Cross-Default............................................................................................48 7.6 Voluntary Proceedings....................................................................................49 7.7 Involuntary Proceedings..................................................................................49 7.8 Condemnation.............................................................................................49 7.9 Judgments................................................................................................49 {/TABLE} {PAGE} 4
TABLE OF CONTENTS (CONTINUED)
SECTION PAGE ------- ----
{TABLE}
{S} {C} 7.10 Change in Control........................................................................................49 7.11 Rate Management Obligation...............................................................................49 7.12 License..................................................................................................50 7.13 Violation of Insurance Laws..............................................................................50 7.14 Directive or Mandate.....................................................................................50 7.15 Cross-Default With Respect to Other Borrowers............................................................50
ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.....................................................50 8.1 Acceleration.............................................................................................50 8.2 Amendments...............................................................................................51 8.3 Preservation of Rights...................................................................................52
ARTICLE IX GENERAL PROVISIONS...................................................................................52 9.1 Survival of Representations..............................................................................52 9.2 Governmental Regulation..................................................................................52 9.3 Headings.................................................................................................52 9.4 Entire Agreement.........................................................................................52 9.5 Several Obligations; Benefits of this Agreement..........................................................52 9.6 Expenses; Indemnification................................................................................53 9.7 Numbers of Documents.....................................................................................53 9.8 Accounting...............................................................................................53 9.9 Severability of Provisions...............................................................................53 9.10 Nonliability of Lenders..................................................................................54 9.11 Confidentiality..........................................................................................54 9.12 Nonreliance..............................................................................................54 9.13 Disclosure...............................................................................................54
ARTICLE X THE AGENT.............................................................................................55 10.1 Appointment; Nature of Relationship.....................................................................55 10.2 Powers..................................................................................................55 10.3 General Immunity........................................................................................55 10.4 No Responsibility for Loans, Recitals, etc..............................................................55 10.5 Action on Instructions of Lenders.......................................................................56 10.6 Employment of Agents and Counsel........................................................................56 10.7 Reliance on Documents; Counsel..........................................................................56 10.8 Agent's Reimbursement and Indemnification...............................................................56 10.9 Notice of Default.......................................................................................57 10.10 Rights as a Lender......................................................................................57 10.11 Lender Credit Decision..................................................................................57 10.12 Successor Agent.........................................................................................57 10.13 Agent and Arranger Fees.................................................................................58 10.14 Delegation to Affiliates................................................................................58 {/TABLE}
{PAGE} 5 TABLE OF CONTENTS (CONTINUED)
SECTION PAGE ------- ----
{TABLE}
{S} {C} 10.15 Co-Agents, Documentation Agent, Syndication Agent, etc..................................................58
ARTICLE XI SETOFF; RATABLE PAYMENTS.............................................................................59 11.1 Setoff..................................................................................................59 11.2 Ratable Payments........................................................................................59
ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS...................................................59 12.1 Successors and Assigns..................................................................................59 12.2 Participations..........................................................................................60 12.3 Assignments.............................................................................................61 12.4 Dissemination of Information............................................................................61 12.5 Tax Treatment...........................................................................................62
ARTICLE XIII NOTICES............................................................................................63 13.1 Notices.................................................................................................63 13.2 Change of Address.......................................................................................63
ARTICLE XIV COUNTERPARTS........................................................................................63
ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.........................................64 15.1 CHOICE OF LAW...........................................................................................64 15.2 CONSENT TO JURISDICTION.................................................................................64 15.3 WAIVER OF JURY TRIAL....................................................................................64 {/TABLE}
{PAGE} 6
TABLE OF CONTENTS (CONTINUED)
SECTION PAGE ------- ----
SCHEDULES
Pricing Schedule Schedule 1 Commitments Schedule 5.08 Subsidiaries Schedule 6.12 Liens
EXHIBITS
Exhibit A-1 Ratable Note Exhibit A-2 Competitive Bid Note Exhibit B Compliance Certificate Exhibit C Assignment and Acceptance Exhibit D Wire Money Transfer Instructions Exhibit E Competitive Bid Quote Exhibit F Competitive Bid Quote Request Exhibit G Invitation for Competitive Bid Quotes
{PAGE} 7
364-DAY CREDIT AGREEMENT
This Agreement, dated as of May 25, 2000, is among Nationwide Mutual Insurance Company, Nationwide Life Insurance Company, Nationwide Financial Services, Inc., 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:
ARTICLE I
DEFINITIONS -----------
As used in this Agreement:
"ABR Advance" means an Advance which, except as otherwise provided in SECTION 2.9, bears interest at the Alternate Base Rate.
"ABR Loan" means a Loan which, except as otherwise provided in SECTION 2.9, bears interest at the Alternate Base Rate.
"Absolute Rate" means, with respect to an Absolute Rate Loan made by a given Lender for the relevant Absolute Rate Interest Period, the rate of interest per annum (rounded to the nearest 1/100 of 1%) offered by such Lender and accepted by the Requesting Borrower pursuant to SECTION 2.3.
"Absolute Rate Advance" means a borrowing hereunder consisting of the aggregate amount of the several Absolute Rate Loans made by some or all of the Lenders to the Requesting Borrower at the same time and for the same Absolute Rate Interest Period.
"Absolute Rate Auction" means a solicitation of Competitive Bid Quotes setting forth Absolute Rates pursuant to SECTION 2.3.
"Absolute Rate Interest Period" means, with respect to an Absolute Rate Advance, a period of not less than 1 and not more than 270 days commencing on a Business Day selected by the Requesting Borrower pursuant to this Agreement. If such Absolute Rate Interest Period would end on a day which is not a Business Day, such Absolute Rate Interest Period shall end on the next succeeding Business Day.
"Absolute Rate Loan" means a Loan which bears interest at an Absolute Rate.
"Advance" means a Ratable Advance or a Competitive Bid Advance.
"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
{PAGE} 8
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.
"Aggregate Commitment" means the aggregate of the Commitments of all the Lenders, as reduced 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(c); PROVIDED, HOWEVER, that for the purposes of all computations required to be made with respect to compliance by any Borrower with SECTION 6.15, such term shall mean generally accepted accounting principles (excluding where SAP is applicable) as in effect on the date hereof, applied in a manner consistent with those used in preparing the financial statements referred to in SECTION 5.4.
"Alternate Base Rate" means, for any day, a rate of interest per annum equal to the higher of (a) the Prime Rate for such day or (b) the sum of the Federal Funds Effective Rate for such day plus 1/2% per annum.
"AMH" means Asset Management Holdings plc, which indirectly owns 100% of the capital stock of Gartmore Investment Management plc.
"AMH Acquisition" means the acquisition by Nationwide Mutual or one of its Subsidiaries of all or substantially all of the assets of AMH.
"Annual Statement" means the annual statutory financial statement of any Insurance Company 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 Company's jurisdiction of incorporation or, if no specific form is so required, in the form of financial statements permitted by such insurance commissioner (or such similar authority) to be used for filing annual statutory financial statements and shall contain the type of information permitted by such insurance commissioner (or similar authority) to be disclosed therein, together with all exhibits or schedules filed therewith.
-2- {PAGE} 9
"Applicable Facility Fee Rate" means, at any time, the percentage rate per annum at which Facility Fees are accruing on the Aggregate Commitment (without regard to usage) at such time as set forth in the PRICING SCHEDULE.
"Applicable Margin" means, with respect to Ratable Advances at any time, the percentage rate per annum which is applicable at such time with respect to Advances as set forth in the PRICING SCHEDULE.
"Applicable Utilization Fee Rate" means, at any time, the percentage rate per annum at which Utilization Fees are accruing as set forth in the PRICING SCHEDULE.
"Arranger" means Banc One Capital Markets, Inc., a Delaware corporation, and its successors, in its capacity as Lead Arranger and Sole Book Runner.
"Article" means an article of this Agreement unless another document is specifically referenced.
"Authorized Officer" means any of the Treasurer or any Assistant Treasurer of a Borrower, acting singly.
"Bank One" means Bank One, NA, a national banking association having its principal office in Chicago, Illinois, in its individual capacity, and its successors.
"Borrowers" means, collectively, Nationwide Mutual, Nationwide Life and NFS, and their respective successors and assigns.
"Borrowing Date" means a date on which an Advance is made hereunder.
"Borrowing Notice" means a Competitive Bid Borrowing Notice or a Ratable Borrowing Notice, as the context may require.
"Business Day" means (a) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago and New York for the conduct of substantially all of their commercial lending activities, interbank wire
293664
|
National City
As referenced in this 364-Day Credit Agreement:
NATIONAL CITY BANK, – as Co-Agent
By:
----------------------------------
Title:
-------------------------------
----------------------------
----------------------------
Attention:
------------------
Telephone: (___) ___-____
FAX: (___) ___-____
S-14
[TO 364-DAY CREDIT AGREEMENT]
{PAGE} 85
NATIONAL CITY BANK, Individually
By:
----------------------------------
Title:
-------------------------------
155 East Broad Street
Third Floor
Columbus, Ohio 43215
Attention: Rick Mariotti
Telephone: (614) 463-7305
FAX: (614) 463- _____________
National City Bank – 000,000
-------------------------------------------------------------------------------
Wells Fargo Bank, N.A. $18,000,000
-------------------------------------------------------------------------------
Firstar Bank, NA $15,000,000
-------------------------------------------------------------------------------
The Huntington National Bank $15,000,000
-------------------------------------------------------------------------------
National City Bank $9,000,000
-------------------------------------------------------------------------------
State Street Bank and Trust Company $9,000,000
-------------------------------------------------------------------------------
Wachovia Bank, N.A. $9,000,000
-------------------------------------------------------------------------------
Fifth Third Bank, _____________
dt 245784
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
CITICORP USA, INC – 10286
Attention: J. David Parker, Jr.
Telephone: (212) 635-6482
FAX: (212) 809-9520
S-4
[TO 364-DAY CREDIT AGREEMENT]
{PAGE} 75
CITICORP USA, INC . , Individually and as
Co-Documentation Agent
By:
----------------------------------
Title:
-------------------------------
399 Park Avenue
12th Floor, Zone 12
New York, New York 10043
Attention: Sandro _____________
Citicorp USA, Inc – Lender Commitment
------ ----------
-------------------------------------------------------------------------------
Bank One, NA $27,000,000
-------------------------------------------------------------------------------
The Chase Manhattan Bank $24,000,000
-------------------------------------------------------------------------------
The Bank of New York $24,000,000
-------------------------------------------------------------------------------
Citicorp USA, Inc . $24,000,000
-------------------------------------------------------------------------------
Morgan Guaranty Trust Company of New York $19,500,000
-------------------------------------------------------------------------------
Bank of America, N.A. $19,500,000
-------------------------------------------------------------------------------
First _____________
dt 247956
;
NFS
As referenced in this 364-Day Credit Agreement:
NATIONWIDE FINANCIAL SERVICES, INC – 1
Exhibit 10.6
================================================================================
364-DAY CREDIT AGREEMENT
DATED AS OF MAY 25, 2000
AMONG
NATIONWIDE MUTUAL INSURANCE COMPANY,
NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE FINANCIAL SERVICES, INC .,
THE LENDERS,
BANK ONE, NA
AS AGENT,
THE CHASE MANHATTAN BANK,
AS SYNDICATION AGENT,
THE BANK OF NEW YORK
AND
CITIBANK USA, _____________
Nationwide Financial
Services, Inc – 7
364-DAY CREDIT AGREEMENT
This Agreement, dated as of May 25, 2000, is among Nationwide Mutual
Insurance Company, Nationwide Life Insurance Company, Nationwide Financial
Services, Inc ., the Lenders and Bank One, NA, a national banking association
having its principal office in Chicago, Illinois, as Agent. The parties hereto
_____________
NATIONWIDE FINANCIAL SERVICES, INC – LIFE INSURANCE COMPANY
By:
----------------------------------
Duane M. Campbell
Title: Vice President and Treasurer
----------------------------
----------------------------
----------------------------
Attention: Carol Dove
-----------------
Telephone: (614) 249-2437
FAX: (614) 249-2739
NATIONWIDE FINANCIAL SERVICES, INC .
By:
----------------------------------
Duane M. Campbell
Title: Assistant Treasurer
----------------------------
----------------------------
----------------------------
Attention: Carol Dove
-----------------
Telephone: (614) 249-2437
FAX: (614) 249-2739
S-1
[TO 364- _____________
dt 252549
;
|
Banc One Capital
As referenced in this 364-Day Credit Agreement:
BANC ONE CAPITAL MARKETS, INC – AS AGENT,
THE CHASE MANHATTAN BANK,
AS SYNDICATION AGENT,
THE BANK OF NEW YORK
AND
CITIBANK USA, INC.,
AS CO-DOCUMENTATION AGENTS,
AND
BANC ONE CAPITAL MARKETS, INC .
AS LEAD ARRANGER AND SOLE BOOK RUNNER
================================================================================
{PAGE} 2
TABLE OF CONTENTS
SECTION PAGE
------- ----
{TABLE}
{S} {C}
ARTICLE I DEFINITIONS............................................................................................1
ARTICLE _____________
Banc One Capital Markets, Inc – at any time, the percentage
rate per annum at which Utilization Fees are accruing as set forth in the
PRICING SCHEDULE.
"Arranger" means Banc One Capital Markets, Inc ., a Delaware
corporation, and its successors, in its capacity as Lead Arranger and Sole Book
Runner.
"Article" means an article of this _____________
dt 252665
;
More... |
Preview
Full Doc
 | 2001 |
364-Day Credit Agreement
364-Day Credit Agreement (234K)
Doc #300987: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
among
HUMANA INC.,
THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO,
and
THE CHASE MANHATTAN BANK, as Administrative Agent and as CAF Loan Agent,
BANK OF AMERICA, N.A.,
CITIBANK, N.A., and
WACHOVIA BANK, as
Syndication Agents
and
J.P. MORGAN SECURITIES INC., as Sole Lead Arranger and Sole Lead Bookrunner
Dated as of October 11, 2001
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS 1
1.1 Defined Terms 1 1.2 Other Definitional Provisions 17
SECTION 2. AMOUNT AND TERMS OF LOANS 17
2.1 Revolving Credit Loans; Conversion of RFC Loans to Tranche B Revolving Credit Loans 17 2.2 CAF Loans 19 2.3 Repayment of Loans; Evidence of Debt 21 2.4 Fees 22 2.5 Termination, Reduction or Conversion of Commitments 23 2.6 Optional Prepayments 23 2.7 Conversion Options; Minimum Amount of Loans. 24 2.8 Interest Rate and Payment Dates for Loans 24 2.9 Computation of Interest and Fees 25 2.10 Inability to Determine Interest Rate 26 2.11 Pro Rata Borrowings and Payments 26 2.12 Illegality 28 2.13 Requirements of Law 28 2.14 Capital Adequacy 29 2.15 Taxes 30 2.16 Indemnity 31 2.17 Application of Proceeds of Loans 31 2.18 Notice of Certain Circumstances; Assignment of Commitments Under Certain Circumstances 32 2.19 Regulation U 32 2.20 Borrowings and Repayments after Transition Date. 33
SECTION 3. [RESERVED] 34
SECTION 4. REPRESENTATIONS AND WARRANTIES 34
4.1 Corporate Existence; Compliance with Law 34 4.2 No Legal Obstacle to Agreement; Enforceability 34 4.3 Litigation 35 4.4 Disclosure 35 4.5 Defaults 35 4.6 Financial Condition 36 4.7 Changes in Condition 36 4.8 Assets 36 4.9 Tax Returns 36 4.10 Contracts, etc 37 4.11 Subsidiaries 37 4.12 Burdensome Obligations 37 4.13 Pension Plans 37 4.14 Environmental and Public and Employee Health and Safety Matters 38 4.15 Federal Regulations 38 4.16 Investment Company Act; Other Regulations 38 4.17 Solvency 38 4.18 Casualties 39 4.19 Business Activity 39 4.20 Purpose of Loans 39
SECTION 5. CONDITIONS 39
5.1 Conditions to the Closing Date 39 5.2 Conditions to Each Loan 41
SECTION 6. AFFIRMATIVE COVENANTS 42
6.1 Taxes, Indebtedness, etc 42 6.2 Maintenance of Properties; Maintenance of Existence 42 6.3 Insurance 43 6.4 Financial Statements 43 6.5 Certificates; Other Information 44 6.6 Compliance with ERISA 45 6.7 Compliance with Laws 45 6.8 Inspection of Property; Books and Records; Discussions 45 6.9 Notices 46 6.10 Maintenance of Licenses, Etc 47 6.11 Further Assurances 47
SECTION 7. NEGATIVE COVENANTS 47
7.1 Financial Condition Covenants. 47 7.2 Limitation on Subsidiary Indebtedness 48 7.3 Limitation on Liens 48 7.4 Limitations on Fundamental Changes 50 7.5 Limitation on Sale of Assets 50 7.6 Limitation on Distributions 51 7.7 Transactions with Affiliates 51 7.8 Sale and Leaseback 51
SECTION 8. DEFAULTS 51
8.1 Events of Default 51 8.2 Annulment of Defaults 54 8.3 Waivers 54 8.4 Course of Dealing 55
SECTION 9. THE AGENT 55
9.1 Appointment 55 9.2 Delegation of Duties 55 9.3 Exculpatory Provisions 55 9.4 Reliance by Agent 56 9.5 Notice of Default 56 9.6 Non-Reliance on Agent and Other Banks 57 9.7 Indemnification 57 9.8 Agent and CAF Loan Agent in Its Individual Capacity 57 9.9 Successor Agent and CAF Loan Agent 58
SECTION 10. MISCELLANEOUS 58
10.1 Amendments and Waivers 58 10.2 Notices 59 10.3 No Waiver; Cumulative Remedies 59 10.4 Survival of Representations and Warranties 60 10.5 Payment of Expenses and Taxes; Indemnity 60 10.6 Successors and Assigns; Participations; Purchasing Banks 61 10.7 Adjustments; Set-off 64 10.8 Counterparts 65 10.9 GOVERNING LAW 65 10.10 WAIVERS OF JURY TRIAL 65 10.11 Submission To Jurisdiction; Waivers 66 10.12 Confidentiality of Information 66 10.13 Existing Credit Agreement 66
SCHEDULES
SCHEDULE I Commitment Amounts and Percentages; Lending Offices; Addresses for Notice SCHEDULE II Pricing Grid SCHEDULE III Indebtedness SCHEDULE IV Subsidiaries of the Company SCHEDULE V Liens SCHEDULE VI Certain Acquisitions and Dispositions SCHEDULE VII Other Regulations SCHEDULE VIII Business Activities
EXHIBITS
EXHIBIT A Form of Revolving Credit Note EXHIBIT B Form of Grid CAF Loan Note EXHIBIT C Form of Individual CAF Loan Note EXHIBIT D Form of CAF Loan Request EXHIBIT E Form of CAF Loan Offer EXHIBIT F Form of CAF Loan Confirmation Agreement EXHIBIT G Form of Commitment Transfer Supplement EXHIBIT H Form of Closing Certificate EXHIBIT I-1 Form of Company Counsel Opinion EXHIBIT I-2 Form of Opinion of Fried, Frank, Harris, Shriver & Jacobson
364-DAY CREDIT AGREEMENT, dated as of October 11, 2001, among HUMANA INC., a Delaware corporation (the "Company"), the several banks and other financial institutions from time to time parties to this Agreement (the "Banks"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Banks hereunder (in such capacity, the "Agent") and as CAF Loan agent (in such capacity, the "CAF Loan Agent").
W I T N E S S E T H:
WHEREAS, the Company has requested the Banks to provide a 364-day revolving credit facility in the aggregate principal amount of $265,000,000; and
WHEREAS, the Banks are willing to provide such credit facility upon and subject to the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms
As used in this Agreement, the following terms have the following meanings:
"Admitted Asset": with respect to any HMO Subsidiary or Insurance Subsidiary, any asset of such HMO subsidiary or Insurance Subsidiary which qualifies as an "admitted asset" (or any like item) under the applicable Insurance Regulations and HMO Regulations.
"Affiliate": as to any Person, any other Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.
"Aggregate Outstanding Extensions of Credit": as to any Bank at any time, an amount equal to the aggregate principal amount of all Loans made by such Bank then outstanding.
"Agreement": this 364-Day Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.
"Alternate Base Rate": for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) 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 Agent as its prime rate in effect at its principal office in New York City (each change in the Prime Rate to be effective on the date such change is publicly announced); "Base CD Rate" shall mean the sum of (a) the product of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is one and the denominator of which is one minus the C/D Reserve Percentage and (b) the C/D Assessment Rate; "Three-Month Secondary CD Rate" shall mean, for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day shall not be a Business Day, the next preceding Business Day) by the Board of Governors of the Federal Reserve System (the "Board") through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day), or, if such rate shall not be so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 A.M., New York City time, on such day (or, if such day shall not be a Business Day, on the next preceding Business Day) by the Agent from three New York City negotiable certificate of deposit dealers of recognized standing selected by it; "C/D Reserve Percentage" shall mean, for any day, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board (or any successor), for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding one billion Dollars in respect of new non-personal three-month certificates of deposit in the secondary market in Dollars in New York City and in an amount of $100,000 or more; "C/D Assessment Rate" shall mean, for any day, the net annual assessment rate (rounded upward to the nearest 1/100th of 1%) determined by The Chase Manhattan Bank to be payable on such day to the Federal Deposit Insurance Corporation or any successor ("FDIC") for FDIC's insuring time deposits made in Dollars at offices of The Chase Manhattan Bank in the United States; and "Federal Funds Effective Rate" shall mean, for any day, the weighted average of the rates on overnight
300987
|
National City
As referenced in this 364-Day Credit Agreement:
National City Bank – David Dodge
Name: David Dodge
Title: Managing Director
------------------------------
(Name of Institution)
By: /s/ Francis K. Gilhool
Name: Francis K. Gilhool
Title: Authorized Signatory
National City Bank of Kentucky
(Name of Institution)
By: /s/ Deroy Scott
Name: Deroy Scott
Title: Senior Vice President
PNC Bank, National Association
As Co-Agent _____________
NATIONAL CITY BANK – 000,000 9.43%
U.S. BANK NATIONAL ASSOCIATION $25,000,000 9.43%
PNC BANK, NATIONAL ASSOCIATION $17,500,000 6.60%
NATIONAL CITY BANK OF KENTUCKY $12,500,000 4.72%
THE BANK OF NEW YORK $12,500,000 4.72%
BANK OF LOUISVILLE $ 8,500,000 _____________
NATIONAL CITY BANK – be determined
THE BANK OF NEW YORK
One Wall Street, 8th Floor
New York, NY 10286
Attention: Mike Flannery
Telephone: (212) 635-7885
NATIONAL CITY BANK OF KENTUCKY
101 South Fifth Street
Louisville, KY 40202
Attention: Scott Deroy
Telephone: (502) 581-7821
BANK OF AMERICA, N.A.
100 N. _____________
dt 273101
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – TIME TO TIME PARTIES HERETO,
and
THE CHASE MANHATTAN BANK,
as Administrative Agent and as CAF Loan Agent,
BANK OF AMERICA, N.A.,
CITIBANK, N.A. ,
and
WACHOVIA BANK,
as
Syndication Agents
and
J.P. MORGAN SECURITIES INC.,
as Sole Lead Arranger and Sole Lead Bookrunner
Dated as _____________
Citibank
N.A. – Purchasing Banks": as defined in subsection 10.6(d).
"RFC Loans": as defined in the Funding Agreement.
"Reference Banks": The Chase Manhattan Bank, Citibank
N.A. and Bank of America, N.A..
"Register": as defined in subsection 10.6(e).
"Regulation T": Regulation T of the Board of _____________
Citibank, N.A. – Joseph L. Corah
Title: Principal
Bank of Louisville
By: /s/ S. Gordon Dabney, Jr.
Name: S. Gordon Dabney, Jr.
Title: Senior Vice President
Citibank, N.A.
(Name of Institution)
By: /s/ David Dodge
Name: David Dodge
Title: Managing Director
------------------------------
(Name of Institution)
By: /s/ Francis K. Gilhool
Name: _____________
CITIBANK, N.A. – Commitment Commitment
Amount Percentage
THE CHASE MANHATTAN BANK $42,250,000 15.94%
BANK OF AMERICA, N.A. $32,250,000 12.17%
CITIBANK, N.A. $32,250,000 12.17%
WACHOVIA BANK, N.A. $32,250,000 12.17%
THE BANK OF NOVA SCOTIA $25,000,000 _____________
CITIBANK, N.A. – WACHOVIA BANK, N.A.
191 Peachtree Street, N.E., 30th Floor
Atlanta, GA 30303
Attention: M. Eugene Wood, III
Telephone (404) 332-1352
CITIBANK, N.A.
399 Park Ave, 12th Floor
New York, NY 10043
Attention: David Dodge
Telephone: (212) 816-3995
U.S. BANK NATIONAL ASSOCIATION
201 _____________
dt 270763
;
Humana
As referenced in this 364-Day Credit Agreement:
HUMANA INC – EX-10
{SEQUENCE}3
{FILENAME}dayagt.txt
{DESCRIPTION}EX. 10(A) 364-DAY CREDIT AGREEMENT
{TEXT}
EXECUTION COPY
364-DAY CREDIT AGREEMENT
among
HUMANA INC .,
THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS
FROM TIME TO TIME PARTIES HERETO,
and
THE CHASE MANHATTAN BANK,
as Administrative Agent and _____________
HUMANA INC – EXHIBIT I-2 Form of Opinion of Fried, Frank, Harris, Shriver &
Jacobson
364-DAY CREDIT AGREEMENT, dated as of October 11, 2001,
among HUMANA INC ., a Delaware corporation (the "Company"), the
several banks and other financial institutions from time to time
parties to this Agreement (the "Banks"), _____________
Humana Inc – LIBOR Auction Advance Rate plus or minus a
margin).
"Funding Agreement": that certain RFC Loan Agreement
dated as of October 11, 2001 among Humana Inc ., the Several
Banks and other Financial Institutions from time to time
parties thereto, Relationship Funding Company, LLC and The
Chase Manhattan Bank.
" _____________
Humana Inc – to such
other address as may be hereafter notified by the respective
parties hereto and any future holders of the Notes:
The Company: Humana Inc .
The Humana Building
500 West Main Street
Louisville, Kentucky 40202
Attention: Brett J. McIntyre,
Vice President and
Treasurer
Telecopy: (502) 580-4089
_____________
HUMANA INC – Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.
HUMANA INC .
By: /s/ Brett J. McIntyre
Name: Brett J. McIntyre
Title: Vice President and Treasurer
THE CHASE MANHATTAN BANK, as Agent,
as CAF _____________
dt 267120
;
|
BofA
As referenced in this 364-Day Credit Agreement:
BANK OF AMERICA, N.A. – AND OTHER FINANCIAL INSTITUTIONS
FROM TIME TO TIME PARTIES HERETO,
and
THE CHASE MANHATTAN BANK,
as Administrative Agent and as CAF Loan Agent,
BANK OF AMERICA, N.A. ,
CITIBANK, N.A.,
and
WACHOVIA BANK,
as
Syndication Agents
and
J.P. MORGAN SECURITIES INC.,
as Sole Lead Arranger and Sole Lead _____________
Bank of America, N.A. – in subsection 10.6(d).
"RFC Loans": as defined in the Funding Agreement.
"Reference Banks": The Chase Manhattan Bank, Citibank
N.A. and Bank of America, N.A. .
"Register": as defined in subsection 10.6(e).
"Regulation T": Regulation T of the Board of Governors
of the Federal Reserve System.
" _____________
Bank of America, N.A. – BANK, as Agent,
as CAF Loan Agent and as a Bank
By: /s/ Dawn Lee Lum
Name: Dawn Lee Lum
Title: Vice President
Bank of America, N.A.
By: /s/ Joseph L. Corah
Name: Joseph L. Corah
Title: Principal
Bank of Louisville
By: /s/ S. Gordon Dabney, Jr.
Name: S. _____________
BANK OF AMERICA, N.A. – for Notices
A. Commitment Amounts and Percentages
Name of Bank Commitment Commitment
Amount Percentage
THE CHASE MANHATTAN BANK $42,250,000 15.94%
BANK OF AMERICA, N.A. $32,250,000 12.17%
CITIBANK, N.A. $32,250,000 12.17%
WACHOVIA BANK, N.A. $32,250,000 12.17%
_____________
BANK OF AMERICA, N.A. – Telephone: (212) 635-7885
NATIONAL CITY BANK OF KENTUCKY
101 South Fifth Street
Louisville, KY 40202
Attention: Scott Deroy
Telephone: (502) 581-7821
BANK OF AMERICA, N.A.
100 N. Tryon Street
Charlotte, NC 28255
Attention: Joe Corah
Telephone: (704) 386-5976
WACHOVIA BANK, N.A.
191 Peachtree Street, N. _____________
dt 267418
;
BNY
As referenced in this 364-Day Credit Agreement:
Bank of New York – Day) by the Board of
Governors of the Federal Reserve System (the "Board")
through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current
practices of the Board, be published in Federal Reserve
Statistical Release H.15(519) during the _____________
Bank of New York, – members of the Federal
Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average
of the quotations for _____________
Bank of New York
– President
PNC Bank, National Association
As Co-Agent and Bank
By: /s/ Nicholas A. Aponte
Name: Nicholas A. Aponte
Title: Vice President
The Bank of New York
(Name of Institution)
By: /s/ Michael Flannery
Name: Michael Flannery
Title: Vice President
THE BANK OF NOVA SCOTIA
(Name of Institution)
By: / _____________
BANK OF NEW YORK – 000 9.43%
PNC BANK, NATIONAL ASSOCIATION $17,500,000 6.60%
NATIONAL CITY BANK OF KENTUCKY $12,500,000 4.72%
THE BANK OF NEW YORK $12,500,000 4.72%
BANK OF LOUISVILLE $ 8,500,000 3.21%
-----------
TOTAL $265,000,000 100.00%
B. LENDING OFFICES; _____________
BANK OF NEW YORK
– St. N.E., Suite 2700
Atlanta, GA 30308
Attention: Carolyn Calloway
Telephone: (404) 877-1507
LEHMAN BROTHERS HOLDINGS, INC
To be determined
THE BANK OF NEW YORK
One Wall Street, 8th Floor
New York, NY 10286
Attention: Mike Flannery
Telephone: (212) 635-7885
NATIONAL CITY BANK OF KENTUCKY
101 _____________
dt 267650
;
More... |
Preview
Full Doc
 | 2001 |
364-Day Credit Agreement
364-Day Credit Agreement (243K)
Doc #301242: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
dated as of
November 5, 2001
among
ANTHEM INSURANCE COMPANIES, INC. ANTHEM, INC.
The Lenders Party Hereto
and
THE CHASE MANHATTAN BANK, as Administrative Agent
BANK OF AMERICA, N.A., as Syndication Agent
FLEET NATIONAL BANK, as Documentation Agent
_________________________
J.P. MORGAN SECURITIES INC., as Lead Arranger and Sole Bookrunner
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE} {CAPTION} Page ---- {S} {C} ARTICLE I
Definitions
SECTION 1.01. Defined Terms ............................................................ 1 ---------------------------- SECTION 1.02. Classification of Loans and Borrowings ................................... 14 ----------------------------------------------------- SECTION 1.03. Terms Generally .......................................................... 15 ------------------------------ SECTION 1.04. Accounting Terms; GAAP ................................................... 15 -------------------------------------
ARTICLE II
The Credits
SECTION 2.01. Commitments .............................................................. 15 -------------------------- SECTION 2.02. Loans and Borrowings ..................................................... 15 ----------------------------------- SECTION 2.03. Requests for Revolving Borrowings ........................................ 16 ------------------------------------------------ SECTION 2.04. Competitive Bid Procedure ................................................ 17 ---------------------------------------- SECTION 2.05. Funding of Borrowings .................................................... 18 ------------------------------------ SECTION 2.06. Interest Elections ....................................................... 19 --------------------------------- SECTION 2.07. Termination and Reduction of Commitments; Extension of Maturity Date ..... 20 ----------------------------------------------------------------------------------- SECTION 2.08. Repayment of Loans; Evidence of Debt ..................................... 20 --------------------------------------------------- SECTION 2.09. Prepayment of Loans ...................................................... 21 --------------------------------- SECTION 2.10. Fees ..................................................................... 21 ------------------- SECTION 2.11. Interest ................................................................. 22 ----------------------- SECTION 2.12. Alternate Rate of Interest ............................................... 23 ----------------------------------------- SECTION 2.13. Increased Costs .......................................................... 23 ------------------------------ SECTION 2.14. Break Funding Payments ................................................... 24 ------------------------------------- SECTION 2.15. Taxes .................................................................... 25 -------------------- SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-offs .............. 26 -------------------------------------------------------------------------- SECTION 2.17. Mitigation Obligations; Replacement of Lenders ........................... 27 -------------------------------------------------------------
ARTICLE III
Representations and Warranties
SECTION 3.01. Corporate Existence and Standing ......................................... 27 ----------------------------------------------- SECTION 3.02. Authorization and Validity ............................................... 28 ----------------------------------------- SECTION 3.03. Compliance with Laws and Contracts ....................................... 28 ------------------------------------------------- SECTION 3.04. Governmental Consents .................................................... 28 ------------------------------------ SECTION 3.05. Financial Statements ..................................................... 28 ----------------------------------- SECTION 3.06. Material Adverse Change .................................................. 29 -------------------------------------- SECTION 3.07. Properties ............................................................... 29 ------------------------- SECTION 3.08. Litigation and Environmental Matters ..................................... 29 --------------------------------------------------- SECTION 3.09. Taxes .................................................................... 29 -------------------- SECTION 3.10. Subsidiaries ............................................................. 29 --------------------------- SECTION 3.11. ERISA .................................................................... 29 -------------------- SECTION 3.12. Defaults ................................................................. 30 ----------------------- SECTION 3.13. Federal Reserve Regulations .............................................. 30 ------------------------------------------ SECTION 3.14. Investment Company ....................................................... 30 --------------------------------- {/TABLE}
{PAGE}
{TABLE} {S} {C} SECTION 3.15. Insurance Licenses............................................. 30 --------------------------------- SECTION 3.16. Material Agreements ........................................... 30 ---------------------------------- SECTION 3.17. Insurance ..................................................... 31 ------------------------ SECTION 3.18. Subordination Provisions ...................................... 31 --------------------------------------- SECTION 3.19. Disclosure .................................................... 31 ------------------------- ARTICLE IV
Conditions
SECTION 4.01. Effective Date ................................................ 31 ----------------------------- SECTION 4.02. Borrowings by AI .............................................. 32 ------------------------------- SECTION 4.03. Each Borrowing ................................................ 33 ----------------------------- ARTICLE V
Covenants
SECTION 5.01. Financial Reporting ........................................... 33 ---------------------------------- SECTION 5.02. Use of Proceeds ............................................... 34 ------------------------------ SECTION 5.03. Notice of Material Events ..................................... 35 ---------------------------------------- SECTION 5.04. Conduct of Business ........................................... 35 ---------------------------------- SECTION 5.05. Taxes ......................................................... 35
301242
|
National City
As referenced in this 364-Day Credit Agreement:
NATIONAL CITY BANK – s/ J. Michael Leffler
-------------------------------------
Name: J. Michael Leffler
Title: Director
by /s/ Jasmine Xinyue Geffner, CFA
-------------------------------------
Name: Jasmine Xinyue Geffner, CFA
Title: Associate
NATIONAL CITY BANK OF INDIANA
by /s/ Thomas E. Bale
-------------------------------------
Name: Thomas E. Bale
Title: Vice President
{/TEXT}
{/DOCUMENT} _____________
dt 273106
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK N.V.: – Name: Philip Potter
Title: Vice President
FLEET NATIONAL BANK,
individually and as Documentation Agent,
by /s/ Paul Chmielinski
---------------------------------------------
Name: Paul Chmielinski
Title: Director
ABN AMRO BANK N.V.:
by /s/ Neil R. Stein
---------------------------------------------
Name: Neil R. Stein
Title: Vice President
by /s/ Ineke P. Garbacz
---------------------------------------------
Name: Ineke P. Garbacz
Title: _____________
dt 267751
;
Anthem
As referenced in this 364-Day Credit Agreement:
ANTHEM, INC – AGREEMENT
{TEXT}
{PAGE}
Exhibit 4.12
Execution Copy
================================================================================
364-DAY CREDIT AGREEMENT
dated as of
November 5, 2001
among
ANTHEM INSURANCE COMPANIES, INC.
ANTHEM, INC .
The Lenders Party Hereto
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
BANK OF AMERICA, N.A.,
as Syndication Agent
FLEET NATIONAL _____________
Anthem, Inc – for the Borrowers
Exhibit C -- Form of Opinion of David R. Frick, Esq., Executive Vice President
and Chief Legal and Administrative Officer of Anthem, Inc .
{PAGE}
364-DAY CREDIT AGREEMENT dated as of November 5, 2001,
among ANTHEM INSURANCE COMPANIES, INC.; ANTHEM, INC.; the
LENDERS party hereto; _____________
ANTHEM, INC – Legal and Administrative Officer of Anthem, Inc.
{PAGE}
364-DAY CREDIT AGREEMENT dated as of November 5, 2001,
among ANTHEM INSURANCE COMPANIES, INC.; ANTHEM, INC .; the
LENDERS party hereto; THE CHASE MANHATTAN BANK, as
Administrative Agent; BANK OF AMERICA, N.A., as Syndication
Agent; and FLEET NATIONAL _____________
Anthem, Inc – permitted by such insurance commissioner (or such similar authority) to be
disclosed therein, together with all exhibits or schedules filed therewith.
"AI" means Anthem, Inc ., an Indiana corporation.
--
"AI Insurance Approval" has the meaning assigned to such term in
---------------------
Section 4.02.
"Applicable Percentage" means, with respect _____________
Anthem, Inc – overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:
(a) if to a Borrower, to it at Anthem, Inc ., 120 Monument Circle,
Indianapolis, Indiana 46204, Attention of Treasurer (Telecopy No.
317-488-6160);
(b) if to the Administrative Agent, to The _____________
dt 267012
;
|
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – Financial Statements referred to in Section
3.05(c) and (d).
"S&P" means Standard & Poor's Ratings Services, a division of
---
The McGraw-Hill Companies, Inc .
"Securities Act" means the Securities Act of 1933, as amended.
--------------
"Single Employer Plan" means a Plan subject to Title IV of
--------------------
ERISA _____________
dt 311913
;
UBS
As referenced in this 364-Day Credit Agreement:
UBS AG, – Garbacz
Title: Group Vice President
{PAGE}
WELLS FARGO BANK, N.A.
by /s/ Robert C. Meyer
---------------------------------------------
Name: Robert C. Meyer
Title: Vice President
UBS AG, STAMFORD BRANCH
by /s/ Wilfred V. Saint
---------------------------------------------
Name: Wilfred V. Saint
Title: Associate Director
Banking Products Services, US
by /s/ Susan Brunner
------------------------------------
_____________
dt 272756
;
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
|
National City
As referenced in this 364-Day Credit Agreement:
NATIONAL CITY BANK
– 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:
$10,000,000
UMB BANK, N.A.
By:
Name:
Title:
$5,000,000
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By:
_____________
dt 319456
;
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
|
National City
As referenced in this 364-Day Credit Agreement:
NATIONAL CITY BANK
– Signature Page
22 of 33
$12,500,000
MELLON BANK, N.A.
By:
Name:
Title:
Signature Page
23 of 33
$12,500,000
NATIONAL CITY BANK
By:
Name:
Title:
Signature Page
24 of 33
$10,000,000
UMB BANK, N.A.
By:
Name:
Title:
Signature Page
25 of _____________
dt 319457
;
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
|
National City
As referenced in this 364-Day Credit Agreement:
NATIONAL CITY BANK
– Title:
Vice President
$17,500,000
ALLFIRST BANK
By:
/s/ Stewart T. Shettle
Name:
Stewart T. Shettle
Title:
Vice President
$12,500,000
NATIONAL CITY BANK
By:
/s/ Brian T. Strayton
Name:
Brian T. Strayton
Title:
Vice President
$10,000,000
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By:
/s/ _____________
dt 319459
;
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... |