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 | 2003 |
180-Day Credit Agreement
180-Day Credit Agreement (262K)
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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
|
 U.S. Bank, NA
As referenced in this 180-Day Credit Agreement:
U.S. BANK, NA – LANDESBANK GIROZENTRALE
NEW YORK AND/OR CAYMAN ISLANDS BRANCH
By:/s/ Josef Haas
-------------------------
Name: Josef Hass
Its: Vice President
By:/s/ Holger Bretz
-------------------------
Name: Holger Bretz
Its: Assistant Vice President
U.S. BANK, NA TIONAL ASSOCIATION
By:/s/ Brett M. Justman
-------------------------
Name: Brett M. Justman
Its: Assistant Vice President
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By:/s/ Charles W. Reed
-------------------------
Name: Charles W. Reed
Its:
_____________
dt 1342321
;
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
;
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| 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
|
U.S. Bank, NA
As referenced in this 180-Day Credit Agreement:
U.S. BANK, NA – LANDESBANK GIROZENTRALE
NEW YORK AND/OR CAYMAN ISLANDS BRANCH
By:/s/ Josef Haas
-------------------------
Name: Josef Hass
Its: Vice President
By:/s/ Holger Bretz
-------------------------
Name: Holger Bretz
Its: Assistant Vice President
U.S. BANK, NA TIONAL ASSOCIATION
By:/s/ Brett M. Justman
-------------------------
Name: Brett M. Justman
Its: Assistant Vice President
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By:/s/ Charles W. Reed
-------------------------
Name: Charles W. Reed
Its:
_____________
dt 1343305
;
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
;
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Cephalon Calls for Redemption of 5 Percent Convertible Subordinated Notes
Cephalon Calls for Redemption of 5 Percent Convertible Subordinated Notes (2K)
Doc #297214: Click preview link for longer preview.
News
Contacts:
Media: Robert W. Grupp
1-610-738-6402
rgrupp@cephalon.com
Investors: Chip Merritt
1-610-738-6376
cmerritt@cephalon.com
For Immediate Release
Cephalon Calls for Redemption of 5? . . .
297214
|
U.S. Bank, NA
As referenced in this Cephalon Calls for Redemption of 5 Percent Convertible Subordinated Notes:
U.S. Bank National Association, – Notice of Redemption is being sent to all registered holders of the Notes. Copies of the Notice of Redemption may be obtained from U.S. Bank National Association, the Conversion Agent and Paying Agent, by calling Philip G. Kane, Jr. at (860) 241-6842. The address of U.S. Bank
_____________
U.S. Bank National Association – S. Bank National Association, the Conversion Agent and Paying Agent, by calling Philip G. Kane, Jr. at (860) 241-6842. The address of U.S. Bank National Association is 225 Asylum Street, Floor 23, Hartford, CT 06103.
Cephalon, Inc.
Founded in 1987, Cephalon, Inc. is an international biopharmaceutical company dedicated to
_____________
dt 258447
;
|
Cephalon
As referenced in this Cephalon Calls for Redemption of 5 Percent Convertible Subordinated Notes:
Cephalon, Inc – 6376
cmerritt@cephalon.com
For Immediate Release
Cephalon Calls for Redemption of 5 Percent
Convertible Subordinated Notes
West Chester, PA, June 17, 2003 Cephalon, Inc . (Nasdaq: CEPH) announced today that it is calling for redemption on July 8, 2003, all of its 5 percent Convertible Subordinated Notes
_____________
Cephalon, Inc – Kane, Jr. at (860) 241-6842. The address of U.S. Bank National Association is 225 Asylum Street, Floor 23, Hartford, CT 06103.
Cephalon, Inc .
Founded in 1987, Cephalon, Inc. is an international biopharmaceutical company dedicated to the discovery, development and marketing of innovative products to treat
_____________
Cephalon, Inc – 6842. The address of U.S. Bank National Association is 225 Asylum Street, Floor 23, Hartford, CT 06103.
Cephalon, Inc.
Founded in 1987, Cephalon, Inc . is an international biopharmaceutical company dedicated to the discovery, development and marketing of innovative products to treat sleep and neurological disorders, cancer
_____________
dt 255999
|
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| 2004 |
364-Day Credit Agreement
364-Day Credit Agreement (22K)
Doc #202248: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
Dated as of December 9, 2003
PEPSIAMERICAS, INC., a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") and initial issuing banks (the "Initial Issuing Banks") listed on the signature pages hereof, BANK ONE, NA, as syndication agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, as documentation agents, CITIGROUP GLOBAL MARKETS INC. and BANC ONE CAPITAL MARKETS, INC. as joint lead arrangers, and CITICORP USA, INC. ("Citicorp"), as agent (the "Agent") for the Lenders (as hereinafter defined), agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
"Advance" means a Revolving Credit Advance or a Competitive Bid Advance.
"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person means the possession, direct or indirect, of the power to vote 10% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.
"Agent's Account" means the account of the Agent maintained by the Agent at Citibank at its office at 388 Greenwich Street, New York, New York 10013, Account No. 36852248, Attention: Bank Loan Syndications.
"Applicable Lending Office" means, with respect to each Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance and, in the case of a Competitive Bid Advance, the office of such Lender notified by such Lender to the Agent as its Applicable Lending Office with respect to such Competitive Bid Advance.
"Applicable Margin" means (a) for Base Rate Advances, 0% per annum and (b) for Eurodollar Rate Advances, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:
202248
|
U.S. Bank, NA
As referenced in this 364-Day Credit Agreement:
U.S. BANK NATIONAL ASSOCIATION
– Kathleen Savard
Title: Vice President
$30,000,000
THE NORTHERN TRUST COMPANY
By: /s/ Russell R. Rockenback
Title: Vice President
$30,000,000
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Michael P. Dickman
Title: Assistant Vice President
$30,000,000
FIFTH THIRD BANK
By: /s/ Kim Puszczewicz
Title: Corporate Banking
_____________
dt 188040
;
Citibank
As referenced in this 364-Day Credit Agreement:
Citibank, N.A. – relates to any Eurodollar Rate Advances or LIBO Rate Advances, on which dealings are carried on in the London interbank market.
"Citibank" means Citibank, N.A.
"Commitment" means a Revolving Credit Commitment or a Letter of Credit Commitment.
"Competitive Bid Advance" means an advance by a Lender to
_____________
CITIBANK, N.A. – Treasurer
CITICORP USA, INC.,
as Agent
By: /s/ Judith Green
Title: Vice President
Letter of Credit Commitment
Initial Issuing Banks
$50,000,000
CITIBANK, N.A.
By: /s/ Judith Green
Title: Vice President
$50,000,000
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Page Mesaros
Title: Vice President
$100,
_____________
dt 146316
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
CITICORP USA, INC – OF AMERICA, N.A.
and
JPMORGAN CHASE BANK
as Documentation Agents
and
and
BANC ONE SECURITIES LLC
as Joint Lead Arranger>
and
CITICORP USA, INC .
as Agent
TABLE OF CONTENTS
ARTICLE I
SECTION 1.01.
Certain Defined Terms
SECTION 1.02.
Computation of Time Periods
SECTION 1.
_____________
CITICORP USA, INC – A. and JPMORGAN CHASE BANK, as documentation agents, CITIGROUP GLOBAL MARKETS INC. and BANC ONE CAPITAL MARKETS, INC. as joint lead arrangers, and CITICORP USA, INC . ("Citicorp"), as agent (the "Agent") for the Lenders (as hereinafter defined), agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.
_____________
CITICORP USA, INC – respective officers thereunto duly authorized, as of the date first above written.
PEPSIAMERICAS, INC.
By: /s/ Andrew Stark
Title: Vice President and Treasurer
CITICORP USA, INC .,
as Agent
By: /s/ Judith Green
Title: Vice President
Letter of Credit Commitment
Initial Issuing Banks
$50,000,000
CITIBANK, N.A.
_____________
CITICORP USA, INC – Title: Vice President
$100,000,000
Total of the Letter of Credit Commitments
Revolving Credit Commitment
Initial Lenders Lead Arranger
$70,000,000
CITICORP USA, INC .
By: /s/ Judith Green
Title: Vice President
$70,000,000
BANK ONE, NA
By: /s/ Thomas Lass
Title: Associate Director
$70,000,
_____________
Citicorp USA, Inc – the 364-Day Credit Agreement dated as of December 9, 2003 among the Borrower, the Lender and certain other lenders parties thereto, and Citicorp USA, Inc . as Agent for the Lender and such other lenders (as amended or modified from time to time, the "Credit Agreement"; the terms
_____________
dt 165042
;
|
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – to such Lender resulting from the Revolving Credit Advances made by such Lender.
"S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc .
"Single Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
_____________
dt 311203
;
Pepsi Bottling
As referenced in this 364-Day Credit Agreement:
Pepsi Bottling Group, Inc – TD align=left width="90%">(i) Any Person or two or more Persons acting in concert (other than PepsiCo or The Pepsi Bottling Group, Inc .) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of
_____________
dt 1363226
;
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364-Day Credit Agreement
364-Day Credit Agreement (254K)
Doc #215022: Click preview link for longer preview.
THE BOEING COMPANY
364-DAY
CREDIT AGREEMENT
among
THE BOEING COMPANY
for itself and on behalf of its Subsidiaries,
as a Borrower
THE LENDERS PARTY HERETO
CITIBANK, N.A.,
as Administrative Agent
JPMORGAN CHASE BANK,
as Syndication Agent
and
CITIGROUP GLOBAL MARKETS INC.
and
J.P.MORGAN SECURITIES INC.,
as Joint Lead Arrangers and Joint Book Managers
dated as of November 21, 2003
TABLE OF CONTENTS
Article and Section
ARTICLE 1 . . .
215022
|
U.S. Bank, NA
As referenced in this 364-Day Credit Agreement:
U.S. BANK NATIONAL ASSOCIATION
– By
Name:
Title:
LLOYDS TSB BANK PLC
By
Name:
Title:
THE NORTHERN TRUST COMPANY
By
Name:
Title:
SOCIETE GENERALE
By
Name:
Title:
4
U.S. BANK NATIONAL ASSOCIATION
By
Name:
Title:
WESTPAC BANKING CORPORATION
By
Name:
Title:
AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED
By
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
_____________
U.S. Bank National Association
– 203 719-3888
677 Washington Blvd.
Stamford, Connecticut 06901
Attn: Marie Haddad
Banking Product Services
T: 203 719-5609
F: 203 719-3888
U.S. Bank National Association
$
31,250,000
1420 Fifth Avenue, 11th Floor
Seattle, WA 98101
Attn: James Farmer
T: 206 587-5237
F: 206 344-3654
_____________
dt 188094
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK, – ASSOCIATION
By
Name:
Title:
STANDARD CHARTERED BANK
By
Name:
Title:
By
Name:
Title:
Co-Agents
ABN AMRO BANK, N.V.
By
Name:
Title:
BANCO BILBAO VIZCAYA ARGENTARIA
By
Name:
Title:
LLOYDS TSB
ABN Amro Bank, – I
APPLICABLE LENDING OFFICES
Name of Initial Lender
Commitment
Domestic Lending Office
Eurodollar Lending Office
ABN Amro Bank, N.V.
$
31,250,000
208 South LaSalle
Suite 1500
Chicago, IL 60604
Attn:
dt 45393
;
|
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – 364-DAY
CREDIT AGREEMENT
among
THE BOEING COMPANY
for itself and on behalf of its Subsidiaries,
as a Borrower
THE LENDERS PARTY HERETO
CITIBANK, N.A. ,
as Administrative Agent
JPMORGAN CHASE BANK,
as Syndication Agent
and
CITIGROUP GLOBAL MARKETS INC.
and
J.P.MORGAN SECURITIES INC.,
as Joint
_____________
Citibank, N.A. – 6.2
Lenders Rights upon Borrower Default
ARTICLE 7 THE AGENT
7.1
Authorization and Action
7.2
Agents Reliance, Etc.
7.3
Citibank, N.A. and its Affiliates
7.4
Lender Credit Decision
7.5
Indemnification
7.6
Successor Agent
7.7
Certain Obligations May Be Performed
_____________
CITIBANK, N.A. – MARKETS INC. and J.P.MORGAN SECURITIES INC., as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent, and CITIBANK, N.A. , in its capacity as administrative agent for the Lenders (in such capacity, the Agent), agree as follows:
ARTICLE 1
Definitions
1.1
_____________
Citibank, N.A. – the Bank Credit Agreement, dated as of November 23, 2001, as amended and restated as of November 22, 2002, by and among TBC, Citibank, N.A. , as administrative agent, and certain other banks as lenders.
Advance means a Committed Advance or a Bid Advance.
Agent means Citibank, N.
_____________
Citibank, N.A. – Citibank, N.A., as administrative agent, and certain other banks as lenders.
Advance means a Committed Advance or a Bid Advance.
Agent means Citibank, N.A. acting in its capacity as administrative agent for the Lenders, or any successor administrative agent appointed pursuant to Section 7.6.
Agents
_____________
dt 146394
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – Section 2.19.
Required Assignment has the meaning specified in Section 2.20(a).
S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc .
Subsidiary means any Person in which more than 50% of the Voting Stock or the interest in the capital or profits is
_____________
dt 311244
;
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| 2003 |
364-Day Credit Agreement [Amended and Restated]
364-Day Credit Agreement [Amended and Restated] (24K)
Doc #215094: Click preview link for longer preview.
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of November 22, 2002
THE BOEING COMPANY, a Delaware corporation ("TBC" or the "Company"), the banks, financial institutions and other institutional lenders (collectively, the "Initial Lenders") party hereto, SALOMON SMITH BARNEY INC., and JPMORGAN SECURITIES INC., as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent, and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the "Agent"), hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Company is party to a 364-Day Credit Agreement dated as of November 23, 2001 (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 and Citibank, N.A., as Agent for the Lenders and such other lenders. Capitalized terms not otherwise defined in this Amendment and Restatement shall have the same meanings as specified in the Existing Credit Agreement.
(2) The parties to this Amendment and Restatement desire to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement in its entirety to read as set forth in the Existing Credit Agreement with the following amendments.
(3) The Company has requested that the Lenders agree to extend credit to it from time to time in an aggregate principal amount of up to $3,000,000,000 for general corporate purposes of the Company and its Subsidiaries not otherwise prohibited under the terms of this Amendment and Restatement. The Lenders have indicated their willingness to agree to extend credit to the Company 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) The definition of "Applicable Margin" in Section 1.1 is amended by deleting the grid in clause (ii) thereof and substituting therefor the following:
215094
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U.S. Bank, NA
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
U.S. BANK NATIONAL ASSOCIATION
– President
Vice President
BANCO BILBAO VIZCAYA ARGENTARIA
By
Name:
John Martini
Miguel A. Lara
Title:
VP-Corporate Banking
VP Global Corporate Banking
8
U.S. BANK NATIONAL ASSOCIATION
By
Name:
Barry P. Litwin
Title:
Senior Vice President
WESTPAC BANKING CORP.
By
Name:
Lisa Porter
Title:
Vice President
AUSTRALIA AND NEW
_____________
U.S. Bank National Association
– 203 719-3888
677 Washington Blvd.
Stamford, Connecticut 06901
Attn: Marie Haddad
Banking Product Services
T: 203 719-5609
F: 203 719-3888
U.S. Bank National Association
$
25,000,000
1420 Fifth Avenue, 11th Floor
Seattle, WA 98101
Attn: James Farmer
T: 206 587-5237
F: 206 344-3654
_____________
dt 188096
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
ABN AMRO BANK, – President, Corporate Banking USAM067
7
SOCIETE GENERALE
By
Name:
Jose A. Moreno
Title:
Managing Director
ABN AMRO BANK, N.V.
By
Name:
Terrence J. Ward
Edward John Hill III
Title:
Senior Vice
ABN Amro Bank, – I
APPLICABLE LENDING OFFICES
Name of Initial Lender
Commitment
Domestic Lending Office
Eurodollar Lending Office
ABN Amro Bank, N.V.
$
50,000,000
208 South LaSalle
Suite 1500
Chicago, IL 60604
Attn:
dt 45395
;
|
Citibank
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
CITIBANK, N.A. – SALOMON SMITH BARNEY INC., and JPMORGAN SECURITIES INC., as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent, and CITIBANK, N.A. , as administrative agent for the Lenders (in such capacity, the "Agent"), hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Company is party
_____________
Citibank, N.A. – the date of this Amendment and Restatement, the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto and Citibank, N.A. , as Agent for the Lenders and such other lenders. Capitalized terms not otherwise defined in this Amendment and Restatement shall have the
_____________
CITIBANK, N.A. – their respective officers thereunto duly authorized, as of the date first above written.
THE BOEING COMPANY
By
Title:
David A. Dohnaek, Assistant Treasurer
CITIBANK, N.A. , Individually and as Agent
By
Name:
Carolyn A. Kee
Title:
Vice President
Syndication Agent
JPMORGAN CHASE BANK
By
Name:
Matthew H. Massie
_____________
Citibank, N.A. – F: 312 977-1380
209 South LaSalle Suite 500
Chicago, IL 60604
Attn: Catherine Lui
T: 312 977-2200
F: 312 977-1380
Citibank, N.A.
$
260,000,000
388 Greenwich Street
New York, NY 10013
Attn: Philippa Portnoy
T: 212 559-5812
F: 212 793-1246
388
_____________
dt 146399
;
Royal Bank
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
ROYAL BANK OF SCOTLAND PLC
– First Vice President
Vice President
BNP PARIBAS
By
Name:
Brian F. Hewett
Title:
Director
By
Name:
Christine L. Howatt
Title:
Director
6
THE ROYAL BANK OF SCOTLAND PLC
By
Name:
Dean White
Title:
Corporate Director
CREDIT LYONNAIS NEW YORK BRANCH
By
Name:
Scott R. Chappelka
Title:
Vice President
UBS AG,
_____________
dt 225484
;
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| 2002 |
364-Day Credit Agreement
364-Day Credit Agreement (328K)
Doc #215166: Click preview link for longer preview.
364-DAY
CREDIT AGREEMENT
among
THE BOEING COMPANY
for itself and on behalf of its Subsidiaries,
as a Borrower
THE LENDERS PARTY HERETO
CITIBANK, N.A.,
as Administrative Agent
JPMORGAN CHASE BANK,
as Syndication Agent
and
SALOMON SMITH BARNEY INC.
and
JPMORGAN SECURITIES, INC.,
as Joint Lead Arrangers and Joint Book Managers
dated as of November 23, 2001
{PAGE}
TABLE OF CONTENTS
Article and Section Page
Article 1 Definitions
1.1 Definitions............................................................4
1.2 Use of Defined Terms; References......................................13
1.3 Accounting Terms......................................................13
Article 2 Amounts and Terms of the Advances
2.1 Committed Advances....................................................13
2.2 Making Committed Advances.............................................13
2.3 Conversion to Term Loans, Repayment...................................15
2.4 Interest Rate on Committed Advances...................................15
2.5 Bid Advances..........................................................16
2.6 Lender Assignment or Sale.............................................19
2.7 Fees19
2.8 Reduction of the Commitments..........................................20
2.9 Additional Interest on Eurodollar Rate Committed Advances.............20
2.10 Eurodollar Interest Rate Determination................................20
2.11 Voluntary Conversion of Committed Advances............................21
2.12 Prepayments...........................................................21
2.13 Increases in Costs....................................................22
2.14 Taxes.................................................................23
2.15 Illegality............................................................25
2.16 Payments and Computations.............................................26
2.17 Sharing of Payments, Etc..............................................26
2.18 Evidence of Debt......................................................27
2.19 Alteration of Commitments and Addition of Lenders.....................27
2.20 Assignments; Sales of Participations and Other Interests in Advances..29
2.21 Extension of Termination Date.........................................31
2.22 Subsidiary Borrowers..................................................32
Article 3 Representations and Warranties
3.1 Representations and Warranties by the Borrowers.......................34
Article 4 Covenants of TBC
4.1 Affirmative Covenants of TBC..........................................35
4.2 General Negative Covenants of TBC.....................................36
4.3 Financial Statement Terms.............................................38
4.4 Waivers of Covenants..................................................38
Article 5 Conditions Precedent to Borrowings
5.1 Conditions Precedent to the Initial Borrowing of TBC..................38
5.2 Conditions Precedent to Each Committed Borrowing of TBC...............39
5.3 Conditions Precedent to Each Bid Borrowing of TBC.....................39
5.4 Conditions Precedent to the Initial Borrowing of a Subsidiary
Borrower..............................................................40
5.5 Conditions Precedent to Each Committed Borrowing of a Subsidiary
Borrower..............................................................41
5.6 Conditions Precedent to Each Bid Borrowing of a Subsidiary Borrower...41
Article 6 Events of Default
6.1 Events of Default.....................................................42
6.2 Lenders' Rights upon Borrower Default.................................43
Article 7 The Agent
7.1 Authorization and Action..............................................44
7.2 Agent's Reliance, Etc.................................................44
7.3 Citibank, N.A. and its Affiliates.....................................45
7.4 Lender Credit Decision................................................45
7.5 Indemnification.......................................................45
7.6 Successor Agent.......................................................46
7.7 Certain Obligations May Be Performed by Affiliates....................46
Article 8 Miscellaneous
8.1 Modification, Consents and Waivers....................................46
8.2 Notices...............................................................47
8.3 Costs, Expenses and Taxes.............................................48
8.4 Binding Effect........................................................48
8.5 Severability..........................................................48
8.6 Governing Law.........................................................49
8.7 Headings..............................................................49
8.8 Execution in Counterparts.............................................49
8.9 Right of Set-Off......................................................49
8.10 Confidentiality.......................................................49
8.11 Agreement in Effect...................................................49
Exhibit A-1 - Committed Note
Exhibit A-2 - Bid Note
Exhibit B-1 - Notice of Committed Borrowing
Exhibit B-2 - Notice of Bid Borrowing
Exhibit C - Request for Alteration
Exhibit D - Borrower Subsidiary Letter
Exhibit E - Extension Request
Exhibit F - Continuation Notice
Exhibit G - Opinion of Counsel of the Company
Exhibit H - Opinion of Counsel for Agent
Exhibit I - Opinion of in-house counsel to Subsidiary Borrower
Exhibit J - Guaranty of TBC
Exhibit K - Opinion of Counsel to TBC
Schedule I - Commitments
{PAGE}
CREDIT AGREEMENT
Dated as of November 23, 2001
THE BOEING COMPANY, a Delaware corporation ("TBC" or the "Company"), for itself
and on behalf of the other BORROWERS (as defined below), the LENDERS (as defined
below), SALOMON SMITH BARNEY INC. and JPMORGAN SECURITIES INC., as joint lead
arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent,
and CITIBANK, N.A., in its capacity as administrative agent for the Lenders (in
such capacity, the "Agent"), agree as follows:
Article 1
Definitions
1.1 Definitions. As used in this Agreement, the following terms have the
respective meanings set out below:
"2000 Credit Agreement" means the Bank Credit Agreement, dated as of
September 27, 2000, as amended and restated as of September 24, 2001,
by and among TBC, Citibank, N.A., as administrative agent, and certain
other banks as lenders.
"Advance" means a Committed Advance or a Bid Advance.
"Agent" means Citibank, N.A. acting in its capacity as administrative agent for
the Lenders, or any successor administrative agent appointed pursuant
to Section 7.6.
"Agent's Account" means the account of the Agent maintained by the Agent with
Citibank, N.A., at its office at 388 Greenwich Street,
New York, New York 10013, Account 36852248, Attention: Mr. Brian
Maxwell.
"Affiliate" means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with
such Person or is a director or officer of such Person. (For purposes
of this definition, the term "controls", "controlling", "controlled by"
and "under common control with" mean, with respect to a Person, the
possession, direct or indirect, of the power to vote 5% or more of the
Voting Stock of such Person or to direct or cause the direction of the
management and policies of such Person, whether through the ownership
of Voting Stock, by contract, or otherwise.)
"Agreement" means this agreement, as it may be amended or otherwise modified
from time to time, and any written additions or supplements hereto.
"Applicable Lending Office" means, with respect to each Lender, such Lender's
Domestic Lending Office, in the case of a Base Rate Advance, and such
Lender's Eurodollar Lending Office, in the case of a Eurodollar Rate
Advance, and, in the case of a Bid Advance, the office of such Lender
specified by such Lender in a notice to the Agent as its Applicable
Lending Office with respect to such Bid Advance.
"Applicable Margin" means,
(i) with respect to Base Rate Advances, 0% per annum; and
(ii) with respect to Eurodollar Rate Advances for any date, a
fluctuating per annum rate equal to the then-applicable rate
set forth in the pricing grid below, depending upon the rating
of the long-term senior unsecured debt of TBC then in effect:
{TABLE}
{CAPTION}
--------------- ------------------------------------------------ --------------------- ---------------------
Level Public Debt Rating: S&P and Moody's Applicable Margin Applicable Margin
Through the After the
Termination Date Termination Date
--------------- ------------------------------------------------ --------------------- ---------------------
{S} {C} {C} {C}
Level I A+ by S&P or A1 by Moody's or above 0.110% 0.250%
--------------- ------------------------------------------------ --------------------- ---------------------
Level II less than Level I 0.240% 0.400%
but at least A by S&P or A2 by Moody's
--------------- ------------------------------------------------ --------------------- ---------------------
Level III less than Level II 0.280% 0.500%
but at least A- by S&P or A3 by Moody's
--------------- ------------------------------------------------ --------------------- ---------------------
Level IV less than Level III 0.350% 0.675%
but at least BBB+ by S&P or Baa1 by Moody'S
--------------- ------------------------------------------------ --------------------- ---------------------
Level V less than Level IV 0.475% 0.875%
--------------- ------------------------------------------------ --------------------- ---------------------
{/TABLE}
provided, however, that if the ratings from S&P and Moody's fall within
different levels, then the Applicable Margin shall be based on the
higher of the two ratings except that, if the lower of such ratings is
more than one level below the higher of such ratings, the Applicable
Margin shall be determined based on the level above the lower of such
ratings, and
provided further that if, at any time, no rating is available from S&P
and Moody's or any other nationally recognized statistical rating
organization designated by TBC and approved in writing by the Majority
Lenders, the Applicable Margin for each Interest Period or each other
period commencing during the thirty days following such ratings
becoming unavailable shall be the Applicable Margin in effect
immediately prior to such ratings becoming unavailable. Thereafter, the
rating to be used until ratings from S&P and Moody's become available
shall be as agreed between TBC and the Agent, and TBC and the Agent
shall use good faith efforts to reach such agreement within such
thirty-day period, provided, however, that if no such agreement is
reached within such thirty-day period the Applicable Margin thereafter,
until such agreement is reached, shall be (a) if any such rating has
become unavailable as a result of S&P or Moody's ceasing its business
as a rating agency, the Applicable Margin in effect immediately prior
to such cessation or (b) otherwise, the Applicable Margin as set forth
under Level V above; and
provided further that in the event and during the continuance of an
Event of Default, the Applicable Margin shall immediately increase by
1.0% above the Applicable Margin then in effect, and, in the case of a
Eurodollar Rate Advance, such Advance shall automatically convert to a
Base Rate Advance at the end of the Interest Period then in effect for
such Eurodollar Rate Advance.
"Applicable Percentage" means, for any date, a fluctuating per annum rate equal
to the then-applicable rate set forth in the pricing grid below,
depending upon the rating of the long-term senior unsecured debt of TBC
then in effect:
215166
|
U.S. Bank, NA
As referenced in this 364-Day Credit Agreement:
U.S. BANK NATIONAL ASSOCIATION
– MARY MACHADO-SCHAMMEL
___________________________________
Name: Mary Machado-Schammel
Title: Sr. Vice President
By /s/ FRIEDA YOULIOS
___________________________________
Name: Frieda Youlios
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By /s/ JAMES R. FARMER
___________________________________
Name: James R. Farmer
Title: Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By /s/ WALTER
_____________
U.S. Bank National Association – Goldsworthy
Banking Product Services Banking Product Services
T: 203 179-0481 T: 203 179-0481
F: 203 719-4176 F: 203 719-4176
----------------------------------- ------------------ ------------------------------------ ----------------------------------
U.S. Bank National Association $25,000,000 1420 Fifth Avenue, 11th Floor 1420 Fifth Avenue, 11th Floor
Seattle, WA 98101 Seattle, WA 98101
Attn: James Farmer
_____________
dt 188097
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK, – OF SCOTLAND PLC
By /s/ DEAN WHITE
___________________________________
Name: Dean White
Title: Corporate Director
Lenders
ABN AMRO BANK, N.V.
By /s/ THOMAS K. PETERSON
___________________________________
Name: Thoms K. Peterson
Title: Senior
ABN Amro Bank, – Name of Initial Lender Commitment Domestic Lending Office Eurodollar Lending Office
----------------------------------- ------------------ ------------------------------------ ----------------------------------
{S} {C} {C} {C}
ABN Amro Bank, N.V. $50,000,000 208 South LaSalle 208 South LaSalle
Suite 1500 Suite
dt 45397
;
|
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – 364-DAY
CREDIT AGREEMENT
among
THE BOEING COMPANY
for itself and on behalf of its Subsidiaries,
as a Borrower
THE LENDERS PARTY HERETO
CITIBANK, N.A. ,
as Administrative Agent
JPMORGAN CHASE BANK,
as Syndication Agent
and
SALOMON SMITH BARNEY INC.
and
JPMORGAN SECURITIES, INC.,
as Joint Lead Arrangers
_____________
Citibank, N.A. – upon Borrower Default.................................43
Article 7 The Agent
7.1 Authorization and Action..............................................44
7.2 Agent's Reliance, Etc.................................................44
7.3 Citibank, N.A. and its Affiliates.....................................45
7.4 Lender Credit Decision................................................45
7.5 Indemnification.......................................................45
7.6 Successor Agent.......................................................46
7.7 Certain
_____________
CITIBANK, N.A. – SALOMON SMITH BARNEY INC. and JPMORGAN SECURITIES INC., as joint lead
arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent,
and CITIBANK, N.A. , in its capacity as administrative agent for the Lenders (in
such capacity, the "Agent"), agree as follows:
Article 1
Definitions
1.1
_____________
Citibank, N.A. – the Bank Credit Agreement, dated as of
September 27, 2000, as amended and restated as of September 24, 2001,
by and among TBC, Citibank, N.A. , as administrative agent, and certain
other banks as lenders.
"Advance" means a Committed Advance or a Bid Advance.
"Agent" means Citibank, N.
_____________
Citibank, N.A. – Citibank, N.A., as administrative agent, and certain
other banks as lenders.
"Advance" means a Committed Advance or a Bid Advance.
"Agent" means Citibank, N.A. acting in its capacity as administrative agent for
the Lenders, or any successor administrative agent appointed pursuant
to Section 7.6.
"Agent'
_____________
dt 146404
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – 2.19.
"Required Assignment" has the meaning specified in Section 2.20(a).
"S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc .
"Subsidiary" means any corporation in which more than 50% of the Voting Stock is
owned by TBC, by TBC and any one
_____________
dt 311247
;
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364-Day Credit Agreement
364-Day Credit Agreement (183K)
Doc #215356: Click preview link for longer preview.
THE BOEING COMPANY
364-DAY
CREDIT AGREEMENT
among
THE BOEING COMPANY
for itself and on behalf of its Subsidiaries,
as a Borrower
THE LENDERS PARTY HERETO
CITIBANK, N.A.,
as Administrative Agent
JPMORGAN CHASE BANK,
as Syndication Agent
and
CITIGROUP GLOBAL MARKETS INC.
and
J.P.MORGAN SECURITIES INC.,
as Joint Lead Arrangers and Joint Book Managers
dated as of November 21, 2003
TABLE OF CONTENTS
364 ? Day Credit Agreement
Article and . . .
215356
|
U.S. Bank, NA
As referenced in this 364-Day Credit Agreement:
U.S. BANK NATIONAL ASSOCIATION
– By
Name:
Title:
LLOYDS TSB BANK PLC
By
Name:
Title:
THE NORTHERN TRUST COMPANY
By
Name:
Title:
SOCIETE GENERALE
By
Name:
Title:
4
U.S. BANK NATIONAL ASSOCIATION
By
Name:
Title:
WESTPAC BANKING CORPORATION
By
Name:
Title:
AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED
By
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
_____________
U.S. Bank National
Association
– 203 719-3888
677 Washington Blvd.
Stamford, Connecticut 06901
Attn: Marie Haddad
Banking Product Services
T: 203 719-5609
F: 203 719-3888
U.S. Bank National
Association
$
31,250,000
1420 Fifth Avenue, 11th Floor
Seattle, WA 98101
Attn: James Farmer
T: 206 587-5237
F: 206 344-3654
_____________
dt 188098
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK, – ASSOCIATION
By
Name:
Title:
STANDARD CHARTERED BANK
By
Name:
Title:
By
Name:
Title:
Co-Agents
ABN AMRO BANK, N.V.
By
Name:
Title:
BANCO BILBAO VIZCAYA ARGENTARIA
By
Name:
Title:
LLOYDS TSB
ABN Amro Bank, – I
APPLICABLE LENDING OFFICES
Name of Initial Lender
Commitment
Domestic Lending Office
Eurodollar Lending Office
ABN Amro Bank, N.V.
$
31,250,000
208 South LaSalle
Suite 1500
Chicago, IL 60604
Attn:
dt 45400
;
|
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – 364-DAY
CREDIT AGREEMENT
among
THE BOEING COMPANY
for itself and on behalf of its Subsidiaries,
as a Borrower
THE LENDERS PARTY HERETO
CITIBANK, N.A. ,
as Administrative Agent
JPMORGAN CHASE BANK,
as Syndication Agent
and
CITIGROUP GLOBAL MARKETS INC.
and
J.P.MORGAN SECURITIES INC.,
as Joint
_____________
Citibank, N.A. – Rights upon Borrower Default
41
ARTICLE 7 THE AGENT
7.1
Authorization and Action
41
7.2
Agents Reliance, Etc.
42
7.3
Citibank, N.A. and its Affiliates
42
7.4
Lender Credit Decision
42
7.5
Indemnification
42
7.6
Successor Agent
43
7.7
Certain
_____________
CITIBANK, N.A. – MARKETS INC. and J.P.MORGAN SECURITIES INC., as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent, and CITIBANK, N.A. , in its capacity as administrative agent for the Lenders (in such capacity, the Agent), agree as follows:
ARTICLE 1
Definitions
1.1
_____________
Citibank, N.A. – the Bank Credit Agreement, dated as of November 23, 2001, as amended and restated as of November 22, 2002, by and among TBC, Citibank, N.A. , as administrative agent, and certain other banks as lenders.
Advance means a Committed Advance or a Bid Advance.
Agent means Citibank, N.
_____________
Citibank, N.A. – Citibank, N.A., as administrative agent, and certain other banks as lenders.
Advance means a Committed Advance or a Bid Advance.
Agent means Citibank, N.A. acting in its capacity as administrative agent for the Lenders, or any successor administrative agent appointed pursuant to Section 7.6.
Agents
_____________
dt 146409
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – Section 2.19.
Required Assignment has the meaning specified in Section 2.20(a).
S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc .
Subsidiary means any Person in which more than 50% of the Voting Stock or the interest in the capital or profits is
_____________
dt 311249
;
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| 2003 |
364-Day Credit Agreement [Amended and Restated]
364-Day Credit Agreement [Amended and Restated] (23K)
Doc #216662: Click preview link for longer preview.
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of November 22, 2002
THE BOEING COMPANY, a Delaware corporation ("TBC" or the "Company"), the banks, financial institutions and other institutional lenders (collectively, the "Initial Lenders") party hereto, SALOMON SMITH BARNEY INC., and JPMORGAN SECURITIES INC., as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent, and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the "Agent"), hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Company is party to a 364-Day Credit Agreement dated as of November 23, 2001 (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 and Citibank, N.A., as Agent for the Lenders and such other lenders. Capitalized terms not otherwise defined in this Amendment and Restatement shall have the same meanings as specified in the Existing Credit Agreement.
(2) The parties to this Amendment and Restatement desire to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement in its entirety to read as set forth in the Existing Credit Agreement with the following amendments.
(3) The Company has requested that the Lenders agree to extend credit to it from time to time in an aggregate principal amount of up to $3,000,000,000 for general corporate purposes of the Company and its Subsidiaries not otherwise prohibited under the terms of this Amendment and Restatement. The Lenders have indicated their willingness to agree to extend credit to the Company 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) The definition of "Applicable Margin" in Section 1.1 is amended by deleting the grid in clause (ii) thereof and substituting therefor the following:
216662
|
U.S. Bank, NA
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
U.S. BANK NATIONAL ASSOCIATION
– THE NORTHERN TRUST COMPANY
By
_______________________________________
Name:
Title:
DEUTSCHE VERKEHRSBANK AG
By
_______________________________________
Name:
Title:
BANCO BILBAO VIZCAYA ARGENTARIA
By
_______________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By
_______________________________________
Name:
Title:
WESTPAC BANKING CORP.
By
_______________________________________
Name:
Title:
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
By
_______________________________________
Name:
Title:
_____________
U.S. Bank National Association
– 203 719-3888
677 Washington Blvd.
Stamford, Connecticut 06901
Attn: Marie Haddad
Banking Product Services
T: 203 719-5609
F: 203 719-3888
U.S. Bank National Association
$
25,000,000
1420 Fifth Avenue, 11th Floor
Seattle, WA 98101
Attn: James Farmer
T: 206 587-5237 F: 206 344-3654
_____________
dt 188100
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
ABN AMRO BANK, – Title:
LLOYDS TSB BANK PLC
By
_______________________________________
Name:
Title:
SOCIETE GENERALE
By
_______________________________________
Name:
Title:
ABN AMRO BANK, N.V.
By
_______________________________________
Name:
Title:
STANDARD CHARTERED BANK
By
_______________________________________
Name:
Title:
By
ABN Amro Bank, – I
APPLICABLE LENDING OFFICES
Name of Initial Lender
Commitment
Domestic Lending Office
Eurodollar Lending Office
ABN Amro Bank, N.V.
$
50,000,000
208 South LaSalle
Suite 1500
Chicago, IL 60604
Attn:
dt 45408
;
|
Citibank
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
CITIBANK, N.A. – SALOMON SMITH BARNEY INC., and JPMORGAN SECURITIES INC., as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent, and CITIBANK, N.A. , as administrative agent for the Lenders (in such capacity, the "Agent"), hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Company is party
_____________
Citibank, N.A. – the date of this Amendment and Restatement, the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto and Citibank, N.A. , as Agent for the Lenders and such other lenders. Capitalized terms not otherwise defined in this Amendment and Restatement shall have the
_____________
CITIBANK, N.A. – executed by their respective officers thereunto duly authorized, as of the date first above written.
THE BOEING COMPANY
By
_______________________________________
Title: Assistant Treasurer
CITIBANK, N.A. , Individually and as Agent
By
_______________________________________
Name:
Title:
Syndication Agent
JPMORGAN CHASE BANK
By
_______________________________________
Name:
Title:
Documentation Agents
BANK OF AMERICA,
_____________
Citibank, N.A. – F: 312 977-1380
209 South LaSalle Suite 500
Chicago, IL 60604
Attn: Catherine Lui
T: 312 977-2200
F: 312 977-1380
Citibank, N.A.
$
260,000,000
388 Greenwich Street
New York, NY 10013
Attn: Philippa Portnoy
T: 212 559-5812
F: 212 793-1246
388
_____________
dt 146419
;
Royal Bank
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
ROYAL BANK OF SCOTLAND PLC
– Name:
Title:
BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLAND BRANCH
By
_______________________________________
Name:
Title:
BNP PARIBAS
By
_______________________________________
Name:
Title:
By
_______________________________________
Name:
Title:
THE ROYAL BANK OF SCOTLAND PLC
By
_______________________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By
_______________________________________
Name:
Title:
UBS AG, STAMFORD BRANCH
By
_______________________________________
Name:
Title:
By
_____________
dt 225490
;
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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
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U.S. Bank, NA
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
U.S. BANK, NA – 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, NA TIONAL ASSOCIATION
By:
/s/ Michael P. Dickman
Title:
Assistant Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
/s/ Steven M. Buehler
Title:
Vice President
By:
/s/ Mary D. Falck
Title:
_____________
U.S. Bank, Na – Attn: Ruby Gonzales
T: 323 720-7055
F: 323 724-6198
1980 Saturn Street
Monterey Park, CA 91755
Attn: Ruby Gonzales
T: 323 720-7055
F: 323 724-6198
12
U.S. Bank, Na tional Association
$62,273,000
Firstar Tower
425 Walnut Street, 8th Floor
Cincinnati, OH 45202
Attn: Rachel Meuller
T: 902 426-7464
F: 902 426-7993
Firstar Tower
425 Walnut
_____________
dt 1341882
;
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
;
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Full Doc
| 2004 |
364-Day Credit Agreement
364-Day Credit Agreement (230K)
Doc #293303: Click preview link for longer preview.
$337,500,000
364-DAY CREDIT AGREEMENT
AMONG
AON CORPORATION,
AS BORROWER,
THE LENDERS,
BANK ONE, NA,
AS LC ISSUER AND AGENT,
AND
CITIBANK, N.A.,
AND
ABN AMRO BANK N.V.
AS SYNDICATION AGENTS
DATED AS OF
FEBRUARY 5, 2004
--------------------------------------------------------------------------------
BANC ONE CAPITAL MARKETS, INC.
SOLE LEAD ARRANGER AND SOLE BOOK MANAGER
{Page}
TABLE OF CONTENTS
{Table}
{S} {C}
ARTICLE I DEFINITIONS......................................................................................1
ARTICLE II THE CREDITS....................................................................................13
2.1. Commitment.........................................................................................13
2.2. Required Payments; Termination.....................................................................13
2.3. Ratable Loans......................................................................................13
2.4. Types of Advances..................................................................................13
2.5. Facility Fee; Utilization Fee; Term Out Fee; Reductions and Increases in Aggregate Commitment......13
2.6. Minimum Amount of Each Advance.....................................................................15
2.7. Optional Principal Payments........................................................................15
2.8. Method of Selecting Types and Interest Periods for New Advances....................................15
2.9. Conversion and Continuation of Outstanding Advances................................................16
2.10. Changes in Interest Rate, etc......................................................................16
2.11. Rates Applicable After Default.....................................................................17
2.12. Method of Payment..................................................................................17
2.13. Noteless Agreement; Evidence of Indebtedness.......................................................17
2.14. Telephonic Notices.................................................................................18
2.15. Interest Payment Dates; Interest and Fee Basis.....................................................18
2.16. Notification of Advances, Interest Rates, Prepayments and Commitment Reductions....................19
2.17. Lending Installations..............................................................................19
2.18. Non-Receipt of Funds by the Agent..................................................................19
2.19. Facility LCs.......................................................................................20
2.20. Extension of Revolving Credit Termination Date and Facility Termination Date.......................24
2.21. Replacement of Lender..............................................................................25
ARTICLE III YIELD PROTECTION; TAXES.......................................................................25
3.1. Yield Protection...................................................................................25
3.2. Changes in Capital Adequacy Regulations............................................................26
3.3. Availability of Types of Advances..................................................................27
3.4. Funding Indemnification............................................................................27
3.5. Taxes..............................................................................................27
3.6. Lender Statements; Survival of Indemnity...........................................................29
ARTICLE IV CONDITIONS PRECEDENT...........................................................................29
4.1. Effectiveness......................................................................................29
4.2. Each Credit Extension..............................................................................31
ARTICLE V REPRESENTATIONS AND WARRANTIES..................................................................31
5.1. Corporate Existence and Standing...................................................................31
5.2. Authorization and Validity.........................................................................31
5.3. Compliance with Laws and Contracts.................................................................32
5.4. Governmental Consents..............................................................................32
5.5. Financial Statements...............................................................................32
{/Table}
-i-
{Page}
{Table}
{S} {C}
5.6. Material Adverse Change............................................................................33
5.7. Taxes..............................................................................................33
5.8. Litigation and Contingent Obligations..............................................................33
5.9. ERISA..............................................................................................33
5.10. Defaults...........................................................................................34
5.11. Regulation U.......................................................................................34
5.12. Investment Company; Public Utility Holding Company.................................................34
5.13. Ownership of Properties............................................................................34
5.14. Material Agreements................................................................................34
5.15. Environmental Laws.................................................................................35
5.16. Insurance..........................................................................................35
5.17. Insurance Licenses.................................................................................35
5.18. Disclosure.........................................................................................35
5.19. Reportable Transaction.............................................................................35
ARTICLE VI COVENANTS......................................................................................36
6.1. Financial Reporting................................................................................36
6.2. Use of Proceeds....................................................................................37
6.3. Notice of Default..................................................................................37
6.4. Conduct of Business................................................................................37
6.5. Taxes..............................................................................................38
6.6. Insurance..........................................................................................38
6.7. Compliance with Laws...............................................................................38
6.8. Maintenance of Properties..........................................................................38
6.9. Inspection.........................................................................................38
6.10. Capital Stock and Dividends........................................................................38
6.11. Merger.............................................................................................38
6.12. Liens..............................................................................................39
6.13. Affiliates.........................................................................................40
6.14. Change in Fiscal Year..............................................................................40
6.15. Inconsistent Agreements............................................................................40
6.16. Sale of Assets.....................................................................................40
6.17. Financial Covenants................................................................................40
6.18. ERISA..............................................................................................41
ARTICLE VII DEFAULTS......................................................................................41
ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES...............................................43
8.1. Acceleration; Facility LC Collateral Account.......................................................43
8.2. Amendments.........................................................................................44
8.3. Preservation of Rights.............................................................................45
ARTICLE IX GENERAL PROVISIONS.............................................................................45
9.1. Survival of Representations........................................................................45
9.2. Governmental Regulation............................................................................45
9.3. Headings...........................................................................................45
9.4. Entire Agreement...................................................................................45
9.5. Several Obligations; Benefits of this Agreement....................................................45
{/Table}
-ii-
{Page}
{Table}
{S} {C}
9.6. Expenses; Indemnification..........................................................................46
9.7. Numbers of Documents...............................................................................46
9.8. Accounting.........................................................................................46
9.9. Severability of Provisions.........................................................................46
9.10. Nonliability of Lenders............................................................................47
9.11. Confidentiality....................................................................................47
9.12. Disclosure.........................................................................................47
9.13. USA PATRIOT ACT NOTIFICATION.......................................................................47
ARTICLE X THE AGENT.......................................................................................48
10.1. Appointment........................................................................................48
10.2. Powers.............................................................................................48
10.3. General Immunity...................................................................................48
10.4. No Responsibility for Loans, Recitals, etc.........................................................48
10.5. Action on Instructions of Lenders..................................................................49
10.6. Employment of Agents and Counsel...................................................................49
10.7. Reliance on Documents; Counsel.....................................................................49
10.8. Agent's Reimbursement and Indemnification..........................................................49
10.9. Notice of Default..................................................................................50
10.10. Rights as a Lender.................................................................................50
10.11. Lender Credit Decision.............................................................................50
10.12. Successor Agent....................................................................................50
10.13. Agent and Arranger Fees............................................................................51
10.14. Delegation to Affiliates...........................................................................51
10.15. Syndication Agents; Senior Managing Agents; Managing Agents........................................51
ARTICLE XI SETOFF; RATABLE PAYMENTS.......................................................................52
11.1. Setoff.............................................................................................52
11.2. Ratable Payments...................................................................................52
ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.............................................52
12.1. Successors and Assigns.............................................................................52
12.2. Participations.....................................................................................53
12.3. Assignments........................................................................................54
12.4. Dissemination of Information.......................................................................55
12.5. Tax Treatment......................................................................................56
ARTICLE XIII NOTICES......................................................................................56
13.1. Giving Notice......................................................................................56
13.2. Change of Address..................................................................................56
ARTICLE XIV COUNTERPARTS..................................................................................56
ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL...................................56
15.1. CHOICE OF LAW......................................................................................56
15.2. CONSENT TO JURISDICTION............................................................................57
15.3. WAIVER OF JURY TRIAL...............................................................................57
{/Table}
-iii-
{Page}
EXHIBITS
{Table}
{S} {C}
Exhibit A Note
Exhibit B Form of Facility LC Application
Exhibit C Compliance Certificate
Exhibit D Assignment and Assumption Agreement
Exhibit E Commitment Addition Agreement
{/Table}
SCHEDULES
{Table}
{S} {C}
Pricing Schedule
Schedule 1 Commitments
{/Table}
-iv-
{Page}
364-DAY CREDIT AGREEMENT
This 364-Day Credit Agreement, dated as of February 5, 2004, is among Aon
Corporation, a Delaware corporation, the Lenders and Bank One, NA, a national
banking association having its principal office in Chicago, Illinois, as LC
Issuer and as Agent.
R E C I T A L S:
A. The Borrower has requested the Lenders to make financial
accommodations to it in the aggregate principal amount of $337,500,000; and
B. The Lenders are willing to extend such financial accommodations on
the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements made herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement:
"Advance" means a borrowing of Loans, (a) advanced by the Lenders on the
same Borrowing Date, or (b) converted or continued by the Lenders on the same
date of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurodollar
Loans, for the same Interest Period.
"Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.
"Agent" means Bank One in its capacity as contractual representative of the
Lenders pursuant to ARTICLE X, and not in its individual capacity as a Lender,
and any successor Agent appointed pursuant to ARTICLE X.
"Aggregate Commitment" means the aggregate of the Commitments of all the
Lenders, as reduced or increased from time to time pursuant to the terms hereof.
The initial Aggregate Commitment is $337,500,000.
{Page}
"Aggregate Outstanding Credit Exposure" means, at any time, the aggregate
of the Outstanding Credit Exposure of all the Lenders.
"Agreement" means this 364-Day 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
those used in preparing the financial statements referred to in SECTION 5.5.
"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, and (b) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.
"Alternate Base Rate Advance" means an Advance which, except as otherwise
provided in SECTION 2.11, bears interest at the Alternate Base Rate.
"Alternate Base Rate Loan" means a Loan which, except as otherwise provided
in SECTION 2.11, bears interest at the Alternate Base Rate.
"Applicable Facility Fee Rate" means, at any time, the percentage
determined in accordance with the Pricing Schedule at such time. The Applicable
Facility Fee Rate shall change as and when the Borrower Debt Rating changes.
"Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.
"Applicable Term Out Premium Rate" means, at any time, the percentage
determined in accordance with the Pricing Schedule at such time. The Applicable
Term Out Premium Rate shall change as and when the Borrower Debt Rating changes.
"Applicable Utilization Fee Rate" means, at any time, the percentage
determined in accordance with the Pricing Schedule at such time. The Applicable
Utilization Fee Rate shall change as and when the Borrower Debt Rating changes.
"Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.
"Arranger" means Banc One Capital Markets, Inc., a Delaware corporation,
and its successors, in its capacity as "Sole Lead Arranger" and "Sole Book
Manager".
"Article" means an article of this Agreement unless another document is
specifically referenced.
-2-
{Page}
"Authorized Officer" means any of the president, chief financial officer,
treasurer or vice-president and controller of the 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.
"Borrower" means Aon Corporation, a Delaware corporation, and its
successors and assigns.
"Borrower Debt Rating" means the senior unsecured long term debt (without
third party credit enhancement) rating of the Borrower as determined by a rating
agency identified on the Pricing Schedule.
"Borrowing Date" means a date on which an Advance is made hereunder.
"Borrowing Notice" is defined in SECTION 2.8.
"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
transfers can be made on the Fedwire system and dealings in United States
dollars are carried on in the London interbank market and (b) for all other
purposes, 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 and interbank wire transfers can be made on the
Fedwire system.
"Capitalized Lease" of a Person means any lease of Property by such Person
as lessee which would be capitalized on a balance sheet of such Person prepared
in accordance with Agreement Accounting Principles.
"Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.
"Change" is defined in SECTION 3.2.
"Change in Control" means (a) the acquisition by any Person, or two or more
Persons acting in concert, including without limitation any acquisition effected
by means of any transaction contemplated by SECTION 6.11, of beneficial
293303
|
U.S. Bank, NA
As referenced in this 364-Day Credit Agreement:
U.S. BANK NATIONAL ASSOCIATION
– Campbell
-----------------------------------
Title: Managing Director
----------------------------------------
Address: 600 Peachtree Street NE
Suite 2700
Atlanta, Georgia 30308
Attn: Mystro Whatley
Telecopy: (404) 888-8998
-12-
{Page}
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Sandra J. Hartay
-------------------------------------------
Print Name: Sandra J. Hartay
-----------------------------------
Title: Vice President
----------------------------------------
Address: 777 East Wisconsin Ave.
Milwaukee, Wisconsin 53202
Attn:
_____________
U.S. Bank National Association – Bank, N.A. $ 20,000,000
State Street Bank and Trust Company $ 15,000,000
The Bank of Nova Scotia $ 15,000,000
U.S. Bank National Association $ 12,500,000
TOTAL $ 337,500,000
==============
{/Table}
{/TEXT}
{/DOCUMENT}
_____________
dt 248831
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK N.V.
– DAY CREDIT AGREEMENT
AMONG
AON CORPORATION,
AS BORROWER,
THE LENDERS,
BANK ONE, NA,
AS LC ISSUER AND AGENT,
AND
CITIBANK, N.A.,
AND
ABN AMRO BANK N.V.
AS SYNDICATION AGENTS
DATED AS OF
FEBRUARY 5, 2004
--------------------------------------------------------------------------------
BANC ONE CAPITAL MARKETS, INC.
SOLE LEAD ARRANGER AND SOLE BOOK MANAGER
{Page}
_____________
ABN AMRO BANK N.V.
– Plaza
Suite IL1-0085
Chicago, Illinois 60670
Attn: Cindy Priest
Telecopy: (312) 732-4033
Telephone: (312) 732-9565
Email: cynthia_priest@bankone.com
{Page}
ABN AMRO BANK N.V.
By: /s/ Neil R. Stein
-------------------------------------------
Print Name: Neil R. Stein
-----------------------------------
Title: Group Vice President
----------------------------------------
By: /s/ Michael DeMarco
-------------------------------------------
Print Name: Michael DeMarco
-----------------------------------
_____________
ABN AMRO Bank N.V. – Level V status shall be
applicable.
-2-
{Page}
SCHEDULE 1
COMMITMENTS
{Table}
{Caption}
LENDER COMMITMENT
------ ----------
{S} {C}
Bank One, NA $ 38,000,000
ABN AMRO Bank N.V. $ 35,000,000
Citibank, N.A. $ 35,000,000
The Northern Trust Company $ 30,000,000
JPMorgan Chase Bank $ 25,000,000
_____________
dt 237707
;
|
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – 337,500,000
364-DAY CREDIT AGREEMENT
AMONG
AON CORPORATION,
AS BORROWER,
THE LENDERS,
BANK ONE, NA,
AS LC ISSUER AND AGENT,
AND
CITIBANK, N.A. ,
AND
ABN AMRO BANK N.V.
AS SYNDICATION AGENTS
DATED AS OF
FEBRUARY 5, 2004
--------------------------------------------------------------------------------
BANC ONE CAPITAL MARKETS, INC.
SOLE LEAD
_____________
CITIBANK, N.A. – Title: Assistant Vice President
----------------------------------------
Address: 208 South LaSalle Street
Suite 1500
Chicago, Illinois 60604-1003
Attn: Credit Administration
Telecopy: (312) 992-5111
{Page}
CITIBANK, N.A.
By: /s/ Peter C. Bickford
-------------------------------------------
Print Name: Peter C. Bickford
-----------------------------------
Title: Vice President
----------------------------------------
Address: 288 Greenwich Street
New York, New York 10013
_____________
Citibank, N.A. – SCHEDULE 1
COMMITMENTS
{Table}
{Caption}
LENDER COMMITMENT
------ ----------
{S} {C}
Bank One, NA $ 38,000,000
ABN AMRO Bank N.V. $ 35,000,000
Citibank, N.A. $ 35,000,000
The Northern Trust Company $ 30,000,000
JPMorgan Chase Bank $ 25,000,000
The Bank of New York $ 25,
_____________
dt 248930
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – Risk-Based Capital Guidelines" is defined in SECTION 3.2.
"S&P" means Standard and Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc ., or any successor thereto.
"Schedule" refers to a specific schedule to this Agreement, unless another
document is specifically referenced.
"Section" means a
_____________
dt 311849
;
More... |
Preview
Full Doc
| 2003 |
364-Day Credit Agreement
364-Day Credit Agreement (212K)
Doc #293345: Click preview link for longer preview.
$337,500,000
364-DAY CREDIT AGREEMENT
AMONG
AON CORPORATION,
AS BORROWER,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
AND
ABN AMRO BANK N.V.
AND
CITIBANK, N.A.,
AS SYNDICATION AGENTS
DATED AS OF
FEBRUARY 7, 2003
--------------------------------------------------------------------------------
BANC ONE CAPITAL MARKETS, INC.
SOLE LEAD ARRANGER AND SOLE BOOK MANAGER
{Page}
TABLE OF CONTENTS
{Table}
{S} {C}
ARTICLE I DEFINITIONS........................................................................1
ARTICLE II THE CREDITS......................................................................12
2.1. Commitment..........................................................................12
2.2. Required Payments; Termination......................................................12
2.3. Ratable Loans.......................................................................12
2.4. Types of Advances...................................................................12
2.5. Facility Fee; Utilization Fee; Term Out Fee; Reductions and Increases in Aggregate
Commitment...... ...................................................................12
2.6. Minimum Amount of Each Advance......................................................14
2.7. Optional Principal Payments.........................................................14
2.8. Method of Selecting Types and Interest Periods for New Advances.....................14
2.9. Conversion and Continuation of Outstanding Advances.................................15
2.10. Changes in Interest Rate, etc.......................................................15
2.11. Rates Applicable After Default......................................................16
2.12. Method of Payment...................................................................16
2.13. Noteless Agreement; Evidence of Indebtedness........................................16
2.14. Telephonic Notices..................................................................17
2.15. Interest Payment Dates; Interest and Fee Basis......................................17
2.16. Notification of Advances, Interest Rates, Prepayments and Commitment Reductions.....18
2.17. Lending Installations...............................................................18
2.18. Non-Receipt of Funds by the Agent...................................................18
2.19. Extension of Revolving Credit Termination Date and Facility Termination Date........18
2.20. Replacement of Lender...............................................................19
ARTICLE III YIELD PROTECTION; TAXES.........................................................19
3.1. Yield Protection....................................................................19
3.2. Changes in Capital Adequacy Regulations.............................................20
3.3. Availability of Types of Advances...................................................21
3.4. Funding Indemnification.............................................................21
3.5. Taxes...............................................................................21
3.6. Lender Statements; Survival of Indemnity............................................23
ARTICLE IV CONDITIONS PRECEDENT.............................................................24
4.1. Effectiveness.......................................................................24
4.2. Each Advance........................................................................25
ARTICLE V REPRESENTATIONS AND WARRANTIES....................................................25
5.1. Corporate Existence and Standing....................................................25
5.2. Authorization and Validity..........................................................25
5.3. Compliance with Laws and Contracts..................................................26
5.4. Governmental Consents...............................................................26
5.5. Financial Statements................................................................26
5.6. Material Adverse Change.............................................................27
5.7. Taxes...............................................................................27
{/Table}
-i-
{Page}
{Table}
{S} {C}
5.8. Litigation and Contingent Obligations...............................................27
5.9. ERISA...............................................................................27
5.10. Defaults............................................................................28
5.11. Regulation U........................................................................28
5.12. Investment Company; Public Utility Holding Company..................................28
5.13. Ownership of Properties.............................................................28
5.14. Material Agreements.................................................................28
5.15. Environmental Laws..................................................................29
5.16. Insurance...........................................................................29
5.17. Insurance Licenses..................................................................29
5.18. Disclosure..........................................................................29
ARTICLE VI COVENANTS........................................................................30
6.1. Financial Reporting.................................................................30
6.2. Use of Proceeds.....................................................................31
6.3. Notice of Default...................................................................31
6.4. Conduct of Business.................................................................31
6.5. Taxes...............................................................................31
6.6. Insurance...........................................................................32
6.7. Compliance with Laws................................................................32
6.8. Maintenance of Properties...........................................................32
6.9. Inspection..........................................................................32
6.10. Capital Stock and Dividends.........................................................32
6.11. Merger..............................................................................32
6.12. Liens...............................................................................33
6.13. Affiliates..........................................................................34
6.14. Change in Fiscal Year...............................................................34
6.15. Inconsistent Agreements.............................................................34
6.16. Sale of Assets......................................................................34
6.17. Financial Covenants.................................................................34
6.18. ERISA...............................................................................34
ARTICLE VII DEFAULTS........................................................................35
ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.................................36
8.1. Acceleration........................................................................36
8.2. Amendments..........................................................................37
8.3. Preservation of Rights..............................................................38
ARTICLE IX GENERAL PROVISIONS...............................................................38
9.1. Survival of Representations.........................................................38
9.2. Governmental Regulation.............................................................38
9.3. Headings............................................................................38
9.4. Entire Agreement....................................................................38
9.5. Several Obligations; Benefits of this Agreement.....................................38
9.6. Expenses; Indemnification...........................................................39
9.7. Numbers of Documents................................................................39
9.8. Accounting..........................................................................39
{/Table}
-ii-
{Page}
{Table}
{S} {C}
9.9. Severability of Provisions..........................................................39
9.10. Nonliability of Lenders.............................................................40
9.11. Confidentiality.....................................................................40
9.12. Disclosure..........................................................................40
ARTICLE X THE AGENT.........................................................................41
10.1. Appointment.........................................................................41
10.2. Powers..............................................................................41
10.3. General Immunity....................................................................41
10.4. No Responsibility for Loans, Recitals, etc..........................................41
10.5. Action on Instructions of Lenders...................................................42
10.6. Employment of Agents and Counsel....................................................42
10.7. Reliance on Documents; Counsel......................................................42
10.8. Agent's Reimbursement and Indemnification...........................................42
10.9. Notice of Default...................................................................43
10.10. Rights as a Lender..................................................................43
10.11. Lender Credit Decision..............................................................43
10.12. Successor Agent.....................................................................43
10.13. Agent and Arranger Fees.............................................................44
10.14. Delegation to Affiliates............................................................44
10.15. Syndication Agents; Senior Managing Agents; Managing Agents.........................44
ARTICLE XI SETOFF; RATABLE PAYMENTS.........................................................45
11.1. Setoff..............................................................................45
11.2. Ratable Payments....................................................................45
ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS...............................45
12.1. Successors and Assigns..............................................................45
12.2. Participations......................................................................46
12.3. Assignments.........................................................................47
12.4. Dissemination of Information........................................................48
12.5. Tax Treatment.......................................................................48
ARTICLE XIII NOTICES........................................................................49
13.1. Giving Notice.......................................................................49
13.2. Change of Address...................................................................49
ARTICLE XIV COUNTERPARTS....................................................................50
ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL ....................50
15.1. CHOICE OF LAW.......................................................................50
15.2. CONSENT TO JURISDICTION.............................................................50
15.3. WAIVER OF JURY TRIAL................................................................50
{/Table}
-iii-
{Page}
EXHIBITS
Exhibit A Note
Exhibit B Compliance Certificate
Exhibit C Assignment and Assumption Agreement
Exhibit D Commitment Addition Agreement
SCHEDULES
Pricing Schedule
Schedule 1 Commitments
-iv-
{Page}
364-DAY CREDIT AGREEMENT
This 364-Day Credit Agreement, dated as of February 7, 2003, is among Aon
Corporation, a Delaware corporation, the Lenders and Bank One, NA, a national
banking association having its principal office in Chicago, Illinois, as Agent.
R E C I T A L S:
A. The Borrower has requested the Lenders to make financial
accommodations to it in the aggregate principal amount of $337,500,000; and
B. The Lenders are willing to extend such financial accommodations on the
terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements made herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Lenders and the Agent hereby agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement:
"Advance" means a borrowing of Loans, (a) advanced by the Lenders on the
same Borrowing Date, or (b) converted or continued by the Lenders on the same
date of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurodollar
Loans, for the same Interest Period.
"Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.
"Agent" means Bank One in its capacity as contractual representative of the
Lenders pursuant to ARTICLE X, and not in its individual capacity as a Lender,
and any successor Agent appointed pursuant to ARTICLE X.
"Aggregate Commitment" means the aggregate of the Commitments of all the
Lenders, as reduced or increased from time to time pursuant to the terms hereof.
The initial Aggregate Commitment is $337,500,000.
{Page}
"Agreement" means this 364-Day 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
those used in preparing the financial statements referred to in SECTION 5.5.
"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, and (b) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.
"Alternate Base Rate Advance" means an Advance which, except as otherwise
provided in SECTION 2.11, bears interest at the Alternate Base Rate.
"Alternate Base Rate Loan" means a Loan which, except as otherwise provided
in SECTION 2.11, bears interest at the Alternate Base Rate.
"Applicable Facility Fee Rate" means, at any time, the percentage
determined in accordance with the Pricing Schedule at such time. The Applicable
Facility Fee Rate shall change as and when the Borrower Debt Rating changes. The
initial Applicable Facility Fee Rate shall be .10%.
"Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.
"Applicable Term Out Premium Rate" means, at any time, the percentage
determined in accordance with the Pricing Schedule at such time. The Applicable
Term Out Premium Rate shall change as and when the Borrower Debt Rating changes.
"Applicable Utilization Fee Rate" means, at any time, the percentage
determined in accordance with the Pricing Schedule at such time. The Applicable
Utilization Fee Rate shall change as and when the Borrower Debt Rating changes.
"Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.
"Arranger" means Banc One Capital Markets, Inc., a Delaware corporation,
and its successors, in its capacity as "Sole Lead Arranger" and "Sole Book
Manager".
"Article" means an article of this Agreement unless another document is
specifically referenced.
"Authorized Officer" means any of the president, chief financial officer,
treasurer or vice-president and controller of the Borrower, acting singly.
-2-
{Page}
"Bank One" means Bank One, NA, a national banking association having its
principal office in Chicago, Illinois, in its individual capacity, and its
successors.
"Borrower" means Aon Corporation, a Delaware corporation, and its
successors and assigns.
"Borrower Debt Rating" means the senior unsecured long term debt (without
third party credit enhancement) rating of the Borrower as determined by a rating
agency identified on the Pricing Schedule.
"Borrowing Date" means a date on which an Advance is made hereunder.
"Borrowing Notice" is defined in SECTION 2.8.
"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
transfers can be made on the Fedwire system and dealings in United States
dollars are carried on in the London interbank market and (b) for all other
purposes, 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 and interbank wire transfers can be made on the
Fedwire system.
"Capitalized Lease" of a Person means any lease of Property by such Person
as lessee which would be capitalized on a balance sheet of such Person prepared
in accordance with Agreement Accounting Principles.
"Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.
"Change" is defined in SECTION 3.2.
"Change in Control" means (a) the acquisition by any Person, or two or more
Persons acting in concert, including without limitation any acquisition effected
by means of any transaction contemplated by SECTION 6.11, of beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
293345
|
U.S. Bank, NA
As referenced in this 364-Day Credit Agreement:
U.S. Bank National Association – Bank, N.A. 15,000,000
The Bank of New York 12,500,000
State Street Bank and Trust Company 12,500,000
U.S. Bank National Association 12,500,000
Merrill Lynch Bank USA 10,000,000
TOTAL $ 337,500,000
=============
{/Table}
{Page}
EXHIBIT A
NOTE
[$______________] [Date]
Aon
_____________
dt 248832
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK N.V.
– z)
EXECUTION COPY
--------------------------------------------------------------------------------
$337,500,000
364-DAY CREDIT AGREEMENT
AMONG
AON CORPORATION,
AS BORROWER,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
AND
ABN AMRO BANK N.V.
AND
CITIBANK, N.A.,
AS SYNDICATION AGENTS
DATED AS OF
FEBRUARY 7, 2003
--------------------------------------------------------------------------------
BANC ONE CAPITAL MARKETS, INC.
SOLE LEAD ARRANGER AND
_____________
ABN AMRO Bank N.V. – pricing,
Level VI Status shall exist.
-2-
{Page}
SCHEDULE 1
COMMITMENTS
{Table}
{Caption}
LENDER COMMITMENT
------ -------------
{S} {C}
Bank One, NA $ 45,000,000
ABN AMRO Bank N.V. 40,000,000
Citibank, N.A. 40,000,000
The Northern Trust Company 35,000,000
JPMorgan Chase Bank 33,000,000
_____________
dt 237708
;
|
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – 364-DAY CREDIT AGREEMENT
AMONG
AON CORPORATION,
AS BORROWER,
THE LENDERS,
BANK ONE, NA,
AS AGENT,
AND
ABN AMRO BANK N.V.
AND
CITIBANK, N.A. ,
AS SYNDICATION AGENTS
DATED AS OF
FEBRUARY 7, 2003
--------------------------------------------------------------------------------
BANC ONE CAPITAL MARKETS, INC.
SOLE LEAD ARRANGER AND SOLE BOOK MANAGER
{Page}
_____________
Citibank, N.A. – SCHEDULE 1
COMMITMENTS
{Table}
{Caption}
LENDER COMMITMENT
------ -------------
{S} {C}
Bank One, NA $ 45,000,000
ABN AMRO Bank N.V. 40,000,000
Citibank, N.A. 40,000,000
The Northern Trust Company 35,000,000
JPMorgan Chase Bank 33,000,000
Fleet National Bank 23,500,000
_____________
dt 248931
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – Risk-Based Capital Guidelines" is defined in SECTION 3.2.
"S&P" means Standard and Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc ., or any successor thereto.
"Schedule" refers to a specific schedule to this Agreement, unless another
document is specifically referenced.
"Section" means a
_____________
dt 311850
;
More... |
Preview
Full Doc
| 2002 |
364-Day Credit Agreement
364-Day Credit Agreement (303K)
Doc #295104: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.03
{SEQUENCE}5
{FILENAME}c70962exv99w03.txt
{DESCRIPTION}EX-99.03 $400 MILLION 365-DAY CREDIT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 99.03
EXECUTION COPY
--------------------------------------------------------------------------------
$400,000,000
364-DAY CREDIT AGREEMENT
Dated as of November 10, 2000
Among
XCEL ENERGY INC.,
THE BANKS LISTED ON THE SIGNATURE PAGES HEREOF,
BANK OF AMERICA, N.A. and CITICORP USA, INC.,
as Syndication Agents
and
THE BANK OF NEW YORK,
as Administrative Agent.
----------
BNY CAPITAL MARKETS, INC.
Sole Lead Arranger and Book Manager
BANC OF AMERICA SECURITIES, LLC and SALOMON SMITH BARNEY INC.
Co-Arrangers
--------------------------------------------------------------------------------
{PAGE}
TABLE OF CONTENTS
{Table}
{Caption}
Page
----
{S} {C}
ARTICLE I
CREDIT FACILITY
Section 1.01 RC Loans.......................................................................................1
Section 1.02 Bid Rate Loans.................................................................................2
Section 1.03 Letters of Credit..............................................................................3
Section 1.04 Interest.......................................................................................8
Section 1.05 Repayment......................................................................................9
Section 1.06 Prepayment of Loans............................................................................9
Section 1.07 Limitation on Types of RC Loans...............................................................10
Section 1.08 Reduction of Commitments......................................................................10
Section 1.09 Increase in Commitments.......................................................................10
Section 1.10 Fees..........................................................................................11
Section 1.11 Computation of Interest and Fees..............................................................11
Section 1.12 Evidence of Indebtedness......................................................................12
Section 1.13 Mandatory Suspension and Conversion of Eurodollar Rate Loans..................................12
Section 1.14 Increased Costs; Reduced Return...............................................................13
Section 1.15 Funding Losses................................................................................14
Section 1.16 Certain Determinations........................................................................14
Section 1.17 Payments by the Borrower......................................................................14
Section 1.18 Distribution of Payments by the Administrative Agent..........................................15
Section 1.19 Taxes.........................................................................................16
Section 1.20 Change of Lending Office......................................................................18
{/Table}
i
{PAGE}
{Table}
{S} {C}
Section 1.21 Pro Rata Treatment............................................................................18
Section 1.22 Sharing of Recoveries.........................................................................18
Section 1.23 Bank Obligations Several......................................................................19
Section 1.24 Disbursement to Borrower by Administrative Agent Prior to Receipt of Funds....................19
Section 1.25 Extension of Termination Date.................................................................20
ARTICLE II
CONDITIONS TO LOANS AND LETTERS OF CREDIT
Section 2.01 Conditions to Initial Loans and Letters of Credit.............................................20
Section 2.02 Conditions to Each Loan and Letter of Credit..................................................22
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01 Organization; Power; Qualification............................................................23
Section 3.02 Subsidiaries..................................................................................23
Section 3.03 Authorization; Enforceability; Required Consents; Absence of Conflicts........................24
Section 3.04 Taxes.........................................................................................24
Section 3.05 Litigation....................................................................................24
Section 3.06 Financial Statements..........................................................................25
Section 3.07 No Adverse Change or Event....................................................................25
Section 3.08 Investment Company Act; Public Utility Holding Company Act....................................25
Section 3.09 Compliance with Applicable Law and Contracts..................................................25
Section 3.10 Substance Release and Disposal................................................................26
Section 3.11 Accuracy of Information.......................................................................26
Section 3.12 Pari Passu Status.............................................................................26
{/Table}
ii
{PAGE}
{Table}
{S} {C}
ARTICLE IV
AFFIRMATIVE COVENANTS
Section 4.01 Preservation of Existence and Properties......................................................26
Section 4.02 Scope of Business.............................................................................26
Section 4.03 Compliance with Law; Payment of Taxes and Claims..............................................27
Section 4.04 Preservation of Enforceability................................................................27
Section 4.05 Insurance.....................................................................................27
Section 4.06 Use of Proceeds...............................................................................27
Section 4.07 Ownership of Significant Subsidiaries.........................................................27
Section 4.08 Delivery of Information.......................................................................27
Section 4.09 Accounting Matters............................................................................29
Section 4.10 Visits, Inspections and Discussions...........................................................29
ARTICLE V
NEGATIVE COVENANTS
Section 5.01 Benefit Plans.................................................................................29
Section 5.02 Merger or Consolidation.......................................................................29
Section 5.03 Disposition of Assets.........................................................................30
Section 5.04 Transactions with Affiliates..................................................................30
Section 5.05 Liens.........................................................................................30
295104
|
U.S. Bank, NA
As referenced in this 364-Day Credit Agreement:
U.S. BANK NATIONAL ASSOCIATION
– LANDESBANK GIROZENTRALE
By:
-----------------------------------------------
Name:
Title:
ABN AMRO BANK N.V.
By:
-----------------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
-----------------------------------------------
Name:
Title:
{PAGE}
U.S. BANK NATIONAL ASSOCIATION
By:
-----------------------------------------------
Name:
Title:
AMARILLO NATIONAL BANK
By:
-----------------------------------------------
Name:
Title:
Agreement Date: November 10, 2000
{PAGE}
EXECUTION COPY
AMENDMENT NO.1
Dated as
_____________
U.S. BANK NATIONAL ASSOCIATION
– Title:
ABN AMRO BANK N.V.
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
-------------------------------------
Name:
Title:
8
{PAGE}
U.S. BANK NATIONAL ASSOCIATION
By:
-------------------------------------
Name:
Title:
AMARILLO NATIONAL BANK
By:
---------------------
Name:
9
{PAGE}
EXECUTION COPY
AMENDMENT NO. 2
Dated as of August 2, 2002
to
_____________
U.S. BANK NATIONAL ASSOCIATION
– Name:
Title:
{PAGE}
ABN AMRO BANK N.V.
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
-----------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:
-----------------------------------
Name:
Title:
AMARILLO NATIONAL BANK
By:
-----------------------------------
Name:
Title:
{PAGE}
Schedule 3.02
SCHEDULE OF SUBSIDIARIES
{PAGE}
Schedule 4.08A
XCEL ENERGY
_____________
dt 248842
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK N.V.
– By:
-----------------------------------------------
Name:
Title:
MELLON BANK, N.A.
By:
-----------------------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED
By:
-----------------------------------------------
Name:
Title:
WESTDEUTSCHE LANDESBANK GIROZENTRALE
By:
-----------------------------------------------
Name:
Title:
ABN AMRO BANK N.V.
By:
-----------------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
-----------------------------------------------
Name:
Title:
{PAGE}
U.S. BANK NATIONAL ASSOCIATION
By:
-----------------------------------------------
Name:
Title:
AMARILLO
_____________
ABN AMRO BANK N.V.
– MELLON BANK, N.A.
By:
-------------------------------------
Name:
Title:
SUMITOMO MITSUI BANKING CORPORATION
By:
-------------------------------------
Name:
Title:
WESTDEUTSCHE LANDESBANK GIROZENTRALE
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
ABN AMRO BANK N.V.
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
-------------------------------------
Name:
Title:
8
{PAGE}
U.S. BANK NATIONAL ASSOCIATION
_____________
ABN AMRO BANK N.V.
– BANK, N.A.
By:
-----------------------------------
Name:
Title:
SUMITOMO MITSUI BANKING CORPORATION
By:
-----------------------------------
Name:
Title:
WESTDEUTSCHE LANDESBANK GIROZENTRALE
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
{PAGE}
ABN AMRO BANK N.V.
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
-----------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:
-----------------------------------
Name:
_____________
dt 261702
;
Citibank
As referenced in this 364-Day Credit Agreement:
Citibank, N.A. – 1999 among New
Century Energies, Inc., the banks listed on the signature pages thereof, The
Bank of New York, as administrative agent, and Citibank, N.A. , as syndication
agent.
"Existing Letter of Credit" means Letter of Credit No. S00039269 issued
for the benefit of NationsBank, N.A., as
_____________
Citibank, N.A. – the banks listed
on the signature pages thereof, The Bank of New York, as Administrative Agent,
and Bank of America, N.A. and Citibank, N.A. , as Syndication Agents.
"Five-Year Letter of Credit Participations" shall have the meaning
ascribed to the term "Letter of Credit Participations" in
_____________
dt 248996
;
|
Citicorp USA
As referenced in this 364-Day Credit Agreement:
CITICORP USA, INC – as of November 10, 2000
Among
XCEL ENERGY INC.,
THE BANKS LISTED ON THE SIGNATURE PAGES HEREOF,
BANK OF AMERICA, N.A. and CITICORP USA, INC .,
as Syndication Agents
and
THE BANK OF NEW YORK,
as Administrative Agent.
----------
BNY CAPITAL MARKETS, INC.
Sole Lead Arranger and Book Manager
_____________
CITICORP USA, INC – November 10, 2000
XCEL ENERGY INC., a Minnesota corporation, the BANKS listed on the
signature pages hereof, BANK OF AMERICA, N.A. and CITICORP USA, INC ., as
Syndication Agents, and THE BANK OF NEW YORK, as Issuing Bank and Administrative
Agent, agree as follows (with certain terms used
_____________
CITICORP USA, INC – Agent, Issuing Bank and a Bank
By:
-----------------------------------------------
Name:
Title:
BANK OF AMERICA, N.A.,
as Syndication Agent and a Bank
By:
-----------------------------------------------
Name:
Title:
CITICORP USA, INC .,
as Syndication Agent and a Bank
By:
-----------------------------------------------
Name:
Title:
{PAGE}
BANK ONE, N.A.
By:
-----------------------------------------------
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI,
_____________
CITICORP USA, INC – as of November 10, 2000
Among
XCEL ENERGY INC.,
THE BANKS LISTED ON THE SIGNATURE PAGES HEREOF,
BANK OF AMERICA, N.A. and CITICORP USA, INC .,
as Syndication Agents
and
THE BANK OF NEW YORK,
as Administrative Agent.
----------
BNY CAPITAL MARKETS, INC.
Sole Lead Arranger and Book Manager
_____________
CITICORP USA, INC – November 10, 2000
XCEL ENERGY INC., a Minnesota corporation, the BANKS listed on the
signature pages hereof, BANK OF AMERICA, N.A. and CITICORP USA, INC ., as
Syndication Agents, and THE BANK OF NEW YORK, as Issuing Bank and Administrative
Agent, agree as follows:
1. Credit Agreement. Reference
_____________
dt 247969
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – of the
effective date of any change in the Reserve Requirement.
"S&P" means Standard & Poor's Ratings Service, a division of the
McGraw-Hill Companies, Inc .
"SEC" means the United States Securities and Exchange Commission.
"Significant Subsidiary" means (a) NRG Energy, Inc., (b) each of the
Existing Utility
_____________
dt 311899
;
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| 2001 |
364-Day Credit Agreement
364-Day Credit Agreement (234K)
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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
|
U.S. Bank, NA
As referenced in this 364-Day Credit Agreement:
U.S. Bank National Association
– President
THE BANK OF NOVA SCOTIA
(Name of Institution)
By: /s/ William J. G. Brown
Name: William J.G. Brown
Title: Managing Director
U.S. Bank National Association
(Name of Institution)
By: /s/ Michael J. Miller
Name: Michael J. Miller
Title: Sr. Vice President
Wachovia Bank, N.A.
(Name of
_____________
U.S. BANK NATIONAL ASSOCIATION – 250,000 12.17%
THE BANK OF NOVA SCOTIA $25,000,000 9.43%
LEHMAN BROTHERS HOLDINGS, INC. $25,000,000 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
_____________
U.S. BANK NATIONAL ASSOCIATION
– 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 W. Wisconsin Avenue
Milwaukee, WI 53259
Attention: Michael J. Miller
Telephone: (414) 227-5969
SCHEDULE II
PRICING GRID
Public Debt Alternate
_____________
dt 272116
;
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
| 2002 |
364-Day Credit Agreement
364-Day Credit Agreement (236K)
Doc #310026: Click preview link for longer preview.
CONFORMED COPY
364-DAY CREDIT AGREEMENT
dated as of June 12, 2002
among
TYSON FOODS, INC.,
as Borrower
THE LENDERS PARTY HERETO
JPMORGAN CHASE BANK,
as Administrative Agent
MERRILL LYNCH CAPITAL CORPORATION,
as Syndication Agent
and
SUNTRUST BANK,
MIZUHO FINANCIAL GROUP and
RABOBANK INTERNATIONAL,
as Documentation Agents
_______________________________
J.P. MORGAN SECURITIES INC.,
as Sole Lead Arranger and Sole Bookrunner
31
[6701-196]
TABLE OF CONTENTS
Page
ARTICLE I
Definitions and Accounting Terms
SECTION 1.01.
Certain . . .
310026
|
U.S. Bank, NA
As referenced in this 364-Day Credit Agreement:
U.S. Bank National Association, – Credit Agreement dated as of December 20, 2000, among IBP, the banks party thereto, Bank of America, N.A., as Syndication Agent, and U.S. Bank National Association, as Administrative Agent, as amended.
"Indebtedness" of any Person means, without duplication, (a) all indebtedness for borrowed money or for the deferred
_____________
dt 300477
;
Tyson Foods
As referenced in this 364-Day Credit Agreement:
TYSON FOODS, INC –
CONFORMED COPY
EX-10 3 exhibit10_1.htm TYSON FOODS, INC . EXHIBIT 10.1 364 DAY CREDIT AGREEMENT
>" name=DOCID>
CONFORMED COPY
364-DAY CREDIT AGREEMENT
dated as of June 12, 2002
among
_____________
TYSON FOODS, INC – INC. EXHIBIT 10.1 364 DAY CREDIT AGREEMENT
>" name=DOCID>
CONFORMED COPY
364-DAY CREDIT AGREEMENT
dated as of June 12, 2002
among
TYSON FOODS, INC .,
as Borrower
THE LENDERS PARTY HERETO
JPMORGAN CHASE BANK,
as Administrative Agent
MERRILL LYNCH CAPITAL CORPORATION,
as Syndication Agent
and
SUNTRUST BANK,
_____________
TYSON FOODS, INC – 02
Existing Liens and Existing Indebtedness
Schedule 7.09
Existing Restrictions
36
364-DAY CREDIT AGREEMENT dated as of June 12, 2002, among TYSON FOODS, INC ., a Delaware corporation (the "Borrower"), the banks which are or may, from time to time hereafter, become parties hereto (the "Lenders"), JPMORGAN
_____________
TYSON FOODS, INC – parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
TYSON FOODS, INC .,
by /s/ Dennis Leatherby
Name: Dennis Leatherby
Title: SVP, Finance & Treasurer
Address for notices:
2210 West Oaklawn Drive
Springdale, Arkansas 72762
Attention:
_____________
Tyson Foods, Inc – 7490
Address for payments:
ABA # 021000021
Attention: Eleanor Fiore
Chase Plaza, 8th Floor
New York, NY 10081
Credit to Account number:
323219551
Reference: Tyson Foods, Inc .
With a copy to:
JPMorgan Chase Bank
270 Park Avenue
New York NY 10017
Attention of.: Isabella Chan
Facsimile No.: (212) 270-
_____________
dt 319515
;
BofA
As referenced in this 364-Day Credit Agreement:
Bank of America, N.A. – Credit Agreement" means the $950,000,000 Nine-Month Credit Agreement dated as of December 20, 2000, among IBP, the banks party thereto, Bank of America, N.A. , as Syndication Agent, and U.S. Bank National Association, as Administrative Agent, as amended.
"Indebtedness" of any Person means, without duplication, (a)
_____________
dt 319027
;
|
BNY
As referenced in this 364-Day Credit Agreement:
Bank of New York, – published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for
_____________
dt 306035
;
J.P. Morgan
As referenced in this 364-Day Credit Agreement:
J.P. MORGAN SECURITIES INC – as Administrative Agent
MERRILL LYNCH CAPITAL CORPORATION,
as Syndication Agent
and
SUNTRUST BANK,
MIZUHO FINANCIAL GROUP and
RABOBANK INTERNATIONAL,
as Documentation Agents
_______________________________
J.P. MORGAN SECURITIES INC .,
as Sole Lead Arranger and Sole Bookrunner
31
[6701-196]
TABLE OF CONTENTS
Page
ARTICLE I
Definitions and Accounting Terms
SECTION 1.
_____________
dt 312870
;
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| 2001 |
364-Day Credit Agreement
364-Day Credit Agreement (234K)
Doc #310055: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
dated as of September 24, 2001
among
TYSON FOODS, INC.,
as Borrower
THE LENDERS PARTY HERETO
THE CHASE MANHATTAN BANK,
as Administrative Agent
MERRILL LYNCH CAPITAL CORPORATION,
as Syndication Agent
SUNTRUST BANK,
as Documentation Agent
and
MIZUHO FINANCIAL GROUP,
RABOBANK INTERNATIONAL,
as Co-Documentation Agents
_______________________________
J.P. MORGAN SECURITIES INC.
MERRILL LYNCH & CO.,
as Co-Lead Arrangers and Joint Bookrunners
[6701-196]
141
TABLE OF CONTENTS
Page
Article I
Definitions and Accounting Terms . . .
310055
|
U.S. Bank, NA
As referenced in this 364-Day Credit Agreement:
U.S. Bank National Association, – Credit Agreement dated as of December 20, 2000, among IBP, the banks party thereto, Bank of America, N.A., as Syndication Agent, and U.S. Bank National Association, as Administrative Agent, as amended.
"Indebtedness" of any Person means, without duplication, (a) all indebtedness for borrowed money or for the deferred
_____________
dt 300481
;
Tyson Foods
As referenced in this 364-Day Credit Agreement:
TYSON FOODS, INC – 10 10 exhibit10_1.htm 364 DAY CREDIT AGREEMENT
>" name=DOCID>
EXECUTION COPY
364-DAY CREDIT AGREEMENT
dated as of September 24, 2001
among
TYSON FOODS, INC .,
as Borrower
THE LENDERS PARTY HERETO
THE CHASE MANHATTAN BANK,
as Administrative Agent
MERRILL LYNCH CAPITAL CORPORATION,
as Syndication Agent
SUNTRUST BANK,
_____________
TYSON FOODS, INC – 7.02
Existing Liens and Existing Indebtedness
Schedule 7.09
Existing Restrictions
364-DAY CREDIT AGREEMENT dated as of September 24, 2001, among TYSON FOODS, INC ., a Delaware corporation (the "Borrower"), the banks which are or may, from time to time hereafter, become parties hereto (the "Lenders"), THE
_____________
TYSON FOODS, INC – parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
TYSON FOODS, INC .,
by
/s/ Dennis Leatherby
Name: Dennis Leatherby
Title: Senior Vice President, Finance and
Treasurer
Address for notices:
2210 West Oaklawn Drive
Springdale,
_____________
Tyson Foods, Inc – 7490
Address for payments:
ABA # 021000021
Attention: Eleanor Fiore
Chase Plaza, 8th Floor
New York, NY 10081
Credit to Account number: 323219551
Reference: Tyson Foods, Inc .
With a copy to:
The Chase Manhattan Bank
270 Park Avenue
New York NY 10017
Attention of.: Marian Schulman
Facsimile No.: 212-
_____________
TYSON FOODS, INC – Documentation Agent,
by
/s/ Gregory L. Cannon
Name: Gregory L. Cannon
Title: Director
223
SIGNATURE PAGE to the 364-DAY CREDIT AGREEMENT among TYSON FOODS, INC ., the banks parties hereto, THE CHASE MANHATTAN BANK, as Administrative Agent, MERRILL LYNCH CAPITAL CORPORATION, as Syndication Agent, and SUNTRUST BANK, as
_____________
dt 319539
;
BofA
As referenced in this 364-Day Credit Agreement:
Bank of America, N.A. – Credit Agreement" means the $950,000,000 Nine-Month Credit Agreement dated as of December 20, 2000, among IBP, the banks party thereto, Bank of America, N.A. , as Syndication Agent, and U.S. Bank National Association, as Administrative Agent, as amended.
"Indebtedness" of any Person means, without duplication, (a)
_____________
dt 319031
;
|
BNY
As referenced in this 364-Day Credit Agreement:
Bank of New York, – published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for
_____________
dt 306043
;
Chase Manhattan
As referenced in this 364-Day Credit Agreement:
CHASE MANHATTAN BANK, – EXECUTION COPY
364-DAY CREDIT AGREEMENT
dated as of September 24, 2001
among
TYSON FOODS, INC.,
as Borrower
THE LENDERS PARTY HERETO
THE CHASE MANHATTAN BANK,
as Administrative Agent
MERRILL LYNCH CAPITAL CORPORATION,
as Syndication Agent
SUNTRUST BANK,
as Documentation Agent
and
MIZUHO FINANCIAL GROUP,
RABOBANK INTERNATIONAL,
as
_____________
CHASE MANHATTAN BANK, – INC., a Delaware corporation (the "Borrower"), the banks which are or may, from time to time hereafter, become parties hereto (the "Lenders"), THE CHASE MANHATTAN BANK, as Administrative Agent (the "Administrative Agent"), MERRILL LYNCH CAPITAL CORPORATION, as Syndication Agent (the "Syndication Agent"), and SUNTRUST BANK, as Documentation Agent (
_____________
Chase Manhattan Bank, – 724.32 was the cash amount required to refinance the IBP Credit Agreement and certain other Indebtedness of IBP.
"Administrative Agent" means The Chase Manhattan Bank, in its capacity as administrative agent for the Lenders, together with any successor thereto in such capacity.
"Administrative Agent's Fee Letter"
_____________
Chase Manhattan Bank, – 2,500,000,000, established under the credit agreement dated as of August 3, 2001, among the Borrower, the lenders party thereto, The Chase Manhattan Bank, as administrative agent, Merrill Lynch Capital Corporation, as syndication agent, and SunTrust Bank, as documentation agent.
"Business Day" means any day other
_____________
Chase Manhattan Bank, – the Five-Year Credit Agreement dated as of September 24, 2001, among the Borrower, the banks from time to time party thereto, The Chase Manhattan Bank, as administrative agent, Merrill Lynch Capital Corporation, as syndication agent, and SunTrust Bank, as documentation agent and Mizuho Financial Group and Rabobank
_____________
dt 308811
;
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| 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
|
U.S. Bank, NA
As referenced in this 364-Day Credit Agreement:
U.S. BANK NATIONAL ASSOCIATION
– 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:
Name:
Title:
$45,000,000
THE BANK OF TOKYO-MITSUBISHI, LTD.,
_____________
U.S. BANK NATIONAL ASSOCIATION, – 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:
WACHOVIA BANK, NATIONAL
ASSOCIATION, as Co-Documentation Agent
By:
Name:
Title:
SCHEDULE I: SENIOR MANAGING
_____________
dt 300485
;
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
;
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| 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
|
U.S. Bank, NA
As referenced in this 364-Day Credit Agreement:
U.S. BANK NATIONAL ASSOCIATION
– 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/ Sam S. Pepper, Jr.
Name:
Sam S. Pepper, Jr.
Title:
Vice President
$62,500,000
FLEET NATIONAL BANK
By:
/s/
_____________
U.S. BANK NATIONAL ASSOCIATION, – R. Hencheck
Title:
Director
JPMORGAN CHASE BANK,
as Co-Syndication Agent
By:
/s/ Teri Steusand
Name:
Teri Steusand
Title:
Vice President
DOCUMENTATION AGENTS:
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
_____________
dt 300486
;
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
;
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| 2001 |
364-Day Credit Agreement [Amended and Restated No. 2]
364-Day Credit Agreement [Amended and Restated No. 2] (27K)
Doc #312344: Click preview link for longer preview.
SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
dated as of
April 25, 2000
among
METROPOLITAN LIFE INSURANCE COMPANY
METLIFE FUNDING, INC.,
as Borrowers
The LENDERS Party Hereto
CREDIT SUISSE FIRST BOSTON,
as Syndication Agent and Co-Arranger
CITIBANK, N.A.
THE BANK OF NEW YORK,
as Documentation Agents
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
-------------------------
$1,000,000,000
-------------------------
CHASE SECURITIES INC.,
as Advisor, Lead Arranger and Book Manager
================================================================================
{PAGE} 2
SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as
of April 25, 2000 (the "Restatement Date") among:
METROPOLITAN LIFE INSURANCE COMPANY (the "Company");
METLIFE FUNDING, INC. ("Funding") and together with the
Company, the "Borrowers");
each of the banks and other financial institutions that is a
signatory hereto (individually, a "Lender" and, collectively, 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").
W I T N E S S E T H:
WHEREAS, the Borrowers, certain of the Lenders and the
Administrative Agent are party to an Amended and Restated 364-Day Credit
Agreement dated as of April 26, 1999 (the "Existing Credit Agreement") providing
for the making of loans by the Lenders party thereto to the Borrowers in an
aggregate principal amount up to $1,000,000,000 (as the same may be increased
pursuant to Section 2.19 thereof);
WHEREAS, the parties hereto desire to amend in certain
respects and restate in its entirety the Existing Credit Agreement;
NOW, THEREFORE, the parties hereto agree to amend the Existing
Credit Agreement as set forth in Section 2 hereof and to restate the Existing
Credit Agreement to read in its entirety as set forth in the Existing Credit
Agreement (which Existing Credit Agreement is incorporated herein by this
reference), as amended by the amendments set forth in Section 2 hereof:
Section 1. Definitions. Capitalized terms used but not
otherwise defined herein have the meanings given them in the Existing Credit
Agreement.
Section 2. Amendments. Subject to the satisfaction of the
conditions specified in Section 4 hereof, but with effect on and after the
Restatement Date, the Existing Credit Agreement shall be amended as follows:
2.01. General. Each reference to the "Credit
Agreement" and words of similar import in the Existing Credit
Agreement, as amended and restated hereby shall be a reference to the
Existing Credit Agreement as amended and restated hereby and as the
Second Amended and Restated 364-Day Credit Agreement
----------------------------------------------------
{PAGE} 3
-2-
same may be further amended, supplemented and otherwise modified and in
effect from time to time.
2.02. Definitions.
(a) Section 1.01 of the Existing Credit Agreement
shall be amended by amending and restating the following definition as
follows:
"Maturity Date" means April 24, 2001, as such date
may be extended pursuant to Section 2.18 hereof.
(b) Section 1.01 of the Existing Credit Agreement
shall be amended by adding the following definitions:
"Adjusted Statutory Surplus" means, at any time, the
sum of (i) Statutory Surplus (calculated in accordance with
the NAIC Statements, page 3, column 1, line 38) plus (ii)
Asset Valuation Reserve (calculated in accordance with the
NAIC Statements, page 3, column 1, line 24.1).
"MetLife" means MetLife, Inc., a Delaware
corporation.
"Second Restatement Effective Date" means the date
upon which the conditions specified in Section 4 of this
Second Amended and Restated 364-Day Credit Agreement shall
have been satisfied.
"Structured Transaction Liens" means Liens granted by
the Company to (A) a 99%-owned Subsidiary (the "Relevant
Subsidiary") in connection with a structured private
investment transaction entered into in September 1999 (the
"Structured Transaction") where (i) in connection with such
transaction, such Liens are assigned to a special purpose
Subsidiary of the Company (the "SPV") in which the Company is
the holder of all outstanding obligations (other than ordinary
course administrative expenses and common equity interests)
and (ii) the assets covered by such Liens consist solely of
the rights of the Company against the SPV; and (B) the SPV in
connection with the Structured Transaction which are
subordinated to, and exercisable only after, the Liens
described in the preceding clause (A) and which cover only the
assets covered by the Liens described in said clause (A).
2.03. Amendment of Section 5.01(a). Section 5.01(a)
of the Existing Credit Agreement shall be amended to read in its
entirety as follows:
" (a) (i) as soon as available, but not later than
120 days after the end of each fiscal year of MetLife, copies of
MetLife's annual report on Form 10-K as filed with the SEC for such
fiscal year; and (ii) as soon as available, but not later than 45 days
after the end of each of the first three fiscal quarters of each fiscal
year of MetLife, copies of MetLife's quarterly report on Form 10-Q as
filed with the SEC for such fiscal quarter, in
Second Amended and Restated 364-Day Credit Agreement
----------------------------------------------------
{PAGE} 4
-3-
each case certified by an appropriate Financial Officer as being the
complete and correct copies of the statements on such forms furnished
by MetLife to the SEC;".
2.04. Amendment of Section 6.01. Section 6.01 of the
Existing Credit Agreement shall be amended by re-lettering clauses (g),
(h), (i), (j) and (k) as clauses (h), (i), (j), (k) and (l)
respectively, and adding the following new clause (g) immediately
312344
|
U.S. Bank, NA
As referenced in this 364-Day Credit Agreement [Amended and Restated No. 2]:
U.S. BANK NATIONAL ASSOCIATION
– BANK
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
WACHOVIA BANK
By:
----------------------------------------
Name:
Title:
BARCLAYS BANK
By:
----------------------------------------
Name:
Title:
NORTHERN TRUST COMPANY
By:
----------------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:
----------------------------------------
Name:
Title:
Second Amended and Restated 364-Day Credit Agreement
----------------------------------------------------
{PAGE} 10
-9-
BANK OF MONTREAL
By:
----------------------------------------
Name:
Title:
BANQUE NATIONALE
_____________
U.S. Bank National Association – Wachovia Bank 40,000,000
Barclays Bank 40,000,000
Northern Trust Company 40,000,000
Royal Bank of Canada 40,000,000
U.S. Bank National Association 25,000,000
Bank of Montreal 25,000,000
Banque Nationale de Paris 25,000,000
Den Danske Bank 25,000,000
_____________
dt 341007
;
Citibank
As referenced in this 364-Day Credit Agreement [Amended and Restated No. 2]:
CITIBANK, N.A. – METROPOLITAN LIFE INSURANCE COMPANY
METLIFE FUNDING, INC.,
as Borrowers
The LENDERS Party Hereto
CREDIT SUISSE FIRST BOSTON,
as Syndication Agent and Co-Arranger
CITIBANK, N.A.
THE BANK OF NEW YORK,
as Documentation Agents
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
-------------------------
$1,000,000,000
-------------------------
CHASE SECURITIES
_____________
CITIBANK, N.A. – Title:
By:
----------------------------------------
Name:
Title:
Second Amended and Restated 364-Day Credit Agreement
----------------------------------------------------
{PAGE} 7
-6-
THE BANK OF NEW YORK
By:
----------------------------------------
Name:
Title:
CITIBANK, N.A.
By:
----------------------------------------
Name:
Title:
BANK ONE, NA (formerly known as The First
National Bank of Chicago)
By:
----------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
_____________
Citibank, N.A. – C}
The Chase Manhattan Bank 67,500,000
Credit Suisse First Boston 67,500,000
The Bank of New York 67,500,000
Citibank, N.A. 67,500,000
Bank One, NA (formerly known as The First 50,000,000
National Bank of Chicago)
First Union National Bank
_____________
dt 341182
;
MetLife
As referenced in this 364-Day Credit Agreement [Amended and Restated No. 2]:
MetLife, Inc – line 38) plus (ii)
Asset Valuation Reserve (calculated in accordance with the
NAIC Statements, page 3, column 1, line 24.1).
"MetLife" means MetLife, Inc ., a Delaware
corporation.
"Second Restatement Effective Date" means the date
upon which the conditions specified in Section 4 of this
Second Amended
_____________
dt 317214
;
|
BofA
As referenced in this 364-Day Credit Agreement [Amended and Restated No. 2]:
BANK OF AMERICA, N.A. – A.
By:
----------------------------------------
Name:
Title:
Second Amended and Restated 364-Day Credit Agreement
----------------------------------------------------
{PAGE} 8
-7-
BANCO SANTANDER
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
BANK OF AMERICA, N.A. , f/k/a
Bank of America National Trust and
Savings Association, successor by merger
to Bank of America, N.A., f/k/
_____________
Bank of America Na – 364-Day Credit Agreement
----------------------------------------------------
{PAGE} 8
-7-
BANCO SANTANDER
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., f/k/a
Bank of America Na tional Trust and
Savings Association, successor by merger
to Bank of America, N.A., f/k/a
NationsBank, N.A., successor by merger
_____________
Bank of America, N.A. – By:
----------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., f/k/a
Bank of America National Trust and
Savings Association, successor by merger
to Bank of America, N.A. , f/k/a
NationsBank, N.A., successor by merger
to NationsBank of Texas, N.A.
By:
----------------------------------------
Name:
Title:
DEUTSCHE BANK, AG NEW
_____________
Bank of America, N.A. – Bank of Chicago)
First Union National Bank 50,000,000
Fleet National Bank 50,000,000
Mellon Bank, N.A. 50,000,000
Bank of America, N.A. 50,000,000
Deutsche Bank 50,000,000
Banco Santander 40,000,000
State Street Bank and Trust Company 40,000,000
_____________
dt 319066
;
More... |
Preview
Full Doc
| 2003 |
364-Day Credit Agreement
364-Day Credit Agreement (357K)
Doc #317139: Click preview link for longer preview.
CARDINAL HEALTH, INC.
364-DAY CREDIT AGREEMENT
DATED AS OF MARCH 27, 2003
THE SUBSIDIARY BORROWERS PARTY HERETO,
THE LENDERS PARTY HERETO
AND
BANK ONE, NA, AS ADMINISTRATIVE AGENT
BANK OF AMERICA N.A., AS SYNDICATION AGENT
WACHOVIA BANK, NATIONAL ASSOCIATION, AS SYNDICATION AGENT
BARCLAYS BANK PLC, AS DOCUMENTATION AGENT
CREDIT SUISSE FIRST BOSTON, AS DOCUMENTATION AGENT
DEUTSCHE BANK SECURITIES, INC., AS DOCUMENTATION AGENT
BANC ONE CAPITAL MARKETS, INC., AS LEAD ARRANGER AND BOOK MANAGER
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
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{S} {C}
ARTICLE I. DEFINITIONS........................................................................................ 1
ARTICLE II. THE CREDITS....................................................................................... 10
2.1 Commitments of the Lenders; Revolving Credit Advances.................................... 10
2.2 Termination.............................................................................. 10
2.3 Ratable Loans............................................................................ 10
2.4 Types of Advances........................................................................ 10
2.5 Facility Fee; Reductions in Aggregate Commitment; Utilization Fee........................ 11
2.6 Minimum Amount of Each Advance........................................................... 11
2.7 Prepayments.............................................................................. 11
2.8 Method of Selecting Types and Interest Periods for New Advances.......................... 11
2.9 Conversion and Continuation of Outstanding Advances...................................... 12
2.10 Method of Borrowing...................................................................... 12
2.11 Changes in Interest Rate, etc............................................................ 13
2.12 Rates Applicable After Default........................................................... 13
2.13 Method of Payment........................................................................ 13
2.14 Noteless Agreement; Evidence of Indebtedness............................................. 14
2.15 Telephonic Notices....................................................................... 14
2.16 Interest Payment Dates; Interest and Fee Basis........................................... 14
2.17 Notification of Advances, Interest Rates, Prepayments and Commitment Reductions.......... 15
2.18 Lending Installations.................................................................... 15
2.19 Non-Receipt of Funds by the Administrative Agent......................................... 15
2.20 Replacement of Lender.................................................................... 16
{/TABLE}
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ARTICLE III. YIELD PROTECTION; TAXES.......................................................................... 16
3.1 Yield Protection......................................................................... 16
3.2 Changes in Capital Adequacy Regulations.................................................. 17
3.3 Availability of Types of Advances........................................................ 18
3.4 Funding Indemnification.................................................................. 18
3.5 Taxes.................................................................................... 18
3.6 Lender Statements; Survival of Indemnity................................................. 20
ARTICLE IV. CONDITIONS PRECEDENT.............................................................................. 20
4.1 Initial Advance.......................................................................... 20
4.2 Each Advance............................................................................. 21
ARTICLE V. REPRESENTATIONS AND WARRANTIES..................................................................... 22
5.1 Existence and Standing................................................................... 22
5.2 Authorization and Validity............................................................... 22
5.3 No Conflict; Government Consent.......................................................... 22
5.4 Financial Statements..................................................................... 22
5.5 Material Adverse Change.................................................................. 23
5.6 Taxes.................................................................................... 23
5.7 Litigation and Contingent Obligations.................................................... 23
5.8 Subsidiaries............................................................................. 23
5.9 ERISA.................................................................................... 24
5.10 Accuracy of Information.................................................................. 24
5.11 Regulation U............................................................................. 24
5.12 Maintenance of Property.................................................................. 24
5.13 Insurance................................................................................ 24
5.14 Plan Assets; Prohibited Transactions..................................................... 25
{/TABLE}
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{TABLE}
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5.15 Environmental Matters.................................................................... 25
5.16 Investment Company Act................................................................... 25
5.17 Public Utility Holding Company Act....................................................... 25
5.18 Default.................................................................................. 25
5.19 Reportable Transaction................................................................... 25
ARTICLE VI. COVENANTS......................................................................................... 25
6.1 Financial Reporting...................................................................... 26
6.2 Use of Proceeds.......................................................................... 26
6.3 Notice of Default........................................................................ 26
6.4 Conduct of Business; Maintenance of Property............................................. 27
6.5 Taxes.................................................................................... 27
6.6 Insurance................................................................................ 27
6.7 Compliance with Laws..................................................................... 27
6.8 Inspection............................................................................... 27
6.9 Merger................................................................................... 28
6.10 Sale of Assets........................................................................... 28
6.11 Investments.............................................................................. 29
6.12 Liens.................................................................................... 29
6.13 Subsidiary Indebtedness.................................................................. 30
6.14 Limitation on Restrictions on Significant Subsidiary Distributions....................... 31
6.15 Contingent Obligations................................................................... 32
6.16 Minimum Net Worth........................................................................ 32
ARTICLE VII. DEFAULTS......................................................................................... 32
ARTICLE VIII. ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.................................................. 34
{/TABLE}
iii
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{TABLE}
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8.1 Acceleration............................................................................. 34
8.2 Amendments............................................................................... 34
8.3 Preservation of Rights................................................................... 35
ARTICLE IX. GENERAL PROVISIONS................................................................................ 35
9.1 Survival of Representations.............................................................. 35
9.2 Governmental Regulation.................................................................. 35
9.3 Headings................................................................................. 35
9.4 Entire Agreement......................................................................... 35
9.5 Several Obligations; Benefits of this Agreement.......................................... 36
9.6 Expenses; Indemnification................................................................ 36
9.7 Numbers of Documents..................................................................... 36
9.8 Accounting............................................................................... 36
9.9 Severability of Provisions............................................................... 37
9.10 Nonliability of Lenders.................................................................. 37
9.11 Confidentiality; Disclosure.............................................................. 37
9.12 Nonreliance.............................................................................. 38
ARTICLE X. THE AGENT.......................................................................................... 38
10.1 Appointment; Nature of Relationship...................................................... 38
10.2 Powers................................................................................... 38
10.3 General Immunity......................................................................... 38
10.4 No Responsibility for Loans, Recitals, etc............................................... 39
10.5 Action on Instructions of Lenders........................................................ 39
10.6 Employment of Agents and Counsel......................................................... 39
10.7 Reliance on Documents; Counsel........................................................... 39
10.8 Administrative Agent's Reimbursement and Indemnification................................. 40
{/TABLE}
iv
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{TABLE}
{S} {C}
10.9 Notice of Default........................................................................ 40
10.10 Rights as a Lender....................................................................... 40
10.11 Lender Credit Decision................................................................... 41
10.12 Successor Administrative Agent........................................................... 41
10.13 Administrative Agent's Fee............................................................... 41
10.14 Delegation to Affiliates................................................................. 42
10.15 Administrative Agent, Syndication Agents, Documentation Agents, Lead Arranger, etc....... 42
ARTICLE XI. SETOFF; RATABLE PAYMENTS.......................................................................... 42
11.1 Setoff................................................................................... 42
11.2 Ratable Payments......................................................................... 42
ARTICLE XII. BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS................................................ 43
12.1 Successors and Assigns................................................................... 43
12.2 Participations........................................................................... 43
12.2.1. Permitted Participants; Effect................................................. 43
12.2.2. Voting Rights.................................................................. 43
12.2.3. Benefit of Setoff.............................................................. 43
12.3 Assignments.............................................................................. 44
12.3.1. Permitted Assignments.......................................................... 44
12.3.2. Effect; Effective Date......................................................... 44
12.4 Dissemination of Information............................................................. 45
12.5 Tax Treatment............................................................................ 45
12.6 Transfer to an SPC....................................................................... 45
ARTICLE XIII. NOTICES......................................................................................... 45
13.1 Notices.................................................................................. 45
13.2 Change of Address........................................................................ 46
{/TABLE}
v
{PAGE}
{TABLE}
{S} {C}
ARTICLE XIV. COUNTERPARTS..................................................................................... 46
ARTICLE XV. CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL...................................... 46
15.1 CHOICE OF LAW............................................................................ 46
15.2 CONSENT TO JURISDICTION.................................................................. 46
15.3 WAIVER OF JURY TRIAL..................................................................... 47
{/TABLE}
Exhibits:
Exhibit A Form of Opinion
Exhibit B Compliance Certificate
Exhibit C Assignment Agreement
Exhibit D Loan/Credit Related Money Transfer Instructions
Exhibit E Note
Schedules:
Pricing Schedule
A-1 Lender Commitments
1 Subsidiary and Other Investments
3 Eurodollar Payment Offices of the Agent
4 Lending Installations
7 Litigation/Contingent Liabilities
8 Persons Authorized to Give Telephone Instructions
vi
{PAGE}
364-DAY CREDIT AGREEMENT
This Agreement, dated as of March 27, 2003, is among Cardinal Health,
Inc. (the "Company"), certain Subsidiaries of the Company (the "Subsidiary
Borrowers", and together with the Company, the "Borrowers"), the lenders party
hereto from time to time (the "Lenders"), the Documentation Agents and
Syndication Agent party hereto, and Bank One, NA, a national banking association
having its principal office in Chicago, Illinois, as Administrative Agent (the
"Administrative Agent"). The parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
As used in this Agreement:
"Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or limited liability
company, or division thereof, whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power
only by reason of the happening of a contingency) or a majority (by percentage
or voting power) of the outstanding ownership interests of a partnership or
limited liability company.
"Adjusted Tangible Net Worth" means, as of any date, (i) the amount of
any capital stock, paid in capital and similar equity accounts plus (or minus in
the case of a deficit) the capital surplus and retained earnings of the Company
and its consolidated Subsidiaries, but excluding the amount of any foreign
currency translation adjustment account shown as a capital account, less (ii)
the net book value of all items of the following character which are included in
the assets of the Company and its consolidated Subsidiaries: (a) goodwill,
including, without limitation, the excess of cost over book value of any asset,
(b) organization or experimental expenses, (c) unamortized debt discount and
expense, (d) patents, trademarks, trade names and copyrights, (e) treasury
stock, (f) franchises, licenses and permits, and (g) other assets which are
deemed intangible assets under Agreement Accounting Principles.
"Administrative Agent" means Bank One, NA (Main office Chicago) 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 Administrative
Agent appointed pursuant to Article X.
"Advance" means a borrowing hereunder, (i) made by the Lenders on the
same Borrowing Date, or (ii) converted or continued by the Lenders on the same
date of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurodollar
Loans, for the same Interest Period.
"Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.
1
{PAGE}
"Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as reduced from time to time pursuant to the terms hereof. As of
the date of this Agreement, the original Aggregate Commitment is $750,000,000.
"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 in the United States of America 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; provided, however, that if any change in Agreement
Accounting Principles from those applied in preparing such financial statements
affects the calculation of any financial covenant contained in this Agreement,
the Borrowers and the Administrative Agent hereby agree to negotiate in good
faith towards making appropriate amendments acceptable to the Required Lenders
to the provisions of this Agreement to reflect as nearly as possible the effect
of the financial covenants as in effect on the date hereof.
"Applicable 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 any Eurodollar Loan,
Floating Rate Loan or the Facility Fee, as the case may be at any time, the
percentage which is applicable at such time set forth in the Pricing Schedule,
provided that from and after the Conversion Date, the Applicable Margin as in
effect from time to time shall increase by 12.5 basis points, and upon the
occurrence and during the continuation of a Default, the Applicable Margin shall
be the highest Applicable Margin set forth in the Pricing Schedule.
"Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.
"Article" means an article of this Agreement unless another document is
specifically referenced.
"Authorized Officer" means any of the Chief Financial Officer,
Principal Accounting Officer or Treasurer of a Borrower, or their equivalent,
acting singly.
"Bank One" means Bank One, NA (Main office Chicago) in its individual
capacity, and its successors.
"Borrowers" means the Company and the Subsidiary Borrowers, and
"Borrower" means any of them, as the context may require.
"Borrowing Date" means a date on which an Advance is made hereunder.
"Borrowing Notice" is defined in Section 2.8.
"Business Day" means (i) 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 and on which dealings
in Eurodollars are carried on in the London interbank market, and (ii) for all
317139
|
U.S. Bank, NA
As referenced in this 364-Day Credit Agreement:
U.S. BANK NATIONAL ASSOCIATION
– Title: Assistant Vice President
21 East State Street
Columbus, Ohio
Attention: John Beardslee
Telephone: (614) 223-3982
FAX: (614) 341-2606
66
{PAGE}
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Celia V. Conlon
-------------------------------------
Print Name: Celia V. Conlon
Title: Vice President
175 South Third Street, 4th Floor
Columbus, Ohio 43215
_____________
U.S. Bank National Association – Bank of New York $ 15,000,000
ABN AMRO Bank N.V. $ 12,500,000
Fifth Third Bank (Central Ohio) $ 12,500,000
U.S. Bank National Association $ 12,500,000
Allied Irish Banks p.l.c. $ 7,500,000
Credit Lyonnais $ 7,500,000
------------
TOTAL $750,000,000
{/TABLE}
_____________
U.S. Bank National Association – Bank N.V. ABN AMRO Bank N.V.
Fifth Third Bank (Central Ohio) Fifth Third Bank (Central Ohio) Fifth Third Bank (Central Ohio)
U.S. Bank National Association U.S. Bank National Association U.S. Bank National Association
Allied Irish Banks p.l.c. Allied Irish Banks p.l.c.
_____________
U.S. Bank National Association – Bank N.V.
Fifth Third Bank (Central Ohio) Fifth Third Bank (Central Ohio) Fifth Third Bank (Central Ohio)
U.S. Bank National Association U.S. Bank National Association U.S. Bank National Association
Allied Irish Banks p.l.c. Allied Irish Banks p.l.c. Allied Irish Banks p.l.
_____________
U.S. Bank National Association
– Bank (Central Ohio) Fifth Third Bank (Central Ohio) Fifth Third Bank (Central Ohio)
U.S. Bank National Association U.S. Bank National Association U.S. Bank National Association
Allied Irish Banks p.l.c. Allied Irish Banks p.l.c. Allied Irish Banks p.l.c.
Credit Lyonnais-S.A.
_____________
dt 607726
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK N.V.
– Senior Vice President
One Wall Street
New York, New York
Attention: Patrick Vatel
Telephone: (212) 635-7882
FAX: (212) 635-1481
64
{PAGE}
ABN AMRO BANK N.V.
By: /s/ James S. Kreitler
-------------------------------------
Print Name: James S. Kreitler
Title: Senior Vice President
By: /s/ Todd J. Miller
-------------------------------------
Print Name: Todd
_____________
ABN AMRO Bank N.V. – Vizcaya Argentaria S.A. $ 15,000,000
Banca Intesa S.p.A $ 15,000,000
The Bank of New York $ 15,000,000
ABN AMRO Bank N.V. $ 12,500,000
Fifth Third Bank (Central Ohio) $ 12,500,000
U.S. Bank National Association $ 12,500,000
Allied Irish Banks
_____________
ABN AMRO Bank N.V. – S.P.A. Banca Intesa S.P.A.
The Bank of New York The Bank of New York The Bank of New York
ABN AMRO Bank N.V. ABN AMRO Bank N.V. ABN AMRO Bank N.V.
Fifth Third Bank (Central Ohio) Fifth Third Bank (Central Ohio) Fifth Third
_____________
ABN AMRO Bank N.V. – S.P.A.
The Bank of New York The Bank of New York The Bank of New York
ABN AMRO Bank N.V. ABN AMRO Bank N.V. ABN AMRO Bank N.V.
Fifth Third Bank (Central Ohio) Fifth Third Bank (Central Ohio) Fifth Third Bank (Central Ohio)
U.S.
_____________
ABN AMRO Bank N.V.
– of New York The Bank of New York The Bank of New York
ABN AMRO Bank N.V. ABN AMRO Bank N.V. ABN AMRO Bank N.V.
Fifth Third Bank (Central Ohio) Fifth Third Bank (Central Ohio) Fifth Third Bank (Central Ohio)
U.S. Bank National Association U.S.
_____________
dt 638849
;
Cardinal Health
As referenced in this 364-Day Credit Agreement:
CARDINAL HEALTH, INC – {DOCUMENT}
{TYPE}EX-10.02
{SEQUENCE}4
{FILENAME}l00848aexv10w02.txt
{DESCRIPTION}EX-10.02 364 DAY AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.02
CARDINAL HEALTH, INC .
364-DAY CREDIT AGREEMENT
DATED AS OF MARCH 27, 2003
THE SUBSIDIARY BORROWERS PARTY HERETO,
THE LENDERS PARTY HERETO
AND
BANK ONE,
_____________
Cardinal Health,
Inc – 8 Persons Authorized to Give Telephone Instructions
vi
{PAGE}
364-DAY CREDIT AGREEMENT
This Agreement, dated as of March 27, 2003, is among Cardinal Health,
Inc . (the "Company"), certain Subsidiaries of the Company (the "Subsidiary
Borrowers", and together with the Company, the "Borrowers"), the lenders party
hereto from
_____________
Cardinal Health, Inc – pursuant to Section 12.3.2, as such
amount may be modified from time to time pursuant to the terms hereof.
"Company" means Cardinal Health, Inc ., an Ohio corporation, and its
successors and assigns.
"Consolidated or "consolidated" means, when used with reference to any
financial term in this
_____________
CARDINAL HEALTH, INC – PAGE}
IN WITNESS WHEREOF, the Borrowers, the Lenders and the Administrative
Agent have executed this Agreement as of the date first above written.
CARDINAL HEALTH, INC .
By: /s/ Donna Brandin
--------------------------------------
Print Name: Donna Brandin
Title: Senior Vice President and Treasurer
7000 Cardinal Place
Dublin, Ohio 43017
Attention: Laura
_____________
CARDINAL HEALTH, INC – A
FORM OF OPINION
March 27, 2003
The Administrative Agent and the Lenders who are
parties to the Credit Agreement described below.
Subject: CARDINAL HEALTH, INC . -- 364-DAY CREDIT AGREEMENT
Gentlemen/Ladies:
I am counsel for Cardinal Health, Inc., an Ohio corporation (the
"COMPANY"), and have represented the
_____________
dt 621892
;
|
Allied Irish
As referenced in this 364-Day Credit Agreement:
ALLIED IRISH BANKS p – Name: Celia V. Conlon
Title: Vice President
175 South Third Street, 4th Floor
Columbus, Ohio 43215
Attention: J. Todd Price
Telephone: (614) 232-8040
FAX: (614) 232-8098
67
{PAGE}
ALLIED IRISH BANKS p .l.c.
By: /s/ Cathal O'Connor
-------------------------------------
Print Name: Cathal O'Connor
Title: Vice President
AIB International Corporate Banking
Block C1, Bankcentre, Ballsbridge
Dublin, Ireland
Attention: Cathal O'Connor
_____________
Allied Irish Banks p – of New York $ 15,000,000
ABN AMRO Bank N.V. $ 12,500,000
Fifth Third Bank (Central Ohio) $ 12,500,000
U.S. Bank National Association $ 12,500,000
Allied Irish Banks p .l.c. $ 7,500,000
Credit Lyonnais $ 7,500,000
------------
TOTAL $750,000,000
{/TABLE}
70
{PAGE}
PRICING SCHEDULE
The Applicable Margin shall be as determined by the matrix
_____________
Allied Irish Banks p – Fifth Third Bank (Central Ohio) Fifth Third Bank (Central Ohio) Fifth Third Bank (Central Ohio)
U.S. Bank National Association U.S. Bank National Association U.S. Bank National Association
Allied Irish Banks p .l.c. Allied Irish Banks p.l.c. Allied Irish Banks p.l.c.
Credit Lyonnais-S.A. Credit Lyonnais-S.A. Credit Lyonnais-S.A.
{/TABLE}
114
{PAGE}
_____________
Allied Irish Banks p – Third Bank (Central Ohio) Fifth Third Bank (Central Ohio)
U.S. Bank National Association U.S. Bank National Association U.S. Bank National Association
Allied Irish Banks p.l.c. Allied Irish Banks p .l.c. Allied Irish Banks p.l.c.
Credit Lyonnais-S.A. Credit Lyonnais-S.A. Credit Lyonnais-S.A.
{/TABLE}
114
{PAGE}
SCHEDULE 7
LITIGATION/CONTINGENT LIABILITIES
Those
_____________
Allied Irish Banks p – Bank (Central Ohio)
U.S. Bank National Association U.S. Bank National Association U.S. Bank National Association
Allied Irish Banks p.l.c. Allied Irish Banks p.l.c. Allied Irish Banks p .l.c.
Credit Lyonnais-S.A. Credit Lyonnais-S.A. Credit Lyonnais-S.A.
{/TABLE}
114
{PAGE}
SCHEDULE 7
LITIGATION/CONTINGENT LIABILITIES
Those litigation/contingent liabilities items disclosed in
_____________
dt 1320347
;
Banc One Capital
As referenced in this 364-Day Credit Agreement:
BANC ONE CAPITAL MARKETS, INC – AS SYNDICATION AGENT
BARCLAYS BANK PLC, AS DOCUMENTATION AGENT
CREDIT SUISSE FIRST BOSTON, AS DOCUMENTATION AGENT
DEUTSCHE BANK SECURITIES, INC., AS DOCUMENTATION AGENT
BANC ONE CAPITAL MARKETS, INC ., AS LEAD ARRANGER AND BOOK MANAGER
{PAGE}
TABLE OF CONTENTS
{TABLE}
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Page
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ARTICLE I. DEFINITIONS........................................................................................ 1
ARTICLE II. THE
_____________
Banc One Capital Markets, Inc – owned by such Person; and structured notes,
derivative financial instruments and other similar instruments or contracts
owned by such Person.
"Lead Arranger" means Banc One Capital Markets, Inc ., a Delaware
corporation, and its successors.
"Lenders" means the lending institutions listed on the signature pages
of this Agreement and their respective
_____________
dt 604438
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