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Full Doc
 | 2004 |
364-Day Credit Agreement
364-Day Credit Agreement (366K)
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{DOCUMENT}
{TYPE}EX-10
{SEQUENCE}5
{FILENAME}ex10-10.txt
{DESCRIPTION}EXHIBIT 10.10
{TEXT}
{Page}
EXECUTION COPY
U.S. $1,000,000,000
364-DAY CREDIT AGREEMENT
Dated as of November 26, 2003
Among
HONEYWELL INTERNATIONAL INC.,
as Borrower,
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders,
and
CITIBANK, N.A.,
as Administrative Agent
and
JPMORGAN CHASE BANK
as Syndication Agent
and
BANK OF AMERICA, N.A.
BARCLAYS BANK PLC
DEUTSCHE BANK AG NEW YORK BRANCH
and
UBS SECURITIES LLC
as Documentation Agents
and
CITIGROUP GLOBAL MARKETS INC.
and
J.P.MORGAN SECURITIES INC.
as Joint Lead Arrangers and Co-Book Managers
{Page}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C}
ARTICLE I
SECTION 1.01. Certain Defined Terms...................................................1
SECTION 1.02. Computation of Time Periods............................................16
SECTION 1.03. Accounting Terms.......................................................16
ARTICLE II
SECTION 2.01. The Revolving Credit Advances..........................................16
SECTION 2.02. Making the Revolving Credit Advances...................................17
SECTION 2.03. The Competitive Bid Advances...........................................19
SECTION 2.04. Fees...................................................................24
SECTION 2.05. Termination or Reduction of the Commitments............................24
SECTION 2.06. Repayment of Advances..................................................26
SECTION 2.07. Interest on Revolving Credit Advances..................................26
SECTION 2.08. Interest Rate Determination............................................27
SECTION 2.09. Prepayments of Revolving Credit Advances...............................29
SECTION 2.10. Increased Costs........................................................30
SECTION 2.11. Illegality.............................................................31
SECTION 2.12. Payments and Computations..............................................31
SECTION 2.13. Taxes..................................................................32
SECTION 2.14. Sharing of Payments, Etc...............................................35
SECTION 2.15. Use of Proceeds........................................................35
SECTION 2.16. Extension of Termination Date..........................................36
SECTION 2.17. Evidence of Debt.......................................................37
{/TABLE}
i
{Page}
{TABLE}
{S} {C}
ARTICLE III
SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03........38
SECTION 3.02. Conditions Precedent to Initial Borrowing..............................39
SECTION 3.03. Initial Loan to Each Designated Subsidiary.............................40
SECTION 3.04. Conditions Precedent to Each Revolving Credit Borrowing................40
SECTION 3.05. Conditions Precedent to Each Competitive Bid Borrowing.................41
215591
|
Honeywell Int'l
As referenced in this 364-Day Credit Agreement:
honeywell international – 1,000,000,000
364-DAY CREDIT AGREEMENT
Dated as of November 26, 2003
Among
HONEYWELL INTERNATIONAL INC.,
as Borrower,
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders,
and
CITIBANK, N.
honeywell international – the Agent
{/TABLE}
iv
{Page}
364-DAY CREDIT AGREEMENT
Dated as of November 26, 2003
HONEYWELL INTERNATIONAL INC., a Delaware corporation (the "Company"),
the banks, financial institutions and other institutional lenders (the "
honeywell international – executed by their respective officers thereunto duly authorized, as of the
date first above written.
HONEYWELL INTERNATIONAL INC.
By: /s/
------------------------------------
Title: Vice President and Treasurer
CITIBANK, N.A., as Agent
By: /s/
honeywell international – on our consolidated financial
position.
In the matter entitled Interfaith Community Organization, et al. v.
Honeywell International Inc., et al., the United States District Court for the
District of New Jersey held
honeywell international
– Borrower pursuant to the 364-Day
Credit Agreement dated as of November 26, 2003 among Honeywell International
Inc., the Lender and certain other lenders parties thereto, and Citibank, N.A.,
as
dt 14919
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK – s/
------------------------------------
Title: Director
By: /s/
------------------------------------
Title: Associate Director
SENIOR MANAGING AGENTS
$56,521,739.13 ABN AMRO BANK N.V.
By: /s/ Alexander M. Blodi
------------------------------------
Title: Director
By: /s/ Eric Oppenheimer
------------------------------------
Title: Vice
ABN AMRO Bank – TABLE}
{CAPTION}
NAME OF INITIAL LENDER DOMESTIC LENDING OFFICE EURODOLLAR LENDING OFFICE
-------------------------------------- ----------------------------- -----------------------------
{S} {C} {C}
ABN AMRO Bank N.V. 208 South LaSalle Street 208 South LaSalle Street
Suite 1500 Suite 1500
Chicago,
dt 45402
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – AGREEMENT
Dated as of November 26, 2003
Among
HONEYWELL INTERNATIONAL INC.,
as Borrower,
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders,
and
CITIBANK, N.A. ,
as Administrative Agent
and
JPMORGAN CHASE BANK
as Syndication Agent
and
BANK OF AMERICA, N.A.
BARCLAYS BANK PLC
DEUTSCHE BANK AG
_____________
CITIBANK, N.A. – a Delaware corporation (the "Company"),
the banks, financial institutions and other institutional lenders (the "Initial
Lenders") listed on the signature pages hereof, and CITIBANK, N.A. ("Citibank"),
as administrative agent (the "Agent") for the Lenders (as hereinafter defined),
JPMORGAN CHASE BANK, as syndication agent, BANK OF AMERICA, N.
_____________
CITIBANK, N.A. – their respective officers thereunto duly authorized, as of the
date first above written.
HONEYWELL INTERNATIONAL INC.
By: /s/
------------------------------------
Title: Vice President and Treasurer
CITIBANK, N.A. , as Agent
By: /s/ Diane Pockaj
------------------------------------
Title: Vice President
REVOLVING CREDIT COMMITMENT ARRANGER AND ADMINISTRATIVE AGENT
$97,826,086.96 CITIBANK, N.
_____________
CITIBANK, N.A. – CITIBANK, N.A., as Agent
By: /s/ Diane Pockaj
------------------------------------
Title: Vice President
REVOLVING CREDIT COMMITMENT ARRANGER AND ADMINISTRATIVE AGENT
$97,826,086.96 CITIBANK, N.A.
By: /s/ Diane Pockaj
------------------------------------
Title: Director
ARRANGER AND SYNDICATION AGENT
$97,826,086.96 JPMORGAN CHASE BANK
By: /s/
------------------------------------
Title: Vice President
_____________
Citibank, N.A. – Robin
Jackson-Bogner Jackson-Bogner
Phone: (212) 415-9617/9616 Phone: (212) 415-9617/9616
Fax: (212) 415-9606 Fax: (212) 415-9606
Citibank, N.A. 388 Greenwich Street 388 Greenwich Street
New York, NY 10013 New York, NY 10013
Attn: Carolyn Sheridan Attn: Carolyn Sheridan
Phone: (212)
_____________
dt 146411
;
|
Federal-Mogul
As referenced in this 364-Day Credit Agreement:
Federal-Mogul Corp – of the Form 8-K filed by Honeywell on
November 11, 2003, disclosing that the letter of intent regarding a transaction
in which Federal-Mogul Corp . would acquire Honeywell's automotive Bendix
friction materials business, and Honeywell would receive a permanent channeling
injunction shielding it from all current
_____________
Federal-Mogul Corp – this amount is expected to be reimbursed by insurance.
There are currently approximately 71,000 claims pending.
On January 30, 2003, Honeywell and Federal-Mogul Corp . (Federal-Mogul)
entered into a letter of intent (LOI) pursuant to which Federal-Mogul would
acquire Honeywell's automotive
3
{Page}
Bendix
_____________
dt 222960
;
General Motors
As referenced in this 364-Day Credit Agreement:
General Motors Corp – or
financial position.
During the third quarter of 2003, DaimlerChrysler AG, Ford Motor Co. and
General Motors Corp . filed a lawsuit in the U.S. Bankruptcy Court, against
Honeywell and Federal-Mogul
dt 65070
;
More... |
Preview
Full Doc
| 2003 |
364-Day Credit Agreement
364-Day Credit Agreement (349K)
Doc #215668: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10
{SEQUENCE}5
{FILENAME}ex10-10.txt
{DESCRIPTION}EXHIBIT 10.10
{TEXT}
{PAGE}
EXHIBIT 10.10
364-DAY CREDIT AGREEMENT
Dated as of November 27, 2002
HONEYWELL INTERNATIONAL INC., a Delaware corporation (the "Company"),
the banks, financial institutions and other institutional lenders (the "Initial
Lenders") listed on the signature pages hereof, and CITIBANK, N.A. ("Citibank"),
as administrative agent (the "Agent") for the Lenders (as hereinafter defined),
JPMORGAN CHASE BANK, DEUTSCHE BANK AG, NEW YORK BRANCH, BANK OF AMERICA, N.A.
and BARCLAYS BANK PLC, as syndication agents, and SALOMON SMITH BARNEY INC., as
lead arranger book manager, hereby 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 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 (a) in the case of Advances denominated in
Dollars, 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: Janet Wallace, (b) in the case of Advances denominated
in any Foreign Currency, the account of the Sub-Agent designated in writing
from time to time by the Agent to the Company and the Lenders for such
purpose and (c) in any such case, such other account of the Agent as is
designated in writing from time to time by the Agent to the Company and the
Lenders for such purpose.
"Alternate Currency" means any lawful currency other than Dollars and
the Major Currencies that is freely transferrable and convertible into
Dollars.
{PAGE}
"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 Eurocurrency Lending Office in the case of a Eurocurrency
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 Eurocurrency 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:
-----------------------------------------------------------------------
Applicable Margin for
Applicable Margin for Eurocurrency Rate
Eurocurrency Rate Advances On and After
Public Debt Rating Advances Prior to Term Term Loan Conversion
S&P/Moody's Loan Conversion Date Date
-----------------------------------------------------------------------
Level 1
A+ or A1 or above 0.200% 0.550%
-----------------------------------------------------------------------
Level 2
Lower than Level 1 but 0.240% 0.600%
at least A or A2
-----------------------------------------------------------------------
Level 3
Lower than Level 2 but 0.280% 0.700%
at least A- or A3
-----------------------------------------------------------------------
Level 4
Lower than Level 3 but 0.400% 0.875%
at least BBB+ or Baa1
-----------------------------------------------------------------------
Level 5
Lower than Level 4 0.625% 1.375%
-----------------------------------------------------------------------
"Applicable Percentage" means, as of any date prior to the Term Loan
Conversion Date, a percentage per annum determined by reference to the
Public Debt Rating in effect on such date as set forth below:
-------------------------------------------------------
Public Debt Rating Applicable
S&P/Moody's Percentage
-------------------------------------------------------
Level 1
A+ or A1 or above 0.050%
-------------------------------------------------------
Level 2 Lower than Level 1 but at
least A or A2 0.060%
-------------------------------------------------------
Level 3
Lower than Level 2 but at 0.070%
least A- or A3
-------------------------------------------------------
2
{PAGE}
-------------------------------------------------------
Level 4
Lower than Level 3 but at 0.100%
least BBB+ or Baa1
-------------------------------------------------------
Level 5
Lower than Level 4 0.125%
-------------------------------------------------------
"Applicable Utilization Fee" means, as of any date prior to the Term
Loan Conversion Date that the aggregate Advances exceed 50% of the
aggregate Commitments, a percentage per annum determined by reference to
the Public Debt Rating in effect on such date as set forth below:
215668
|
Honeywell Int'l
As referenced in this 364-Day Credit Agreement:
honeywell international – TEXT}
{PAGE}
EXHIBIT 10.10
364-DAY CREDIT AGREEMENT
Dated as of November 27, 2002
HONEYWELL INTERNATIONAL INC., a Delaware corporation (the "Company"),
the banks, financial institutions and other institutional lenders (the "
honeywell international – executed by their respective officers thereunto duly authorized, as of the
date first above written.
HONEYWELL INTERNATIONAL INC.
By:/s/ James V. Gelly
------------------------------------
Name: James V. Gelly
Title: Vice President and Treasurer
honeywell international
– Borrower pursuant to the 364-Day
Credit Agreement dated as of November 27, 2002 among Honeywell International
Inc., the Lender and certain other lenders parties thereto, and Citibank, N.A.,
as
honeywell international – as defined in the 364-Day Credit Agreement dated as
of November 27, 2002 among Honeywell International Inc., the Lender and certain
other lenders parties thereto, and Citibank, N.A., as Agent
honeywell international – time, the "Credit Agreement", the terms defined therein being used herein as
therein defined), among Honeywell International Inc., certain Lenders parties
thereto and Citibank, N.A., as Agent for said Lenders, and
dt 14992
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK – M. Zieske
------------------------------------
Name: Diane M. Zieske
Title: First Vice President
68
{PAGE}
$55,000,000 ABN AMRO BANK N.V.
By:/s/ James S. Kreitler
------------------------------------
Name: James S. Kreitler
Title: Senior Vice President
ABN AMRO Bank – TABLE}
{CAPTION}
----------------------------------------------------------------------------------------------------
NAME OF INITIAL LENDER DOMESTIC LENDING OFFICE EURODOLLAR LENDING OFFICE
----------------------------------------------------------------------------------------------------
{S} {C} {C}
ABN AMRO Bank N.V. 208 South LaSalle Street 208 South LaSalle Street
Suite 1500 Suite 1500
Chicago,
dt 45404
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – a Delaware corporation (the "Company"),
the banks, financial institutions and other institutional lenders (the "Initial
Lenders") listed on the signature pages hereof, and CITIBANK, N.A. ("Citibank"),
as administrative agent (the "Agent") for the Lenders (as hereinafter defined),
JPMORGAN CHASE BANK, DEUTSCHE BANK AG, NEW YORK BRANCH, BANK
_____________
CITIBANK, N.A. – of the
date first above written.
HONEYWELL INTERNATIONAL INC.
By:/s/ James V. Gelly
------------------------------------
Name: James V. Gelly
Title: Vice President and Treasurer
CITIBANK, N.A. , as Agent
By /s/ Carolyn A. Kee
------------------------------------
Name: Carolyn A. Kee
Title: Vice President
COMMITMENT ARRANGER AND ADMINISTRATIVE AGENT
$126,333,333
_____________
CITIBANK, N.A. – A., as Agent
By /s/ Carolyn A. Kee
------------------------------------
Name: Carolyn A. Kee
Title: Vice President
COMMITMENT ARRANGER AND ADMINISTRATIVE AGENT
$126,333,333 CITIBANK, N.A.
By: /s/ Carolyn A. Kee
------------------------------------
Name: Carolyn A. Kee
Title: Vice President
CO-SYNDICATION AGENTS
$70,000,000 JPMORGAN CHASE BANK
By: /
_____________
Citibank, N.A. – Robin Jackson-
Jackson-Bogner Bogner
Phone: (212) 415-9617/9616 Phone: (212) 415-9617/9616
Fax: (212) 415-9606 Fax: (212) 415-9606
----------------------------------------------------------------------------------------------------
Citibank, N.A. 388 Greenwich Street 388 Greenwich Street
New York, NY 10013 New York, NY 10013
Attn: Carolyn Sheridan Attn: Carolyn Sheridan
Phone: (212)
_____________
Citibank, N.A. – 364-Day
Credit Agreement dated as of November 27, 2002 among Honeywell International
Inc., the Lender and certain other lenders parties thereto, and Citibank, N.A. ,
as Agent for the Lender and such other lenders (as amended or modified from time
to time, the "Credit Agreement"; the terms
_____________
dt 146413
;
|
 Banco Bilbao
As referenced in this 364-Day Credit Agreement:
BANCO BILBAO VIZCAYA ARGENTARIA S – s/ Charles Michael
------------------------------------
Name: Charles Michael
Title: Vice President
LENDERS
$15,000,000 ALLIED IRISH BANKS PLC
By:/s/ Niamh Carolan
------------------------------------
Name: Niamh Carolan
Title: Vice President
$15,000,000 BANCO BILBAO VIZCAYA ARGENTARIA S .A.
By:/s/ Miguel Lara
------------------------------------
Name: Miguel Lara
Title: VP, Global Corporate
Banking
By:/s/ Phillip Paddack
---------------------------------
Name: Phillip Paddack
Title: Senior VP, Branch Manager
$15,000,000 WESTPAC
_____________
dt 1320449
;
BofA
As referenced in this 364-Day Credit Agreement:
BANK OF AMERICA, – for the Lenders (as hereinafter defined),
JPMORGAN CHASE BANK, DEUTSCHE BANK AG, NEW YORK BRANCH, BANK OF AMERICA, N.A.
and BARCLAYS BANK PLC, as syndication agents, and SALOMON SMITH BARNEY INC.,
Bank of America, – Notice" has the meaning specified in Section
2.05(c)(ii).
"Reference Banks" means Citibank, Bank of America, N.A., JPMorgan
Chase Bank and Deutsche Bank AG New York Branch.
"Register" has
BANK OF AMERICA, – CHASE BANK
By: /s/ Randolph Cates
------------------------------------
Name: Randolph Cates
Title: Vice President
$94,000,000 BANK OF AMERICA, N.A.
By /s/ John W. Pocalyko
------------------------------------
Name: John W. Pocalyko
Title: Managing Director
Bank of America, – 212) 728-1664 Phone: (212) 728-1664
Fax: (212) 333-2904 Fax: (212) 333-2904
----------------------------------------------------------------------------------------------------
Bank of America, N.A. 101 N. Tryon Street 101 N. Tryon Street
Charlotte, NC 28255 Charlotte,
BANK OF AMERICA, – N.A.,
as Administrative Agent
and
JPMORGAN CHASE BANK
DEUTSCHE BANK AG, NEW YORK BRANCH
BANK OF AMERICA, N.A.
BARCLAYS BANK PLC
as Syndication Agents
and
SALOMON SMITH BARNEY INC.
as
dt 40905
;
More... |
Preview
Full Doc
| 2002 |
364-Day Credit Agreement [Amended and Restated 2001]
364-Day Credit Agreement [Amended and Restated 2001] (49K)
Doc #215752: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10
{SEQUENCE}3
{FILENAME}ex10.txt
{DESCRIPTION}EXHIBIT 10.10
{TEXT}
{PAGE}
EXHIBIT 10.10
EXECUTION COPY
U.S. $1,000,000,000
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of November 29, 2001
Among
HONEYWELL INTERNATIONAL INC.,
as Borrower,
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders,
and
CITIBANK, N.A.,
as Administrative Agent
and
JPMORGAN CHASE BANK
DEUTSCHE BANK AG, NEW YORK BRANCH
BANK OF AMERICA, N.A.
BARCLAYS BANK PLC
as Syndication Agents]
and
SALOMON SMITH BARNEY INC.
as Lead Arranger and Book Manager
Amended and Restated Credit Agreement
{PAGE}
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of November 29, 2001
HONEYWELL INTERNATIONAL INC., a Delaware corporation (the
"Company"), the banks, financial institutions and other institutional lenders
(collectively, the "Initial Lenders") party hereto, CITIBANK, N.A., as
administrative agent (together with any successor thereto appointed pursuant to
Article VII of the Existing Credit Agreement referred to below, the "Agent") for
the Lenders (as defined in the Existing Credit Agreement referred to below),
JPMORGAN CHASE BANK, DEUTSCHE BANK AG, NEW YORK BRANCH, BANK OF AMERICA, N.A.
and BARCLAYS BANK PLC, as syndication agents, and SALOMON SMITH BARNEY INC., as
lead arranger book manager, hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Company is party to a 364-Day Credit Agreement dated
as of December 2, 1999, as amended and restated as of November 30, 2000 (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
$1,000,000,000 for general corporate purposes of the Company and its
Subsidiaries not otherwise prohibited under the terms of this Agreement. The
Lenders have indicated their willingness to agree to extend credit to the
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. (a)
Section 1.01 of the Existing Credit Agreement is, effective as of the date of
this Amendment and Restatement and subject to the satisfaction of the conditions
precedent set forth in Section 2, hereby amended by deleting the definitions of
"Applicable Margin", "Applicable Percentage", "Commitment", "Lenders" and
"Termination Date" set forth therein and replacing them, respectively, with the
following new definitions thereof:
"Applicable Margin" means (a) for Base Rate Advances, 0% per
annum and (b) for Eurocurrency 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:
{TABLE}
{CAPTION}
--------------------------------------------------------------
Public Debt Rating Applicable Margin for
S&P/Moody's Eurocurrency Rate Advances
--------------------------------------------------------------
{S} {C}
Level 1
A+ or A1 or above 0.200%
--------------------------------------------------------------
Level 2
Lower than Level 1 but at 0.240%
least A or A2
--------------------------------------------------------------
{/TABLE}
Amended and Restated Credit Agreement
215752
|
Honeywell Int'l
As referenced in this 364-Day Credit Agreement [Amended and Restated 2001]:
honeywell international – 000
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of November 29, 2001
Among
HONEYWELL INTERNATIONAL INC.,
as Borrower,
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders,
and
CITIBANK, N.
honeywell international – Agreement
{PAGE}
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of November 29, 2001
HONEYWELL INTERNATIONAL INC., a Delaware corporation (the
"Company"), the banks, financial institutions and other institutional lenders
(collectively,
honeywell international – their respective officers thereunto
duly authorized, as of the date first above written.
THE BORROWER
HONEYWELL INTERNATIONAL INC.
By /s/ John J. Granato
-----------------------------------
Name: John J. Granato
Title: Assistant Treasurer
THE AGENT
dt 15063
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement [Amended and Restated 2001]:
ABN AMRO BANK – Title: Director
By /s/ Stephanie Strohe
-----------------------------------
Name: Stephanie Strohe
Title: Vice President
SENIOR MANAGING AGENTS
ABN AMRO BANK NV
By /s/ Dean P. Giglio
-----------------------------------
Name: Dean P. Giglio
Title: Vice President
By /s/
ABN AMRO Bank – 412) 234-8285 Phone: (412) 234-8285
Fax: (412) 209-6118 Fax: (412) 209-6118
----------------------------------------------------------------------------------------------------------------
ABN AMRO Bank N.V. $55,000,000.00 208 South LaSalle Street 208 South LaSalle Street
Suite
dt 45406
;
Citibank
As referenced in this 364-Day Credit Agreement [Amended and Restated 2001]:
CITIBANK, N.A. – AGREEMENT
Dated as of November 29, 2001
Among
HONEYWELL INTERNATIONAL INC.,
as Borrower,
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders,
and
CITIBANK, N.A. ,
as Administrative Agent
and
JPMORGAN CHASE BANK
DEUTSCHE BANK AG, NEW YORK BRANCH
BANK OF AMERICA, N.A.
BARCLAYS BANK PLC
as
_____________
CITIBANK, N.A. – 2001
HONEYWELL INTERNATIONAL INC., a Delaware corporation (the
"Company"), the banks, financial institutions and other institutional lenders
(collectively, the "Initial Lenders") party hereto, CITIBANK, N.A. , as
administrative agent (together with any successor thereto appointed pursuant to
Article VII of the Existing Credit Agreement referred to below, the "
_____________
Citibank, N.A. – and restated as of November 30, 2000 (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. – date first above written.
THE BORROWER
HONEYWELL INTERNATIONAL INC.
By /s/ John J. Granato
-----------------------------------
Name: John J. Granato
Title: Assistant Treasurer
THE AGENT
CITIBANK, N.A. ,
as Agent
By /s/ Carolyn A. Kee
-----------------------------------
Name: Carolyn A. Kee
Title: Vice President
THE INITIAL LENDERS
ADMINISTRATIVE AGENT
CITIBANK, N.A.
_____________
CITIBANK, N.A. – AGENT
CITIBANK, N.A.,
as Agent
By /s/ Carolyn A. Kee
-----------------------------------
Name: Carolyn A. Kee
Title: Vice President
THE INITIAL LENDERS
ADMINISTRATIVE AGENT
CITIBANK, N.A.
By /s/ Carolyn A. Kee
-----------------------------------
Name: Carolyn A. Kee
Title: Vice President
CO-SYNDICATION AGENTS
BANK OF AMERICA, N.A.
By /s/
_____________
dt 146415
;
|
BofA
As referenced in this 364-Day Credit Agreement [Amended and Restated 2001]:
BANK OF AMERICA, – N.A.,
as Administrative Agent
and
JPMORGAN CHASE BANK
DEUTSCHE BANK AG, NEW YORK BRANCH
BANK OF AMERICA, N.A.
BARCLAYS BANK PLC
as Syndication Agents]
and
SALOMON SMITH BARNEY INC.
as
BANK OF AMERICA, – Existing Credit Agreement referred to below),
JPMORGAN CHASE BANK, DEUTSCHE BANK AG, NEW YORK BRANCH, BANK OF AMERICA, N.A.
and BARCLAYS BANK PLC, as syndication agents, and SALOMON SMITH BARNEY INC.,
BANK OF AMERICA, – By /s/ Carolyn A. Kee
-----------------------------------
Name: Carolyn A. Kee
Title: Vice President
CO-SYNDICATION AGENTS
BANK OF AMERICA, N.A.
By /s/ John Pocalyko
-----------------------------------
Name: John Pocalyko
Title: Managing Director
Amended and
Bank of America, – Tel: (353) 1 691-3471
Fax: (353) 1 668-2508 Fax: (353) 1 668-2508
----------------------------------------------------------------------------------------------------------------
Bank of America, N.A. $94,000,000.00 101 N. Tryon Street 101 N. Tryon Street
dt 40907
;
BNY
As referenced in this 364-Day Credit Agreement [Amended and Restated 2001]:
BANK OF NEW YORK
– Vice President
By /s/ Helen Clarke-Hepp
-----------------------------------
Name: Helen Clarke-Hepp
Title: Vice President
THE BANK OF NEW YORK
By /s/ Ernest Fung
-----------------------------------
Name: Ernest Fung
Title: Vice President
BANK OF TOKYO-MITSUBISHI
Bank of New York – 412-1547 Phone: (212) 412-1547
Fax: (212) 412-7585 Fax: (212) 412-7585
----------------------------------------------------------------------------------------------------------------
The Bank of New York $50,000,000.00 One Wall Street One Wall Street
New York, NY 10286
dt 43216
;
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| 2001 |
364-Day Credit Agreement [Amended and Restated 2000]
364-Day Credit Agreement [Amended and Restated 2000] (39K)
Doc #215791: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10
{SEQUENCE}5
{FILENAME}0005.txt
{DESCRIPTION}EXHIBIT 10.10
{TEXT}
{PAGE}
EXHIBIT 10.10
U.S. $1,000,000,000
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of November 30, 2000
Among
HONEYWELL INTERNATIONAL INC.,
as Borrower,
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders,
and
CITIBANK, N.A.,
as Administrative Agent
and
THE CHASE MANHATTAN BANK
DEUTSCHE BANK AG, NEW YORK BRANCH
BANK OF AMERICA, N.A.
as Syndication Agents
and
SALOMON SMITH BARNEY INC.
as Lead Arranger and Book Manager
{PAGE}
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of November 30, 2000
HONEYWELL INTERNATIONAL INC., a Delaware corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
(collectively, the "Initial Lenders") party hereto, CITIBANK, N.A., as
administrative agent (together with any successor thereto appointed pursuant to
Article VII of the Existing Credit Agreement referred to below, the "Agent") for
the Lenders (as defined in the Existing Credit Agreement referred to below) THE
CHASE MANHATTAN BANK, DEUTSCHE BANK AG, NEW YORK BRANCH and BANK OF AMERICA,
N.A., as syndication agents, and SALOMON SMITH BARNEY INC., as lead arranger
book manager, hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Borrower is party to a 364-Day Credit Agreement dated
as of December 2, 1999 (the "Existing Credit Agreement") with the banks,
financial institutions and other institutional lenders party thereto and
Citibank, N.A., as Agent for the Lenders and such other lenders. Capitalized
terms not otherwise defined in this Amendment and Restatement shall have the
same meanings as specified in the Existing Credit Agreement.
(2) The parties to this Amendment and Restatement desire to
amend the Existing Credit Agreement as set forth herein and to restate the
Existing Credit Agreement in its entirety to read as set forth in the Existing
Credit Agreement with the following amendments.
(3) The Borrower has requested that the Lenders agree to
extend credit to it from time to time in an aggregate principal amount of up to
$1,000,000,000 for general corporate purposes of the Borrower and its
Subsidiaries not otherwise prohibited under the terms of this Agreement. The
Lenders have indicated their willingness to agree to extend credit to the
Borrower from time to time in such amount on the terms and conditions of this
Amendment and Restatement.
SECTION 1. Amendments to the Existing Credit Agreement. (a)
Section 1.01 of the Existing Credit Agreement is, effective as of the date of
this Amendment and Restatement and subject to the satisfaction of the conditions
precedent set forth in Section 2, hereby amended by deleting the definitions of
"Commitment", "Lenders" and "Termination Date" set forth therein and replacing
them, respectively, with the following new definitions thereof:
"Commitment" means as to any Lender, (i) the Dollar amount set
forth opposite its name on Schedule I hereto, (ii) if such Lender has
become a Lender hereunder pursuant to an Assumption Agreement, the
Dollar amount set forth as its Commitment in such Assumption Agreement
or (iii) if such Lender has entered into any Assignment and Acceptance,
the Dollar amount set forth for such Lender in the Register maintained
by the Agent pursuant to Section 9.07(d), in each case as the same may
be terminated or reduced, as the case may be, pursuant to Section 2.05.
"Lenders" means, collectively, each Initial Lender and each
other Person that shall become a party hereto pursuant to Sections
9.07(a), (b) and (c).
"Termination Date" means the earliest of (i) November 29,
2001, (ii) the date that is 90 days after the consummation of a merger
of the Borrower with General Electric Co. or any subsidiary of General
Electric Co. and (iii) the date of termination in whole of the
Commitments pursuant to Section 2.05 or 6.01.
{PAGE}
2
(b) Schedule I to the Existing Credit Agreement is, effective
as of the date of this Amendment and Restatement and subject to the satisfaction
of the conditions precedent set forth in Section 2, deleted in its entirety and
replaced with Schedule I to this Amendment and Restatement.
(c) Schedule 3.01(b) to the Existing Credit Agreement is,
effective as of the date of this Amendment and Restatement and subject to the
satisfaction of the conditions precedent set forth in Section 2, deleted in its
entirety and replaced with Schedule 3.01(b) to this Amendment and Restatement
SECTION 2. Conditions of Effectiveness of this Amendment and
Restatement. This Amendment and Restatement shall become effective as of the
215791
|
Honeywell Int'l
As referenced in this 364-Day Credit Agreement [Amended and Restated 2000]:
honeywell international – 000
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of November 30, 2000
Among
HONEYWELL INTERNATIONAL INC.,
as Borrower,
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders,
and
CITIBANK, N.
honeywell international – Manager
{PAGE}
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of November 30, 2000
HONEYWELL INTERNATIONAL INC., a Delaware corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
(collectively,
honeywell international – their respective officers thereunto
duly authorized, as of the date first above written.
THE BORROWER
HONEYWELL INTERNATIONAL INC.
By /s/ James V. Gelly
-------------------------------------
Name: James V. Gelly
Title: Vice President and Treasurer
dt 15099
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement [Amended and Restated 2000]:
ABN AMRO BANK – COMPANY OF
NEW YORK
By: /s/ Dennis Wilczek
--------------------------------------------
Name: Dennis Wilczek
Title: Associate
CO-AGENTS
ABN AMRO BANK N.V.
By: /s/ Andre Kel
--------------------------------------------
Name: Andre Kel
Title: Senior Vice President
By: /s/
ABN AMRO Bank – Attn: Andrew Lipsett
Fax: (302) 634-8177 Phone: (302) 634-1872
Fax: (302) 634-8177
---------------------------------------------------------------------------------------------------------------------------
ABN AMRO Bank N.V. $21,666,667 208 South LaSalle Street 208 South LaSalle Street
Suite 1500
dt 45407
;
Citibank
As referenced in this 364-Day Credit Agreement [Amended and Restated 2000]:
CITIBANK, N.A. – AGREEMENT
Dated as of November 30, 2000
Among
HONEYWELL INTERNATIONAL INC.,
as Borrower,
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders,
and
CITIBANK, N.A. ,
as Administrative Agent
and
THE CHASE MANHATTAN BANK
DEUTSCHE BANK AG, NEW YORK BRANCH
BANK OF AMERICA, N.A.
as Syndication Agents
_____________
CITIBANK, N.A. – 2000
HONEYWELL INTERNATIONAL INC., a Delaware corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
(collectively, the "Initial Lenders") party hereto, CITIBANK, N.A. , as
administrative agent (together with any successor thereto appointed pursuant to
Article VII of the Existing Credit Agreement referred to below, the "
_____________
Citibank, N.A. – Agreement dated
as of December 2, 1999 (the "Existing Credit Agreement") with the banks,
financial institutions and other institutional lenders party thereto and
Citibank, N.A. , as Agent for the Lenders and such other lenders. Capitalized
terms not otherwise defined in this Amendment and Restatement shall have the
_____________
CITIBANK, N.A. – above written.
THE BORROWER
HONEYWELL INTERNATIONAL INC.
By /s/ James V. Gelly
-------------------------------------
Name: James V. Gelly
Title: Vice President and Treasurer
THE AGENT
CITIBANK, N.A. ,
as Agent
By /s/ Carolyn A. Kee
------------------------------------
Name: Carolyn A. Kee
Title: Vice President
THE INITIAL LENDERS
ADMINISTRATIVE AGENT
CITIBANK, N.A.
_____________
CITIBANK, N.A. – AGENT
CITIBANK, N.A.,
as Agent
By /s/ Carolyn A. Kee
------------------------------------
Name: Carolyn A. Kee
Title: Vice President
THE INITIAL LENDERS
ADMINISTRATIVE AGENT
CITIBANK, N.A.
By: /s/ Carolyn A. Kee
-------------------------------------
Name: Carolyn A. Kee
Title: Vice President
CO-SYNDICATION AGENTS
BANK OF AMERICA, N.A.
By: /s/
_____________
dt 146416
;
|
GE
As referenced in this 364-Day Credit Agreement [Amended and Restated 2000]:
General Electric Co – earliest of (i) November 29,
2001, (ii) the date that is 90 days after the consummation of a merger
of the Borrower with General Electric Co . or any subsidiary of General
Electric Co. and (iii) the date of termination in whole of the
Commitments pursuant to Section 2.
_____________
General
Electric Co – the date that is 90 days after the consummation of a merger
of the Borrower with General Electric Co. or any subsidiary of General
Electric Co . and (iii) the date of termination in whole of the
Commitments pursuant to Section 2.05 or 6.01.
{PAGE}
2
(b)
_____________
dt 92966
;
BofA
As referenced in this 364-Day Credit Agreement [Amended and Restated 2000]:
BANK OF AMERICA, – A.,
as Administrative Agent
and
THE CHASE MANHATTAN BANK
DEUTSCHE BANK AG, NEW YORK BRANCH
BANK OF AMERICA, N.A.
as Syndication Agents
and
SALOMON SMITH BARNEY INC.
as Lead Arranger and
BANK OF AMERICA, – Agreement referred to below) THE
CHASE MANHATTAN BANK, DEUTSCHE BANK AG, NEW YORK BRANCH and BANK OF AMERICA,
N.A., as syndication agents, and SALOMON SMITH BARNEY INC., as lead arranger
book
BANK OF AMERICA, – By: /s/ Carolyn A. Kee
-------------------------------------
Name: Carolyn A. Kee
Title: Vice President
CO-SYNDICATION AGENTS
BANK OF AMERICA, N.A.
By: /s/ John Pocalyko
-------------------------------------
Name: John Pocalyko
Title: Managing Director
THE CHASE
Bank of America, – 212) Phone: (212) 559-3245
Fax: (212) 826-2371 Phone: (212)
Fax: (212) 826-2371
---------------------------------------------------------------------------------------------------------------------------
Bank of America, N.A. $85,333,333 101 N. Tryon Street 101 N. Tryon Street
Charlotte,
dt 40908
;
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| 2001 |
Agreement
Agreement (15K)
Doc #215776: Click preview link for longer preview.
AGREEMENT
AGREEMENT, dated as of July 3, 2001 between Honeywell International
Inc., a Delaware corporation (the "Corporation"), and Lawrence A. Bossidy (the
"Executive").
WHEREAS, the Corporation has requested and Executive has agreed to
return to employment with the Corporation;
WHEREAS, Executive and the Corporation wish to substantially replicate
the terms and conditions of Executive's prior employment, except as described
below.
NOW, THEREFORE, in consideration of the execution and delivery of these
presents, the mutual promises contained herein and other good and valuable
consideration, the parties hereto hereby agree as follows:
Section 1. Term and Capacity of Employment
(a) The Corporation and Executive agree that Executive shall be
employed by the Corporation from July 3, 2001 through June 30, 2002 under the
terms set forth in this Agreement. Executive, for so long as he is elected a
member of and Chairman of the Board of Directors of the Corporation, shall
perform the duties of that office. Executive shall also continue as the Chief
Executive Officer of the Corporation and shall serve in that capacity through
the term of this Agreement at the pleasure of the Board of Directors of the
Corporation.
(b) During the term of his employment under this Agreement, Executive
shall have the powers, responsibilities and authorities of Chief Executive
Officer and Chairman of the Board of Directors of the Corporation as established
by custom and practice on the date first set forth herein.
(c) During the term of his employment under this Agreement, Executive
shall during reasonable business hours perform his duties hereunder (reasonable
sick leave and vacations excepted) and shall not during such term, without the
consent of the Board of Directors, engage, directly or indirectly, in any other
business for compensation or profit except that he may, with the approval of the
Board of Directors of the Corporation, serve as a director of any other
corporation which, on the advice of counsel for the Corporation, is not
considered to be in competition with the Corporation for purposes of the
antitrust laws, and he may receive compensation therefor.
Section 2. Compensation
(a) As compensation for Executive's services under this Agreement, the
Corporation shall, commencing as of July 3, 2001, pay Executive a salary at the
rate of $2,000,000 per year, payable in bi-weekly installments.
(b) As further compensation, Executive shall be eligible for awards
under the Honeywell International Inc. Incentive Compensation Plan for Executive
Employees (the "Incentive Plan") (and any plan which is a successor to that
plan) with a target bonus opportunity of at least 100 percent of salary.
(c) As further compensation, Executive shall be eligible to receive
stock options under the 1993 Stock Plan for Employees of Honeywell International
Inc. and its Affiliates (the "Stock Plan") at such time as stock options are
granted to Senior Executives of the Corporation in such amounts as determined by
the Board of Directors of the Corporation.
{PAGE}
Section 3. Life Insurance and Long-Term Disability Benefits
The Corporation shall provide basic life insurance coverage for the
215776
|
Honeywell Int'l
As referenced in this Agreement:
honeywell international
– 21
{TEXT}
{PAGE}
Exhibit 10.21
AGREEMENT
AGREEMENT, dated as of July 3, 2001 between Honeywell International
Inc., a Delaware corporation (the "Corporation"), and Lawrence A. Bossidy (the
"Executive").
WHEREAS, the
honeywell international – bi-weekly installments.
(b) As further compensation, Executive shall be eligible for awards
under the Honeywell International Inc. Incentive Compensation Plan for Executive
Employees (the "Incentive Plan") (and any plan which is
honeywell international
– shall be eligible to receive
stock options under the 1993 Stock Plan for Employees of Honeywell International
Inc. and its Affiliates (the "Stock Plan") at such time as stock options are
honeywell international – tax planning services,
for the remainder of his spouse's life).
{PAGE}
IN WITNESS WHEREOF, Honeywell International Inc. has caused this
Agreement to be signed in its corporate name by one of
honeywell international – set his hand, all as of the date and year
first above written.
[Corporate Seal] Honeywell International Inc.
Attest:
/s/ Peter M. Kreindler By: /s/ Robert P. Luciano
---------------------- -------------------------
General Counsel Robert P.
dt 15086
| |
Preview
Full Doc
| 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (177K)
Doc #215826: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
October 22, 2000
between
HONEYWELL INTERNATIONAL INC.
and
GENERAL ELECTRIC COMPANY
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER..................................................1
Section 1.1 The Merger...............................................1
Section 1.2 Conversion of Shares.....................................2
Section 1.3 Surrender and Payment....................................3
Section 1.4 Stock Options and Equity Awards..........................4
Section 1.5 Adjustments..............................................5
Section 1.6 Fractional Shares........................................6
Section 1.7 Withholding Rights.......................................7
Section 1.8 Lost Certificates........................................7
Section 1.9 Shares Held by Honeywell Affiliates......................7
Section 1.10 Appraisal Rights........................................7
ARTICLE II CERTAIN GOVERNANCE MATTERS..................................8
Section 2.1 Board of Directors.......................................8
Section 2.2 Certificate of Incorporation of the
Surviving Corporation....................................8
Section 2.3 By-laws of the Surviving Corporation.....................8
Section 2.4 Directors and Officers of the
Surviving Corporation....................................8
ARTICLE III REPRESENTATIONS AND WARRANTIES OF HONEYWELL.................8
Section 3.1 Corporate Existence and Power............................8
Section 3.2 Corporate Authorization..................................9
Section 3.3 Governmental Authorization..............................10
Section 3.4 Non-Contravention.......................................10
Section 3.5 Capitalization..........................................11
Section 3.6 Subsidiaries............................................11
Section 3.7 Commission Filings......................................12
Section 3.8 Financial Statements....................................13
Section 3.9 Disclosure Documents....................................13
Section 3.10 Absence of Certain Changes.............................14
Section 3.11 No Undisclosed Material Liabilities....................15
Section 3.12 Litigation.............................................15
Section 3.13 Taxes..................................................15
Section 3.14 Employee Benefit Plans.................................16
Section 3.15 Compliance with Laws...................................19
Section 3.16 Finders' or Advisors' Fees.............................19
Section 3.17 Environmental Matters..................................19
Section 3.18 Opinion of Financial Advisor...........................20
Section 3.19 Pooling; Tax Treatment.................................20
Section 3.20 Takeover Statutes......................................20
Section 3.21 Intellectual Property Matters..........................20
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT...................21
Section 4.1 Corporate Existence and Power...........................21
Section 4.2 Corporate Authorization.................................22
Section 4.3 Governmental Authorization..............................22
Section 4.4 Non-Contravention.......................................23
Section 4.5 Capitalization..........................................23
Section 4.6 Commission Filings......................................24
Section 4.7 Financial Statements....................................24
Section 4.8 Disclosure Documents....................................24
Section 4.9 Absence of Certain Changes..............................25
Section 4.10 No Undisclosed Material Liabilities....................25
Section 4.11 Litigation.............................................25
Section 4.12 Finders' or Advisors' Fees.............................25
Section 4.13 Pooling; Tax Treatment.................................26
ARTICLE V COVENANTS OF HONEYWELL.....................................26
Section 5.1 Conduct of Honeywell....................................26
Section 5.2 Honeywell Stockholder Meeting...........................28
ARTICLE VI COVENANTS OF PARENT........................................29
Section 6.1 Obligations of Merger Subsidiary........................29
Section 6.2 Director and Officer Liability..........................29
Section 6.3 Stock Exchange Listing..................................31
Section 6.4 Employee Benefits.......................................31
Section 6.6 Consultant Agreement....................................32
ARTICLE VII COVENANTS OF PARENT AND HONEYWELL..........................32
Section 7.1 Reasonable Best Efforts.................................32
Section 7.2 Proxy Materials; Certain Filings........................34
Section 7.3 Access to Information...................................34
Section 7.4 Tax and Accounting Treatment............................35
Section 7.5 Public Announcements....................................36
Section 7.6 Further Assurances......................................36
Section 7.7 Notices of Certain Events...............................36
Section 7.8 Affiliates..............................................36
Section 7.9 Payment of Dividends....................................37
Section 7.10 No Solicitation........................................37
Section 7.11 Letters from Accountants...............................39
Section 7.12 Takeover Statutes......................................40
Section 7.13 Honeywell Name and Integrity of Franchise.............40
Section 7.14 Transfer Statutes......................................40
Section 7.15 Section 16(b)..........................................40
ARTICLE VIII CONDITIONS TO THE MERGER...................................40
Section 8.1 Conditions to the Obligations
of Each Party...........................................40
Section 8.2 Conditions to the Obligations of
Parent and Merger Subsidiary............................41
Section 8.3 Conditions to the Obligations of Honeywell..............42
ARTICLE IX TERMINATION................................................43
Section 9.1 Termination.............................................43
Section 9.2 Effect of Termination...................................44
Section 9.3 Fee and Expenses........................................44
215826
|
Honeywell Int'l
As referenced in this Agreement and Plan of Merger:
honeywell international – EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
dated as of
October 22, 2000
between
HONEYWELL INTERNATIONAL INC.
and
GENERAL ELECTRIC COMPANY
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER..................................................1
Section
honeywell international – AND PLAN OF MERGER (this "Agreement")
dated as of October 22, 2000 by and between HONEYWELL INTERNATIONAL INC., a
Delaware corporation ("Honeywell"), and GENERAL ELECTRIC COMPANY, a New
York corporation ("Parent").
W
"honeywell international – such certificate of incorporation shall provide that the name
of the Surviving Corporation shall be "Honeywell International Inc."
Section 2.3 By-laws of the Surviving Corporation. The by-laws of Merger
honeywell international – John A. Marzulli Jr., Esq.
Facsimile No.: (212) 848-7179
(b) if to Honeywell, to:
Honeywell International Inc.
101 Columbia Road
P.O. Box 4000
Morristown, New Jersey 07962-2497
Attention: Peter
honeywell international – s/ John F. Welch, Jr.
______________________________
Name: John F. Welch, Jr.
Title: Chairman and CEO
HONEYWELL INTERNATIONAL INC.
By: /s/ Michael E. Bonsignore
______________________________
Name: Michael E. Bonsignore
Title: Chairman and CEO
dt 15135
;
Bear, Stearns
As referenced in this Agreement and Plan of Merger:
Bear, Stearns & Co. – in full force and effect would not have a Material Adverse
Effect on Honeywell.
Section 3.16 Finders' or Advisors' Fees. Except for Bear, Stearns & Co.
Inc., a copy of whose engagement agreement has been previously provided to
Parent, there is no investment banker, broker, finder or other
_____________
Bear, Stearns & Co. – Pollution
Contingency Plan, 40 C.F.R. ss. 300.5.
Section 3.18 Opinion of Financial Advisor. Honeywell has received the
opinion of Bear, Stearns & Co. Inc., to the effect that, as of the date of
its opinion, the Exchange Ratio is fair from a financial point of
_____________
dt 106790
;
Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – on the date that the Fee or such
expenses became due, at a rate equal to the rate of interest publicly
announced by Citibank, N.A. , from time to time, in the City of New York, as
such bank's Base Rate plus 2.00%.
ARTICLE X
MISCELLANEOUS
_____________
dt 146418
;
|
BNY
As referenced in this Agreement and Plan of Merger:
Bank of New York
– 1.3 Surrender and Payment.
(a) Prior to the Effective Time, Parent shall appoint The Bank of New York
or such other exchange agent reasonably acceptable to Honeywell (the
"Exchange Agent") for the
dt 43220
;
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Full Doc
| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (297K)
Doc #2570297: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF OCTOBER 20, 2006
BY AND AMONG
INLAND RETAIL REAL ESTATE TRUST, INC.,
DEVELOPERS DIVERSIFIED REALTY CORPORATION
AND
DDR IRR ACQUISITION LLC
TABLE OF CONTENTS
PAGE
. . .
2570297
|
Honeywell Int'l
As referenced in this Agreement and Plan of Merger:
Honeywell International Inc – in order to consummate the
transaction contemplated hereby. The Company has made available to Parent a
correct and complete copy of a draft settlement and indemnity agreement by and
between Honeywell International Inc . and a subsidiary of the Company with
respect to environmental litigation regarding the Operating Property commonly
referred to as 440 Commons, Site No. 117 or the Ryerson Steel Site.
-
_____________
dt 1636194
;
DDR
As referenced in this Agreement and Plan of Merger:
DEVELOPERS DIVERSIFIED REALTY – txt
{DESCRIPTION}EX-2.1
{TEXT}
{PAGE}
EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
DATED AS OF OCTOBER 20, 2006
BY AND AMONG
INLAND RETAIL REAL ESTATE TRUST, INC.,
DEVELOPERS DIVERSIFIED REALTY CORPORATION
AND
DDR IRR ACQUISITION LLC
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE I THE MERGER
Section 1.1 THE MERGER.............................................................................. 2
Section 1.2 EFFECTIVE TIME..........................................................................
_____________
Developers Diversified Realty – MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October
20, 2006, is by and among Inland Retail Real Estate Trust, Inc., a Maryland
corporation (the "Company"), Developers Diversified Realty Corporation, an Ohio
corporation ("Parent"), and DDR IRR Acquisition LLC, a Delaware limited
liability company and a wholly owned subsidiary of Parent ("Merger Sub").
W I T N E S
_____________
Developers Diversified Realty – prepaid), and in each
case, addressed to a party at the following address for such party:
if to Parent or to Merger Sub,
to: DDR IRR Acquisition LLC
c/o Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122
with a copy to: Attention: General Counsel
Baker & Hostetler LLP
3200 National City Center
1900 E. 9th Street
Cleveland, Ohio 44114
Attention: Ronald
_____________
DEVELOPERS DIVERSIFIED REALTY – executed on its behalf as of the day and year first above written.
INLAND RETAIL REAL ESTATE TRUST, INC.
By: /s/ Barry L. Lazarus
-----------------------------------------------
Name: Barry L. Lazarus
Title: President
DEVELOPERS DIVERSIFIED REALTY CORPORATION
By: /s/ Scott A. Wolstein
-----------------------------------------------
Name: Scott A. Wolstein
Title: Chief Executive Officer
DDR IRR ACQUISITION LLC
By: /s/ Scott A. Wolstein
-----------------------------------------------
Name: Scott A. Wolstein
Title: Chief Executive
_____________
dt 1661251
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – include such opinion in the Proxy
Statement/Prospectus and the Registration Statement (each as hereinafter
defined).
- 31 -
{PAGE}
Section 3.17 BROKERS. No broker, finder or investment banker (other than
Banc of America Securities LLC and the Company Fairness Advisor, a correct and
complete copy of whose engagement agreement(s) has been made available to
Parent) is entitled to any brokerage, finder's or
_____________
dt 1688686
;
|
Houlihan Lokey
As referenced in this Agreement and Plan of Merger:
Houlihan Lokey Howard & Zukin,
Inc – or any of its subsidiaries, or (iii) any
continuing contractual liability to pay any additional purchase price for any of
the Company Properties.
Section 3.16 OPINION OF FINANCIAL ADVISOR. Houlihan Lokey Howard & Zukin,
Inc . (the "Company Fairness Advisor") has delivered to the Company Board its
opinion, dated the date of this Agreement, to the effect that, as of such date,
the Merger Consideration
_____________
dt 1651447
;
KeyCorp
As referenced in this Agreement and Plan of Merger:
KeyCorp – Time shall remain as issued and
outstanding limited liability company interest of the Surviving Entity.
Section 2.2 EXCHANGE OF CERTIFICATES.
(a) Prior to the Effective Time, Parent shall designate KeyCorp or
another agent reasonably acceptable to Parent and the Company to act as agent
(the "Paying Agent") for the payment of the Merger Consideration. At or prior to
the Effective
_____________
dt 1611352
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (297K)
Doc #2570301: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF OCTOBER 20, 2006
BY AND AMONG
INLAND RETAIL REAL ESTATE TRUST, INC.,
DEVELOPERS DIVERSIFIED REALTY CORPORATION
AND
DDR IRR ACQUISITION LLC
TABLE OF CONTENTS
PAGE
. . .
2570301
|
Honeywell Int'l
As referenced in this Agreement and Plan of Merger:
Honeywell International Inc – in order to consummate the
transaction contemplated hereby. The Company has made available to Parent a
correct and complete copy of a draft settlement and indemnity agreement by and
between Honeywell International Inc . and a subsidiary of the Company with
respect to environmental litigation regarding the Operating Property commonly
referred to as 440 Commons, Site No. 117 or the Ryerson Steel Site.
-
_____________
dt 1636195
;
DDR
As referenced in this Agreement and Plan of Merger:
DEVELOPERS DIVERSIFIED REALTY – txt
{DESCRIPTION}EX-2.1
{TEXT}
{PAGE}
EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
DATED AS OF OCTOBER 20, 2006
BY AND AMONG
INLAND RETAIL REAL ESTATE TRUST, INC.,
DEVELOPERS DIVERSIFIED REALTY CORPORATION
AND
DDR IRR ACQUISITION LLC
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE I THE MERGER
Section 1.1 THE MERGER.............................................................................. 2
Section 1.2 EFFECTIVE TIME..........................................................................
_____________
Developers Diversified Realty – MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October
20, 2006, is by and among Inland Retail Real Estate Trust, Inc., a Maryland
corporation (the "Company"), Developers Diversified Realty Corporation, an Ohio
corporation ("Parent"), and DDR IRR Acquisition LLC, a Delaware limited
liability company and a wholly owned subsidiary of Parent ("Merger Sub").
W I T N E S
_____________
Developers Diversified Realty – prepaid), and in each
case, addressed to a party at the following address for such party:
if to Parent or to Merger Sub,
to: DDR IRR Acquisition LLC
c/o Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122
with a copy to: Attention: General Counsel
Baker & Hostetler LLP
3200 National City Center
1900 E. 9th Street
Cleveland, Ohio 44114
Attention: Ronald
_____________
DEVELOPERS DIVERSIFIED REALTY – executed on its behalf as of the day and year first above written.
INLAND RETAIL REAL ESTATE TRUST, INC.
By: /s/ Barry L. Lazarus
-----------------------------------------------
Name: Barry L. Lazarus
Title: President
DEVELOPERS DIVERSIFIED REALTY CORPORATION
By: /s/ Scott A. Wolstein
-----------------------------------------------
Name: Scott A. Wolstein
Title: Chief Executive Officer
DDR IRR ACQUISITION LLC
By: /s/ Scott A. Wolstein
-----------------------------------------------
Name: Scott A. Wolstein
Title: Chief Executive
_____________
dt 1661252
;
|
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – include such opinion in the Proxy
Statement/Prospectus and the Registration Statement (each as hereinafter
defined).
- 31 -
{PAGE}
Section 3.17 BROKERS. No broker, finder or investment banker (other than
Banc of America Securities LLC and the Company Fairness Advisor, a correct and
complete copy of whose engagement agreement(s) has been made available to
Parent) is entitled to any brokerage, finder's or
_____________
dt 1688687
;
Houlihan Lokey
As referenced in this Agreement and Plan of Merger:
Houlihan Lokey Howard & Zukin,
Inc – or any of its subsidiaries, or (iii) any
continuing contractual liability to pay any additional purchase price for any of
the Company Properties.
Section 3.16 OPINION OF FINANCIAL ADVISOR. Houlihan Lokey Howard & Zukin,
Inc . (the "Company Fairness Advisor") has delivered to the Company Board its
opinion, dated the date of this Agreement, to the effect that, as of such date,
the Merger Consideration
_____________
dt 1651448
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (297K)
Doc #2570517: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF OCTOBER 20, 2006
BY AND AMONG
INLAND RETAIL REAL ESTATE TRUST, INC.,
DEVELOPERS DIVERSIFIED REALTY CORPORATION
AND
DDR IRR ACQUISITION LLC
TABLE OF CONTENTS
PAGE
. . .
2570517
|
Honeywell Int'l
As referenced in this Agreement and Plan of Merger:
Honeywell International Inc – in order to consummate the
transaction contemplated hereby. The Company has made available to Parent a
correct and complete copy of a draft settlement and indemnity agreement by and
between Honeywell International Inc . and a subsidiary of the Company with
respect to environmental litigation regarding the Operating Property commonly
referred to as 440 Commons, Site No. 117 or the Ryerson Steel Site.
-
_____________
dt 1636196
;
DDR
As referenced in this Agreement and Plan of Merger:
DEVELOPERS DIVERSIFIED REALTY – txt
{DESCRIPTION}EX-2.1
{TEXT}
{PAGE}
EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
DATED AS OF OCTOBER 20, 2006
BY AND AMONG
INLAND RETAIL REAL ESTATE TRUST, INC.,
DEVELOPERS DIVERSIFIED REALTY CORPORATION
AND
DDR IRR ACQUISITION LLC
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE I THE MERGER
Section 1.1 THE MERGER.............................................................................. 2
Section 1.2 EFFECTIVE TIME..........................................................................
_____________
Developers Diversified Realty – MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of October
20, 2006, is by and among Inland Retail Real Estate Trust, Inc., a Maryland
corporation (the "Company"), Developers Diversified Realty Corporation, an Ohio
corporation ("Parent"), and DDR IRR Acquisition LLC, a Delaware limited
liability company and a wholly owned subsidiary of Parent ("Merger Sub").
W I T N E S
_____________
Developers Diversified Realty – prepaid), and in each
case, addressed to a party at the following address for such party:
if to Parent or to Merger Sub,
to: DDR IRR Acquisition LLC
c/o Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122
with a copy to: Attention: General Counsel
Baker & Hostetler LLP
3200 National City Center
1900 E. 9th Street
Cleveland, Ohio 44114
Attention: Ronald
_____________
DEVELOPERS DIVERSIFIED REALTY – executed on its behalf as of the day and year first above written.
INLAND RETAIL REAL ESTATE TRUST, INC.
By: /s/ Barry L. Lazarus
-----------------------------------------------
Name: Barry L. Lazarus
Title: President
DEVELOPERS DIVERSIFIED REALTY CORPORATION
By: /s/ Scott A. Wolstein
-----------------------------------------------
Name: Scott A. Wolstein
Title: Chief Executive Officer
DDR IRR ACQUISITION LLC
By: /s/ Scott A. Wolstein
-----------------------------------------------
Name: Scott A. Wolstein
Title: Chief Executive
_____________
dt 1661253
;
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – include such opinion in the Proxy
Statement/Prospectus and the Registration Statement (each as hereinafter
defined).
- 31 -
{PAGE}
Section 3.17 BROKERS. No broker, finder or investment banker (other than
Banc of America Securities LLC and the Company Fairness Advisor, a correct and
complete copy of whose engagement agreement(s) has been made available to
Parent) is entitled to any brokerage, finder's or
_____________
dt 1688688
;
|
Houlihan Lokey
As referenced in this Agreement and Plan of Merger:
Houlihan Lokey Howard & Zukin,
Inc – or any of its subsidiaries, or (iii) any
continuing contractual liability to pay any additional purchase price for any of
the Company Properties.
Section 3.16 OPINION OF FINANCIAL ADVISOR. Houlihan Lokey Howard & Zukin,
Inc . (the "Company Fairness Advisor") has delivered to the Company Board its
opinion, dated the date of this Agreement, to the effect that, as of such date,
the Merger Consideration
_____________
dt 1651449
;
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (287K)
Doc #2629608: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF OCTOBER 20, 2006
BY AND AMONG
INLAND RETAIL REAL ESTATE TRUST, INC.,
DEVELOPERS DIVERSIFIED REALTY CORPORATION
AND
DDR IRR ACQUISITION LLC
TABLE OF CONTENTS
Page
ARTICLE I
THE MERGER
Section 1.1
THE MERGER
2
Section 1.2
EFFECTIVE TIME
. . .
2629608
|
Honeywell Int'l
As referenced in this Agreement and Plan of Merger:
Honeywell International Inc – in order to consummate the transaction contemplated hereby. The Company has made available to Parent a correct and complete copy of a draft settlement and indemnity agreement by and between Honeywell International Inc . and a subsidiary of the Company with respect to environmental litigation regarding the Operating Property commonly referred to as 440 Commons, Site No. 117 or the Ryerson Steel Site.
_____________
dt 1636200
;
DDR
As referenced in this Agreement and Plan of Merger:
DEVELOPERS DIVERSIFIED REALTY – 1 2 a06-22497_1ex2d1.htm EX-2
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
DATED AS OF OCTOBER 20, 2006
BY AND AMONG
INLAND RETAIL REAL ESTATE TRUST, INC.,
DEVELOPERS DIVERSIFIED REALTY CORPORATION
AND
DDR IRR ACQUISITION LLC
TABLE OF CONTENTS
Page
ARTICLE I
THE MERGER
Section 1.1
THE MERGER
2
Section 1.2
EFFECTIVE TIME
2
Section 1.3
CLOSING
_____________
Developers Diversified Realty – MERGER
THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of October 20, 2006, is by and among Inland Retail Real Estate Trust, Inc., a Maryland corporation (the Company), Developers Diversified Realty Corporation, an Ohio corporation (Parent), and DDR IRR Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub).
W I T N E S
_____________
Developers Diversified Realty – prepaid), and in each case, addressed to a party at the following address for such party:
if to Parent or to Merger Sub,
to:
DDR IRR Acquisition LLC
c/o Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122
Attention: General Counsel
with a copy to:
Baker & Hostetler LLP
3200 National City Center
1900 E. 9th Street
Cleveland, Ohio 44114
Attention:
_____________
DEVELOPERS DIVERSIFIED REALTY – executed on its behalf as of the day and year first above written.
INLAND RETAIL REAL ESTATE TRUST, INC.
By:
/s/ Barry L. Lazarus
Name:
Barry L. Lazarus
Title:
President
DEVELOPERS DIVERSIFIED REALTY CORPORATION
By:
/s/ Scott A. Wolstein
Name:
Scott A. Wolstein
Title:
Chief Executive Officer
DDR IRR ACQUISITION LLC
By:
/s/ Scott A. Wolstein
Name:
Scott A. Wolstein
Title:
Chief Executive
_____________
dt 1661255
;
|
BofA Securities
As referenced in this Agreement and Plan of Merger:
Banc of America Securities LLC – to include such opinion in the Proxy Statement/Prospectus and the Registration Statement (each as hereinafter defined).
31
Section 3.17 BROKERS. No broker, finder or investment banker (other than Banc of America Securities LLC and the Company Fairness Advisor, a correct and complete copy of whose engagement agreement(s) has been made available to Parent) is entitled to any brokerage, finders or other
_____________
dt 1689157
;
KeyCorp
As referenced in this Agreement and Plan of Merger:
KeyCorp – Time shall remain as issued and outstanding limited liability company interest of the Surviving Entity.
Section 2.2 EXCHANGE OF CERTIFICATES.
(a) Prior to the Effective Time, Parent shall designate KeyCorp or another agent reasonably acceptable to Parent and the Company to act as agent (the Paying Agent) for the payment of the Merger Consideration. At or prior to the Effective
_____________
dt 1611361
;
 Duane Morris
As referenced in this Agreement and Plan of Merger:
Duane Morris – VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), at the offices of Duane Morris LLP Chicago, Illinois; or (b) at such other time, date or place as agreed to in writing by the parties hereto (such date and time on and at which
_____________
Duane Morris – 44114
Attention: Ronald A. Stepanovic
if to the Company, to:
Inland Retail Real Estate Trust, Inc.
2901 Butterfield Road
Oak Brook, Illinois
Attention: Barry L. Lazarus
with a copy to:
Duane Morris LLP
227 West Monroe Street
Suite 3400
67
Chicago, Illinois 60606
Attention: David J. Kaufman
or to such other address as the Person to whom notice is given may
_____________
dt 1656138
|
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| 2002 |
Asset and Share Purchase Agreement
Asset and Share Purchase Agreement (169K)
Doc #1153652: Click preview link for longer preview.
ASSET AND SHARE PURCHASE AGREEMENT
by and between
BENCHMARK ELECTRONICS, INC.
and
ACT MANUFACTURING, INC.,
ACT MANUFACTURING SECURITIES CORP.,
ACT MANUFACTURING U.S. HOLDINGS, LLC,
and
CMC INDUSTRIES, INC.
Dated as of July 2, . . .
1153652
|
Honeywell Int'l
As referenced in this Asset and Share Purchase Agreement:
Honeywell
International, Inc – exchange.
"GUARANTOR" has the meaning set forth in the preamble.
4
<Page>
"HONEYWELL SETTLEMENT AGREEMENT" means the Honeywell Settlement
Agreement and Release among ACT-Thailand, the Company and Honeywell
International, Inc . dated April 8, 2002.
"HSR ACT" means the Hart- Scott- Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations thereunder.
"INDEBTEDNESS" of any Person means
_____________
dt 1559482
;
ACT Mfg.
As referenced in this Asset and Share Purchase Agreement:
ACT MANUFACTURING, INC. – a2083982zex-2_1.txt
<DESCRIPTION>EXHIBIT 2.1
<TEXT>
<Page>
EXHIBIT 2.1
================================================================================
ASSET AND SHARE PURCHASE AGREEMENT
by and between
BENCHMARK ELECTRONICS, INC.
and
ACT MANUFACTURING, INC. ,
ACT MANUFACTURING SECURITIES CORP.,
ACT MANUFACTURING U.S. HOLDINGS, LLC,
and
CMC INDUSTRIES, INC.
Dated as of July 2, 2002
================================================================================
<Page>
TABLE OF CONTENTS
<Table>
&
_____________
ACT Manufacturing, Inc. – ASSET AND SHARE PURCHASE AGREEMENT
ASSET AND SHARE PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July
2, 2002, by and between Benchmark Electronics, Inc., a Texas corporation (the
"PURCHASER"), and ACT Manufacturing, Inc. , a Massachusetts corporation (the
"COMPANY"), ACT Manufacturing Securities Corp., a Massachusetts corporation
("ACT SECURITIES"), ACT Manufacturing U.S. Holdings, LLC, a Delaware limited
liability company "ACT LLC"), and CMC
_____________
ACT Manufacturing, Inc. – two (2) Business Days following deposit within the continental United States
with a nationally recognized overnight courier service, in each case addressed
as follows:
(a) if to the Sellers, to:
ACT Manufacturing, Inc.
2 Cabot Road
Hudson, Massachusetts 01749
Attention: John A. Pino
Tel.: (978) 567-4000
Fax: (978) 567-4099
with a copy (which shall not constitute notice) to:
Testa, Hurwitz &
_____________
ACT MANUFACTURING, INC. – by its officers thereunto duly authorized, all as of the day and year
first above written.
BENCHMARK ELECTRONICS, INC.
By: /s/ CARY T. FU
---------------------------------
Name: Cary T. Fu
Title: President
ACT MANUFACTURING, INC.
By: /s/ JOHN A. PINO
---------------------------------
Name: John A. Pino
Title: Chief Executive Officer
ACT MANUFACTURING SECURITIES CORP.
By: /s/ JOHN A. PINO
---------------------------------
Name: John A. Pino
Title: Chief Executive
_____________
ACT Manufacturing, Inc. – John A. Pino
Title: Chief Executive Officer
41
<Page>
EXHIBIT A
FORM OF BILL OF SALE
Pursuant to the entry of the appropriate order by the Bankruptcy Court,
ACT Manufacturing, Inc. , a Massachusetts corporation, ACT Manufacturing
Securities Corp., a Massachusetts corporation, ACT Manufacturing U.S. Holdings,
LLC, a Delaware limited liability company and CMC Industries Inc., a Delaware
corporation (collectively,
_____________
dt 1458654
;
Benchmark
As referenced in this Asset and Share Purchase Agreement:
BENCHMARK ELECTRONICS, INC. – 3
<FILENAME>a2083982zex-2_1.txt
<DESCRIPTION>EXHIBIT 2.1
<TEXT>
<Page>
EXHIBIT 2.1
================================================================================
ASSET AND SHARE PURCHASE AGREEMENT
by and between
BENCHMARK ELECTRONICS, INC.
and
ACT MANUFACTURING, INC.,
ACT MANUFACTURING SECURITIES CORP.,
ACT MANUFACTURING U.S. HOLDINGS, LLC,
and
CMC INDUSTRIES, INC.
Dated as of July 2, 2002
================================================================================
<Page>
TABLE OF
_____________
Benchmark Electronics, Inc. – 21, 2001
</Table>
(iv)
<Page>
ASSET AND SHARE PURCHASE AGREEMENT
ASSET AND SHARE PURCHASE AGREEMENT (this "AGREEMENT"), dated as of July
2, 2002, by and between Benchmark Electronics, Inc. , a Texas corporation (the
"PURCHASER"), and ACT Manufacturing, Inc., a Massachusetts corporation (the
"COMPANY"), ACT Manufacturing Securities Corp., a Massachusetts corporation
("ACT SECURITIES"), ACT Manufacturing U.S. Holdings, LLC,
_____________
Benchmark Electronics, Inc. – Popeo PC
One Financial Center
Boston, Massachusetts 02111
Attention: Richard E. Mikels, Esq.
Tel.: (617) 542-6000
Fax: (617) 542-2241
(b) if to the Purchaser or the Guarantor, to:
Benchmark Electronics, Inc.
3000 Technology Drive
Angleton, Texas 77515
Attention: Anh Tran, Corporate Counsel
Tel.: (979) 848-5247
Fax: (979) 848-5225
with a copy (which shall not constitute notice) to:
Foley
_____________
BENCHMARK ELECTRONICS, INC. – IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed by its officers thereunto duly authorized, all as of the day and year
first above written.
BENCHMARK ELECTRONICS, INC.
By: /s/ CARY T. FU
---------------------------------
Name: Cary T. Fu
Title: President
ACT MANUFACTURING, INC.
By: /s/ JOHN A. PINO
---------------------------------
Name: John A. Pino
Title: Chief Executive Officer
ACT MANUFACTURING
_____________
Benchmark Electronics, Inc. – collectively, the "Sellers"), and pursuant to the Asset and Share
Purchase Agreement dated as of June 11, 2002 (the "Asset and Share Purchase
Agreement") by and between the Sellers and Benchmark Electronics, Inc. , a Texas
corporation (the "Purchaser"), the Sellers, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, do hereby sell,
transfer, convey, assign and deliver
_____________
dt 1463178
;
|
Chase Manhattan
As referenced in this Asset and Share Purchase Agreement:
Chase
Manhattan Bank, – the Credit Agreement dated as of June 29, 2000,
as amended, among the Company, as Parent Borrower, Credit Suisse First Boston,
as Syndication Agent, Societe General, as Documentation Agent, The Chase
Manhattan Bank, as Administrative Agent, and the several Lenders from time to
time parties thereto, as the same is in effect from time to time.
"DEPOSIT" has the meaning set forth
_____________
dt 1426466
;
Foley Hoag
As referenced in this Asset and Share Purchase Agreement:
Foley Hoag – Electronics, Inc.
3000 Technology Drive
Angleton, Texas 77515
Attention: Anh Tran, Corporate Counsel
Tel.: (979) 848-5247
Fax: (979) 848-5225
with a copy (which shall not constitute notice) to:
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02210-2600
Attention: Edward N. Gadsby, Jr.
Tel.: 617-832-1123
Fax: 617-832-7000
or to such other Person or address as
_____________
dt 1383286
;
Testa Hurwitz
As referenced in this Asset and Share Purchase Agreement:
Testa, Hurwitz – purchase and sale of the Acquired Assets, the
Assumed Contracts and the Purchased Shares (the "CLOSING") will be at 10:00 A.M.
Eastern Daylight Time at the offices of Testa, Hurwitz & Thibeault, LLP, 125
High Street Boston, Massachusetts 02110, or at such other location agreed to by
the Purchaser and the Company in writing, on the second Business Day
_____________
Testa, Hurwitz – ACT Manufacturing, Inc.
2 Cabot Road
Hudson, Massachusetts 01749
Attention: John A. Pino
Tel.: (978) 567-4000
Fax: (978) 567-4099
with a copy (which shall not constitute notice) to:
Testa, Hurwitz & Thibeault, LLP
125 High Street
38
<Page>
Boston, Massachusetts 02110
Attention: John A. Meltaus, Esq.
Tel.: (617) 248-7000
Fax: (617) 248-7100
with a further
_____________
dt 1360977
|
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| 2002 |
Asset Purchase Agreement
Asset Purchase Agreement (256K)
Doc #215715: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
between
Ultrak, Inc.
and
Honeywell International Inc.
dated as of August 8, 2002
{PAGE}
SCHEDULES
Schedule A Seller Entities
Schedule B Digital Video Products
Schedule C Shared Video Intellectual Property
Schedule 2.1(k) Transferred Leases
Schedule 2.2(o) Excluded Contracts
Schedule 2.2(q) Additional Excluded Assets
Schedule 3.2(l) Sale Contracts
Schedule 4.1(f) Ultrak Insiders
Schedule 4.1(g) Subsidiaries
Schedule 4.2(a), (b) Conflicts, etc.
Schedule 4.4(a) Financial Statements
Schedule 4.5 Undisclosed Liabilities
Schedule 4.6 Absence of Changes
Schedule 4.7(a) Orders, etc.
Schedule 4.7(b) Permits
Schedule 4.7(c) Proceedings
Schedule 4.7(d) Permits Exceptions
Schedule 4.8 Litigation
Schedule 4.9(a) Leased Real Property
Schedule 4.9(d) Lease Exceptions
Schedule 4.10(a) Contracts
Schedule 4.10(c) Defaults Under Contracts
Schedule 4.10(e) Contracts Exceptions
Schedule 4.11(a)(i) Transferred Intellectual Property
Schedule 4.11(a)(ii) Shared Intellectual Property
Schedule 4.11(b) IP License Agreements
Schedule 4.11(c) Nonexclusive Third Party License Agreements
Schedule 4.11(e) Intellectual Property Exceptions
Schedule 4.12 Taxes
Schedule 4.13(a) U.S. Employees
Schedule 4.13(b) U.S. Labor
Schedule 4.14(a) Non-U.S. Employees
Schedule 4.14(d) Non-U.S. Employee Contracts
Schedule 4.14(e) Non-U.S. Employee Employment Term Amendments
Schedule 4.14(g) Non-U.S. Employee Change of Control Provisions
Schedule 4.14(j) Non-U.S. Labor
Schedule 4.14(m) Non-U.S. Plans
Schedule 4.14(n) Non-U.S. Plan Documents
Schedule 4.14(p) Non-U.S. Plan Actuarial Valuation
Schedule 4.14(t) Non-U.S. Plan Contributions
Schedule 4.14(u) Non-U.S. Employee Termination and Severance Payments
Schedule 4.15 Environmental Matters
Schedule 4.16 Suppliers and Customers
Schedule 4.18(c) Affiliated Transactions
Schedule 4.21 Product Liability and Warranties
Schedule 4.22 Insurance
Schedule 4.23 Equity and Debt Interests
Schedule 4.25 Brokers
Schedule 4.29 Fixed Assets
Schedule 6.1 Conduct of Business
Schedule 6.14 Purchase Price Allocation
Schedule 6.16(a) Transferred U.S. Employees
Schedule 7.3(l) Consents
Schedule 9.5(b) Real Property and Personal Property Liens
EXHIBITS
Exhibit A Transition Services Agreement
Exhibit B CCTV Products Supply Agreement
Exhibit C Lewisville Headquarters Sublease
Exhibit D Trademark and Copyright License Agreement
Exhibit E Shared IP License Agreement
Exhibit F Access Control Products Supply Agreement
Exhibit G-1 Products
Exhibit G-2 Manufactured Products
{PAGE}
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, dated as of August 8, 2002, between
Ultrak, Inc., a Delaware corporation ("Ultrak," and together with the
entities listed on Schedule A hereto, the "Sellers"), and Honeywell
International Inc., a Delaware corporation (the "Purchaser").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Sellers are engaged as of the date hereof in the business
of designing, manufacturing, marketing, selling, distributing and providing
after-sale service of closed circuit television equipment and systems
including, without limitation, (1) analog video products, (2) digital video
products, including the digital imagery transmission and related software
systems listed on Schedule B and excluding the items listed on Schedule C
which shall be subject to the Shared IP License Agreement (as defined in
Section 7.3(q) below), (3) cameras, domes and telemetry, (4) video
management and transmission, (5) monitors and (6) public address systems
and equipment (collectively, the "CCTV Business"). As used herein,
"Business" shall mean (x) in the United States, the CCTV Business and (y)
all of the business activities conducted in each of the Non-U.S.
Jurisdictions (as defined in Section 1.2(d) below), as of the date hereof
by the Subsidiaries listed on the signature pages hereto (the "Seller
Subsidiaries").
WHEREAS, the parties agree that Sellers may engage in the Excluded
Businesses from and after the Closing.
WHEREAS, the Sellers wish to sell the Purchased Assets and Purchaser
wishes to purchase the Purchased Assets on the terms and conditions and for
the consideration described in this Agreement (all defined terms in this
Agreement having the meanings indicated in Article X);
WHEREAS, the Sellers wish to assign and the Purchaser wishes to assume
the Assumed Liabilities on the terms and conditions and for the
consideration described in this Agreement;
WHEREAS, simultaneously with the execution of this Agreement, Victoria
and Eagle Strategic Fund, Niklaus F. Zenger and George K. Broady are
entering into an agreement with the Purchaser (the "Voting Agreement"),
pursuant to which such holders have made certain agreements with respect to
the Ultrak common and preferred stock held by them;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties made herein and of the mutual benefits to be
derived herefrom, the parties hereto agree as follows:
ARTICLE I
SALE AND PURCHASE
1.1 Sale and Purchase of the Purchased Assets.
-----------------------------------------
(a) Subject to the terms and conditions of this Agreement, at the
Closing, the Sellers will sell, and the Purchaser will purchase, all of the
Purchased Assets for an aggregate purchase price of $36,000,000 (the
"Purchase Price"), (i) $30,600,000 of which will be payable in cash at the
Closing (the "Initial Purchase Price"), and (ii) $5,400,000 (the "Deferred
Purchase Price") of which will be payable in cash in three equal
disbursements of $1,800,000 each, plus interest accrued thereon since the
Closing Date at the Base Rate (as defined in Section 1.3(d) below), with
the first disbursement to occur on the date that is 6 months following the
Closing Date, the second disbursement to occur on the date that is 12
months following the Closing Date and the final disbursement to occur on
the date that is 18 months following the Closing Date; provided, however,
that the first two disbursements of the Deferred Purchase Price shall be
subject to reduction (without duplication) in amounts equal to (i) any
Closing Deficit (as defined in Section 1.3(d) below), (ii) any Losses (as
defined in Section 8.2 below) actually incurred by the Purchaser not
related to third party claims for which the Purchaser is entitled to
indemnification pursuant to Section 8.2, it being understood that any
amounts not disbursed by the Purchaser for Losses incurred pursuant to this
clause (ii), if related to a claim made pursuant to Section 8.2(b), must be
in excess of any remaining Deductible (as defined in Section 8.4) and (iii)
any amount related to claims made by third parties against the Purchaser or
its Affiliates for which they are entitled to indemnification pursuant to
Section 8.2. The third and final disbursement of the Deferred Purchase
Price shall be subject to reduction in amounts described in clauses (i)
through (iii) above, as well as for amounts equal to any good faith claims
made by the Purchaser against the Sellers for indemnification pursuant to
Article VIII that remain unresolved at the time of such disbursement
("Unresolved Claims"). Notwithstanding the foregoing, the parties hereto
agree that once the aggregate amount of the Purchaser's Losses incurred
pursuant to Section 8.2(b) has reached the Deductible, the Deferred
Purchase Price shall be subject to reduction in all amounts described in
clauses (ii) and (iii) above. No interest shall accrue or be paid to
Sellers with respect to any portion of the Deferred Purchase Price not
disbursed to Sellers pursuant to clauses (i), (ii) or (iii) above. In the
event of a dispute between the Sellers and the Purchaser in connection with
any scheduled disbursement of the Deferred Purchase Price, the parties
shall resolve such dispute pursuant to Section 9.13 hereof. Any amounts for
Unresolved Claims that are resolved in favor of Sellers following the final
disbursement of the Deferred Purchase Price shall be promptly paid to
Sellers plus interest accrued thereon since the Closing Date computed using
the Base Rate upon resolution of such Unresolved Claims. The Purchase Price
shall be subject to adjustment as hereinafter provided in Section 1.3.
(b) Section 1.1(a) notwithstanding, at any time prior to thirty (30)
days after the date hereof (the "Escrow Election Date"), Sellers may elect,
at their sole discretion, to cause Purchaser to pay the Deferred Purchase
Price to a third party escrow agent (the "Escrow Agent") to be mutually
selected by Sellers and Purchaser (the "Escrow Election"). The Escrow
Election may be made by delivery of written notice to Purchaser at any time
prior to the Escrow Election Date. Upon delivery of such written notice,
Sellers and Purchaser shall negotiate in good faith with each other and the
Escrow Agent to agree upon an interest-bearing escrow agreement (the
"Escrow Agreement") to be executed and delivered at the Closing consistent
with the provisions of Section 1.1(a) above and otherwise satisfactory to
Sellers, Purchaser and the Escrow Agent. If Sellers make the Escrow
Election, interest on the Deferred Purchase Price shall accrue and be paid
solely in accordance with the terms of the Escrow Agreement.
1.2 Closing.
-------
(a) The closing of the transactions contemplated under this Agreement
(the "Closing") will take place at the offices of Gardere Wynne Sewell LLP,
1601 Elm Street, Suite 3000, Dallas, Texas 75201 at 10:00 A.M., local
Dallas time, on the fifth business day after all conditions to the
obligations of Purchaser and Sellers under Article VII of this Agreement
shall have been satisfied or waived, or at such other place and on such
other date and time as the parties may agree to in writing (the "Closing
Date");
(b) At the Closing, the Sellers will convey, transfer, assign and
deliver to the Purchaser, free and clear of all Liens, all of Sellers'
right, title and interest in and to the Purchased Assets, accompanied by
any necessary bills of sale, assignment agreements or other instruments of
transfer reasonably requested by the Purchaser; and
(c) At the Closing, the Purchaser will (i) pay the Initial Purchase
Price to the Sellers by wire transfer of immediately available funds to a
previously designated account of the Sellers and (ii) assume the Assumed
215715
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Honeywell Int'l
As referenced in this Asset Purchase Agreement:
honeywell international – asset.txt
{DESCRIPTION}ASSET.TXT
{TEXT}
Exhibit 4
ASSET PURCHASE AGREEMENT
between
Ultrak, Inc.
and
Honeywell International Inc.
dated as of August 8, 2002
{PAGE}
SCHEDULES
Schedule A Seller Entities
Schedule B
honeywell
international – corporation ("Ultrak," and together with the
entities listed on Schedule A hereto, the "Sellers"), and Honeywell
International Inc., a Delaware corporation (the "Purchaser").
W I T N E S S E T
honeywell international – 75201-4761
Attention: Richard L. Waggoner, Esq.
Facsimile: (214) 999-3510
if to the Purchaser:
Honeywell International Inc.
Automation & Control Solutions
MN10-2500
1985 Douglas Drive North
Golden Valley, MN 55422
Attention:
honeywell international – Counsel
Telephone: (612) 951-1000
Facsimile: (763) 954-5558
with a copy to each of:
Honeywell International Inc.
101 Columbia Road
P.O. Box 1219
Morristown, NJ 07962-1219
Attention: Senior Vice
honeywell international – ULTRAK (UK) LIMITED
By: /s/ Jan Beetson
----------------------------------------
Name: Jan Beetson
Title: Managing Director
{PAGE}
PURCHASER:
HONEYWELL INTERNATIONAL INC.
By: /s/ Daniel K. Clift
----------------------------------------
Name: Daniel K. Clift
Title: Corporate Development
{/TEXT}
{/DOCUMENT}
dt 15031
;
Fried Frank
As referenced in this Asset Purchase Agreement:
Fried, Frank – Attention: Senior Vice President, Chief Counsel
Telephone: (973) 455-2000
Facsimile: (973) 455-4217
and
Fried, Frank , Harris, Shriver & Jacobson
350 S. Grand Avenue, 32nd Floor
Los Angeles, CA 90071
Attention:
dt 36703
;
|
Gardere Wynne
As referenced in this Asset Purchase Agreement:
Gardere Wynne – the transactions contemplated under this Agreement
(the "Closing") will take place at the offices of Gardere Wynne Sewell LLP,
1601 Elm Street, Suite 3000, Dallas, Texas 75201 at 10:00 A.
Gardere Wynne – Drive
Lewisville, Texas 75057
Attention: General Counsel
Facsimile: (972) 353-6654
with a copy to:
Gardere Wynne Sewell LLP
1601 Elm Street, Suite 3000
Dallas, Texas 75201-4761
Attention: Richard L.
dt 36808
;
Ultrak, Inc.
|
Preview
Full Doc
| 2001 |
Asset Purchase Agreement
Asset Purchase Agreement (227K)
Doc #1432537: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
relating to the
HONEYWELL TCAS BUSINESS
by and among
HONEYWELL INC.,
L-3 COMMUNICATIONS CORPORATION
and,
solely in respect of the guaranty in article xiv,
HONEYWELL INTERNATIONAL INC.
dated as of February 10, 2000
------------------------------------------ . . .
1432537
|
Honeywell Int'l
As referenced in this Asset Purchase Agreement:
HONEYWELL INTERNATIONAL INC – EXECUTION COPY
--------------------------------------------------------------------------------
ASSET PURCHASE AGREEMENT
relating to the
HONEYWELL TCAS BUSINESS
by and among
HONEYWELL INC.,
L-3 COMMUNICATIONS CORPORATION
and,
solely in respect of the guaranty in article xiv,
HONEYWELL INTERNATIONAL INC .
dated as of February 10, 2000
--------------------------------------------------------------------------------
<PAGE>
TCAS Asset Purchase Agreement
TABLE OF CONTENTS
ARTICLE I DEFINITIONS.......................................1
Section 1.1. Acquisition Agreements............................1
Section 1.2.
_____________
Honeywell International
Inc – 10th day
of February, 2000, by and between, Honeywell Inc. ("Seller"), a Delaware
corporation, and L-3 Communications Corporation ("Buyer"), a Delaware
corporation, and, solely for purposes of Article XIV, Honeywell International
Inc . ("Parent"), a Delaware corporation.
W I T N E S S E T H:
WHEREAS, Buyer wishes to purchase or acquire from Seller, and Seller wishes
to sell to
_____________
Honeywell International Inc – arrangement under Section
401(k) of the Code. The transfer of assets from Seller's Savings Plan shall be
made in cash, promissory notes representing participant loans and shares of
Honeywell International Inc . common stock. Without limiting the generality of
the foregoing, Buyer agrees to accept the transfer of such accounts in Honeywell
International Inc. common stock to the extent invested in
_____________
Honeywell
International Inc – promissory notes representing participant loans and shares of
Honeywell International Inc. common stock. Without limiting the generality of
the foregoing, Buyer agrees to accept the transfer of such accounts in Honeywell
International Inc . common stock to the extent invested in Honeywell
International Inc. common stock, and, to the extent permitted by law for such
reasonable period of time, not to exceed six
_____________
Honeywell
International Inc – Inc. common stock. Without limiting the generality of
the foregoing, Buyer agrees to accept the transfer of such accounts in Honeywell
International Inc. common stock to the extent invested in Honeywell
International Inc . common stock, and, to the extent permitted by law for such
reasonable period of time, not to exceed six months, to provide Transferred
Employees with an election to retain
_____________
dt 1684439
;
| |
Preview
Full Doc
| 2002 |
Asset Purchase Agreement
Asset Purchase Agreement (256K)
Doc #1514779: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
between
Ultrak, Inc.
and
Honeywell International Inc.
dated as of August 8, 2002
<PAGE>
SCHEDULES
Schedule A Seller Entities
Schedule B Digital Video Products
Schedule C Shared Video Intellectual Property
Schedule 2.1(k) Transferred Leases
Schedule 2.2(o) Excluded . . .
1514779
|
Honeywell Int'l
As referenced in this Asset Purchase Agreement:
Honeywell International Inc – gt;EX-99.4
<SEQUENCE>6
<FILENAME>asset.txt
<DESCRIPTION>ASSET.TXT
<TEXT>
Exhibit 4
ASSET PURCHASE AGREEMENT
between
Ultrak, Inc.
and
Honeywell International Inc .
dated as of August 8, 2002
<PAGE>
SCHEDULES
Schedule A Seller Entities
Schedule B Digital Video Products
Schedule C Shared Video Intellectual Property
Schedule 2.1(k)
_____________
Honeywell
International Inc – AGREEMENT
ASSET PURCHASE AGREEMENT, dated as of August 8, 2002, between
Ultrak, Inc., a Delaware corporation ("Ultrak," and together with the
entities listed on Schedule A hereto, the "Sellers"), and Honeywell
International Inc ., a Delaware corporation (the "Purchaser").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Sellers are engaged as of the date hereof in the business
of
_____________
Honeywell International Inc – with a copy to:
Gardere Wynne Sewell LLP
1601 Elm Street, Suite 3000
Dallas, Texas 75201-4761
Attention: Richard L. Waggoner, Esq.
Facsimile: (214) 999-3510
if to the Purchaser:
Honeywell International Inc .
Automation & Control Solutions
MN10-2500
1985 Douglas Drive North
Golden Valley, MN 55422
Attention: Vice President and General Counsel
Telephone: (612) 951-1000
Facsimile: (763) 954-5558
with
_____________
Honeywell International Inc – MN10-2500
1985 Douglas Drive North
Golden Valley, MN 55422
Attention: Vice President and General Counsel
Telephone: (612) 951-1000
Facsimile: (763) 954-5558
with a copy to each of:
Honeywell International Inc .
101 Columbia Road
P.O. Box 1219
Morristown, NJ 07962-1219
Attention: Senior Vice President, Chief Counsel
Telephone: (973) 455-2000
Facsimile: (973) 455-4217
and
Fried, Frank, Harris,
_____________
HONEYWELL INTERNATIONAL INC – Director
ULTRAK HOLDINGS LIMITED
By: /s/ Chris Sharng
----------------------------------------
Name: Chris Sharng
Title: CFO
ULTRAK (UK) LIMITED
By: /s/ Jan Beetson
----------------------------------------
Name: Jan Beetson
Title: Managing Director
<PAGE>
PURCHASER:
HONEYWELL INTERNATIONAL INC .
By: /s/ Daniel K. Clift
----------------------------------------
Name: Daniel K. Clift
Title: Corporate Development
</TEXT>
</DOCUMENT>
|