Preview
Full Doc
 | 2000 |
364-Day Bank Credit Agreement [Amended and Restated]
364-Day Bank Credit Agreement [Amended and Restated] (193K)
Doc #215234: Click preview link for longer preview.
AMENDED AND RESTATED
364-DAY
BANK CREDIT AGREEMENT
among
THE BOEING COMPANY
and the Subsidiaries which are or shall become party hereto,
as Borrower
THE BANKS PARTY HERETO
CITIBANK, N.A.,
as Administrative Agent
and
THE CHASE MANHATTAN BANK,
as Syndication Agent
and
SALOMON SMITH BARNEY INC.
and
CHASE SECURITIES, INC.
as
Joint Lead Arrangers and Joint Book Managers
dated as of September 29, 1999
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
ARTICLE 1
{S} {C} {C}
Section Page
Section 1.02. Use of Defined Terms.....................................................................80
Section 1.03. Accounting Terms.........................................................................81
ARTICLE 2
Section 2.01. The A Advances...........................................................................81
Section 2.02. Making the A Advances....................................................................82
Section 2.03. Conversion to Term Loan, Repayment.......................................................85
Section 2.04. Interest Rate on A Advances..............................................................86
Section 2.05. The B Advances............................................................................86
Section 2.06. Fees.....................................................................................94
Section 2.07. [intentionally omitted.].................................................................95
Section 2.08. Reduction of the Commitments.............................................................95
Section 2.09. Additional Interest on Eurodollar Rate A Advances........................................96
Section 2.10. Eurodollar Interest Rate Determination...................................................97
Section 2.11. Voluntary Conversion of A Advances.......................................................99
Section 2.12. Prepayments.............................................................................100
Section 2.13. Increases in Costs......................................................................102
Section 2.14. Illegality..............................................................................108
Section 2.15. Payments and Computations...............................................................109
Section 2.16. Sharing of Payments, Etc................................................................111
Section 2.17. Alteration of Commitments and Addition of Banks.........................................112
Section 2.18. Assignments; Sales of Participations and Other Interests in Notes........................114
Section 2.19. Extension of Termination Date...........................................................120
Section 2.20. Subsidiary Borrowers....................................................................122
ARTICLE 3
Section 3.01. Representations and Warranties by the Borrowers.........................................126
Section 3.02. Representation by the Banks.............................................................128
ARTICLE 4
Section 4.01. Affirmative Covenants of TBC............................................................129
Section 4.02. General Negative Covenants of TBC.......................................................131
Section 4.03. Financial Statement Terms...............................................................133
Section 4.04. Waivers of Covenants....................................................................134
ARTICLE 5
Section 5.01. Conditions Precedent to the Initial Borrowing of TBC....................................135
Section 5.02. Conditions Precedent to Each A Borrowing of TBC.........................................136
Section 5.03. Conditions Precedent to Each B Borrowing of TBC.........................................137
Section 5.04. Conditions Precedent to the Initial Borrowing of a Subsidiary Borrower..................139
Section 5.05. Conditions Precedent to Each A Borrowing of a Subsidiary Borrower.......................141
Section 5.06. Conditions Precedent to Each B Borrowing of a Subsidiary Borrower.......................142
ARTICLE 6
Section 6.01. Events of Default.......................................................................145
ARTICLE 7
Section 7.01. Authorization and Action................................................................149
Section 7.02. Administrative Agent's Reliance, Etc....................................................150
Section 7.03. Citibank, N.A. and its Affiliates.......................................................151
Section 7.04. Bank Credit Decision....................................................................151
Section 7.05. Indemnification.........................................................................152
Section 7.06. Successor Administrative Agent..........................................................153
Section 7.07. Certain Obligations May be Performed by Affiliates......................................154
ARTICLE 8
Section 8.01. Modification, Consents and Waivers......................................................154
Section 8.02. Addresses for Notices...................................................................156
Section 8.03. Costs, Expenses and Taxes...............................................................156
Section 8.04. Binding Effect..........................................................................157
Section 8.05. Severability............................................................................157
Section 8.06. Governing Law...........................................................................157
Section 8.07. Headings................................................................................158
Section 8.08. Execution in Counterparts...............................................................159
Section 8.09. Right of Set-Off........................................................................159
Section 8.10. Agreement in Effect.....................................................................160
Exhibit A-1 - Base Rate Advance A Note
Exhibit A-2 - Eurodollar Rate A Note
Exhibit A-3 - Fixed Rate B Note
Exhibit A-4 - Eurodollar Rate B Note
Exhibit B-1 - Notice of A Borrowing
Exhibit B-2 - Notice of B Borrowing
Exhibit C - Request for Alteration
Exhibit D - Borrower Subsidiary Letter
Exhibit E - Extension Request
Exhibit F - Continuation Note
Exhibit G - Opinion of Chief Legal Officer of Borrower
Exhibit H - Opinion of Counsel for Administrative Agent
Exhibit I - Opinion of in-house counsel to Subsidiary Borrower
Exhibit J - Guaranty of TBC
Schedule I - Commitments
{/TABLE}
{PAGE}
THIS BANK CREDIT AGREEMENT (the "Agreement") dated as of
September 29, 1999, is by and among: THE BOEING COMPANY, a Delaware corporation
("TBC" or the "Company"); the BORROWERS (as defined below); the BANKS (as
defined below); CITIBANK, N.A., in its capacity as administrative agent for the
Banks (in such capacity, the "Administrative Agent"); and THE CHASE MANHATTAN
BANK, in its capacity as syndication agent for the Banks (in such capacity, the
"Syndication Agent").
RECITALS
TBC is party to an Amended and Restated 364-Day Bank Credit
Agreement dated as of September 30, 1998 (the "Existing Credit Agreement") with
the banks, financial institutions and other institutional lenders party thereto
and Citibank, N.A., as Administrative Agent for the Banks and such other
lenders.
The parties to this Amendment and Restatement desire to amend
the Existing Credit Agreement in its entirety to read as set forth below:
ARTICLE 1
Definitions
Section 1.01. Definitions.
As used in this Agreement, the following terms shall have
the meanings set out respectively after each:
"A Advance"--An advance made by a Bank to a Borrower as part
of an A Borrowing and refers to a Base Rate Advance or a Eurodollar Rate A
Advance, each of which shall be a "Type" of A Advance.
"A Borrowing"--A borrowing consisting of simultaneous A
Advances of the same Type made by each of the Banks pursuant to Section 2.01.
"A Note"--A promissory note of a Borrower payable to the order
of any Bank, in substantially the form of Exhibit A-1 or A-2 hereto, evidencing
the indebtedness of that Borrower to such Bank resulting from the aggregate of
all Base Rate Advances and the aggregate of all Eurodollar Rate A Advances,
respectively, made by such Bank to that Borrower.
"Administrative Agent"--Citibank, N.A. acting in its capacity
as administrative agent for the Banks, or any successor Administrative Agent
appointed pursuant to Section 7.06.
"Administrative Agent's Account"--The account of the
Administrative Agent maintained by the Administrative Agent with Citibank,
N.A., at its office at 2 Pennsway, Corporate Commons, Suite 200, New Castle,
Delaware 19720, Account No. 35852248, Attention: Jay Moffitt.
"Advance"--An A Advance or a B Advance.
"Agent"--Individually and collectively, as the context shall
require, the Administrative Agent and the Syndication Agent.
"Agreement"--This agreement, as it may be amended or otherwise
modified from time to time, and any written additions or supplements hereto.
"Applicable Lending Office"--With respect to each Bank, such
Bank's Domestic Lending Office in the case of a Base Rate Advance, and such
Bank's Eurodollar Lending Office in the case of a Eurodollar Rate Advance and,
in the case of a B Advance, the office of such Bank notified by such Bank to the
Administrative Agent as its Applicable Lending Office with respect to such B
Advance.
"Applicable Margin"--Means
with respect to Base Rate Advances, 0% per annum;
with respect to Eurodollar Rate Advances which have not been
Converted to Term Loans, 0.11% per annum;
with respect to Eurodollar Rate Advances which have been
Converted to Term Loans, a fluctuating per annum amount,
commencing on the date of the Conversion and ending on the
Maturity Date, equal at any time to then-applicable rate set
forth in the pricing grid below, depending upon the rating of
the long-term senior unsecured debt of TBC then in effect:
{TABLE}
{CAPTION}
{S} {C} {C}
-------------------------------------------------------- ----------------------------------
Public Debt Rating
S&P/Moody's Applicable Margin
-------------------------------------------------------- ----------------------------------
-------------------------------------------------------- ----------------------------------
Level I
A by S&P or A2 by Moody's or above 0.15%
-------------------------------------------------------- ----------------------------------
-------------------------------------------------------- ----------------------------------
Level II
less than level I but at least A- by S&P or A3 by 0.20%
Moody's
-------------------------------------------------------- ----------------------------------
-------------------------------------------------------- ----------------------------------
Level III
less than level II but at least BBB+ by S&P or Baa1 by 0.25%
Moody's
-------------------------------------------------------- ----------------------------------
-------------------------------------------------------- ----------------------------------
Level IV
less than level III 0.375%
-------------------------------------------------------- ----------------------------------
-------------------------------------------------------- ----------------------------------
-------------------------------------------------------- ----------------------------------
{/TABLE}
provided, however, that in the event and during the
continuance of an Event of Default which is described in
Section 6.01(a), the Applicable Margin shall immediately
increase by 1.0% above the Applicable Margin then in effect,
and, in the case of a Eurodollar Rate Advance, such Advance
shall automatically convert to a Base Rate Advance at the end
of the Interest Period then in effect for such Eurodollar Rate
Advance. If the ratings from S&P and Moody's shall fall within
different levels, then the Applicable Margin shall be
determined by the higher of the two ratings except that, if
the lower of such rating is more than one level below the
higher of such ratings, the Applicable Margin shall be
determined based on the level above the lower of such ratings.
If at any time no rating is available from S&P and Moody's or
any other nationally recognized statistical rating
organization designated by TBC and approved in writing by the
Majority Banks, the Applicable Margin for each Interest Period
or each other period commencing during the thirty days
following such ratings becoming unavailable shall be the
Applicable Margin in effect immediately prior to such ratings
becoming unavailable. Thereafter the rating to be used for
purposes of this Agreement until ratings from S&P and Moody's
become available shall be as agreed between TBC and the
Administrative Agent, and TBC and the Administrative Agent
shall use good faith efforts to reach such agreement within
such thirty day period, provided, however, that if no such
agreement is reached within such thirty day period the
Applicable Margin thereafter, until such agreement shall have
been reached, shall be (A) if any such rating shall have
become unavailable as a result of S&P or Moody's ceasing its
business as a rating agency, the Applicable Margin in effect
immediately prior to such cessation or (B) otherwise, the
Applicable Margin as set forth under Level IV above.
215234
|
ABN AMRO Bank
As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]:
ABN AMRO BANK – as Syndication Agent
By /S/ MATTHEW H. MASSIE
Name: Matthew H. Massie
Title: Managing Director
ABN AMRO BANK N.V.
By /S/ DAVID J. THOMAS
Name: David J. Thomas
Title: Group Vice President
ABN Amro Bank – S} {C} {C} {C} {C}
Name of Bank Commitment Domestic Lending Office Eurodollar Lending Office
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
ABN Amro Bank N.V. $52,000,000 208 South LaSalle Street, Suite 1500 208 South LaSalle Street,
dt 45399
;
Citibank
As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]:
CITIBANK, N.A. – BANK CREDIT AGREEMENT
among
THE BOEING COMPANY
and the Subsidiaries which are or shall become party hereto,
as Borrower
THE BANKS PARTY HERETO
CITIBANK, N.A. ,
as Administrative Agent
and
THE CHASE MANHATTAN BANK,
as Syndication Agent
and
SALOMON SMITH BARNEY INC.
and
CHASE SECURITIES, INC.
as
Joint
_____________
Citibank, N.A. – Default.......................................................................145
ARTICLE 7
Section 7.01. Authorization and Action................................................................149
Section 7.02. Administrative Agent's Reliance, Etc....................................................150
Section 7.03. Citibank, N.A. and its Affiliates.......................................................151
Section 7.04. Bank Credit Decision....................................................................151
Section 7.05. Indemnification.........................................................................152
Section 7.06. Successor Administrative Agent..........................................................
_____________
CITIBANK, N.A. – by and among: THE BOEING COMPANY, a Delaware corporation
("TBC" or the "Company"); the BORROWERS (as defined below); the BANKS (as
defined below); CITIBANK, N.A. , in its capacity as administrative agent for the
Banks (in such capacity, the "Administrative Agent"); and THE CHASE MANHATTAN
BANK, in its
_____________
Citibank, N.A. – Agreement dated as of September 30, 1998 (the "Existing Credit Agreement") with
the banks, financial institutions and other institutional lenders party thereto
and Citibank, N.A. , as Administrative Agent for the Banks and such other
lenders.
The parties to this Amendment and Restatement desire to amend
the Existing
_____________
Citibank, N.A. – all Base Rate Advances and the aggregate of all Eurodollar Rate A Advances,
respectively, made by such Bank to that Borrower.
"Administrative Agent"--Citibank, N.A. acting in its capacity
as administrative agent for the Banks, or any successor Administrative Agent
appointed pursuant to Section 7.06.
"Administrative
_____________
dt 146408
;
|
 BofA
As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]:
BANK OF AMERICA, – BANK PLC,
NASSAU BRANCH
By /S/ SIMON CLARK
Name: Simon Clark
Title: Regional Financial Officer
BANK OF AMERICA, N.A.
By /S/ DEANNE PRUST ALLEN
Name: Deanne Prust Allen
Title: Vice President
Bank of America – 212) 401-1424 Tel: (212) 401-1424
Fax: (212) 401-1494 Fax: (212) 401-1494
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Bank of America $133,000,000 444 South Flower Street, 901 Main Street
Suite 400 Dallas, TX
dt 40900
;
BNY
As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]:
Bank of New York, – is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a
Bank of New York, – improvements and machinery.
"Reference Banks"--The Chase Manhattan Bank, Citibank, N.A.,
BankBoston, N.A., Bank of New York, and National Westminster Bank plc.
"Register"--As defined in Section 2.18.
"Replacement Banks" --
BANK OF NEW YORK
– Title: Vice President
By /S/ T. GALLONETTO
Name: T. Gallonetto
Title: Assistant Vice President
THE BANK OF NEW YORK
By /S/ ROBERT LOUK
Name: Robert Louk
Title: Vice President
THE BANK OF TOKYO-
Bank of New York – Wityak Attn: Jack Wityak
Tel: (213) 624-0440 Tel: (213) 624-0440
Fax: Fax:
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
The Bank of New York $80,000,000 10990 Wilshire Blvd One Wall Street
Suite 1125 22nd Floor
Los
dt 43208
;
More... |
Preview
Full Doc
| 2002 |
364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]
364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated] (218K)
Doc #269716: Click preview link for longer preview.
AMENDED AND RESTATED
364-DAY
COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT
Dated as of March 19, 2002
among
AT&T WIRELESS SERVICES, INC.,
THE LENDERS PARTY HERETO,
JPMORGAN CHASE BANK and BANK OF AMERICA, N.A.,
as Administrative Agents,
JPMORGAN CHASE BANK,
as Paying Agent,
CITIBANK, N.A. and MERRILL LYNCH CAPITAL CORPORATION,
as Syndication Agents
and
HSBC BANK USA and LEHMAN BROTHERS COMMERCIAL PAPER INC.,
as Documentation Agents
------------------
J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arrangers and Bookrunners
================================================================================
[CS&M #6701-173]
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE I
Definitions
SECTION 1.01. Defined Terms................................................................1
SECTION 1.02. Terms Generally.............................................................14
ARTICLE II
The Credits
SECTION 2.01. Commitments.................................................................14
SECTION 2.02. Loans.......................................................................15
SECTION 2.03. Competitive Bid Procedure...................................................16
SECTION 2.04. Standby Borrowing Procedure.................................................18
SECTION 2.05. Conversion and Continuation of Standby Loans................................18
SECTION 2.06. Fees........................................................................20
SECTION 2.07. Extension of Maturity Date..................................................20
SECTION 2.08. Repayment of Loans; Evidence of Debt........................................21
SECTION 2.09. Interest on Loans...........................................................21
SECTION 2.10. Default Interest............................................................22
SECTION 2.11. Alternate Rate of Interest..................................................22
SECTION 2.12. Termination and Reduction of Commitments....................................22
SECTION 2.13. Prepayment..................................................................23
SECTION 2.14. Reserve Requirements; Change in Circumstances...............................23
SECTION 2.15. Change in Legality..........................................................25
SECTION 2.16. Indemnity...................................................................26
SECTION 2.17. Pro Rata Treatment..........................................................27
SECTION 2.18. Sharing of Setoffs..........................................................27
SECTION 2.19. Payments....................................................................28
SECTION 2.20. Taxes.......................................................................28
SECTION 2.21. Mandatory Assignment; Commitment Termination................................30
SECTION 2.22. Change of Control...........................................................31
ARTICLE III
Representations and Warranties
SECTION 3.01. Organization; Powers........................................................32
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C} {C}
SECTION 3.02. Authorization...............................................................32
SECTION 3.03. Enforceability..............................................................32
SECTION 3.04. Governmental Approvals......................................................33
SECTION 3.05. Financial Statements........................................................33
SECTION 3.06. Litigation; Compliance with Laws............................................33
SECTION 3.07. Federal Reserve Regulations.................................................34
SECTION 3.08. Investment Company Act; Public Utility Holding Company Act..................34
SECTION 3.09. Use of Proceeds.............................................................34
SECTION 3.10. No Material Misstatements...................................................34
SECTION 3.11. Tax Returns.................................................................34
SECTION 3.12. ERISA.......................................................................34
SECTION 3.13. Environmental Matters.......................................................34
SECTION 3.14. Contribution................................................................35
ARTICLE IV
Conditions of Lending
SECTION 4.01. All Borrowings..............................................................35
SECTION 4.02. Closing Date................................................................35
ARTICLE V
Affirmative Covenants
SECTION 5.01. Existence; Conduct of Business..............................................35
SECTION 5.02. Financial Statements, Reports, etc..........................................36
SECTION 5.03. Records; Inspection Rights..................................................36
SECTION 5.04. Use of Proceeds.............................................................37
SECTION 5.05. Notices of Material Events..................................................37
SECTION 5.06. Payment of Obligations......................................................37
SECTION 5.07. Maintenance of Properties; Insurance........................................37
SECTION 5.08. Compliance with Laws........................................................37
ARTICLE VI
Negative Covenants
SECTION 6.01. Limitation on Liens.........................................................38
SECTION 6.02. Limitations on Indebtedness.................................................39
SECTION 6.03. Interest Coverage Test......................................................39
SECTION 6.04. Payment of Dividends........................................................39
SECTION 6.05. Consolidations, Mergers and Sales of Assets.................................39
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C} {C}
ARTICLE VII
Events of Default
ARTICLE VIII
The Agents
ARTICLE IX
Miscellaneous
SECTION 9.01. Notices.....................................................................44
SECTION 9.02. Survival of Agreement.......................................................45
SECTION 9.03. Binding Effect..............................................................45
SECTION 9.04. Successors and Assigns......................................................45
SECTION 9.05. Expenses; Indemnity.........................................................48
SECTION 9.06. Applicable Law..............................................................49
SECTION 9.07. Waivers; Amendment..........................................................49
SECTION 9.08. Entire Agreement............................................................49
SECTION 9.09. Severability................................................................50
SECTION 9.10. Counterparts................................................................50
269716
|
AT&T
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
AT&T Corp – accepted by the Paying Agent in accordance with Section 9.04(e),
in the form of Exhibit C hereto.
"AT&T" shall mean AT&T Corp ., a Delaware corporation.
{PAGE}
4
"AT&T Wireless Group" shall refer to such entity described in the
Form S-4.
"AT&T
_____________
dt 177641
;
AT&T Wireless
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
AT&T WIRELESS SERVICES, – 10.1
EXECUTION COPY
================================================================================
AMENDED AND RESTATED
364-DAY
COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT
Dated as of March 19, 2002
among
AT&T WIRELESS SERVICES, INC.,
THE LENDERS PARTY HERETO,
JPMORGAN CHASE BANK and BANK OF AMERICA, N.A.,
as Administrative Agents,
JPMORGAN CHASE BANK,
as Paying
_____________
AT&T WIRELESS
SERVICES, – Commitments
{/TABLE}
iii
{PAGE}
AMENDED AND RESTATED 364-DAY COMPETITIVE
ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT
dated as of March 15, 2002, among AT&T WIRELESS
SERVICES, INC., a Delaware corporation (the
"Borrower"); the Lenders from time to time party
hereto; JPMORGAN CHASE ("JPMCB") and BANK OF
AMERICA, N.
_____________
AT&T Wireless Services, – telex, telecopy, graphic scanning or other
telegraphic communications equipment of the sending party, as follows:
(a) if to the Borrower, to it at AT&T Wireless Services, Inc., if
by courier, to 7277 164th Avenue NE-Bldg 1, Redmond, Washington 98052,
and if by mail, to P.O. Box
_____________
AT&T WIRELESS SERVICES, – Lenders have
caused this Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.
AT&T WIRELESS SERVICES, INC.,
by
--------------------------------------
Name:
Title:
Website:
JPMORGAN CHASE BANK, individually and as
an Agent,
by
--------------------------------------
Name:
Title:
BANK OF AMERICA, N.A., individually
_____________
AT&T Wireless Services, – Paying Agent
for the Lenders referred to below,
270 Park Avenue
New York, N.Y. 10017
Attention: [Date]
Ladies and Gentlemen:
The undersigned, AT&T Wireless Services, Inc. (the "Borrower"),
refers to the Amended and Restated 364-Day Competitive Advance and Revolving
Credit Facility Agreement dated as of March
_____________
dt 179776
;
Citibank
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
CITIBANK, N.A. – INC.,
THE LENDERS PARTY HERETO,
JPMORGAN CHASE BANK and BANK OF AMERICA, N.A.,
as Administrative Agents,
JPMORGAN CHASE BANK,
as Paying Agent,
CITIBANK, N.A. and MERRILL LYNCH CAPITAL CORPORATION,
as Syndication Agents
and
HSBC BANK USA and LEHMAN BROTHERS COMMERCIAL PAPER INC.,
as Documentation Agents
------------------
J.
_____________
Citibank, N.A. – any document
furnished hereunder or thereunder.
Each of the Borrower and its Subsidiaries and the Lenders
acknowledges that Merrill Lynch Capital Corporation and Citibank, N.A. have no
responsibilities or obligations pursuant to this Agreement in their capacity as
syndication agents.
ARTICLE IX
Miscellaneous
SECTION 9.01. Notices.
_____________
Citibank, N.A. – of America, N.A. $70.0
901 Main St. (64th Floor)
Dallas, TX 75202
Attention: Niles Chura
Facsimile: 214-209-9390
SYNDICATION AGENTS
Citibank, N.A. $70.0
Merrill Lynch Capital Corporation $70.0
DOCUMENTATION AGENTS
HSBC Bank USA $70.0
Lehman Brothers Commercial Paper Inc. $70.0
_____________
dt 177490
;
|
McGraw-Hill Companies
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
McGraw-Hill Companies, Inc – obligations
of such corporation in respect of the Loan Documents.
"S&P" shall mean Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc . or any successor rating agency.
"SEC" shall mean the United States Securities and Exchange
Commission.
"Short-Term Debt" shall mean senior, unsecured
_____________
dt 311763
;
NTT DoCoMo
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
NTT DoCoMo Inc – similar transaction (including any option with
respect to any of the foregoing transactions) or any combination of the
foregoing transactions.
"DoCoMo" shall mean NTT DoCoMo Inc ., a corporation organized
under the laws of Japan, and its successors and assigns.
{PAGE}
6
"DoCoMo Investment" shall mean the acquisition by
_____________
dt 277034
;
More... |
Preview
Full Doc
| 2002 |
364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]
364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated] (266K)
Doc #318050: Click preview link for longer preview.
AMENDED AND RESTATED 364-DAY
COMPETITIVE ADVANCE AND REVOLVING
CREDIT FACILITY AGREEMENT
Dated as of December 14, 2001
among
AT&T CORP.,
THE LENDERS PARTY HERETO,
CITIBANK, N.A., CREDIT SUISSE FIRST BOSTON,
DEUTSCHE BANK AG NEW YORK BRANCH and
GOLDMAN
SACHS CREDIT PARTNERS L.P.,
as Administrative Agents,
and
CITIBANK, N.A.,
as Paying Agent,
with
SALOMON SMITH BARNEY INC., CREDIT SUISSE
FIRST BOSTON, DEUTSCHE BANC
ALEX. BROWN INC. and GOLDMAN SACHS
CREDIT PARTNERS L.P.,
as Joint Lead Arrangers and Bookrunners
and
BANK ONE, NA, THE BANK OF TOKYO-
MITSUBISHI, LTD., NEW YORK BRANCH, BANK OF
AMERICA, N.A., BARCLAYS BANK PLC, BNP
PARIBAS, THE ROYAL BANK OF SCOTLAND PLC,
NEW YORK BRANCH, INTESABCI, NEW YORK
BRANCH, THE FUJI BANK, LIMITED, HSBC BANK
USA, and FIRST UNION NATIONAL BANK,
as Co-Arrangers
{PAGE}
i
TABLE OF CONTENTS
Page
ARTICLE I Definitions
SECTION 1.01. Defined Terms..........................................1
ARTICLE II The Credits
SECTION 2.01. Commitments...........................................17
SECTION 2.02. Loans.................................................17
SECTION 2.03. Competitive Bid Procedure.............................18
SECTION 2.04. Standby Borrowing Procedure...........................20
SECTION 2.05. Conversion and Continuation of Standby Loans..........20
SECTION 2.06. Fees..................................................21
SECTION 2.07. Repayment of Loans; Evidence of Debt..................22
SECTION 2.08. Interest on Loans.....................................22
SECTION 2.09. Default Interest......................................23
SECTION 2.10. Alternate Rate of Interest............................23
SECTION 2.11. Termination and Reduction of Commitments..............23
SECTION 2.12. Prepayment............................................24
SECTION 2.13. Reserve Requirements; Change in Circumstances.........24
SECTION 2.14. Change in Legality....................................26
SECTION 2.15. Indemnity.............................................26
SECTION 2.16. Pro Rata Treatment....................................27
SECTION 2.17. Sharing of Setoffs....................................27
SECTION 2.18. Payments..............................................28
SECTION 2.19. Taxes.................................................28
SECTION 2.20. Mandatory Assignment; Commitment Termination..........30
ARTICLE III Representations and Warranties
SECTION 3.01. Organization; Powers..................................30
SECTION 3.02. Authorization.........................................31
SECTION 3.03. Enforceability........................................31
SECTION 3.04. Governmental Approvals................................31
SECTION 3.05. Financial Statements..................................31
SECTION 3.06. Litigation; Compliance with Laws......................31
SECTION 3.07. Federal Reserve Regulations...........................32
SECTION 3.08. Investment Company Act; Public Utility
Holding Company Act...................................32
SECTION 3.09. Use of Proceeds.......................................32
SECTION 3.10. No Material Misstatements.............................32
ARTICLE IV Conditions of Effectiveness and of Lending
SECTION 4.01. All Borrowings........................................32
SECTION 4.02. Closing Date..........................................33
ARTICLE V Covenants
SECTION 5.01. Existence.............................................33
SECTION 5.02. Financial Statements, Reports, Etc....................33
{PAGE}
ii
SECTION 5.03. Maintaining Records...................................34
SECTION 5.04. Use of Proceeds.......................................34
SECTION 5.05. Consolidations, Mergers, Sales of Assets
and Separation Transactions...........................34
SECTION 5.06. Limitations on Liens..................................35
SECTION 5.07. Limitations on Sale and Leaseback Transactions........35
SECTION 5.08. Total Debt to EBITDA Ratio............................35
ARTICLE VI Events of Default
ARTICLE VII The Agents
ARTICLE VIII Miscellaneous
SECTION 8.01. Notices...............................................39
SECTION 8.02. Survival of Agreement.................................39
SECTION 8.03. Binding Effect........................................39
SECTION 8.04. Successors and Assigns................................40
SECTION 8.05. Expenses; Indemnity...................................42
SECTION 8.06. Applicable Law........................................42
SECTION 8.07. Waivers; Amendment....................................43
SECTION 8.08. Entire Agreement......................................43
SECTION 8.09. Severability..........................................43
SECTION 8.10. Counterparts..........................................43
SECTION 8.11. Headings..............................................43
SECTION 8.12. Jurisdiction, Etc.....................................43
SECTION 8.13. Waiver of Jury Trial...................................1
{PAGE}
iii
Exhibits and Schedules
Exhibit A-1 Form of Competitive Bid Request
Exhibit A-2 Form of Notice of Competitive Bid Request
Exhibit A-3 Form of Competitive Bid
Exhibit A-4 Form of Competitive Bid Accept/Reject Letter
Exhibit A-5 Form of Standby Borrowing Request
Exhibit B Form of Assignment and Acceptance
Exhibit C Form of Opinion of Counsel for AT&T Corp.
Exhibit D Form of Note
Exhibit E Form of AT&T Business Guaranty
Schedule 2.01 Commitments
{PAGE}
AMENDED AND RESTATED 364-DAY COMPETITIVE ADVANCE AND REVOLVING
CREDIT FACILITY AGREEMENT (the "Agreement") dated as of December [__], 2001,
among AT&T CORP., a New York corporation (the "Borrower"), the lenders listed in
Schedule 2.01 (the "Lenders"), CITIBANK, N.A. ("Citibank"), CREDIT SUISSE FIRST
BOSTON ("CSFB"), DEUTSCHE BANK AG NEW YORK BRANCH ("DB") and GOLDMAN SACHS
CREDIT PARTNERS L.P. ("GSCP"), as administrative agents for the Lenders (in such
capacity, the "Administrative Agents"), Citibank, as paying agent for the
Lenders (in such capacity, the "Paying Agent") and with SALOMON SMITH BARNEY
INC., CSFB, DEUTSCHE BANC ALEX. BROWN INC. ("DBAB") and GSCP, as joint lead
arrangers and bookrunners (the "Joint Lead Arrangers").
PRELIMINARY STATEMENTS
(1) The Borrower is a party to that certain 364-Day Competitive Advance and
Revolving Credit Facility Agreement dated as of December 28, 2000, among the
Borrower, the lenders party thereto, the co-arrangers party thereto, The Chase
Manhattan Bank ("Chase"), CSFB and GSCP, as administrative agents, Chase, as
paying agent, and Chase Securities Inc., CSFB and GSCP, as joint lead arrangers
and bookrunners (the "Existing Bank Agreement").
(2) The parties hereto have agreed to amend and restate the Existing Bank
Agreement, on the terms and conditions hereinafter set forth, to provide for,
among other things, a reduction in the Total Commitment of the Lenders
hereunder.
(3) The Borrower has requested that the Lenders continue to extend credit to the
Borrower to enable it to borrow on a standby revolving credit basis on and after
the date hereof and at any time and from time to time prior to the Maturity Date
(as herein defined) a principal amount not in excess of $8,000,000,000 at any
time outstanding. The Borrower has also requested that the Lenders continue to
provide a procedure pursuant to which the Borrower may invite the Lenders to bid
on an uncommitted basis on short-term borrowings by the Borrower maturing on or
prior to the Maturity Date. The proceeds of such borrowings are to be used to
refinance the Existing Bank Agreement (as hereinafter defined) and for other
general corporate purposes of the Borrower, including the repayment of maturing
commercial paper of the Borrower. The Lenders are willing to extend such credit
to the Borrower on the terms and subject to the conditions herein set forth.
Accordingly, the Borrower, the Lenders and the Agents agree that, effective as
of the Closing Date, the Existing Bank Agreement is hereby amended and restated
in its entirety to read as follows:
DEFINITIONS
DEFINED TERMS. As used in this Agreement, the following terms shall have the
meanings specified below:
"ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.
"ABR Loan" shall mean any Standby Loan bearing interest at a
rate determined by reference to the Alternate Base Rate in accordance
with the provisions of Article II.
"Administrative Agents" shall have the meaning specified in
the recital of parties to this Agreement.
"Administrative Fees" shall have the meaning assigned to such
term in Section 2.06(c).
{PAGE}
2
"Affiliate" shall mean, when used with respect to a specified
person, another person that directly or indirectly controls or is
controlled by or is under common control with the person specified.
"Agent Parties" shall mean the Agents and the Joint Lead
Arrangers.
"Agents" shall mean the Administrative Agents and the Paying
Agent.
"Alternate Base Rate" shall mean, for any day, a rate per
annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to
the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For
purposes hereof, "Prime Rate" shall mean the rate of interest per annum
publicly announced from time to time by the Paying Agent as its prime
rate in effect at its principal office in New York City; each change in
the Prime Rate shall be effective on the date such change is publicly
announced as effective. For purposes hereof, "Federal Funds Effective
Rate" shall mean, for any day, the weighted average of the rates on
overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as released on the
next succeeding Business Day by the Federal Reserve Bank of New York,
or, if such rate is not so released for any day which is a Business
Day, the arithmetic average (rounded upwards to the next 1/100th of
1%), as determined by the Paying Agent, of the quotations for the day
of such transactions received by the Paying Agent from three Federal
funds brokers of recognized standing selected by it. If for any reason
the Paying Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the
Federal Funds Effective Rate for any reason, including the inability or
failure of the Paying Agent to obtain sufficient quotations in
accordance with the terms thereof, the Alternate Base Rate shall be
determined without regard to clause (b) of the first sentence of this
definition until the circumstances giving rise to such inability no
longer exist. Any change in the Alternate Base Rate due to a change in
the Prime Rate or the Federal Funds Effective Rate shall be effective
on the effective date of such change in the Prime Rate or the Federal
Funds Effective Rate, respectively.
"Applicable Facility Fee Percentage" shall mean on any date, a
percentage per annum determined by reference to the Public Debt Ratings
in effect on such date as set forth below:
{PAGE}
3
APPLICABLE FACILITY FEE PERCENTAGE PRICING GRID
{TABLE}
{CAPTION}
APPLICABLE
PUBLIC DEBT FACILITY
RATINGS FEE
S&P/MOODY'S PERCENTAGE
----------- ----------
{S} {C}
Level 1
Greater than or 0.075%
equal
to A and A2
Level 2
Greater than or 0.085%
equal to
A- or A3 and
A-1 and P-1 but
less than Level 1
Level 3
Greater than or 0.10%
equal to A- or
A3 and A-2 and
P-2 but less
than Level 2
Level 4
Greater than or 0.10%
equal to BBB+
or Baa1 but less
than Level 3
Level 5
Greater than or
equal to BBB or
Baa2 but less 0.125%
than Level 4
Level 6
Less than BBB
and Baa2 0.175%
{/TABLE}
"Applicable Margin" shall mean on any date, with respect to
Eurodollar Standby Loans, a percentage per annum determined by
reference to the Public Debt Ratings in effect on such date as set
forth below:
{PAGE}
4
APPLICABLE MARGIN PRICING GRID
{TABLE}
{CAPTION}
PUBLIC DEBT
RATINGS APPLICABLE
S&P/MOODY'S MARGIN
{S} {C}
Level 1
Greater than or 0.325%
equal
to A and A2
Level 2
Greater than or 0.415%
equal to
A- or A3 and
A-1 and P-1 but
less than Level 1
Level 3
Greater than or 0.525%
equal to A- or
A3 and A-2 and
P-2 but less
than Level 2
Level 4
Greater than or 0.65%
equal to BBB+
or Baa1 but
less
than Level 3
Level 5
Greater than or
equal to BBB or
Baa2 but less 0.875%
than Level 4
Level 6
Less than BBB
and Baa2 1.325%
{/TABLE}
"Assignment and Acceptance" shall mean an assignment and
acceptance entered into by a Lender and an assignee with the consent of
the Borrower, and accepted by the Paying Agent in accordance with
Section 8.04(e), substantially in the form of Exhibit B hereto.
"AT&T Broadband" means the Borrower's broadband business;
provided that for purposes of the definition of "Indebtedness", "AT&T
Broadband" shall mean any Person or Persons (whether existing as of the
date hereof or subsequently formed) holding any significant portion of
the Borrower's broadband business upon consummation of a Separation
Transaction.
{PAGE}
5
"AT&T Business" means a Person (whether existing as of the
date hereof or subsequently formed) that holds all or substantially all
of the Borrower's consumer services and business services businesses
upon consummation of a Separation Transaction involving AT&T Broadband.
"AT&T Business Spinoff" has the meaning set forth in Section
5.05(c).
"AT&T Latin America" means AT&T Latin America Corp., a
Delaware corporation.
"At Home Corporation" means At Home Corporation, a Delaware
corporation.
"Attributable Debt" shall mean, as of the date of its
determination, the present value (discounted semiannually at an
interest rate implicit in the terms of the lease) of the obligation of
a lessee for rental payments pursuant to any Sale and Leaseback
Transaction (reduced by the amount of the rental obligations of any
sublessee of all or part of the same property) during the remaining
term of such Sale and Leaseback Transaction (including any period for
which the lease relating thereto has been extended), such rental
payments not to include amounts payable by the lessee for maintenance
and repairs, insurance, taxes, assessments and similar charges and for
contingent rents (such as those based on sales); provided, however,
that in the case of any Sale and Leaseback Transaction in which the
lease is terminable by the lessee upon the payment of a penalty,
Attributable Debt shall mean the lesser of the present value of (a) the
rental payments to be paid under such Sale and Leaseback Transaction
until the first date (after the date of such determination) upon which
it may be so terminated plus the then applicable penalty upon such
termination and (b) the rental payments required to be paid during the
remaining term of such Sale and Leaseback Transaction (assuming such
termination provision is not exercised).
"Board" shall mean the Board of Governors of the Federal
Reserve System of the United States.
"Board of Directors" shall mean the Board of Directors of the
Borrower or any duly authorized committee thereof.
"Borrowing" shall mean a group of Loans of a single Type made
by the Lenders (or, in the case of a Competitive Borrowing, by the
Lender or Lenders whose Competitive Bids have been accepted pursuant to
Section 2.03) on a single date and as to which a single Interest Period
is in effect.
"Business Day" shall mean any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which
banks are open for business in New York City; provided, however, that,
when used in connection with a Eurodollar Loan, the term "Business Day"
shall also exclude any day on which banks are not open for dealings in
dollar deposits in the London interbank market.
"Closing Date" shall mean the date hereof.
{PAGE}
6
"Code" shall mean the Internal Revenue Code of 1986, as the
same may be amended from time to time.
"Commitment" shall mean, with respect to each Lender, the
Commitment of such Lender as set forth in Schedule 2.01 hereto.
"Competitive Bid" shall mean an offer by a Lender to make a
Competitive Loan pursuant to Section 2.03.
"Competitive Bid Accept/Reject Letter" shall mean a
notification made by the Borrower pursuant to Section 2.03(d) in the
form of Exhibit A-4.
"Competitive Bid Rate" shall mean, as to any Competitive Bid
made by a Lender pursuant to Section 2.03(b), (i) in the case of a
Eurodollar Loan, the Margin, and (ii) in the case of a Fixed Rate Loan,
the fixed rate of interest offered by the Lender making such
Competitive Bid.
"Competitive Bid Request" shall mean a request made pursuant
to Section 2.03 in the form of Exhibit A-1.
"Competitive Borrowing" shall mean a Borrowing consisting of a
Competitive Loan or concurrent Competitive Loans from the Lender or
Lenders whose Competitive Bids for such Borrowing have been accepted by
the Borrower under the bidding procedure described in Section 2.03.
"Competitive Loan" shall mean a Loan from a Lender to the
Borrower pursuant to the bidding procedure described in Section 2.03.
Each Competitive Loan shall be a Eurodollar Competitive Loan or a Fixed
Rate Loan.
"Consolidated" refers to the consolidation of accounts in
accordance with GAAP.
"Consolidated Net Tangible Assets" shall mean, at any date, as
to the Borrower, the total assets appearing on the most recently
prepared consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of the most recent fiscal
quarter of the Borrower for which such balance sheet is available,
prepared in accordance with GAAP, less (a) all current liabilities as
shown on such balance sheet and (b) Intangible Assets.
"Default" shall mean any event or condition which upon notice,
lapse of time or both would constitute an Event of Default.
"dollars" or "$" shall mean lawful money of the United States
of America.
"Equity Interests" means, with respect to any Person, shares
of capital stock of (or other ownership or profit interests in) such
Person, warrants, options or other rights for the purchase or other
acquisition from such Person of shares of capital stock of (or other
ownership or profit interests in) such Person, securities convertible
into or exchangeable for shares of capital stock of (or other ownership
or profit interests in) such Person or
{PAGE}
7
warrants, rights or options for the purchase or other acquisition from
such Person of such shares (or such other interests), and other
ownership or profit interests in such Person (including, without
limitation, partnership, member or trust interests therein), whether
voting or nonvoting, and whether or not such shares, warrants, options,
rights or other interests are authorized or otherwise existing on any
date of determination.
"Eurodollar Borrowing" shall mean a Borrowing comprised of
Eurodollar Loans.
"Eurodollar Competitive Loan" shall mean any Competitive Loan
bearing interest at a rate determined by reference to the LIBO Rate in
accordance with the provisions of Article II.
"Eurodollar Loan" shall mean any Eurodollar Competitive Loan
or Eurodollar Standby Loan.
"Eurodollar Standby Loan" shall mean any Standby Loan bearing
interest at a rate determined by reference to the LIBO Rate in
accordance with the provisions of Article II.
"Event of Default" shall have the meaning assigned to such
term in Article VI.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
"Existing Bank Agreement" shall have the meaning set forth in
Preliminary Statement No. (1).
"Facility Fee" shall have the meaning assigned to such term in
Section 2.06(a).
"Fee Letter" shall mean the Fee Letter dated October 19, 2001,
among the Borrower, the Joint Lead Arrangers, DB and Citibank.
"Fees" shall mean the Facility Fee, the Utilization Fee and
the Administrative Fees.
"Financial Officer" of any corporation shall mean the chief
financial officer, principal accounting officer, Treasurer or Assistant
Treasurer of such corporation.
"Fixed Rate Borrowing" shall mean a Borrowing comprised of
Fixed Rate Loans.
"Fixed Rate Loan" shall mean any Competitive Loan bearing
interest at a fixed percentage rate per annum (expressed in the form of
a decimal to no more than four decimal places) specified by the Lender
making such Loan in its Competitive Bid.
"Funded Debt" shall mean any Indebtedness maturing by its
terms more than one year from the date of the determination thereof,
including any Indebtedness renewable or extendible at the option of the
obligor to a date later than one year from the date of the
determination thereof.
{PAGE}
8
"GAAP" shall mean generally accepted accounting principles,
applied on a consistent basis.
"Governmental Authority" shall mean any Federal, state, local
or foreign court or governmental agency, authority, instrumentality or
regulatory body.
"Indebtedness" of any Person shall mean all indebtedness
representing money borrowed which is created, assumed, incurred or
guaranteed in any manner by such Person or for which such Person is
responsible or liable (whether by agreement to purchase indebtedness
of, or to supply funds to or invest in, others or otherwise), excluding
indebtedness of AT&T Latin America and Monetized Debt; provided that
for purposes of determining compliance with Section 5.08, (a)
Indebtedness in the form of guarantees entered into by the Borrower or
its Subsidiaries or for which the Borrower or any of its Subsidiaries
is responsible or liable shall exclude (i) keep-well and other similar
agreements to advance or supply funds (x) for the purchase or payment
of any primary obligation of any other Person (the "primary obligor")
or (y) to maintain working capital or equity capital of the primary
obligor or otherwise maintain the net worth or solvency of the primary
obligor and (ii) guarantees of obligations for which cross-guarantees
or cross-indemnifications in favor of the Borrower or such Subsidiary
from AT&T Wireless Services, Inc., Liberty Media Corporation, AT&T
Corp., AT&T Broadband or AT&T Business exist and (b) Indebtedness shall
be calculated net of cash and cash equivalents held by the Borrower and
its Consolidated Subsidiaries on the date of determination (other than
cash and cash equivalents held by AT&T Latin America).
"Intangible Assets" shall mean the value (net of any
applicable reserves), as shown on or reflected in the most recently
prepared consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of the most recent fiscal
quarter of the Borrower of: (i) all trade names, trademarks, licenses,
patents, copyrights and goodwill; (ii) organizational costs; and (iii)
deferred charges (other than prepaid items such as insurance, taxes,
interest, commissions, rents and similar items and tangible assets
being amortized); but in no event shall the term "Intangible Assets"
include product development costs.
"Interest Payment Date" shall mean, with respect to any Loan,
the last day of the Interest Period applicable thereto and, in the case
of a Eurodollar Loan with an Interest Period of more than three months'
duration or a Fixed Rate Loan with an Interest Period of more than 90
days' duration, each day that would have been an Interest Payment Date
for such Loan had successive Interest Periods of three months' duration
or 90 days' duration, as the case may be, been applicable to such Loan
and, in addition, the date of any conversion of such Loan to a Loan of
a different Type.
"Interest Period" shall mean (a) as to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing or on
the last day of the immediately preceding Interest Period applicable to
such Borrowing, as the case may be, and ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on
the last day) in the calendar month that is 1, 2, 3 or 6 months
thereafter, as the Borrower may elect, (b) as to any ABR Borrowing, the
period commencing on the date of
{PAGE}
9
such Borrowing or on the last day of the immediately preceding Interest
Period applicable to such Borrowing, as the case may be, and ending on
the earliest of (i) the next succeeding March 31, June 30, September 30
or December 31, (ii) the Maturity Date, and (iii) the date such
Borrowing is converted to a Borrowing of a different Type in accordance
with Section 2.05 or repaid or prepaid in accordance with Section 2.07
or Section 2.12 and (c) as to any Fixed Rate Borrowing, the period
commencing on the date of such Borrowing and ending on the date
specified in the Competitive Bids in which the offer to make the Fixed
Rate Loans comprising such Borrowing were extended, which shall not be
earlier than seven days after the date of such Borrowing or later than
360 days after the date of such Borrowing; provided, however, that if
any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day
unless, in the case of Eurodollar Loans only, such next succeeding
Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day. Interest
shall accrue from and including the first day of an Interest Period to
but excluding the last day of such Interest Period.
"Joint Lead Arrangers" shall have the meaning specified in the
recital of parties to this Agreement.
"LIBO Rate" shall mean, with respect to each Interest Period,
a rate of interest determined on the basis of at least two offered
rates for deposits in United States dollars for a period equal to such
Interest Period commencing on the first day of such Interest Period
appearing on the Reuters Screen LIBO Page as of 11:00 a.m. (London
time) on the day that is two Business Days prior to the first day of
such Interest Period. If at least two such offered rates appear on the
Reuters Screen LIBO Page, the rate with respect to each Interest Period
will be the arithmetic average (rounded upwards to the next 1/16th of
1%) of such offered rates. If fewer than two offered rates appear,
"LIBO Rate" in respect of any Interest Period will be determined on the
basis of the rates at which deposits in United States dollars are
offered by the Paying Agent at approximately 11:00 a.m. (London time)
on the day that is two Business Days preceding the first day of such
Interest Period to prime banks in the London interbank market for a
period equal to such Interest Period commencing on the first day of
such Interest Period.
"Lien" means any mortgage, pledge, security interest, lien,
charge or other encumbrance, but shall not include any of the foregoing
types of encumbrances that are incidental to the conduct of the
business of the Borrower or any Restricted Subsidiary or the ownership
of the property and assets of any of them and that were not incurred in
connection with the incurrence of any Indebtedness. Such incidental
encumbrances that are to be excluded from the term "Lien" include,
without limitation: (i) pledges or deposits made to secure obligations
of the Borrower or Restricted Subsidiary under workmen's compensation
laws or similar legislation; (ii) liens imposed by law, such as
materialmen's, mechanics', carriers', workmen's, vendors', repairmen's,
or other like liens incurred in the ordinary course of business; (iii)
governmental (Federal, state or municipal) liens arising out of
contracts for the purchase of products of the Borrower or a Restricted
Subsidiary, and deposits or pledges to obtain the release of any of the
foregoing liens; (iv) liens created by or resulting from any litigation
or legal proceeding
{PAGE}
10
that is currently being contested in good faith by appropriate
proceedings; (v) leases made or existing on Principal Property entered
into in the ordinary course of business by the Borrower or a Restricted
Subsidiary; (vi) landlords' liens under leases of Principal Property to
which the Borrower or a Restricted Subsidiary is a party; (vii) zoning
restrictions, easements, licenses or restrictions on the use of
Principal Property or minor irregularities in the title thereto; (viii)
deposits in connection with bids, tenders, contracts (other than for
the payment of money) to which the Borrower or any Restricted
Subsidiary is a party; (ix) deposits to secure public or statutory
obligations of the Borrower or any Restricted Subsidiary; (x) deposits
in connection with obtaining or maintaining self-insurance or to obtain
the benefits of any law, regulation or arrangement pertaining to
unemployment insurance, old age pensions, social security or similar
matters; (xi) deposits of cash or obligations of the United States of
America to secure surety, appeal or customs bonds to which the Borrower
or any Restricted Subsidiary is a party; and (xii) liens for taxes or
assessments or governmental charges or levies not yet due or
delinquent, or which can thereafter be paid without penalty, or which
are being contested in good faith by appropriate proceedings.
"Loan" shall mean a Competitive Loan or a Standby Loan,
whether made as a Eurodollar Loan, an ABR Loan or a Fixed Rate Loan, as
permitted hereby.
"Long-Term Debt" shall mean, at any time, any publicly-held
senior unsecured debt obligations outstanding at such time with a
maturity more than one year after the date of any determination
hereunder.
"Long-Term Senior Debt" shall have the meaning specified in
the definition of "Public Debt Ratings".
"Margin" shall mean, as to any Eurodollar Competitive Loan,
the margin (expressed as a percentage rate per annum in the form of a
decimal to no more than four decimal places) to be added to or
subtracted from the LIBO Rate in order to determine the interest rate
applicable to such Loan, as specified in the Competitive Bid relating
to such Loan.
"Margin Regulations" shall mean Regulations T, U and X of the
Board as from time to time in effect, and all official rulings and
interpretations thereunder or thereof.
"Margin Stock" shall have the meaning given such term under
Regulation U of the Board.
"Material Adverse Effect" shall mean a materially adverse
effect on the business, assets, operations or condition, financial or
otherwise, of the Borrower and its Subsidiaries taken as a whole (it
being understood that neither the proposed Separation Transactions nor
any event, condition or result reflected in reports or financial
statements filed with the SEC prior to November 13, 2001, shall be
deemed to give rise to a Material Adverse Effect).
"Maturity Date" shall mean December 13, 2002.
{PAGE}
11
"Monetized Debt" shall mean Indebtedness of the Borrower or a
non-operating Subsidiary of the Borrower secured by capital stock of
Persons not directly or indirectly controlled by the Borrower
(collectively, the "Available Stock"), so long as the Borrower or such
non-operating Subsidiary has at all times sufficient Available Stock so
that upon maturity or exchange prior to maturity it may satisfy
substantially all of the obligations arising under such Indebtedness
(other than obligations to pay cash coupon amounts on such
Indebtedness) solely by the delivery of Available Stock.
"Moody's" shall mean Moody's Investors Service, Inc. or any
successor rating agency.
"Operational EBITDA" shall mean, for any period operating
income (or operating loss) of the Borrower and its Consolidated
Subsidiaries, excluding the operating income (or operating loss) of
AT&T Latin America and At Home Corporation plus, to the extent deducted
in determining such operating income (or operating loss), the sum of
(a) depreciation expense, (b) amortization expense, (c) restructuring
and other charges and (d) asset impairment charges. If the Borrower
acquires (whether by purchase, merger, consolidation or otherwise) all
or substantially all of the assets or property of any other Person, or
engages in any asset sale permitted by Section 5.05, during any period
in respect of which Operational EBITDA is to be determined hereunder,
such Operational EBITDA will be determined on a pro forma basis as if
such acquisition or such asset sale occurred on the first day of the
relevant period if the Operational EBITDA attributable to such
acquisition or assets sold represents more than 10% of the Borrower's
Operational EBITDA calculated immediately prior to giving effect to
such acquisition or such asset sale.
"Paying Agent" shall have the meaning specified in the recital
of parties to this Agreement.
"Person" or "person" shall mean any natural person,
corporation, business trust, joint venture, association, company,
partnership or government, or any agency or political subdivision
thereof.
"Principal Property" of the Borrower shall mean any land, land
improvements, building and associated factory, laboratory office and
switching equipment (excluding all products marketed by the Borrower or
any Subsidiary) constituting a manufacturing facility, development
facility, warehouse facility, service facility, office facility or
operating facility (including any portion thereof), which facility (a)
is owned by or leased to the Borrower or any Restricted Subsidiary, (b)
is located within the United States and (c) has an acquisition cost
plus capitalized improvements in excess of 0.25% of Consolidated Net
Tangible Assets of the Borrower as of the date of such determination,
other than (i) any such facility, or portion thereof, which has been
financed by obligations issued by or on behalf of a State, a Territory
or a possession of the United States, or any political subdivision of
any of the foregoing, or the District of Columbia, the interest on
which is excludable from gross income of the holders thereof (other
than a "substantial user" of such facility or a "related person" as
those terms are used in Section 103 of the Code) pursuant to the
provisions of Section 103 of the Code (or any similar provisions
{PAGE}
12
hereafter enacted) as in effect at the time of issuance of such
obligations, (ii) any such facility which the Borrower's Board of
Directors may by resolution declare is not of material importance to
the Borrower and the Restricted Subsidiaries taken as a whole and (iii)
any such facility, or portion thereof, owned or leased jointly or in
common with one or more persons other than the Borrower and any
Subsidiary of the Borrower and in which the interest of the Borrower
and all Subsidiaries of the Borrower does not exceed 50%.
"Public Debt Ratings" means, as of any date, the lowest rating
(other than any rating based on, or incorporating an expectation of,
the prospective occurrence and consequences of a Separation Transaction
in which AT&T Broadband is separated from AT&T Business) that has been
most recently announced by either S&P or Moody's, as the case may be,
for any class of non-credit enhanced long-term senior unsecured debt
(the "Long-Term Senior Debt") and commercial paper (the "Short-Term
Debt") issued by the Borrower; provided that (i) if the Borrower has
caused the credit facility evidenced by this Agreement to be rated by
S&P and Moody's, then such ratings shall be used in lieu of the ratings
applicable to Long-Term Senior Debt and Short-Term Debt of the Borrower
for all purposes hereunder, (ii) if the event referred to in the
preceding clause (i) has not occurred and AT&T Business has assumed the
obligations of Borrower hereunder then the Long-Term Senior Debt and
Short-Term Debt ratings of AT&T Business will be used in lieu of such
ratings of the Borrower and (iii) if the events referred to in the
preceding clauses (i) and (ii) have not occurred but the Borrower has
delivered to the Paying Agent a guaranty in substantially the form of
Exhibit E hereto (the "AT&T Business Guarantee"), pursuant to which
AT&T Business guarantees the obligations of the Borrower under this
Agreement, the ratings established by S&P and Moody's for Long-Term
Senior Debt of AT&T Business shall be used in lieu of the ratings
applicable to Long-Term Senior Debt of the Borrower for all purposes
hereunder and, if higher, the ratings established by S&P and Moody's
for the Short-Term Debt of AT&T Business shall be used in lieu of the
ratings applicable to Short-Term Debt of the Borrower for all purposes
hereunder, in each case, for such time as the AT&T Business Guarantee
remains in effect. For purposes of the foregoing, with respect to the
Borrower or AT&T Business, as the case may be, (a) if S&P or Moody's
shall have in effect a rating for only one but not both of the
Long-Term Senior Debt or the Short-Term Debt, the Applicable Margin and
the Applicable Facility Fee Percentage shall be the lowest level that
may be determined by reference to the available rating; (b) if only one
of S&P and Moody's shall have in effect Public Debt Ratings, the
Applicable Margin and the Applicable Facility Fee Percentage shall be
determined by reference to the available rating; (c) if neither S&P nor
Moody's shall have in effect Public Debt Ratings for either of the
Long-Term Senior Debt or the Short-Term Debt, the Applicable Margin and
the Applicable Facility Fee Percentage will be set in accordance with
Level 6 under the definition of "Applicable Margin" or "Applicable
Facility Fee Percentage", as the case may be; (d) if any rating
established by S&P or Moody's shall be changed, such change shall be
effective as of the date on which such change is first announced
publicly by the rating agency making such change; and (e) if S&P or
Moody's shall change the basis on which ratings are established, each
reference to the Public Debt Ratings announced by S&P or Moody's, as
the case may be, shall refer to the then equivalent rating by S&P or
Moody's, as the case may be.
{PAGE}
13
"Register" shall have the meaning given such term in Section
8.04(d).
"Regulation D" shall mean Regulation D of the Board as from
time to time in effect and all official rulings and interpretations
thereunder or thereof.
"Required Lenders" shall mean, at any time, Lenders having
Commitments representing at least 51% of the Total Commitment or, if
the Commitments shall have been terminated, or for purposes of
acceleration pursuant to clause (ii) of Article VI, Lenders holding
Loans representing at least 51% of the aggregate principal amount of
the Loans outstanding.
"Responsible Officer" of any corporation shall mean any
executive officer or Financial Officer of such corporation and any
other officer or similar official thereof responsible for the
administration of the obligations of such corporation in respect of
this Agreement.
"Restricted Securities" shall mean any shares of capital stock
or Indebtedness of any Restricted Subsidiary (but shall not include any
Margin Stock).
"Restricted Subsidiary" shall mean (a) any Subsidiary of the
Borrower (i) which has substantially all of its property within the
United States of America, (ii) which owns or is a lessee of any
Principal Property, and (iii) in which the investment of the Borrower
and all other Subsidiaries of the Borrower exceeds 0.25% of
Consolidated Net Tangible Assets of the Borrower as of the date of such
determination; provided, however, that the term "Restricted Subsidiary"
shall not include (A) any Subsidiary of the Borrower (x) primarily
engaged in the business of purchasing, holding, collecting, servicing
or otherwise dealing in and with installment sales contracts, leases,
trust receipts, mortgages, commercial paper or other financing
instruments and any collateral or agreements relating thereto,
including in the business, individually or through partnerships, of
financing (whether through long- or short-term borrowings, pledges,
discounts or otherwise) the sales, leasing or other operations of the
Borrower and the Subsidiaries or any of them, or (y) engaged in the
business of financing the assets and operations of third parties;
318050
|
AT&T
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
AT&T CORP – i)38
EXECUTION COPY
================================================================================
AMENDED AND RESTATED 364-DAY
COMPETITIVE ADVANCE AND REVOLVING
CREDIT FACILITY AGREEMENT
Dated as of December 14, 2001
among
AT&T CORP .,
THE LENDERS PARTY HERETO,
CITIBANK, N.A., CREDIT SUISSE FIRST BOSTON,
DEUTSCHE BANK AG NEW YORK BRANCH and
GOLDMAN
SACHS CREDIT PARTNERS
_____________
AT&T Corp – Exhibit A-5 Form of Standby Borrowing Request
Exhibit B Form of Assignment and Acceptance
Exhibit C Form of Opinion of Counsel for AT&T Corp .
Exhibit D Form of Note
Exhibit E Form of AT&T Business Guaranty
Schedule 2.01 Commitments
{PAGE}
AMENDED AND RESTATED 364-
_____________
AT&T CORP – Commitments
{PAGE}
AMENDED AND RESTATED 364-DAY COMPETITIVE ADVANCE AND REVOLVING
CREDIT FACILITY AGREEMENT (the "Agreement") dated as of December [__], 2001,
among AT&T CORP ., a New York corporation (the "Borrower"), the lenders listed in
Schedule 2.01 (the "Lenders"), CITIBANK, N.A. ("Citibank"), CREDIT SUISSE FIRST
_____________
AT&T
Corp – which cross-guarantees
or cross-indemnifications in favor of the Borrower or such Subsidiary
from AT&T Wireless Services, Inc., Liberty Media Corporation, AT&T
Corp ., AT&T Broadband or AT&T Business exist and (b) Indebtedness shall
be calculated net of cash and cash equivalents held by
_____________
AT&T Corp – by telex, telecopy, graphic scanning or other telegraphic communications
equipment of the sending party, as follows:
if to the Borrower, to it at AT&T Corp ., 295 North Maple Avenue,
Basking Ridge, New Jersey 07920, Attention of Patrick Moletteri, Senior
Treasury Manager (Facsimile No. 908-630-1965) with
_____________
dt 629977
;
AT&T LatAm
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
AT&T Latin America Corp – involving AT&T Broadband.
"AT&T Business Spinoff" has the meaning set forth in Section
5.05(c).
"AT&T Latin America" means AT&T Latin America Corp ., a
Delaware corporation.
"At Home Corporation" means At Home Corporation, a Delaware
corporation.
"Attributable Debt" shall mean, as of the date of
_____________
dt 656655
;
AT&T Wireless
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
AT&T Wireless Services, – primary
obligor and (ii) guarantees of obligations for which cross-guarantees
or cross-indemnifications in favor of the Borrower or such Subsidiary
from AT&T Wireless Services, Inc., Liberty Media Corporation, AT&T
Corp., AT&T Broadband or AT&T Business exist and (b) Indebtedness shall
be calculated net
_____________
dt 606044
;
|
Citibank
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
CITIBANK, N.A. – 364-DAY
COMPETITIVE ADVANCE AND REVOLVING
CREDIT FACILITY AGREEMENT
Dated as of December 14, 2001
among
AT&T CORP.,
THE LENDERS PARTY HERETO,
CITIBANK, N.A. , CREDIT SUISSE FIRST BOSTON,
DEUTSCHE BANK AG NEW YORK BRANCH and
GOLDMAN
SACHS CREDIT PARTNERS L.P.,
as Administrative Agents,
and
CITIBANK,
_____________
CITIBANK, N.A. – N.A., CREDIT SUISSE FIRST BOSTON,
DEUTSCHE BANK AG NEW YORK BRANCH and
GOLDMAN
SACHS CREDIT PARTNERS L.P.,
as Administrative Agents,
and
CITIBANK, N.A. ,
as Paying Agent,
with
SALOMON SMITH BARNEY INC., CREDIT SUISSE
FIRST BOSTON, DEUTSCHE BANC
ALEX. BROWN INC. and GOLDMAN SACHS
CREDIT PARTNERS
_____________
CITIBANK, N.A. – of December [__], 2001,
among AT&T CORP., a New York corporation (the "Borrower"), the lenders listed in
Schedule 2.01 (the "Lenders"), CITIBANK, N.A. ("Citibank"), CREDIT SUISSE FIRST
BOSTON ("CSFB"), DEUTSCHE BANK AG NEW YORK BRANCH ("DB") and GOLDMAN SACHS
CREDIT PARTNERS L.P. ("GSCP"), as
_____________
Citibank, N.A. – waived by the Borrower, anything
contained herein to the contrary notwithstanding.
THE AGENTS
In order to expedite the transactions contemplated by this Agreement,
Citibank, N.A. is hereby appointed to act as Paying Agent on behalf of the
Lenders and Citibank, N.A., Credit Suisse First Boston, Deutsche
_____________
Citibank, N.A. – the transactions contemplated by this Agreement,
Citibank, N.A. is hereby appointed to act as Paying Agent on behalf of the
Lenders and Citibank, N.A. , Credit Suisse First Boston, Deutsche Bank AG New
York Branch and Goldman Sachs Credit Partners L.P. are hereby appointed to act
_____________
dt 638628
;
McGraw-Hill Companies
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
McGraw-Hill Companies, Inc – Accounting Standards No. 133 ("Accounting for Derivative Instruments
and Hedging Activities").
"S&P" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc . or any successor rating agency.
"Short-Term Debt" shall have the meaning assigned to such term
in the definition of Public Debt
_____________
dt 627689
;
More... |
Preview
Full Doc
| 2002 |
364-Day Competitive Advance and Revolving Credit Facility Agreement
364-Day Competitive Advance and Revolving Credit Facility Agreement (189K)
Doc #389662: Click preview link for longer preview.
364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT
among
SOUTHWEST AIRLINES CO.,
THE BANKS PARTY HERETO,
CITIBANK, N.A.,
as Syndication Agent,
BANK ONE CORPORATION
and
SUNTRUST BANK,
as Documentation Agents,
and
JPMORGAN CHASE BANK,
as Administrative Agent
As of April 23, 2002
J.P. MORGAN SECURITIES INC.
and
SALOMON SMITH BARNEY INC.,
as Joint Lead Arrangers and Joint Bookrunners
{Page}
Table of Contents
Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1
Section 1.1 Certain Defined Terms 1
Section 1.2 Computation of Time Periods 12
ARTICLE II LOANS 12
Section 2.1 Commitments 12
Section 2.2 Competitive Bid Procedure 12
Section 2.3 Committed Borrowing Procedure 14
Section 2.4 Refinancings; Conversions 15
Section 2.5 Fees 16
Section 2.6 Termination and Reduction of Commitments 16
Section 2.7 Loans 16
Section 2.8 Loan Accounts 17
Section 2.9 Interest on Loans 18
Section 2.10 Interest on Overdue Amounts 19
Section 2.11 Alternate Rate of Interest 19
Section 2.12 Prepayment of Loans 19
Section 2.13 Reserve Requirements; Change in Circumstances 20
Section 2.14 Change in Legality 22
Section 2.15 Indemnity 22
Section 2.16 Pro Rata Treatment 23
Section 2.17 Sharing of Setoffs 23
Section 2.18 Payments 24
Section 2.19 Tax Forms 24
Section 2.20 Calculation of LIBO Rates 25
Section 2.21 Booking Loans 25
Section 2.22 Quotation of Rates 25
ARTICLE III CONDITIONS OF LENDING 25
Section 3.1 Conditions Precedent 25
Section 3.2 Conditions Precedent to Each Committed Borrowing 26
Section 3.3 Conditions Precedent to Each Competitive Borrowing 26
Section 3.4 Legal Details 27
ARTICLE IV REPRESENTATIONS AND WARRANTIES 27
Section 4.1 Organization, Authority and Qualifications 27
Section 4.2 Financial Statements 28
Section 4.3 Compliance with Agreement and Laws 28
Section 4.4 Authorization; No Breach; and Valid Agreements 28
Section 4.5 Litigation and Judgments 28
Section 4.6 Ownership of Properties 28
Section 4.7 Taxes 28
Section 4.8 Approvals Required 28
Section 4.9 Business; Status as Air Carrier 29
Section 4.10 ERISA Compliance 29
Section 4.11 Insurance 29
Section 4.12 Purpose of Loan 29
Section 4.13 Investment Company Act 29
Section 4.14 General 29
ARTICLE V COVENANTS 29
Section 5.1 Performance of Obligations 29
Section 5.2 Compliance with Laws 29
Section 5.3 Maintenance of Existence Licenses
and Franchises: Compliance With Agreements 30
Section 5.4 Maintenance of Properties 30
Section 5.5 Maintenance of Books and Records 30
Section 5.6 Inspection 30
Section 5.7 Insurance 31
Section 5.8 Appraisals 31
Section 5.9 Coverage Ratio 31
Section 5.10 Reporting Requirements 31
Section 5.11 Use of Proceeds 32
Section 5.12 Pool Assets 32
Section 5.13 Restrictions on Liens 33
Section 5.14 Mergers and Dissolutions 33
Section 5.15 Assignment 34
ARTICLE VI EVENTS OF DEFAULT; REMEDIES 34
Section 6.1 Events of Default 34
Section 6.2 Remedies Upon Default 35
Section 6.3 Remedies in General 36
ARTICLE VII THE AGENTS 36
Section 7.1 Authorization and Action 36
Section 7.2 Agents' Reliance, Etc. 36
Section 7.3 Rights of Agents as Banks 37
Section 7.4 Bank Credit Decision 37
Section 7.5 Agents' Indemnity 37
Section 7.6 Successor Administrative Agent 38
Section 7.7 Notice of Default 38
Section 7.8 Documentation Agents and Syndication Agent 38
ARTICLE VIII MISCELLANEOUS 38
Section 8.1 Amendments, Etc 38
Section 8.2 Notices, Etc. 39
Section 8.3 No Waiver; Remedies 40
Section 8.4 Costs, Expenses and Taxes 40
Section 8.5 Indemnity 40
Section 8.6 Right of Setoff 41
SECTION 8.7 GOVERNING LAW 41
Section 8.8 Submission To Jurisdiction; Waivers 41
Section 8.9 Survival of Representations and Warranties 41
Section 8.10 Binding Effect 41
Section 8.11 Successors and Assigns; Participations 42
Section 8.12 Independence of Covenants 44
Section 8.13 Severability 44
Section 8.14 Integration 44
Section 8.15 Descriptive Headings 44
Section 8.16 Execution in Counterparts 45
Section 8.17 WAIVERS OF JURY TRIAL 45
SCHEDULES
Location of Lending Office; Notice Information Schedule I
Pool Assets Schedule II
{Page}
EXHIBITS
Form of Competitive Bid Request Exhibit A-1
Form of Notice of Committed Borrowing Exhibit A-2
Form of Notice to Banks of Competitive Bid Request Exhibit B
Form of Competitive Bid Exhibit C
Form of Competitive Note Exhibit D-1
Form of Committed Note Exhibit D-2
Form of Company's Internal Counsel Opinion Exhibit E-1
Form of Company's Outside Counsel Opinion Exhibit E-2
Form of Agents' Counsel Opinion Exhibit E-3
Form of Financial Report Certificate Exhibit F
Form of Assignment and Acceptance Exhibit G
Form of Appraisal Exhibit H
{Page}
364-DAY COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT
364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY
AGREEMENT dated as of April 23, 2002, among SOUTHWEST AIRLINES CO., a Texas
corporation (the "Company"), the Banks, JPMORGAN CHASE BANK, a New York banking
corporation, as administrative agent for the Banks (in such capacity, the
"Administrative Agent"), CITIBANK, N.A., a national banking association, as
syndication agent for the Banks (in such capacity, the "Syndication
Agent"), BANK ONE CORPORATION, a Delaware corporation and SUNTRUST BANK, a
Georgia corporation, as documentation agents for the Banks (collectively, in
such capacity, the "Documentation Agents"). The Company has requested the
Banks to extend credit to the Company in order to enable it to borrow on a
revolving credit basis on and after the Effective Date and at any time and
from time to time prior to the Termination Date (each as herein defined) in
an aggregate principal amount not in excess of $287,500,000 at any time
outstanding. The maturity of such borrowings may be extended by one year
pursuant to a term-out option described herein. The Company has also
requested the Banks to provide a procedure pursuant to which the Company may
designate that all of the Banks be invited to bid on an uncommitted basis on
borrowings by the Company scheduled to mature on or prior to the Termination
Date. The Banks are willing to extend such credit to the Company on the
terms and conditions herein set forth. Accordingly, the Company, the Agents,
and the Banks agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.1 Certain Defined Terms. As used in this Agreement,
the following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms
defined):
"Adjusted Pre-Tax Income" of any Person means, with respect to any
period, net income before taxes of such Person for such period, but excluding
389662
|
ABN AMRO Bank
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement:
ABN AMRO BANK N.V.
– Bank and as
Documentation Agent
By:
Name: ______________________________
Title:______________________________
$25,000,000 SUNTRUST BANK, as a Bank and as
Documentation Agent
By:
Name: ______________________________
Title:______________________________
$17,500,000 ABN AMRO BANK N.V.
By:
Name: ______________________________
Title:______________________________
$17,500,000 BARCLAYS BANK PLC
By:
Name: ______________________________
Title:______________________________
$17,500,000 BNP PARIBAS
By:
Name: ______________________________
Title: _______________________________
$17,500,000
_____________
dt 1470803
;
Citibank
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement:
CITIBANK, N.A. – EXHIBIT 10.2 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT
{TEXT}
364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT
among
SOUTHWEST AIRLINES CO.,
THE BANKS PARTY HERETO,
CITIBANK, N.A. ,
as Syndication Agent,
BANK ONE CORPORATION
and
SUNTRUST BANK,
as Documentation Agents,
and
JPMORGAN CHASE BANK,
as Administrative Agent
As of April 23, 2002
J.P. MORGAN SECURITIES INC.
_____________
CITIBANK, N.A. – SOUTHWEST AIRLINES CO., a Texas
corporation (the "Company"), the Banks, JPMORGAN CHASE BANK, a New York banking
corporation, as administrative agent for the Banks (in such capacity, the
"Administrative Agent"), CITIBANK, N.A. , a national banking association, as
syndication agent for the Banks (in such capacity, the "Syndication
Agent"), BANK ONE CORPORATION, a Delaware corporation and SUNTRUST BANK, a
Georgia corporation, as
_____________
Citibank, N.A. – Authorization and Action. Each Bank hereby irrevocably
appoints and authorizes (a) JPMorgan Chase Bank to act as its Administrative
Agent hereunder and under each of the other Loan Papers, (b) Citibank, N.A. to
act as Syndication Agent hereunder and (c) Bank One Corporation and SunTrust
Bank to act as Documentation Agents hereunder. JPMorgan Chase Bank consents to
such appointment and agrees
_____________
Citibank, N.A. – to act as Documentation Agents hereunder. JPMorgan Chase Bank consents to
such appointment and agrees to perform the duties of the Administrative Agent
hereunder and under the other Loan Papers. Citibank, N.A. consents to such
appointment and agrees, in consultation with the Company and the Administrative
Agent, to select a syndicate of Banks to participate in the Commitments. Each
Bank authorizes
_____________
CITIBANK, N.A. – By:
Name: ______________________________
Title:______________________________
{Page}
$30,000,000 JPMORGAN CHASE BANK, as a Bank, an Issuing
Bank and as Administrative Agent
By:
Name: ______________________________
Title:______________________________
$30,000,000 CITIBANK, N.A. , as a Bank and as Syndication Agent
By:
Name: ______________________________
Title:______________________________
$25,000,000 BANK ONE CORPORATION, as a Bank and as
Documentation Agent
By:
Name: ______________________________
Title:
_____________
dt 1478283
;
McGraw-Hill Companies
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement:
McGraw-Hill Companies, Inc – including
Eurocurrency Liabilities having a term equal to such Interest Period.
"Rights" means rights, remedies, powers, and privileges.
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc .
"Stage 3 Airframes" and "Stage 3 Engines" mean airframes or engines,
respectively, owned by the Company and qualifying as Stage 3 airplanes, as set
forth in Federal Aviation Regulation
_____________
dt 1516444
;
|
Southwest
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement:
SOUTHWEST AIRLINES CO. – 2
{SEQUENCE}4
{FILENAME}ex10_2.txt
{DESCRIPTION}EXHIBIT 10.2 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT
{TEXT}
364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT
among
SOUTHWEST AIRLINES CO. ,
THE BANKS PARTY HERETO,
CITIBANK, N.A.,
as Syndication Agent,
BANK ONE CORPORATION
and
SUNTRUST BANK,
as Documentation Agents,
and
JPMORGAN CHASE BANK,
as Administrative Agent
As of April
_____________
SOUTHWEST AIRLINES CO. – of Appraisal Exhibit H
{Page}
364-DAY COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT
364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY
AGREEMENT dated as of April 23, 2002, among SOUTHWEST AIRLINES CO. , a Texas
corporation (the "Company"), the Banks, JPMORGAN CHASE BANK, a New York banking
corporation, as administrative agent for the Banks (in such capacity, the
"Administrative Agent"), CITIBANK, N.
_____________
SOUTHWEST AIRLINES CO. – COUNTERCLAIM THEREIN
{Page}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
SOUTHWEST AIRLINES CO.
By:
Name: ______________________________
Title:______________________________
{Page}
$30,000,000 JPMORGAN CHASE BANK, as a Bank, an Issuing
Bank and as Administrative Agent
By:
Name: ______________________________
Title:______________________________
$30,000,
_____________
dt 1338361
;
BNY
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement:
Bank of New York, – rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by
_____________
dt 1583540
;
More... |
Preview
Full Doc
| 2003 |
364-Day Credit Agreement
364-Day Credit Agreement (317K)
Doc #152434: Click preview link for longer preview.
CREDIT AGREEMENT
This CREDIT AGREEMENT (Agreement) is entered into as of September 22, 2003 among ONEOK, INC., an Oklahoma corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
Administrative Agent means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
Administrative Agents Office means the Administrative Agents address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent.
Affiliate means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Controlling and Controlled have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.
Agent-Related Persons means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
Aggregate Commitments means the Commitments of all the Lenders.
Agreement means this Credit Agreement.
Applicable Rate means, from time to time, the following percentages, set forth in basis points per annum, based upon the Debt Rating as set forth below:
1
Pricing Level
Debt Ratings
S&P/Moodys
Facility Fee
Eurodollar
Rate *
Letters of
Credit
Utilization
Fee
1
A+/A1 or better
7.5
22.5
10.0
2
A/A2
8.0
27.0
10.0
3
A-/A3
9.5
40.5
10.0
4
BBB+/Baa1
11.0
64.0
12.5
5
BBB/Baa2
13.5
74.0
12.5
6
BBB-/Baa3
17.5
82.5
25.0
7
Lower than BBB-/Baa3 or unrated
25.0
125.0
25.0
* Term-Out: In the event the Borrower elects its Term-Out option pursuant to Section 2.14, the Applicable Rate for Eurodollar Rate Loans shall be increased by 25 basis points.
Debt Rating means, as of any date of determination, the rating as determined by either S&P or Moodys (collectively, the Debt Ratings) of the Borrowers non-credit-enhanced, senior unsecured long-term debt; provided that if a Debt Rating is issued by each of the foregoing rating agencies, then the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 7 being the lowest), unless there is a split in Debt Ratings of more than one level, in which case the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply; provided, however, in the case of any split in Debt Ratings, if one of the Debt Ratings is at Pricing Level 7, then Pricing Level 7 shall apply.
Initially, the Applicable Rate shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.01(a)(viii). Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period commencing on the date of delivery by the Borrower to the Administrative Agent of notice thereof pursuant to Section 6.03(g) and ending on the date immediately preceding the effective date of the next such change and, in the case of a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.
Arranger means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.
Assignment and Assumption means an Assignment and Assumption substantially in the form of Exhibit D.
Attorney Costs means and includes all fees, expenses and disbursements of any law firm or other external counsel and, without duplication, the allocated cost of internal legal services and all expenses and disbursements of internal counsel.
Attributable Indebtedness means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of
2
such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.
Audited Financial Statements means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2002 and the related consolidated statements of income or operations, shareholders equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.
Availability Period means the period from and including the Closing Date to the earliest of (a) the Stated Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.05, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.
Bank of America means Bank of America, N.A. and its successors.
Base Rate means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its prime rate. The prime rate is a rate set by Bank of America based upon various factors including Bank of Americas costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
Base Rate Loan means a Loan that bears interest based on the Base Rate.
Borrower has the meaning specified in the introductory paragraph hereto.
Borrowing means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.
Business Day means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agents Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
Cash Collateralize has the meaning specified in Section 2.03(g).
Change of Control means, with respect to any Person, an event or series of events by which:
(a) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) after the Closing Date becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have beneficial ownership of all securities that such person or group has the right to acquire (such right, an option right), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more of the equity securities of such Person entitled to vote for members of the board of directors or
152434
|
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK – L/C Issuer,
BANK ONE, NA,
and
WACHOVIA BANK, N.A.,
as Co-Syndication Agents
ABN AMRO BANK N.V.,
and
CITIBANK, N.A.
as Co-Documentation Agents
and
The Lenders Party Hereto
ABN AMRO BANK – as
a Lender
By: /s/
Name:
Title:
[Signature Page to ONEOK 364-Day Credit Agreement]
ABN AMRO BANK N.V., as
a Lender
By: /s/
Name:
Title:
By: /s/
Name:
Title:
[Signature Page
ABN AMRO Bank – A.
$
80,000,000
9.411764700
%
Wachovia Bank, National Association
$
80,000,000
9.411764700
%
ABN AMRO Bank N.V.
$
80,000,000
9.411764700
%
Citibank, N.A.
$
80,000,000
9.411764700
%
dt 45233
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – Agent and
L/C Issuer,
BANK ONE, NA,
and
WACHOVIA BANK, N.A.,
as Co-Syndication Agents
ABN AMRO BANK N.V.,
and
CITIBANK, N.A.
as Co-Documentation Agents
and
The Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC,
Sole Lead Arranger and Sole Book Manager
TABLE
_____________
CITIBANK, N.A. – AMRO BANK N.V., as
a Lender
By: /s/
Name:
Title:
By: /s/
Name:
Title:
[Signature Page to ONEOK 364-Day Credit Agreement]
CITIBANK, N.A. , as
a Lender
By: /s/
Name:
Title:
[Signature Page to ONEOK 364-Day Credit Agreement]
THE ROYAL BANK OF SCOTLAND PLC, as
_____________
Citibank, N.A. – 000,000
9.411764700
%
Wachovia Bank, National Association
$
80,000,000
9.411764700
%
ABN AMRO Bank N.V.
$
80,000,000
9.411764700
%
Citibank, N.A.
$
80,000,000
9.411764700
%
The Royal Bank of Scotland PLC
$
65,000,000
7.647058800
%
SunTrust Bank
$
65,000,000
7.
_____________
dt 145939
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – equity interest.
Revolving Loans has the meaning specified in Section 2.01.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc . and any successor thereto.
SEC means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
_____________
dt 310831
;
|
ONEOK
As referenced in this 364-Day Credit Agreement:
ONEOK, INC. – Day Credit Agreement
EX-10.1 3 dex101.htm 364-DAY CREDIT AGREEMENT
Exhibit 10.1
$850,000,000
364-DAY CREDIT AGREEMENT
Dated as of September 22, 2003
among
ONEOK, INC. ,
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent and
L/C Issuer,
BANK ONE, NA,
and
WACHOVIA BANK, N.A.,
as Co-Syndication Agents
ABN AMRO
_____________
ONEOK, INC. – E
Opinion of Gable & Gotwals
F
Opinion of Locke Liddell & Sapp LLP
iv
CREDIT AGREEMENT
This CREDIT AGREEMENT (Agreement) is entered into as of September 22, 2003 among ONEOK, INC. , an Oklahoma corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent
_____________
ONEOK, Inc. – administrative agent, and a syndicate of lenders, as amended.
Existing Lenders shall mean the lenders under the Existing Credit Agreement.
Existing Plans means the (a) Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries, (b) Employee Stock Purchase Plan for Employees of ONEOK, Inc. and Subsidiaries, (c) ONEOK, Inc. Long-Term Incentive Plan, (d) ONEOK, Inc. Stock Compensation Plan for Non-
_____________
ONEOK, Inc. – mean the lenders under the Existing Credit Agreement.
Existing Plans means the (a) Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries, (b) Employee Stock Purchase Plan for Employees of ONEOK, Inc. and Subsidiaries, (c) ONEOK, Inc. Long-Term Incentive Plan, (d) ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors, (e) ONEOK, Inc. Deferred Compensation Plan for Non-Employee Directors; (
_____________
ONEOK, Inc. – Existing Credit Agreement.
Existing Plans means the (a) Thrift Plan for Employees of ONEOK, Inc. and Subsidiaries, (b) Employee Stock Purchase Plan for Employees of ONEOK, Inc. and Subsidiaries, (c) ONEOK, Inc. Long-Term Incentive Plan, (d) ONEOK, Inc. Stock Compensation Plan for Non-Employee Directors, (e) ONEOK, Inc. Deferred Compensation Plan for Non-Employee Directors; (f) ONEOK, Inc. Stock Purchase
_____________
dt 1501219
;
Royal Bank
As referenced in this 364-Day Credit Agreement:
ROYAL BANK OF SCOTLAND PLC, – 364-Day Credit Agreement]
CITIBANK, N.A., as
a Lender
By: /s/
Name:
Title:
[Signature Page to ONEOK 364-Day Credit Agreement]
THE ROYAL BANK OF SCOTLAND PLC, as
a Lender
By: /s/
Name:
Title:
[Signature Page to ONEOK 364-Day Credit Agreement]
SUNTRUST BANK, as
a Lender
By: /s/
_____________
Royal Bank of Scotland PLC
– 000,000
9.411764700
%
ABN AMRO Bank N.V.
$
80,000,000
9.411764700
%
Citibank, N.A.
$
80,000,000
9.411764700
%
The Royal Bank of Scotland PLC
$
65,000,000
7.647058800
%
SunTrust Bank
$
65,000,000
7.647058800
%
UBS AG, Cayman Islands Branch
$
65,000,000
7.647058800
%
_____________
dt 225447
;
More... |
Preview
Full Doc
| 2003 |
Credit Agreement (364-Day)
Credit Agreement (364-Day) (245K)
Doc #154371: Click preview link for longer preview.
This CREDIT AGREEMENT (364-DAY), dated as of April 10, 2003, is entered into by and among ALLIANCE DATA SYSTEMS CORPORATION, a Delaware corporation (the "Borrower"), the Guarantors from time to time party hereto, the Banks from time to time party hereto, and HARRIS TRUST AND SAVINGS BANK, as Administrative Agent and Letter of Credit Issuer.
WHEREAS, the Borrower has requested that the Banks provide a 364-day credit facility to the Borrower on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. The following terms, as used herein, have the following meanings:
"Administrative Agent" means Harris Trust and Savings Bank in its capacity as agent for the Banks hereunder, and its successors in such capacity.
"ADSI" means ADS Alliance Data Systems, Inc., a Delaware corporation.
"ADSNZ" means ADSNZ Alliance Data Systems New Zealand, a New Zealand corporation.
"Affected Loans" has the meaning set forth in Section 2.11(c).
"Affiliate" means (i) any Person that directly, or indirectly through one or more intermediaries, controls the Borrower (a "Controlling Person") or (ii) any Person (other than the Borrower or a Subsidiary thereof) which is controlled by or is under common control with a Controlling Person. As used herein, the term "control" means possession, directly or indirectly, of the power to vote 10% or more of any class of voting securities of a Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The Affiliate of a Person shall include any officer or director of such Person.
"Agreement" means this Credit Agreement (364-Day), as modified, supplemented, amended, restated (including any amendment and restatement hereof), extended, renewed or refinanced from time to time.
"Applicable Commitment Fee Percentage" means a rate per annum equal to the applicable rate specified in the pricing schedule attached hereto as Appendix 1.
"Applicable Lending Office" means, with respect to any Bank, (i) in the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office.
"Assignment and Assumption Agreement" means an appropriately completed Assignment and Assumption Agreement in the form of Exhibit A hereto.
"Bank" means each bank listed on the signature pages hereof, each Assignee which becomes a Bank pursuant to Section 11.6(c), and their respective successors.
"Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day.
"Base Rate Loan" means (i) a Loan which bears interest at the Base Rate pursuant to the provisions of Articles 2 or 9 hereof or (ii) an overdue amount which was a Base Rate Loan immediately before it became overdue.
"Base Rate Margin" means a percentage per annum equal to the applicable percentage specified in the pricing schedule attached hereto as Appendix 1.
"Beneficiaries" has the meaning set forth in Section 10.1.
"Benefit Arrangement" means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.
"Borrower" has the meaning provided in the first paragraph of this Agreement.
"Borrowing" has the meaning set forth in Section 1.3.
"Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in Chicago, Illinois are authorized by law to close and, if the applicable Business Day relates to an advance or continuation of, or conversion into, or payment of, a Euro-Dollar Loan, on which commercial banks are open for international business (including dealing in U.S. Dollar deposits) in London, England.
"Canadian Credit Agreement" means the Canadian Credit Agreement dated as of April 10, 2003 among Loyalty Management, the guarantors from time to time party thereto, the financial institutions from time to time party thereto, and Harris Trust and Savings Bank, as Administrative Agent, as the same may be amended, modified, supplemented, replaced or refinanced from time to time.
"Canadian Pledge Agreement" means the Pledge Agreement, dated as of April 10, 2003, by and between the Borrower, Loyalty Management, ADSI and the Collateral Agent, as such agreement may be amended, modified or supplemented from time to time.
"Canadian Scheme License" means the Amended and Restated License to Use and Exploit the Air Miles Scheme in Canada, made as of July 24, 1998, between Air Miles International Trading B.V. and Loyalty Management, as such may be amended from time to time.
"Canadian Trademark License" means the Amended and Restated License to Use the Air Miles Trade Marks in Canada, dated July 24, 1998, between Air Miles International Holdings N.V. and Loyalty Management Group Canada Inc., as such may be amended from time to time.
"Change of Control" means (i) the Borrower shall cease to own and control 100% of the capital stock of Loyalty Management, (ii) the Borrower shall cease to own and control 100% of the capital stock of WFNNB or (iii) the acquisition by any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) at any time of beneficial ownership of 30% or more of the outstanding Voting Stock of the Borrower on a fully-diluted basis, other than acquisitions of such interests by the Welsh, Carson, Anderson & Stowe Partnerships or The Limited; provided, that common stock owned by employees (either individually or through employee stock ownership or other stock based benefit plans) of the Borrower and its Subsidiaries shall not be included in the calculation of ownership interests for purposes of this definition or any "change of control."
"Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect on the Effective Date and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.
"Collateral" means the "Collateral," as defined in the Pledge Agreements.
"Collateral Agent" means Harris Trust and Savings Bank, acting as Collateral Agent on behalf of the Secured Creditors, and its successors in such capacity.
"Commitment" means, (i) with respect to each Bank listed on the signature pages hereof, the amount set forth opposite its name on Schedule I hereto under the heading "Commitment" and (ii) with respect to each assignee that becomes a Bank pursuant to Section 11.6(c), the amount of the Commitment thereby assumed by it, in each case as such amount may be increased pursuant to
2
Section 2.16, increased or reduced from time to time pursuant to Section 11.6(c) or reduced from time to time pursuant to Section 2.8.
"Commitment Amount Increase" has the meaning set forth in Section 2.16.
"Commitment Amount Increase Request" means a Commitment Amount Increase Request in the form of Exhibit D.
"Consolidated Capital Expenditures" of any Person means, for any period, the additions to property, plant and equipment and other capital expenditures of such Person and its Consolidated Subsidiaries for such period, as the same are or would be set forth in a consolidated statement of cash flows of such Person and its Consolidated Subsidiaries for such period.
"Consolidated Debt" of any Person means, at any date, the Debt of such Person and its Consolidated Subsidiaries, determined on a consolidated basis as of such date.
"Consolidated EBIT" of any Person means, for any period, Consolidated Net Income of such Person for such period, adjusted by adding thereto the Total Interest Expense determined on a consolidated basis and taxes based on income, all with respect to such period.
"Consolidated Interest Expense" of any Person means, for any period, the Total Interest Expense of such Person and its Consolidated Subsidiaries determined on a consolidated basis for such period.
"Consolidated Net Income" of any Person means, for any fiscal period, the net income of such Person and its Consolidated Subsidiaries, determined on a consolidated basis for such period, exclusive of the effect of any extraordinary or other nonrecurring gain and loss and excluding all non-cash adjustments; provided that any cash payment made (or received) with respect to any such non-cash charge, expense or loss shall be subtracted (added) in computing Consolidated Net Income during the period in which such cash payment is made (or received).
"Consolidated Net Worth" of any Person means at any date the consolidated stockholders' equity of such Person and its Consolidated Subsidiaries.
"Consolidated Operating EBITDA" of any Person means, for any fiscal period, Consolidated EBIT for such Person for such period, adjusted by (i) adding thereto the amount of all depreciation and amortization expenses that were deducted in determining Consolidated EBIT, (ii) adding thereto the change from the prior period in the Deferred Revenue Account, and (iii) subtracting therefrom the change from the prior period in the Restricted Cash Account.
"Consolidated Subsidiary" of any Person means, at any date, any Subsidiary or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date.
"Consolidated Total Assets" of any Person means total assets of such Person and its Subsidiaries, determined on a consolidated basis in accordance with generally accepted accounting principles.
"Credit Document" means this Agreement, the Notes, the Pledge Agreements, the Related Credit Agreement, the Canadian Credit Agreement, the WFNNB Note and each other document (including any additional guarantees) executed or delivered in connection herewith or therewith.
"Credit Party" shall mean each Borrower, each Guarantor, and with respect to its obligations under the WFNNB Note only, WFNNB.
"Debt" of any Person means at any date, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of
154371
|
ADS Alliance
As referenced in this Credit Agreement (364-Day):
ADS Alliance Data Systems, – means Harris Trust and Savings Bank in its capacity as agent for the Banks hereunder, and its successors in such capacity.
"ADSI" means ADS Alliance Data Systems, Inc., a Delaware corporation.
"ADSNZ" means ADSNZ Alliance Data Systems New Zealand, a New Zealand corporation.
"Affected Loans" has the meaning set
_____________
ADS ALLIANCE DATA SYSTEMS, – 4899
With a copy to:
Address:
17655 Waterview Parkway
Dallas, TX 75252
Attention:
General Counsel
Telephone:
(972) 348-5677
Facsimile:
(972) 348-5150
ADS ALLIANCE DATA SYSTEMS, INC., as a Guarantor
By
/s/ ROBERT P. ARMIAK
Name
Robert P. Armiak, CCM
Title
Senior Vice President, Treasurer
Address:
800 Tech
_____________
dt 185969
;
Alliance Data
As referenced in this Credit Agreement (364-Day):
Alliance Data Systems Corp. – SCHEDULE II
ALLIANCE DATA SYSTEMS CORPORATION
INVESTMENT POLICY
STATEMENT OF PURPOSE
The purpose of this policy is to institute proper guidelines for the ongoing management of the cash investments of Alliance Data Systems Corp. and its subsidiaries.
INVESTMENT OBJECTIVES
The assets are to be invested in a manner, which preserves capital, provides adequate liquidity, maintains appropriate diversification and generates returns relative to these
_____________
dt 1456773
;
Fannie Mae
As referenced in this Credit Agreement (364-Day):
Federal National Mortgage Association – S. Government including Government National Mortgage Association, Federal Home Loan Bank, Federal Farm Credit Bank, Federal National Mortgage Association , Student Loan Marketing Association, and World Bank. Investments can include Notes, Discount Notes, Medium
_____________
dt 80438
;
|
BNY
As referenced in this Credit Agreement (364-Day):
Bank of New York – System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, that (i) if such day is
dt 42006
;
Bank One
As referenced in this Credit Agreement (364-Day):
BANK ONE, NA – N.E. 3rd Floor Mail Code 1921
Atlanta, GA 30308
Attention: Brian Peters
Telephone: (404) 827-6118
Facsimile: (404) 588-8833
S-3
BANK ONE, NA , (Main Office Chicago)
By /s/ MARK WASDEN
Name Mark Wasden
Title Director
Address:
1 Bank One Plaza
IL1 0085
Chicago, IL 60670
_____________
dt 100070
;
More... |
Preview
Full Doc
| 2003 |
364-Day Credit Agreement
364-Day Credit Agreement (231K)
Doc #176110: Click preview link for longer preview.
$400,000,000
364-DAY CREDIT AGREEMENT
CHEVRON PHILLIPS CHEMICAL COMPANY LLC,
a Borrower,
CHEVRON PHILLIPS CHEMICAL COMPANY LP,
a Borrower,
BARCLAYS BANK PLC,
Administrative Agent,
THE ROYAL BANK OF SCOTLAND plc,
Syndication Agent,
THE BANK OF NOVA SCOTIA,
THE BANK OF TOKYO-MITSUBISHI LTD.,
and,
SUMITOMO MITSUI BANKING CORPORATION,
Co-Documentation Agents
Dated as of August 28, 2003
BARCLAYS CAPITAL,
as Co-Lead Arranger and Book . . .
176110
|
Chevron
As referenced in this 364-Day Credit Agreement:
CHEVRON – 4832_1ex10d1.htm EX-10.1
Exhibit 10.1
$400,000,000
364-DAY CREDIT AGREEMENT
CHEVRON PHILLIPS CHEMICAL COMPANY LLC,
a Borrower,
CHEVRON PHILLIPS CHEMICAL COMPANY LP,
a Borrower,
BARCLAYS
CHEVRON – 1
$400,000,000
364-DAY CREDIT AGREEMENT
CHEVRON PHILLIPS CHEMICAL COMPANY LLC,
a Borrower,
CHEVRON PHILLIPS CHEMICAL COMPANY LP,
a Borrower,
BARCLAYS BANK PLC,
Administrative Agent,
THE ROYAL BANK
CHEVRON – or Continuation Request
iii
364-DAY CREDIT AGREEMENT, dated as of August 28, 2003, among CHEVRON PHILLIPS CHEMICAL COMPANY LLC, a Delaware limited liability company (the LLC), CHEVRON PHILLIPS CHEMICAL
CHEVRON – 28, 2003, among CHEVRON PHILLIPS CHEMICAL COMPANY LLC, a Delaware limited liability company (the LLC), CHEVRON PHILLIPS CHEMICAL COMPANY LP, a Delaware limited partnership which is wholly-owned, indirectly, by
Chevron – options exercisable for, exchangeable for or convertible into such an equity interest in such Person.
Chevron Texaco: ChevronTexaco Corporation, a Delaware corporation.
2
Closing Date: August 28, 2003.
Code: the Internal
dt 50887
;
ConocoPhillips
As referenced in this 364-Day Credit Agreement:
ConocoPhillips: – of such Person, to shares of Capital Stock of any other class of such Person.
Confidential Information: as defined in subsection 9.4.
ConocoPhillips: ConocoPhillips, a Delaware corporation.
Consolidated Net Assets: at any date, the total amount (without duplication) of assets of the LLC and its
_____________
ConocoPhillips, – such Person, to shares of Capital Stock of any other class of such Person.
Confidential Information: as defined in subsection 9.4.
ConocoPhillips: ConocoPhillips, a Delaware corporation.
Consolidated Net Assets: at any date, the total amount (without duplication) of assets of the LLC and its Subsidiaries
_____________
ConocoPhillips, – days or an order or decree approving or ordering any of the foregoing shall be entered;
(h) (i) with respect to clause (A), ConocoPhillips, ChevronTexaco or any of their respective Affiliates shall as to either Borrower, and (ii) with respect to all clauses in this subsection
_____________
ConocoPhillips – effect on the business, consolidated financial position or results of operations of the Borrowers and their Subsidiaries taken as a whole; or
(k) ConocoPhillips and/or ChevronTexaco shall cease to own, directly or indirectly, in the aggregate at least 50% of the Common Stock of, and the
_____________
ConocoPhillips – Ladies and Gentlemen:
I am Counsel of Chevron Phillips Chemical Company LLC, a Delaware limited liability company (the LLC) owned equally, indirectly, by ConocoPhillips and ChevronTexaco Corporation, and of Chevron Phillips Chemical Company LP, a Delaware limited partnership wholly-owned, indirectly, by the LLC (the LP; and,
_____________
dt 94580
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – Loans aggregating more than 50% of the aggregate outstanding principal amount of Loans.
S&P: Standard & Poors Ratings Service, a division of the McGraw-Hill Companies, Inc ., and its successors.
Same Day Lender: Barclays Bank PLC, in its capacity as lender of Same Day Loans hereunder.
Same Day Loan:
_____________
dt 311118
;
|
Royal Bank
As referenced in this 364-Day Credit Agreement:
ROYAL BANK OF SCOTLAND plc, – DAY CREDIT AGREEMENT
CHEVRON PHILLIPS CHEMICAL COMPANY LLC,
a Borrower,
CHEVRON PHILLIPS CHEMICAL COMPANY LP,
a Borrower,
BARCLAYS BANK PLC,
Administrative Agent,
THE ROYAL BANK OF SCOTLAND plc,
Syndication Agent,
THE BANK OF NOVA SCOTIA,
THE BANK OF TOKYO-MITSUBISHI LTD.,
and,
SUMITOMO MITSUI BANKING CORPORATION,
Co-Documentation Agents
Dated
_____________
ROYAL BANK OF SCOTLAND plc, – SUMITOMO MITSUI BANKING CORPORATION,
Co-Documentation Agents
Dated as of August 28, 2003
BARCLAYS CAPITAL,
as Co-Lead Arranger and Book Manager
THE ROYAL BANK OF SCOTLAND plc,
as Co-Lead Arranger
TABLE OF CONTENTS
SECTION 1.
DEFINITIONS
1.1
Defined Terms
1.2
Other Definitional Provisions
SECTION 2.
AMOUNT
_____________
ROYAL BANK OF SCOTLAND plc, – time to time parties to this Agreement (collectively, the Lenders; individually, a Lender), BARCLAYS BANK PLC, as administrative agent (the Administrative Agent), THE ROYAL BANK OF SCOTLAND plc, as syndication agent (the Syndication Agent), and THE BANK OF NOVA SCOTIA, THE BANK OF TOKYO-MITSUBISHI LTD. and SUMITOMO MITSUI BANKING
_____________
Royal Bank of Scotland plc, – Agent: as defined in the preamble.
Co-Lead Arranger: means either Barclays Capital, the investment banking division of Barclays Bank PLC or The Royal Bank of Scotland plc, each a Co-Lead Arranger and together the Co-Lead Arrangers).
Commitment: as to any Lender, its obligation to make Loans to
_____________
Royal Bank of Scotland plc, – the Prior Credit Agreement) entered into as of August 29, 2002 by and among the Borrowers, Barclays Bank PLC, as administrative agent, The Royal Bank of Scotland plc, as syndication agent, The Bank of Tokyo-Mitsubishi Ltd. and Sumitomo Mitsui Banking Corporation, as co-documentation agents, and the Lenders, along
_____________
dt 225466
;
BofA
As referenced in this 364-Day Credit Agreement:
BANK OF AMERICA, – SIENA S.p.A., as a
Lender
By:
Name:
Title:
By:
Name:
Title:
S - 12
BANK OF AMERICA, N.A., as a Lender
By:
Name:
Title:
S - 13
THE BANK OF NEW
Bank of America, – York, New York 10022
Attention: Mei Tam
Telecopier: (212) 891-3661
Telephone: (212 ) 891-3649
Bank of America, N.A.
$
17,500,000.00
Address for Notices:
Bank of America, N.A.
Bank of America, – 212 ) 891-3649
Bank of America, N.A.
$
17,500,000.00
Address for Notices:
Bank of America, N.A.
333 Clay Street, Suite 4550
Houston, Texas 77002
Attention: Claire Liu
Telecopier: (
Bank of America, – Texas 77002
Attention: Claire Liu
Telecopier: (713) 651-4807
Telephone: (713) 651-4855
Lending Office:
Bank of America, N.A.
901 Main Street, 14th Floor
Dallas, TX 75202
Attention: Ben Cosgrove
Telecopier: (
Bank of America, – Houston Agency, a Lender
Banca Monte dei Paschi di Siena S.p.A., a Lender
Bank of America, N.A., a Lender
The Bank of New York, a Lender
Den norske Bank
dt 40448
;
More... |
Preview
Full Doc
| 2004 |
364-Day Credit Agreement
364-Day Credit Agreement (22K)
Doc #202248: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
Dated as of December 9, 2003
PEPSIAMERICAS, INC., a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") and initial issuing banks (the "Initial Issuing Banks") listed on the signature pages hereof, BANK ONE, NA, as syndication agent, BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, as documentation agents, CITIGROUP GLOBAL MARKETS INC. and BANC ONE CAPITAL MARKETS, INC. as joint lead arrangers, and CITICORP USA, INC. ("Citicorp"), as agent (the "Agent") for the Lenders (as hereinafter defined), agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
"Advance" means a Revolving Credit Advance or a Competitive Bid Advance.
"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person means the possession, direct or indirect, of the power to vote 10% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.
"Agent's Account" means the account of the Agent maintained by the Agent at Citibank at its office at 388 Greenwich Street, New York, New York 10013, Account No. 36852248, Attention: Bank Loan Syndications.
"Applicable Lending Office" means, with respect to each Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance and, in the case of a Competitive Bid Advance, the office of such Lender notified by such Lender to the Agent as its Applicable Lending Office with respect to such Competitive Bid Advance.
"Applicable Margin" means (a) for Base Rate Advances, 0% per annum and (b) for Eurodollar Rate Advances, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:
202248
|
Citibank
As referenced in this 364-Day Credit Agreement:
Citibank, N.A. – relates to any Eurodollar Rate Advances or LIBO Rate Advances, on which dealings are carried on in the London interbank market.
"Citibank" means Citibank, N.A.
"Commitment" means a Revolving Credit Commitment or a Letter of Credit Commitment.
"Competitive Bid Advance" means an advance by a Lender to
_____________
CITIBANK, N.A. – Treasurer
CITICORP USA, INC.,
as Agent
By: /s/ Judith Green
Title: Vice President
Letter of Credit Commitment
Initial Issuing Banks
$50,000,000
CITIBANK, N.A.
By: /s/ Judith Green
Title: Vice President
$50,000,000
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Page Mesaros
Title: Vice President
$100,
_____________
dt 146316
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
CITICORP USA, INC – OF AMERICA, N.A.
and
JPMORGAN CHASE BANK
as Documentation Agents
and
and
BANC ONE SECURITIES LLC
as Joint Lead Arranger>
and
CITICORP USA, INC .
as Agent
TABLE OF CONTENTS
ARTICLE I
SECTION 1.01.
Certain Defined Terms
SECTION 1.02.
Computation of Time Periods
SECTION 1.
_____________
CITICORP USA, INC – A. and JPMORGAN CHASE BANK, as documentation agents, CITIGROUP GLOBAL MARKETS INC. and BANC ONE CAPITAL MARKETS, INC. as joint lead arrangers, and CITICORP USA, INC . ("Citicorp"), as agent (the "Agent") for the Lenders (as hereinafter defined), agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.
_____________
CITICORP USA, INC – respective officers thereunto duly authorized, as of the date first above written.
PEPSIAMERICAS, INC.
By: /s/ Andrew Stark
Title: Vice President and Treasurer
CITICORP USA, INC .,
as Agent
By: /s/ Judith Green
Title: Vice President
Letter of Credit Commitment
Initial Issuing Banks
$50,000,000
CITIBANK, N.A.
_____________
CITICORP USA, INC – Title: Vice President
$100,000,000
Total of the Letter of Credit Commitments
Revolving Credit Commitment
Initial Lenders Lead Arranger
$70,000,000
CITICORP USA, INC .
By: /s/ Judith Green
Title: Vice President
$70,000,000
BANK ONE, NA
By: /s/ Thomas Lass
Title: Associate Director
$70,000,
_____________
Citicorp USA, Inc – the 364-Day Credit Agreement dated as of December 9, 2003 among the Borrower, the Lender and certain other lenders parties thereto, and Citicorp USA, Inc . as Agent for the Lender and such other lenders (as amended or modified from time to time, the "Credit Agreement"; the terms
_____________
dt 165042
;
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – to such Lender resulting from the Revolving Credit Advances made by such Lender.
"S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc .
"Single Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
_____________
dt 311203
;
|
Pepsi Bottling
As referenced in this 364-Day Credit Agreement:
Pepsi Bottling Group, Inc – TD align=left width="90%">(i) Any Person or two or more Persons acting in concert (other than PepsiCo or The Pepsi Bottling Group, Inc .) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of
_____________
dt 1363226
;
PepsiAmericas
As referenced in this 364-Day Credit Agreement:
PepsiAmericas, Inc –
Exhibit 10.15 -<b><font color=#19324b> PepsiAmericas, Inc</font></b> . Credit Agreement
_____________
PEPSIAMERICAS, INC –
Exhibit 10.15 - PepsiAmericas, Inc. Credit Agreement
EX-10 6 exhibit10-15.htm PEPSIAMERICAS, INC . CREDIT AGREEMENT
Exhibit 10.
_____________
PEPSIAMERICAS, INC –
PEPSIAMERICAS, INC .
_____________
;PEPSIAMERICAS, INC –
;PEPSIAMERICAS, INC ., a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") and initial issuing banks (the "Initial Issuing Banks") listed
_____________
PEPSIAMERICAS, INC –
PEPSIAMERICAS, INC .
_____________
dt 1875575
;
More... |
Preview
Full Doc
| 2004 |
364-Day Credit Agreement
364-Day Credit Agreement (254K)
Doc #215022: Click preview link for longer preview.
THE BOEING COMPANY
364-DAY
CREDIT AGREEMENT
among
THE BOEING COMPANY
for itself and on behalf of its Subsidiaries,
as a Borrower
THE LENDERS PARTY HERETO
CITIBANK, N.A.,
as Administrative Agent
JPMORGAN CHASE BANK,
as Syndication Agent
and
CITIGROUP GLOBAL MARKETS INC.
and
J.P.MORGAN SECURITIES INC.,
as Joint Lead Arrangers and Joint Book Managers
dated as of November 21, 2003
TABLE OF CONTENTS
Article and Section
ARTICLE 1 . . .
215022
|
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK, – ASSOCIATION
By
Name:
Title:
STANDARD CHARTERED BANK
By
Name:
Title:
By
Name:
Title:
Co-Agents
ABN AMRO BANK, N.V.
By
Name:
Title:
BANCO BILBAO VIZCAYA ARGENTARIA
By
Name:
Title:
LLOYDS TSB
ABN Amro Bank, – I
APPLICABLE LENDING OFFICES
Name of Initial Lender
Commitment
Domestic Lending Office
Eurodollar Lending Office
ABN Amro Bank, N.V.
$
31,250,000
208 South LaSalle
Suite 1500
Chicago, IL 60604
Attn:
dt 45393
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – 364-DAY
CREDIT AGREEMENT
among
THE BOEING COMPANY
for itself and on behalf of its Subsidiaries,
as a Borrower
THE LENDERS PARTY HERETO
CITIBANK, N.A. ,
as Administrative Agent
JPMORGAN CHASE BANK,
as Syndication Agent
and
CITIGROUP GLOBAL MARKETS INC.
and
J.P.MORGAN SECURITIES INC.,
as Joint
_____________
Citibank, N.A. – 6.2
Lenders Rights upon Borrower Default
ARTICLE 7 THE AGENT
7.1
Authorization and Action
7.2
Agents Reliance, Etc.
7.3
Citibank, N.A. and its Affiliates
7.4
Lender Credit Decision
7.5
Indemnification
7.6
Successor Agent
7.7
Certain Obligations May Be Performed
_____________
CITIBANK, N.A. – MARKETS INC. and J.P.MORGAN SECURITIES INC., as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent, and CITIBANK, N.A. , in its capacity as administrative agent for the Lenders (in such capacity, the Agent), agree as follows:
ARTICLE 1
Definitions
1.1
_____________
Citibank, N.A. – the Bank Credit Agreement, dated as of November 23, 2001, as amended and restated as of November 22, 2002, by and among TBC, Citibank, N.A. , as administrative agent, and certain other banks as lenders.
Advance means a Committed Advance or a Bid Advance.
Agent means Citibank, N.
_____________
Citibank, N.A. – Citibank, N.A., as administrative agent, and certain other banks as lenders.
Advance means a Committed Advance or a Bid Advance.
Agent means Citibank, N.A. acting in its capacity as administrative agent for the Lenders, or any successor administrative agent appointed pursuant to Section 7.6.
Agents
_____________
dt 146394
;
|
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – Section 2.19.
Required Assignment has the meaning specified in Section 2.20(a).
S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc .
Subsidiary means any Person in which more than 50% of the Voting Stock or the interest in the capital or profits is
_____________
dt 311244
;
Royal Bank
As referenced in this 364-Day Credit Agreement:
ROYAL BANK OF SCOTLAND PLC
– Street Commitment Corporation)
By
Name:
Title:
BNP PARIBAS
By
Name:
Title:
By
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By
Name:
Title:
THE ROYAL BANK OF SCOTLAND PLC
By
Name:
Title:
UBS LOAN FINANCE LLC
By
Name:
Title:
By
Name:
Title:
BAYERISCHE LANDESBANK, CAYMAN ISLAND
BRANCH
By
Name:
Title:
By
_____________
dt 225482
;
More... |
Preview
Full Doc
| 2004 |
Letter Agreement Re: 364-Day Bank Credit Agreement
Letter Agreement Re: 364-Day Bank Credit Agreement (5K)
Doc #215023: Click preview link for longer preview.
November 21, 2003
To each of the Lenders
parties to the Credit Agreement
(as defined below) and to Citibank, N.A.,
as Agent for such Lenders
Ladies and Gentlemen:
Reference is made to the 364-Day Credit Agreement dated as of November 21, 2003, among The Boeing Company, the lenders parties thereto, JPMorgan Chase Bank, as syndication agent, Citigroup Global Markets Inc. and J.P. Morgan Securities, Inc., as joint lead arrangers and joint book managers, and Citibank, N.A., as Agent for such lenders (as amended or modified from time to time, the Credit Agreement). Capitalized terms used in this letter that are not defined herein have the respective meanings specified in the Credit Agreement.
215023
|
Citibank
As referenced in this Letter Agreement Re: 364-Day Bank Credit Agreement:
Citibank, N.A. – 10.2
Exhibit 10.2
November 21, 2003
To each of the Lenders
parties to the Credit Agreement
(as defined below) and to Citibank, N.A. ,
as Agent for such Lenders
Ladies and Gentlemen:
Reference is made to the 364-Day Credit Agreement dated as of November 21,
_____________
Citibank, N.A. – Bank, as syndication agent, Citigroup Global Markets Inc. and J.P. Morgan Securities, Inc., as joint lead arrangers and joint book managers, and Citibank, N.A. , as Agent for such lenders (as amended or modified from time to time, the Credit Agreement). Capitalized terms used in this letter
_____________
dt 146395
;
Citigroup Global
As referenced in this Letter Agreement Re: 364-Day Bank Credit Agreement:
Citigroup Global Markets – Day Credit Agreement dated as of November 21, 2003, among The Boeing Company, the lenders parties thereto, JPMorgan Chase Bank, as syndication agent, Citigroup Global Markets Inc. and J.P. Morgan Securities, Inc., as joint lead arrangers and joint book managers, and Citibank, N.A., as Agent for such
_____________
dt 107754
;
|
J.P. Morgan
As referenced in this Letter Agreement Re: 364-Day Bank Credit Agreement:
J.P. Morgan Securities, – of November 21, 2003, among The Boeing Company, the lenders parties thereto, JPMorgan Chase Bank, as syndication agent, Citigroup Global Markets Inc. and J.P. Morgan Securities, Inc., as joint lead arrangers and joint book managers, and Citibank, N.A., as Agent for such lenders (as amended or modified
_____________
dt 98312
;
JPMorgan Chase
As referenced in this Letter Agreement Re: 364-Day Bank Credit Agreement:
JPMorgan Chase – Agreement dated as of November 21, 2003, among The Boeing Company, the lenders parties thereto, JPMorgan Chase Bank, as syndication agent, Citigroup Global Markets Inc. and J.P. Morgan Securities, Inc., as
dt 46505
|
Preview
Full Doc
| 2003 |
364-Day Credit Agreement [Amended and Restated]
364-Day Credit Agreement [Amended and Restated] (24K)
Doc #215094: Click preview link for longer preview.
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of November 22, 2002
THE BOEING COMPANY, a Delaware corporation ("TBC" or the "Company"), the banks, financial institutions and other institutional lenders (collectively, the "Initial Lenders") party hereto, SALOMON SMITH BARNEY INC., and JPMORGAN SECURITIES INC., as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent, and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the "Agent"), hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Company is party to a 364-Day Credit Agreement dated as of November 23, 2001 (as amended, supplemented or otherwise modified from time to time to (but not including) the date of this Amendment and Restatement, the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto and Citibank, N.A., as Agent for the Lenders and such other lenders. Capitalized terms not otherwise defined in this Amendment and Restatement shall have the same meanings as specified in the Existing Credit Agreement.
(2) The parties to this Amendment and Restatement desire to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement in its entirety to read as set forth in the Existing Credit Agreement with the following amendments.
(3) The Company has requested that the Lenders agree to extend credit to it from time to time in an aggregate principal amount of up to $3,000,000,000 for general corporate purposes of the Company and its Subsidiaries not otherwise prohibited under the terms of this Amendment and Restatement. The Lenders have indicated their willingness to agree to extend credit to the Company from time to time in such amount on the terms and conditions of this Amendment and Restatement.
SECTION 1. Amendments to the Existing Credit Agreement. The Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:
(a) The definition of "Applicable Margin" in Section 1.1 is amended by deleting the grid in clause (ii) thereof and substituting therefor the following:
215094
|
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
ABN AMRO BANK, – President, Corporate Banking USAM067
7
SOCIETE GENERALE
By
Name:
Jose A. Moreno
Title:
Managing Director
ABN AMRO BANK, N.V.
By
Name:
Terrence J. Ward
Edward John Hill III
Title:
Senior Vice
ABN Amro Bank, – I
APPLICABLE LENDING OFFICES
Name of Initial Lender
Commitment
Domestic Lending Office
Eurodollar Lending Office
ABN Amro Bank, N.V.
$
50,000,000
208 South LaSalle
Suite 1500
Chicago, IL 60604
Attn:
dt 45395
;
Citibank
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
CITIBANK, N.A. – SALOMON SMITH BARNEY INC., and JPMORGAN SECURITIES INC., as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent, and CITIBANK, N.A. , as administrative agent for the Lenders (in such capacity, the "Agent"), hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Company is party
_____________
Citibank, N.A. – the date of this Amendment and Restatement, the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto and Citibank, N.A. , as Agent for the Lenders and such other lenders. Capitalized terms not otherwise defined in this Amendment and Restatement shall have the
_____________
CITIBANK, N.A. – their respective officers thereunto duly authorized, as of the date first above written.
THE BOEING COMPANY
By
Title:
David A. Dohnaek, Assistant Treasurer
CITIBANK, N.A. , Individually and as Agent
By
Name:
Carolyn A. Kee
Title:
Vice President
Syndication Agent
JPMORGAN CHASE BANK
By
Name:
Matthew H. Massie
_____________
Citibank, N.A. – F: 312 977-1380
209 South LaSalle Suite 500
Chicago, IL 60604
Attn: Catherine Lui
T: 312 977-2200
F: 312 977-1380
Citibank, N.A.
$
260,000,000
388 Greenwich Street
New York, NY 10013
Attn: Philippa Portnoy
T: 212 559-5812
F: 212 793-1246
388
_____________
dt 146399
;
|
Royal Bank
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
ROYAL BANK OF SCOTLAND PLC
– First Vice President
Vice President
BNP PARIBAS
By
Name:
Brian F. Hewett
Title:
Director
By
Name:
Christine L. Howatt
Title:
Director
6
THE ROYAL BANK OF SCOTLAND PLC
By
Name:
Dean White
Title:
Corporate Director
CREDIT LYONNAIS NEW YORK BRANCH
By
Name:
Scott R. Chappelka
Title:
Vice President
UBS AG,
_____________
dt 225484
;
UBS
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
UBS AG, – OF SCOTLAND PLC
By
Name:
Dean White
Title:
Corporate Director
CREDIT LYONNAIS NEW YORK BRANCH
By
Name:
Scott R. Chappelka
Title:
Vice President
UBS AG, STAMFORD BRANCH
By
Name:
Wilfred V. Saint
Title:
Associate Director, Banking Products Services, US
By
Name:
Patricia O'Kicki
Title:
Director, Banking
_____________
UBS AG, – 213 623-6832
777 South Figueroa
Suite 2600
Los Angeles, CA 90017
Attn: Miriam Delgado
T: 213 955-0883
F: 213 623-6832
UBS AG, Stamford Branch
$
100,000,000
677 Washington Blvd.
Stamford, Connecticut 06901
Attn: Marie Haddad
Banking Product Services
T: 203 719-5609
F:
_____________
dt 237888
;
More... |
Preview
Full Doc
| 2003 |
Letter Re: 364-Day Credit Agreement
Letter Re: 364-Day Credit Agreement (5K)
Doc #215095: Click preview link for longer preview.
November 22, 2002
To each of the Lenders
parties to the Credit Agreement
(as defined below) and to Citibank N.A.,
as Agent for such Lenders
Ladies and Gentlemen:
Reference is made to the 364-Day Credit Agreement dated as of November 22, 2002, among The Boeing Company, the lenders parties thereto, JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc. and JPMorgan Securities, Inc., as joint lead arrangers and joint book managers, and Citibank, N.A., as Agent for such lenders (as amended or modified from time to time, the "Credit Agreement"). Capitalized terms used in this letter that are not defined herein have the respective meanings specified in the Credit Agreement.
Please be advised that the Company hereby designates its undersigned Subsidiary, Boeing Capital Corporation (the "Subsidiary Borrower"), as a "Subsidiary Borrower" under and for all purposes of the Credit Agreement.
The Subsidiary Borrower, in consideration of each Lender's agreement to extend credit to it under and on the terms and conditions set forth in the Credit Agreement, does hereby assume each of the obligations imposed upon a "Subsidiary Borrower" as a "Borrower" under the Credit Agreement and agrees to be bound by the terms and conditions of the Credit Agreement. In furtherance of the foregoing, the Subsidiary Borrower hereby represents and warrants to each Lender as follows:
215095
|
Citibank
As referenced in this Letter Re: 364-Day Credit Agreement:
Citibank N.A. – this document
EXHIBIT 10.2
November 22, 2002
To each of the Lenders
parties to the Credit Agreement
(as defined below) and to Citibank N.A. ,
as Agent for such Lenders
Ladies and Gentlemen:
Reference is made to the 364-Day Credit Agreement dated as of November 22,
_____________
Citibank, N.A. – JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc. and JPMorgan Securities, Inc., as joint lead arrangers and joint book managers, and Citibank, N.A. , as Agent for such lenders (as amended or modified from time to time, the "Credit Agreement"). Capitalized terms used in this letter
_____________
dt 146400
;
JPMorgan Chase
As referenced in this Letter Re: 364-Day Credit Agreement:
JPMorgan Chase – Agreement dated as of November 22, 2002, among The Boeing Company, the lenders parties thereto, JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc. and JPMorgan Securities, Inc., as joint lead
dt 46510
;
|
Salomon
As referenced in this Letter Re: 364-Day Credit Agreement:
Salomon Smith Barney – Day Credit Agreement dated as of November 22, 2002, among The Boeing Company, the lenders parties thereto, JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc. and JPMorgan Securities, Inc., as joint lead arrangers and joint book managers, and Citibank, N.A., as Agent for such lenders (as
_____________
dt 87747
;
Smith Barney
As referenced in this Letter Re: 364-Day Credit Agreement:
Smith Barney Inc – Credit Agreement dated as of November 22, 2002, among The Boeing Company, the lenders parties thereto, JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc . and JPMorgan Securities, Inc., as joint lead arrangers and joint book managers, and Citibank, N.A., as Agent for such lenders (as
_____________
dt 142999
;
JPMorgan Securities, Inc.
|
Preview
Full Doc
| 2002 |
364-Day Credit Agreement
364-Day Credit Agreement (328K)
Doc #215166: Click preview link for longer preview.
364-DAY
CREDIT AGREEMENT
among
THE BOEING COMPANY
for itself and on behalf of its Subsidiaries,
as a Borrower
THE LENDERS PARTY HERETO
CITIBANK, N.A.,
as Administrative Agent
JPMORGAN CHASE BANK,
as Syndication Agent
and
SALOMON SMITH BARNEY INC.
and
JPMORGAN SECURITIES, INC.,
as Joint Lead Arrangers and Joint Book Managers
dated as of November 23, 2001
{PAGE}
TABLE OF CONTENTS
Article and Section Page
Article 1 Definitions
1.1 Definitions............................................................4
1.2 Use of Defined Terms; References......................................13
1.3 Accounting Terms......................................................13
Article 2 Amounts and Terms of the Advances
2.1 Committed Advances....................................................13
2.2 Making Committed Advances.............................................13
2.3 Conversion to Term Loans, Repayment...................................15
2.4 Interest Rate on Committed Advances...................................15
2.5 Bid Advances..........................................................16
2.6 Lender Assignment or Sale.............................................19
2.7 Fees19
2.8 Reduction of the Commitments..........................................20
2.9 Additional Interest on Eurodollar Rate Committed Advances.............20
2.10 Eurodollar Interest Rate Determination................................20
2.11 Voluntary Conversion of Committed Advances............................21
2.12 Prepayments...........................................................21
2.13 Increases in Costs....................................................22
2.14 Taxes.................................................................23
2.15 Illegality............................................................25
2.16 Payments and Computations.............................................26
2.17 Sharing of Payments, Etc..............................................26
2.18 Evidence of Debt......................................................27
2.19 Alteration of Commitments and Addition of Lenders.....................27
2.20 Assignments; Sales of Participations and Other Interests in Advances..29
2.21 Extension of Termination Date.........................................31
2.22 Subsidiary Borrowers..................................................32
Article 3 Representations and Warranties
3.1 Representations and Warranties by the Borrowers.......................34
Article 4 Covenants of TBC
4.1 Affirmative Covenants of TBC..........................................35
4.2 General Negative Covenants of TBC.....................................36
4.3 Financial Statement Terms.............................................38
4.4 Waivers of Covenants..................................................38
Article 5 Conditions Precedent to Borrowings
5.1 Conditions Precedent to the Initial Borrowing of TBC..................38
5.2 Conditions Precedent to Each Committed Borrowing of TBC...............39
5.3 Conditions Precedent to Each Bid Borrowing of TBC.....................39
5.4 Conditions Precedent to the Initial Borrowing of a Subsidiary
Borrower..............................................................40
5.5 Conditions Precedent to Each Committed Borrowing of a Subsidiary
Borrower..............................................................41
5.6 Conditions Precedent to Each Bid Borrowing of a Subsidiary Borrower...41
Article 6 Events of Default
6.1 Events of Default.....................................................42
6.2 Lenders' Rights upon Borrower Default.................................43
Article 7 The Agent
7.1 Authorization and Action..............................................44
7.2 Agent's Reliance, Etc.................................................44
7.3 Citibank, N.A. and its Affiliates.....................................45
7.4 Lender Credit Decision................................................45
7.5 Indemnification.......................................................45
7.6 Successor Agent.......................................................46
7.7 Certain Obligations May Be Performed by Affiliates....................46
Article 8 Miscellaneous
8.1 Modification, Consents and Waivers....................................46
8.2 Notices...............................................................47
8.3 Costs, Expenses and Taxes.............................................48
8.4 Binding Effect........................................................48
8.5 Severability..........................................................48
8.6 Governing Law.........................................................49
8.7 Headings..............................................................49
8.8 Execution in Counterparts.............................................49
8.9 Right of Set-Off......................................................49
8.10 Confidentiality.......................................................49
8.11 Agreement in Effect...................................................49
Exhibit A-1 - Committed Note
Exhibit A-2 - Bid Note
Exhibit B-1 - Notice of Committed Borrowing
Exhibit B-2 - Notice of Bid Borrowing
Exhibit C - Request for Alteration
Exhibit D - Borrower Subsidiary Letter
Exhibit E - Extension Request
Exhibit F - Continuation Notice
Exhibit G - Opinion of Counsel of the Company
Exhibit H - Opinion of Counsel for Agent
Exhibit I - Opinion of in-house counsel to Subsidiary Borrower
Exhibit J - Guaranty of TBC
Exhibit K - Opinion of Counsel to TBC
Schedule I - Commitments
{PAGE}
CREDIT AGREEMENT
Dated as of November 23, 2001
THE BOEING COMPANY, a Delaware corporation ("TBC" or the "Company"), for itself
and on behalf of the other BORROWERS (as defined below), the LENDERS (as defined
below), SALOMON SMITH BARNEY INC. and JPMORGAN SECURITIES INC., as joint lead
arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent,
and CITIBANK, N.A., in its capacity as administrative agent for the Lenders (in
such capacity, the "Agent"), agree as follows:
Article 1
Definitions
1.1 Definitions. As used in this Agreement, the following terms have the
respective meanings set out below:
"2000 Credit Agreement" means the Bank Credit Agreement, dated as of
September 27, 2000, as amended and restated as of September 24, 2001,
by and among TBC, Citibank, N.A., as administrative agent, and certain
other banks as lenders.
"Advance" means a Committed Advance or a Bid Advance.
"Agent" means Citibank, N.A. acting in its capacity as administrative agent for
the Lenders, or any successor administrative agent appointed pursuant
to Section 7.6.
"Agent's Account" means the account of the Agent maintained by the Agent with
Citibank, N.A., at its office at 388 Greenwich Street,
New York, New York 10013, Account 36852248, Attention: Mr. Brian
Maxwell.
"Affiliate" means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with
such Person or is a director or officer of such Person. (For purposes
of this definition, the term "controls", "controlling", "controlled by"
and "under common control with" mean, with respect to a Person, the
possession, direct or indirect, of the power to vote 5% or more of the
Voting Stock of such Person or to direct or cause the direction of the
management and policies of such Person, whether through the ownership
of Voting Stock, by contract, or otherwise.)
"Agreement" means this agreement, as it may be amended or otherwise modified
from time to time, and any written additions or supplements hereto.
"Applicable Lending Office" means, with respect to each Lender, such Lender's
Domestic Lending Office, in the case of a Base Rate Advance, and such
Lender's Eurodollar Lending Office, in the case of a Eurodollar Rate
Advance, and, in the case of a Bid Advance, the office of such Lender
specified by such Lender in a notice to the Agent as its Applicable
Lending Office with respect to such Bid Advance.
"Applicable Margin" means,
(i) with respect to Base Rate Advances, 0% per annum; and
(ii) with respect to Eurodollar Rate Advances for any date, a
fluctuating per annum rate equal to the then-applicable rate
set forth in the pricing grid below, depending upon the rating
of the long-term senior unsecured debt of TBC then in effect:
{TABLE}
{CAPTION}
--------------- ------------------------------------------------ --------------------- ---------------------
Level Public Debt Rating: S&P and Moody's Applicable Margin Applicable Margin
Through the After the
Termination Date Termination Date
--------------- ------------------------------------------------ --------------------- ---------------------
{S} {C} {C} {C}
Level I A+ by S&P or A1 by Moody's or above 0.110% 0.250%
--------------- ------------------------------------------------ --------------------- ---------------------
Level II less than Level I 0.240% 0.400%
but at least A by S&P or A2 by Moody's
--------------- ------------------------------------------------ --------------------- ---------------------
Level III less than Level II 0.280% 0.500%
but at least A- by S&P or A3 by Moody's
--------------- ------------------------------------------------ --------------------- ---------------------
Level IV less than Level III 0.350% 0.675%
but at least BBB+ by S&P or Baa1 by Moody'S
--------------- ------------------------------------------------ --------------------- ---------------------
Level V less than Level IV 0.475% 0.875%
--------------- ------------------------------------------------ --------------------- ---------------------
{/TABLE}
provided, however, that if the ratings from S&P and Moody's fall within
different levels, then the Applicable Margin shall be based on the
higher of the two ratings except that, if the lower of such ratings is
more than one level below the higher of such ratings, the Applicable
Margin shall be determined based on the level above the lower of such
ratings, and
provided further that if, at any time, no rating is available from S&P
and Moody's or any other nationally recognized statistical rating
organization designated by TBC and approved in writing by the Majority
Lenders, the Applicable Margin for each Interest Period or each other
period commencing during the thirty days following such ratings
becoming unavailable shall be the Applicable Margin in effect
immediately prior to such ratings becoming unavailable. Thereafter, the
rating to be used until ratings from S&P and Moody's become available
shall be as agreed between TBC and the Agent, and TBC and the Agent
shall use good faith efforts to reach such agreement within such
thirty-day period, provided, however, that if no such agreement is
reached within such thirty-day period the Applicable Margin thereafter,
until such agreement is reached, shall be (a) if any such rating has
become unavailable as a result of S&P or Moody's ceasing its business
as a rating agency, the Applicable Margin in effect immediately prior
to such cessation or (b) otherwise, the Applicable Margin as set forth
under Level V above; and
provided further that in the event and during the continuance of an
Event of Default, the Applicable Margin shall immediately increase by
1.0% above the Applicable Margin then in effect, and, in the case of a
Eurodollar Rate Advance, such Advance shall automatically convert to a
Base Rate Advance at the end of the Interest Period then in effect for
such Eurodollar Rate Advance.
"Applicable Percentage" means, for any date, a fluctuating per annum rate equal
to the then-applicable rate set forth in the pricing grid below,
depending upon the rating of the long-term senior unsecured debt of TBC
then in effect:
215166
|
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK, – OF SCOTLAND PLC
By /s/ DEAN WHITE
___________________________________
Name: Dean White
Title: Corporate Director
Lenders
ABN AMRO BANK, N.V.
By /s/ THOMAS K. PETERSON
___________________________________
Name: Thoms K. Peterson
Title: Senior
ABN Amro Bank, – Name of Initial Lender Commitment Domestic Lending Office Eurodollar Lending Office
----------------------------------- ------------------ ------------------------------------ ----------------------------------
{S} {C} {C} {C}
ABN Amro Bank, N.V. $50,000,000 208 South LaSalle 208 South LaSalle
Suite 1500 Suite
dt 45397
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – 364-DAY
CREDIT AGREEMENT
among
THE BOEING COMPANY
for itself and on behalf of its Subsidiaries,
as a Borrower
THE LENDERS PARTY HERETO
CITIBANK, N.A. ,
as Administrative Agent
JPMORGAN CHASE BANK,
as Syndication Agent
and
SALOMON SMITH BARNEY INC.
and
JPMORGAN SECURITIES, INC.,
as Joint Lead Arrangers
_____________
Citibank, N.A. – upon Borrower Default.................................43
Article 7 The Agent
7.1 Authorization and Action..............................................44
7.2 Agent's Reliance, Etc.................................................44
7.3 Citibank, N.A. and its Affiliates.....................................45
7.4 Lender Credit Decision................................................45
7.5 Indemnification.......................................................45
7.6 Successor Agent.......................................................46
7.7 Certain
_____________
CITIBANK, N.A. – SALOMON SMITH BARNEY INC. and JPMORGAN SECURITIES INC., as joint lead
arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent,
and CITIBANK, N.A. , in its capacity as administrative agent for the Lenders (in
such capacity, the "Agent"), agree as follows:
Article 1
Definitions
1.1
_____________
Citibank, N.A. – the Bank Credit Agreement, dated as of
September 27, 2000, as amended and restated as of September 24, 2001,
by and among TBC, Citibank, N.A. , as administrative agent, and certain
other banks as lenders.
"Advance" means a Committed Advance or a Bid Advance.
"Agent" means Citibank, N.
_____________
Citibank, N.A. – Citibank, N.A., as administrative agent, and certain
other banks as lenders.
"Advance" means a Committed Advance or a Bid Advance.
"Agent" means Citibank, N.A. acting in its capacity as administrative agent for
the Lenders, or any successor administrative agent appointed pursuant
to Section 7.6.
"Agent'
_____________
dt 146404
;
|
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – 2.19.
"Required Assignment" has the meaning specified in Section 2.20(a).
"S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc .
"Subsidiary" means any corporation in which more than 50% of the Voting Stock is
owned by TBC, by TBC and any one
_____________
dt 311247
;
Royal Bank
As referenced in this 364-Day Credit Agreement:
ROYAL BANK OF SCOTLAND PLC
– Name: Bernard Weymuller
Title: Senior Vice President
FLEET NATIONAL BANK
By /s/ ROGER C. BOUCHER
___________________________________
Name: Roger C. Boucher
Title: Director
THE ROYAL BANK OF SCOTLAND PLC
By /s/ DEAN WHITE
___________________________________
Name: Dean White
Title: Corporate Director
Lenders
ABN AMRO BANK, N.V.
By /s/ THOMAS K. PETERSON
_____________
dt 225486
;
More... |
Preview
Full Doc
| 2002 |
Letter Agreement Re: 364-Day Bank Credit Agreement
Letter Agreement Re: 364-Day Bank Credit Agreement (3K)
Doc #215168: Click preview link for longer preview.
November 23, 2001
Boeing Capital Corporation
500 Naches Avenue SW
3rd Floor
Renton, WA 98055
Ladies and Gentlemen:
Reference is made to The Boeing Company 364-Day Bank Credit Agreement dated as
of November 23, 2001 among The Boeing Company ("TBC"), the lenders named
therein, JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc.
and J.P. Morgan Securities, Inc., as joint lead arrangers and joint book
managers, and Citibank N.A., as administrative agent for such lenders (as
amended or modified from time to time, the "Credit Agreement"). Capitalized
terms used in this letter that are not defined herein have the respective
meanings specified in the Credit Agreement.
215168
|
Citibank
As referenced in this Letter Agreement Re: 364-Day Bank Credit Agreement:
Citibank N.A. – Bank, as syndication agent, Salomon Smith Barney Inc.
and J.P. Morgan Securities, Inc., as joint lead arrangers and joint book
managers, and Citibank N.A. , as administrative agent for such lenders (as
amended or modified from time to time, the "Credit Agreement"). Capitalized
terms used in this
_____________
dt 147147
;
J.P. Morgan
As referenced in this Letter Agreement Re: 364-Day Bank Credit Agreement:
J.P. Morgan Securities, – November 23, 2001 among The Boeing Company ("TBC"), the lenders named
therein, JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc.
and J.P. Morgan Securities, Inc., as joint lead arrangers and joint book
managers, and Citibank N.A., as administrative agent for such lenders (as
amended or
_____________
dt 98320
;
|
JPMorgan Chase
As referenced in this Letter Agreement Re: 364-Day Bank Credit Agreement:
JPMorgan Chase – dated as
of November 23, 2001 among The Boeing Company ("TBC"), the lenders named
therein, JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc.
and J.P. Morgan Securities, Inc., as
dt 46514
;
Salomon
As referenced in this Letter Agreement Re: 364-Day Bank Credit Agreement:
Salomon Smith Barney – Credit Agreement dated as
of November 23, 2001 among The Boeing Company ("TBC"), the lenders named
therein, JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc.
and J.P. Morgan Securities, Inc., as joint lead arrangers and joint book
managers, and Citibank N.A., as administrative agent for
_____________
dt 87775
;
Smith Barney
As referenced in this Letter Agreement Re: 364-Day Bank Credit Agreement:
Smith Barney Inc – Agreement dated as
of November 23, 2001 among The Boeing Company ("TBC"), the lenders named
therein, JPMorgan Chase Bank, as syndication agent, Salomon Smith Barney Inc .
and J.P. Morgan Securities, Inc., as joint lead arrangers and joint book
managers, and Citibank N.A., as administrative agent for
_____________
dt 143005
|
Preview
Full Doc
| 2000 |
364-Day Credit Agreement
364-Day Credit Agreement (195K)
Doc #215216: Click preview link for longer preview.
364-DAY
CREDIT AGREEMENT
among
THE BOEING COMPANY
for itself and on behalf of its Subsidiaries,
as a Borrower
THE LENDERS PARTY HERETO
CITIBANK, N.A.,
as Administrative Agent
THE CHASE MANHATTAN BANK,
as Syndication Agent
and
SALOMON SMITH BARNEY INC.
and
CHASE SECURITIES, INC.,
as Joint Lead Arrangers and Joint Book Managers
dated as of September 27, 2000
Page 1
{PAGE}
TABLE OF CONTENTS
Article and Section Page
{TABLE}
{CAPTION}
{S} {C} {C}
ARTICLE 1 DEFINITIONS
1.1 Definitions..........................................................1
1.2 Use of Defined Terms; References....................................18
1.3 Accounting Terms....................................................19
ARTICLE 2 AMOUNTS AND TERMS OF THE ADVANCES
2.1 Committed Advances..................................................19
2.2 Making Committed Advances...........................................19
2.3 Conversion to Term Loans, Repayment.................................22
2.4 Interest Rate on Committed Advances.................................22
2.5 Bid Advances........................................................23
2.6 Lender Assignment or Sale...........................................29
2.7 Fees................................................................30
2.8 Reduction of the Commitments........................................30
2.9 Additional Interest on Eurodollar Rate Committed Advances...........31
2.10 Eurodollar Interest Rate Determination..............................31
2.11 Voluntary Conversion of Committed Advances..........................33
2.12 Prepayments.........................................................33
2.13 Increases in Costs..................................................35
2.14 Taxes...............................................................37
2.15 Illegality..........................................................41
Page 2
{PAGE}
2.16 Payments and Computations...........................................41
2.17 Sharing of Payments, Etc. ..........................................43
2.18 Evidence of Debt....................................................44
2.19 Alteration of Commitments and Addition of Lenders...................45
2.20 Assignments; Sales of Participations and Other Interests in
Advances...........................................................47
2.21 Extension of Termination Date.......................................52
2.22 Subsidiary Borrowers................................................54
ARTICLE 3 REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties by the Borrowers.....................56
ARTICLE 4 COVENANTS OF TBC
4.1 Affirmative Covenants of TBC........................................59
4.2 General Negative Covenants of TBC...................................60
4.3 Financial Statement Terms...........................................63
4.4 Waivers of Covenants................................................63
ARTICLE 5 CONDITIONS PRECEDENT TO BORROWINGS
5.1 Conditions Precedent to the Initial Borrowing of TBC................64
5.2 Conditions Precedent to Each Committed Borrowing of TBC.............64
5.3 Conditions Precedent to Each Bid Borrowing of TBC...................65
5.4 Conditions Precedent to the Initial Borrowing of a Subsidiary
Borrower...........................................................66
5.5 Conditions Precedent to Each Committed Borrowing of a Subsidiary
Borrower...........................................................67
5.6 Conditions Precedent to Each Bid Borrowing of a Subsidiary
Borrower...........................................................67
ARTICLE 6 EVENTS OF DEFAULT
6.1 Events of Default...................................................69
Page 3
{PAGE}
6.2 Lenders' Rights upon Borrower Default...............................70
ARTICLE 7 THE AGENT
7.1 Authorization and Action............................................71
7.2 Agent's Reliance, Etc. .............................................72
7.3 Citibank, N.A. and its Affiliates...................................72
7.4 Lender Credit Decision..............................................73
7.5 Indemnification.....................................................73
7.6 Successor Agent.....................................................74
7.7 Certain Obligations May Be Performed by Affiliates..................75
ARTICLE 8 MISCELLANEOUS
8.1 Modification, Consents and Waivers..................................75
8.2 Notices.............................................................76
8.3 Costs, Expenses and Taxes...........................................77
8.4 Binding Effect......................................................79
8.5 Severability........................................................79
8.6 Governing Law.......................................................79
8.7 Headings............................................................79
8.8 Execution in Counterparts...........................................79
8.9 Right of Set-Off....................................................79
8.10 Confidentiality.....................................................80
8.11 Agreement in Effect.................................................80
{/TABLE}
Exhibit A-1 - Committed Note
Exhibit A-2 - Bid Note
Exhibit B-1 - Notice of Committed Borrowing
Exhibit B-2 - Notice of Bid Borrowing
Exhibit C - Request for Alteration
Exhibit D - Borrower Subsidiary Letter
Exhibit E - Extension Request
Page 4
{PAGE}
Exhibit F - Continuation Notice
Exhibit G - Opinion of Counsel of the Company
Exhibit H - Opinion of Counsel for Agent
Exhibit I - Opinion of in-house counsel to Subsidiary Borrower
Exhibit J - Guaranty of TBC
Exhibit K - Opinion of Counsel to TBC
Schedule I - Commitments
Page 5
{PAGE}
CREDIT AGREEMENT
Dated as of September 27, 2000
THE BOEING COMPANY, a Delaware corporation ("TBC" or the "Company"), for itself
and on behalf of the other BORROWERS (as defined below), the LENDERS (as defined
below), SALOMON SMITH BARNEY INC. and CHASE SECURITIES INC., as joint lead
arrangers and joint book managers, THE CHASE MANHATTAN BANK, as syndication
agent, and CITIBANK, N.A., in its capacity as administrative agent for the
Lenders (in such capacity, the "Agent"), agree as follows:
ARTICLE 1
Definitions
1.1 Definitions. As used in this Agreement, the following terms have the
respective meanings set out below:
"1999 Credit Agreement" means the Bank Credit Agreement, dated as of September
29, 1999, by and among TBC, Citibank, N.A., as administrative agent, and
certain other banks as lenders.
"Advance" means a Committed Advance or a Bid Advance.
"Agent" means Citibank, N.A. acting in its capacity as administrative agent for
the Lenders, or any successor administrative agent appointed pursuant to
Section 7.6.
"Agent's Account" means the account of the Agent maintained by the Agent with
Citibank, N.A., at its office at 399 Park Avenue, New York, New York
10043, Account 36852248, Attention: Mr. Drew Tuminello.
"Affiliate" means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with
such Person or is a director or officer of such Person. (For purposes of
this definition, the term "controls", "controlling", "controlled by" and
"under common control with" mean, with respect to a Person, the
possession, direct or indirect, of the power to vote 5% or more of the
Voting Stock of such Person or to direct or cause the direction of the
management and policies of such Person, whether through the ownership of
Voting Stock, by contract, or otherwise.)
"Agreement" means this agreement, as it may be amended or otherwise modified
from time to time, and any written additions or supplements hereto.
"Applicable Lending Office" means, with respect to each Lender, such Lender's
Domestic Lending Office, in the case of a Base Rate Advance, and such
Lender's Eurodollar Lending Office, in the case of a Eurodollar Rate
Advance, and, in the case of a Bid Advance, the office of such Lender
specified by such Lender in a notice to the Agent as its Applicable
Lending Office with respect to such Bid Advance.
"Applicable Margin" means,
(i) with respect to Base Rate Advances, 0% per annum; and
Page 6
{PAGE}
(ii) with respect to Eurodollar Rate Advances for any date prior to the
Termination Date, 0.11% per annum; and
(iii) with respect to Eurodollar Rate Advances for any date after the
Termination Date, a fluctuating per annum rate equal to the then-
applicable rate set forth in the pricing grid below, depending upon
the rating of the long-term senior unsecured debt of TBC then in
effect:
{TABLE}
{CAPTION}
-------------------------------------------------------------------------------
| Level | Public Debt Rating: S&P and Moody's | Applicable Margin |
|-----------------------------------------------------------------------------|
{S} {C} {C}
| Level I | A by S&P or A2 by Moody's or above | 0.15% |
|-----------------------------------------------------------------------------|
| Level II | less than Level I | |
| | but at least A- by S&P or A3 by Moody's | 0.20% |
|-----------------------------------------------------------------------------|
| Level III | less than Level II |
| | but at least BBB+ by S&P or Baa1 by Moody's | 0.25% |
|-----------------------------------------------------------------------------|
| Level IV | less than Level III | 0.375% |
-------------------------------------------------------------------------------
{/TABLE}
provided, however, that if the ratings from S&P and Moody's fall within
different levels, then the Applicable Margin shall be based on the higher
of the two ratings except that, if the lower of such ratings is more than
one level below the higher of such ratings, the Applicable Margin shall be
determined based on the level above the lower of such ratings, and
215216
|
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK, – N.A.
By /s/ Douglas S. King
-----------------------------------
Name: Douglas S. King
Title: Vice President
Lender
ABN AMRO BANK, N.V.
By /s/ SHIKHA REHMAN
-----------------------------------
Name: SHIKHA REHMAN
Title: VICE PRESIDENT
By /s/
ABN Amro Bank, – Name of Initial | Commitment | Domestic Lending | Eurodollar Lending |
| Lender | | Office | Office |
------------------------------------------------------------------------------
{S} {C} {C} {C}
| ABN Amro Bank, N.V. |$23,800,000 | 208 South LaSalle | 208 South LaSalle |
| | | Suite 1500 | Suite
dt 45398
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – 364-DAY
CREDIT AGREEMENT
among
THE BOEING COMPANY
for itself and on behalf of its Subsidiaries,
as a Borrower
THE LENDERS PARTY HERETO
CITIBANK, N.A. ,
as Administrative Agent
THE CHASE MANHATTAN BANK,
as Syndication Agent
and
SALOMON SMITH BARNEY INC.
and
CHASE SECURITIES, INC.,
as Joint Lead
_____________
Citibank, N.A. – upon Borrower Default...............................70
ARTICLE 7 THE AGENT
7.1 Authorization and Action............................................71
7.2 Agent's Reliance, Etc. .............................................72
7.3 Citibank, N.A. and its Affiliates...................................72
7.4 Lender Credit Decision..............................................73
7.5 Indemnification.....................................................73
7.6 Successor Agent.....................................................74
7.7 Certain
_____________
CITIBANK, N.A. – SMITH BARNEY INC. and CHASE SECURITIES INC., as joint lead
arrangers and joint book managers, THE CHASE MANHATTAN BANK, as syndication
agent, and CITIBANK, N.A. , in its capacity as administrative agent for the
Lenders (in such capacity, the "Agent"), agree as follows:
ARTICLE 1
Definitions
1.1
_____________
Citibank, N.A. – respective meanings set out below:
"1999 Credit Agreement" means the Bank Credit Agreement, dated as of September
29, 1999, by and among TBC, Citibank, N.A. , as administrative agent, and
certain other banks as lenders.
"Advance" means a Committed Advance or a Bid Advance.
"Agent" means Citibank, N.
_____________
Citibank, N.A. – Citibank, N.A., as administrative agent, and
certain other banks as lenders.
"Advance" means a Committed Advance or a Bid Advance.
"Agent" means Citibank, N.A. acting in its capacity as administrative agent for
the Lenders, or any successor administrative agent appointed pursuant to
Section 7.6.
"Agent'
_____________
dt 146406
;
|
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – 2.19.
"Required Assignment" has the meaning specified in Section 2.20(a).
"S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc .
"Subsidiary" means any corporation in which more than 50% of the Voting Stock is
owned by TBC, by TBC and any one
_____________
dt 311248
;
BofA
As referenced in this 364-Day Credit Agreement:
Bank of
America, – in Section 2.19(a).
"Reference Banks" means The Chase Manhattan Bank, Citibank, N.A., Bank of
America, N.A., and Deutsche Bank AG.
"Register" has the meaning specified in Section 2.
BANK OF AMERICA, – By /s/ MATTHEW H. MASSIE
-----------------------------------
Name: MATTHEW H. MASSIE
Title: MANAGING DIRECTOR
Senior Managing Agents
BANK OF AMERICA, N.A.
By /s/ DIANNE J. PRUST
-----------------------------------
Name: DIANNE J. PRUST
Title: PRINCIPAL
DEUTSCHE
Bank of America, – 312 732-1707 | T: 312 732-1707 |
| | | F: 312 732-3537 | F: 312 732-3537 |
------------------------------------------------------------------------------
| Bank of America, N.A.|$91,800,000 | 1850 Gateway Blvd. | 1850 Gateway Blvd. |
| | | CA4-707-05-11 |
dt 40899
;
More... |
Preview
Full Doc
| 2004 |
364-Day Credit Agreement
364-Day Credit Agreement (183K)
Doc #215356: Click preview link for longer preview.
THE BOEING COMPANY
364-DAY
CREDIT AGREEMENT
among
THE BOEING COMPANY
for itself and on behalf of its Subsidiaries,
as a Borrower
THE LENDERS PARTY HERETO
CITIBANK, N.A.,
as Administrative Agent
JPMORGAN CHASE BANK,
as Syndication Agent
and
CITIGROUP GLOBAL MARKETS INC.
and
J.P.MORGAN SECURITIES INC.,
as Joint Lead Arrangers and Joint Book Managers
dated as of November 21, 2003
TABLE OF CONTENTS
364 ? Day Credit Agreement
Article and . . .
215356
|
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK, – ASSOCIATION
By
Name:
Title:
STANDARD CHARTERED BANK
By
Name:
Title:
By
Name:
Title:
Co-Agents
ABN AMRO BANK, N.V.
By
Name:
Title:
BANCO BILBAO VIZCAYA ARGENTARIA
By
Name:
Title:
LLOYDS TSB
ABN Amro Bank, – I
APPLICABLE LENDING OFFICES
Name of Initial Lender
Commitment
Domestic Lending Office
Eurodollar Lending Office
ABN Amro Bank, N.V.
$
31,250,000
208 South LaSalle
Suite 1500
Chicago, IL 60604
Attn:
dt 45400
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – 364-DAY
CREDIT AGREEMENT
among
THE BOEING COMPANY
for itself and on behalf of its Subsidiaries,
as a Borrower
THE LENDERS PARTY HERETO
CITIBANK, N.A. ,
as Administrative Agent
JPMORGAN CHASE BANK,
as Syndication Agent
and
CITIGROUP GLOBAL MARKETS INC.
and
J.P.MORGAN SECURITIES INC.,
as Joint
_____________
Citibank, N.A. – Rights upon Borrower Default
41
ARTICLE 7 THE AGENT
7.1
Authorization and Action
41
7.2
Agents Reliance, Etc.
42
7.3
Citibank, N.A. and its Affiliates
42
7.4
Lender Credit Decision
42
7.5
Indemnification
42
7.6
Successor Agent
43
7.7
Certain
_____________
CITIBANK, N.A. – MARKETS INC. and J.P.MORGAN SECURITIES INC., as joint lead arrangers and joint book managers, JPMORGAN CHASE BANK, as syndication agent, and CITIBANK, N.A. , in its capacity as administrative agent for the Lenders (in such capacity, the Agent), agree as follows:
ARTICLE 1
Definitions
1.1
_____________
Citibank, N.A. – the Bank Credit Agreement, dated as of November 23, 2001, as amended and restated as of November 22, 2002, by and among TBC, Citibank, N.A. , as administrative agent, and certain other banks as lenders.
Advance means a Committed Advance or a Bid Advance.
Agent means Citibank, N.
_____________
Citibank, N.A. – Citibank, N.A., as administrative agent, and certain other banks as lenders.
Advance means a Committed Advance or a Bid Advance.
Agent means Citibank, N.A. acting in its capacity as administrative agent for the Lenders, or any successor administrative agent appointed pursuant to Section 7.6.
Agents
_____________
dt 146409
;
|
McGraw-Hill Companies
As referenced in this 364-Day Credit Agreement:
McGraw-Hill Companies, Inc – Section 2.19.
Required Assignment has the meaning specified in Section 2.20(a).
S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc .
Subsidiary means any Person in which more than 50% of the Voting Stock or the interest in the capital or profits is
_____________
dt 311249
;
Royal Bank
As referenced in this 364-Day Credit Agreement:
ROYAL BANK OF SCOTLAND PLC
– Street Commitment Corporation)
By
Name:
Title:
BNP PARIBAS
By
Name:
Title:
By
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By
Name:
Title:
THE ROYAL BANK OF SCOTLAND PLC
By
Name:
Title:
UBS LOAN FINANCE LLC
By
Name:
Title:
By
Name:
Title:
BAYERISCHE LANDESBANK, CAYMAN
ISLAND BRANCH
By
Name:
Title:
By
_____________
dt 225487
;
More... |
Preview
Full Doc
| 2004 |
364-Day Credit Agreement
364-Day Credit Agreement (366K)
Doc #215591: Click preview link for longer preview.
{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
|
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
;
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
;
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
|
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
;
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
;
|
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
|
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
;
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
;
|
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
;
More... |
Preview
Full Doc
| 2001 |
364-Day Credit Agreement [Amended and Restated 2000]
364-Day Credit Agreement [Amended and Restated 2000] (39K)
Doc #215791: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10
{SEQUENCE}5
{FILENAME}0005.txt
{DESCRIPTION}EXHIBIT 10.10
{TEXT}
{PAGE}
EXHIBIT 10.10
U.S. $1,000,000,000
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of November 30, 2000
Among
HONEYWELL INTERNATIONAL INC.,
as Borrower,
and
THE INITIAL LENDERS NAMED HEREIN,
as Initial Lenders,
and
CITIBANK, N.A.,
as Administrative Agent
and
THE CHASE MANHATTAN BANK
DEUTSCHE BANK AG, NEW YORK BRANCH
BANK OF AMERICA, N.A.
as Syndication Agents
and
SALOMON SMITH BARNEY INC.
as Lead Arranger and Book Manager
{PAGE}
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of November 30, 2000
HONEYWELL INTERNATIONAL INC., a Delaware corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
(collectively, the "Initial Lenders") party hereto, CITIBANK, N.A., as
administrative agent (together with any successor thereto appointed pursuant to
Article VII of the Existing Credit Agreement referred to below, the "Agent") for
the Lenders (as defined in the Existing Credit Agreement referred to below) THE
CHASE MANHATTAN BANK, DEUTSCHE BANK AG, NEW YORK BRANCH and BANK OF AMERICA,
N.A., as syndication agents, and SALOMON SMITH BARNEY INC., as lead arranger
book manager, hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Borrower is party to a 364-Day Credit Agreement dated
as of December 2, 1999 (the "Existing Credit Agreement") with the banks,
financial institutions and other institutional lenders party thereto and
Citibank, N.A., as Agent for the Lenders and such other lenders. Capitalized
terms not otherwise defined in this Amendment and Restatement shall have the
same meanings as specified in the Existing Credit Agreement.
(2) The parties to this Amendment and Restatement desire to
amend the Existing Credit Agreement as set forth herein and to restate the
Existing Credit Agreement in its entirety to read as set forth in the Existing
Credit Agreement with the following amendments.
(3) The Borrower has requested that the Lenders agree to
extend credit to it from time to time in an aggregate principal amount of up to
$1,000,000,000 for general corporate purposes of the Borrower and its
Subsidiaries not otherwise prohibited under the terms of this Agreement. The
Lenders have indicated their willingness to agree to extend credit to the
Borrower from time to time in such amount on the terms and conditions of this
Amendment and Restatement.
SECTION 1. Amendments to the Existing Credit Agreement. (a)
Section 1.01 of the Existing Credit Agreement is, effective as of the date of
this Amendment and Restatement and subject to the satisfaction of the conditions
precedent set forth in Section 2, hereby amended by deleting the definitions of
"Commitment", "Lenders" and "Termination Date" set forth therein and replacing
them, respectively, with the following new definitions thereof:
"Commitment" means as to any Lender, (i) the Dollar amount set
forth opposite its name on Schedule I hereto, (ii) if such Lender has
become a Lender hereunder pursuant to an Assumption Agreement, the
Dollar amount set forth as its Commitment in such Assumption Agreement
or (iii) if such Lender has entered into any Assignment and Acceptance,
the Dollar amount set forth for such Lender in the Register maintained
by the Agent pursuant to Section 9.07(d), in each case as the same may
be terminated or reduced, as the case may be, pursuant to Section 2.05.
"Lenders" means, collectively, each Initial Lender and each
other Person that shall become a party hereto pursuant to Sections
9.07(a), (b) and (c).
"Termination Date" means the earliest of (i) November 29,
2001, (ii) the date that is 90 days after the consummation of a merger
of the Borrower with General Electric Co. or any subsidiary of General
Electric Co. and (iii) the date of termination in whole of the
Commitments pursuant to Section 2.05 or 6.01.
{PAGE}
2
(b) Schedule I to the Existing Credit Agreement is, effective
as of the date of this Amendment and Restatement and subject to the satisfaction
of the conditions precedent set forth in Section 2, deleted in its entirety and
replaced with Schedule I to this Amendment and Restatement.
(c) Schedule 3.01(b) to the Existing Credit Agreement is,
effective as of the date of this Amendment and Restatement and subject to the
satisfaction of the conditions precedent set forth in Section 2, deleted in its
entirety and replaced with Schedule 3.01(b) to this Amendment and Restatement
SECTION 2. Conditions of Effectiveness of this Amendment and
Restatement. This Amendment and Restatement shall become effective as of the
215791
|
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
;
|
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
;
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
;
More... |