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Subscribers | 2001 |
120-Day Credit Agreement
120-Day Credit Agreement (218K)
Doc #975530: Click preview link for longer preview.
EXECUTION AGREEMENT
U.S. $200,000,000
120-DAY CREDIT AGREEMENT
Dated as of May 29, 2001
Among
YORK INTERNATIONAL CORPORATION
as Borrower
and
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
and
. . .
975530
|
 J.P. Morgan
As referenced in this 120-Day Credit Agreement:
J.P. MORGAN SECURITIES, INC – N.A.
as Administrative Agent
and
THE CHASE MANHATTAN BANK
as Syndication Agent
and
BANK OF TOKYO-MITSUBISHI
FIRST UNION NATIONAL BANK
and
FLEET NATIONAL BANK
as Documentation Agents
and
J.P. MORGAN SECURITIES, INC .
and
SALOMON SMITH BARNEY INC.
as Joint Lead Arrangers and Joint Bookrunners
2
TABLE OF CONTENTS
ARTICLE I
SECTION 1.01. Certain Defined Terms 1
_____________
dt 1867732
;
Citibank
As referenced in this 120-Day Credit Agreement:
CITIBANK, N.A. – S. $200,000,000
120-DAY CREDIT AGREEMENT
Dated as of May 29, 2001
Among
YORK INTERNATIONAL CORPORATION
as Borrower
and
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
and
CITIBANK, N.A.
as Administrative Agent
and
THE CHASE MANHATTAN BANK
as Syndication Agent
and
BANK OF TOKYO-MITSUBISHI
FIRST UNION NATIONAL BANK
and
FLEET NATIONAL BANK
as Documentation Agents
and
J.
_____________
CITIBANK, N.A. – as of May 29, 2001
YORK INTERNATIONAL CORPORATION, a Delaware corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
(the "Initial Lenders") listed on the signature pages hereof, CITIBANK, N.A.
("Citibank"), as the administrative agent (the "Agent") for the Lenders (as
hereinafter defined), THE CHASE MANHATTAN BANK, as syndication agent, BANK OF
TOKYO-MITSUBISHI and FIRST UNION NATIONAL BANK,
_____________
CITIBANK, N.A. – the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
YORK INTERNATIONAL CORPORATION
By __________________________
Title:
CITIBANK, N.A. ,
as Administrative Agent
By __________________________
Title:
Commitment
Administrative Agent
$80,000,000.00 CITIBANK, N.A.
By _______________________
Name:
Title:
Syndication Agent
$80,000,000.00 THE CHASE MANHATTAN
_____________
CITIBANK, N.A. – authorized,
as of the date first above written.
YORK INTERNATIONAL CORPORATION
By __________________________
Title:
CITIBANK, N.A.,
as Administrative Agent
By __________________________
Title:
Commitment
Administrative Agent
$80,000,000.00 CITIBANK, N.A.
By _______________________
Name:
Title:
Syndication Agent
$80,000,000.00 THE CHASE MANHATTAN BANK
By _______________________
Name:
Title:
Documentation Agents
$20,000,000.00 THE BANK OF TOKYO-MITSUBISHI
_____________
Citibank, N.A. – New York, NY 10017 New York, NY 10017
Attn: Randolph Cates Attn: Randolph Cates
T: 212 270-8997 T: 212 270-8997
F: 212 270-6041 F: 212 270-6041
Citibank, N.A. Two Penns Way, Suite 200 Two Penns Way, Suite 200
New Castle, DE 19720 New Castle, DE 19720
Attn: Bilal Aman Attn: Bilal Aman
T: 302 894-6013 T:
_____________
dt 1478989
;
McGraw-Hill Companies
As referenced in this 120-Day Credit Agreement:
McGraw-Hill
Companies, Inc – evidencing the aggregate indebtedness of the Borrower 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
employees of the Borrower or any ERISA
_____________
dt 1516944
;
|
BNY
As referenced in this 120-Day Credit Agreement:
Bank of New York – the three-week period ending
on the previous Friday by Citibank on the basis of such rates
reported by certificate of deposit dealers to and published by
the Federal Reserve Bank of New York or, if such publication
shall be suspended or terminated, on the basis of quotations
for such rates received by Citibank from three New York
certificate of deposit dealers of recognized
_____________
Bank
of New York, – System arranged by Federal funds
brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day on such
transactions received by
_____________
dt 1585487
;
CIBC
As referenced in this 120-Day Credit Agreement:
Canadian Imperial Bank of
Commerce, – repaid or prepaid in full all amounts
outstanding under (A) the Amended and Restated Credit
Agreement dated as of July 21, 1995 among the Borrower, the
lenders parties thereto and Canadian Imperial Bank of
Commerce, as agent, and (B) the 364-Day Revolving Credit
Agreement dated as of June 3, 1999 among the Borrower, the
lenders parties thereto and Canadian Imperial Bank of
Commerce,
_____________
Canadian Imperial Bank of
Commerce, – and Canadian Imperial Bank of
Commerce, as agent, and (B) the 364-Day Revolving Credit
Agreement dated as of June 3, 1999 among the Borrower, the
lenders parties thereto and Canadian Imperial Bank of
Commerce, as agent.
By execution of this Agreement, each of the Lenders
that is a lender under either of the credit agreements
referred to in clause (iii) above hereby waives
_____________
dt 1372527
;
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Subscribers | 2001 |
180-Day Credit Agreement
180-Day Credit Agreement (204K)
Doc #1478287: Click preview link for longer preview.
Euro 350,000,000
180-DAY CREDIT AGREEMENT
dated as of
MAY 22, 2001
among
LIZ CLAIBORNE, INC.
The Lenders Party Hereto
and
CITICORP NORTH AMERICA, INC.,
as Administrative Agent
and
. . .
1478287
|
J.P. Morgan
As referenced in this 180-Day Credit Agreement:
J.P. MORGAN SECURITIES INC – Party Hereto
and
CITICORP NORTH AMERICA, INC.,
as Administrative Agent
and
THE CHASE MANHATTAN BANK
As Syndication Agent
-------------------------------------------------
SALOMON SMITH BARNEY INC.
as Sole Lead Arranger and Book Runner
and
J.P. MORGAN SECURITIES INC .
as
Co-Arranger
<PAGE>
Table of Contents
Page
ARTICLE I.....................................................................1
SECTION 1.01. DEFINED TERMS...............................................1
SECTION 1.02. TERMS GENERALLY.............................................2
SECTION 1.03. ACCOUNTING
_____________
dt 1494262
;
Citibank
As referenced in this 180-Day Credit Agreement:
Citibank, N.A. – may effectively
do so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase Dollars with
Euros at Citibank, N.A. 's principal office in London at 11:00 A.M. (London time)
on the Business Day preceding that on which final judgment is given.
(b) If for the purposes
_____________
Citibank, N.A. – may effectively do so, that the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase Euros with Dollars at
Citibank, N.A. 's principal office in London at 11:00 A.M. (London time) on the
Business Day preceding that on which final judgment is given.
(c) The obligation of the
_____________
dt 1479957
;
Citicorp
As referenced in this 180-Day Credit Agreement:
CITICORP NORTH AMERICA, INC – 10.1
<TEXT>
EXECUTION COPY
Euro 350,000,000
180-DAY CREDIT AGREEMENT
dated as of
MAY 22, 2001
among
LIZ CLAIBORNE, INC.
The Lenders Party Hereto
and
CITICORP NORTH AMERICA, INC .,
as Administrative Agent
and
THE CHASE MANHATTAN BANK
As Syndication Agent
-------------------------------------------------
SALOMON SMITH BARNEY INC.
as Sole Lead Arranger and Book Runner
and
J.P. MORGAN SECURITIES INC.
as
_____________
CITICORP NORTH AMERICA, INC – iii
<PAGE>
180-DAY CREDIT AGREEMENT dated as of May 22, 2001, among LIZ CLAIBORNE,
INC., the LENDERS party hereto, THE CHASE MANHATTAN BANK, as syndication agent,
and CITICORP NORTH AMERICA, INC ., as Administrative Agent.
The parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01. DEFINED TERMS. As used in this Agreement, the following
terms have the meanings specified
_____________
Citicorp North America, Inc – or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.
"ADMINISTRATIVE AGENT" means Citicorp North America, Inc ., in its
capacity as administrative agent for the Lenders hereunder.
"ADMINISTRATIVE QUESTIONNAIRE" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.
"AFFILIATE" means, with respect to
_____________
Citicorp North America, Inc – EMU legislation.
"EURO REFERENCE RATE" means, for any day, the rate per annum which is
the average of the rates quoted at approximately 10:00 A.M. (London time) by
Citicorp North America, Inc . and The Chase Manhattan Bank (or their respective
affiliates) for the offering of overnight deposits in Euro.
"EUROCURRENCY", when used in reference to any Loan or Borrowing, refers
to
_____________
Citicorp
North America, Inc – and unused Commitments representing more than 50% of the sum of the
total Revolving Credit
10
<PAGE>
Exposures and unused Commitments at such time, PROVIDED, that each of Citicorp
North America, Inc . and The Chase Manhattan Bank shall be included in the
"Required Lenders" so long as it has Revolving Credit Exposure and unused
Commitment representing not less than 25% of
_____________
dt 1418259
;
|
Liz Claiborne
As referenced in this 180-Day Credit Agreement:
LIZ CLAIBORNE, INC – gt;exhibit10-1523.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
EXECUTION COPY
Euro 350,000,000
180-DAY CREDIT AGREEMENT
dated as of
MAY 22, 2001
among
LIZ CLAIBORNE, INC .
The Lenders Party Hereto
and
CITICORP NORTH AMERICA, INC.,
as Administrative Agent
and
THE CHASE MANHATTAN BANK
As Syndication Agent
-------------------------------------------------
SALOMON SMITH BARNEY INC.
as Sole Lead Arranger and
_____________
LIZ CLAIBORNE,
INC – Liens
Schedule 6.05(i) - Existing Investments
Schedule 6.05(ii) - Company's Investment Policy
iii
<PAGE>
180-DAY CREDIT AGREEMENT dated as of May 22, 2001, among LIZ CLAIBORNE,
INC ., the LENDERS party hereto, THE CHASE MANHATTAN BANK, as syndication agent,
and CITICORP NORTH AMERICA, INC., as Administrative Agent.
The parties hereto agree as follows:
ARTICLE I
Definitions
SECTION
_____________
Liz Claiborne, Inc – Lender's Commitment is set forth on Schedule
2.01, or in the Assignment and Acceptance pursuant to which such Lender shall
have assumed its Commitment, as applicable.
"COMPANY" means Liz Claiborne, Inc ., a Delaware corporation.
"CONDUIT LENDER" means any special purpose corporation organized and
administered by any Lender for the purpose of making Loans hereunder otherwise
required to be made by
_____________
Liz Claiborne, Inc – and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by facsimile, as follows:
(a) if to the Company, to it at Liz Claiborne, Inc ., One Claiborne
Avenue, North Bergen, New Jersey 07047, Attention of Robert Vill (Facsimile No.
201-295-7825);
(b) if to the Administrative Agent, to Citicorp North America,
Inc., Two
_____________
LIZ CLAIBORNE, INC – THIS SECTION.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
LIZ CLAIBORNE, INC .
By /s/ Robert J. Vill
---------------------------------------
Name: Robert J. Vill
Title: VP - Treasury, Investor Relations
and Treasurer
CITICORP NORTH AMERICA, INC.,
individually and as Administrative
Agent
By /s/ Steven R.
_____________
dt 1338805
;
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Subscribers | 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
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J.P. Morgan
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]:
J.P. MORGAN SECURITIES – 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}
_____________
J.P. Morgan Securities – Interest
Period.
"Japan Telecom" shall mean Japan Telecom Co., Ltd., a corporation
organized under the laws of Japan.
"Joint Lead Arrangers" shall mean J.P. Morgan Securities Inc.,
and Banc of America Securities LLC, as joint lead arrangers and bookrunners for
the credit facility established hereby.
"Lenders" means the Persons
_____________
dt 160963
;
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
;
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Subscribers | 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
|
J.P. Morgan
As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement:
J.P. MORGAN SECURITIES INC – 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
_____________
dt 1492269
;
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
;
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Subscribers | 2003 |
364-Day Credit Agreement [Amended and Restated]
364-Day Credit Agreement [Amended and Restated] (251K)
Doc #193720: Click preview link for longer preview.
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
dated as of
July 1, 2003
among
ANTHEM, INC.
The Lenders Party Hereto
and
JPMORGAN CHASE BANK,
as Administrative Agent
BANK OF AMERICA, N.A.,
as Syndication Agent
WACHOVIA BANK, NATIONAL ASSOCIATION
as Syndication Agent
FLEET NATIONAL BANK,
as Documentation Agent
WILLIAM STREET COMMITMENT CORPORATION,
as Documentation Agent
J.P. MORGAN SECURITIES INC.,
as Sole Lead Arranger and Sole Bookrunner
. . .
193720
|
J.P. Morgan
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
J.P. MORGAN SECURITIES – as Syndication Agent
WACHOVIA BANK, NATIONAL ASSOCIATION
as Syndication Agent
FLEET NATIONAL BANK,
as Documentation Agent
WILLIAM STREET COMMITMENT CORPORATION,
as Documentation Agent
J.P. MORGAN SECURITIES INC.,
as Sole Lead Arranger and Sole Bookrunner
TABLE OF CONTENTS
Page
ARTICLE I
Definitions
SECTION 1.01.
Defined Terms
4
SECTION 1.
_____________
dt 98196
;
Anthem
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
ANTHEM, INC – RESTATED 364-DAY CREDIT AGREEMENT
Exhibit 4.12(i)
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
dated as of
July 1, 2003
among
ANTHEM, INC .
The Lenders Party Hereto
and
JPMORGAN CHASE BANK,
as Administrative Agent
BANK OF AMERICA, N.A.,
as Syndication Agent
WACHOVIA BANK, NATIONAL
_____________
Anthem, Inc – for the Borrower
Exhibit C Form of Opinion of David R. Frick, Esq., Executive Vice President and Chief Legal and Administrative Officer of
Anthem, Inc .
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of July 1, 2003, among ANTHEM, INC.; the LENDERS party hereto; JPMORGAN CHASE
_____________
ANTHEM, INC – and Chief Legal and Administrative Officer of
Anthem, Inc.
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of July 1, 2003, among ANTHEM, INC .; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent; BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication
_____________
Anthem, Inc – permitted by such insurance commissioner (or such similar authority) to be disclosed therein, together with all exhibits or schedules filed therewith.
AI means Anthem, Inc ., an Indiana corporation.
Applicable Percentage means, with respect to any Lender, the percentage of the total Commitments represented by such Lenders Commitment.
_____________
Anthem, Inc – overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:
(a) if to the Borrower, to it at Anthem, Inc ., 120 Monument Circle, Indianapolis, Indiana 46204, Attention of Treasurer (Telecopy No. 317-488-6160);
(b) if to the Administrative Agent, to JPMorgan
_____________
dt 230769
;
Anthem
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
ANTHEM, INC – RESTATED 364-DAY CREDIT AGREEMENT
Exhibit 4.12(i)
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
dated as of
July 1, 2003
among
ANTHEM, INC .
The Lenders Party Hereto
and
JPMORGAN CHASE BANK,
as Administrative Agent
BANK OF AMERICA, N.A.,
as Syndication Agent
WACHOVIA BANK, NATIONAL
_____________
Anthem, Inc – for the Borrower
Exhibit C Form of Opinion of David R. Frick, Esq., Executive Vice President and Chief Legal and Administrative Officer of
Anthem, Inc .
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of July 1, 2003, among ANTHEM, INC.; the LENDERS party hereto; JPMORGAN CHASE
_____________
ANTHEM, INC – and Chief Legal and Administrative Officer of
Anthem, Inc.
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of July 1, 2003, among ANTHEM, INC .; the LENDERS party hereto; JPMORGAN CHASE BANK, as Administrative Agent; BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication
_____________
Anthem, Inc – permitted by such insurance commissioner (or such similar authority) to be disclosed therein, together with all exhibits or schedules filed therewith.
AI means Anthem, Inc ., an Indiana corporation.
Applicable Percentage means, with respect to any Lender, the percentage of the total Commitments represented by such Lenders Commitment.
_____________
Anthem, Inc – overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:
(a) if to the Borrower, to it at Anthem, Inc ., 120 Monument Circle, Indianapolis, Indiana 46204, Attention of Treasurer (Telecopy No. 317-488-6160);
(b) if to the Administrative Agent, to JPMorgan
_____________
dt 230769
;
|
Citibank
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
Citibank, N.A. – National Bank
$
52,500,000.00
Wachovia Bank, N.A.
$
52,500,000.00
The Bank of New York
$
40,000,000.00
Citibank, N.A.
$
40,000,000.00
Branch Banking & Trust Company
$
40,000,000.00
LaSalle Bank National Association
$
30,000,000.00
UBS AG
$
_____________
dt 146279
;
Humana
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
Humana, Inc – of Cincinnati and A. Lee Greiner, M.D., Victor Schmelzer, M.D., and Karl S. Ulicny, Jr., M.D. v. Aetna Health, Inc., Humana, Inc ., Anthem Blue Cross and Blue Shield, and United Health Care, Inc., No. 02-CI-903 was filed on June 27, 2002 in
_____________
dt 230951
;
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Subscribers | 2002 |
364-Day Credit Agreement [Amended and Restated]
364-Day Credit Agreement [Amended and Restated] (19K)
Doc #212617: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.(N)
{SEQUENCE}6
{FILENAME}valspar020271_ex-10n.txt
{DESCRIPTION}364-DAY CREDIT AGREEMENT
{TEXT}
Exhibit 10(n)
US$150,000,000
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
dated as of
November 15, 2001
among
THE VALSPAR CORPORATION
The Borrowing Subsidiaries
Party Hereto
The Lenders Party Hereto
and
JPMORGAN CHASE BANK,
as Administrative Agent
BANK OF AMERICA, N.A.,
BANK ONE, N.A.,
WACHOVIA BANK, N.A.,
as Co-Syndication Agents and Co-Documentation Agents
---------------------------
J.P. MORGAN SECURITIES INC.
as Lead Arranger and Bookrunner
{PAGE}
AMENDMENT AND RESTATEMENT AGREEMENT dated as
of November 15, 2001 (this "Amendment and
Restatement"), in respect of the 364-DAY CREDIT
AGREEMENT dated as of November 17, 2000 (the "Credit
Agreement"), among THE VALSPAR CORPORATION, a
Delaware corporation (the "Company"); the BORROWING
SUBSIDIARIES from time to time party hereto (the
Company and the Borrowing Subsidiaries being
collectively called the "Borrowers"); the LENDERS
from time to time party hereto; JPMORGAN CHASE BANK,
as Administrative Agent; and BANK OF AMERICA, N.A.,
BANK ONE, N.A. and WACHOVIA BANK, N.A., as
Co-Syndication Agents and Co-Documentation Agents.
The Company and each other Borrower has requested that the
Credit Agreement be amended and restated as set forth in Section 1 below and the
parties hereto are willing so to amend the Credit Agreement. Each capitalized
term used but not defined herein has the meaning assigned thereto in the Credit
Agreement.
In consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto hereby agree, on
the terms and subject to the conditions set forth herein, as follows:
SECTION 1. Amendment and Restatement. Upon the effectiveness
of this Amendment and Restatement as provided in Section 3 below, the Credit
Agreement shall be amended and restated in the form resulting from the following
revisions:
(a) The preamble to the Credit Agreement is hereby amended by
deleting the preamble in its entirety and substituting therefore the
following paragraph:
"The Company has requested the Lenders to amend and
restate the Existing Credit Agreement (such term and
each other capitalized term used and not otherwise
defined herein having the meaning assigned to it in
Article I) under which the Borrowers may obtain
revolving loans in an aggregate principal amount at
any time outstanding not greater than $150,000,000.
All Borrowings under this Agreement will be
denominated in U.S. Dollars."
(b) Section 1.01 of the Credit Agreement is hereby amended as
follows:
(i) Consolidated EBITDA. The definition of the term
"Consolidated EBITDA" is hereby amended by deleting clause
(vi) in its entirety and substituting therefor "(vi) charges,
to the extent such charges do not exceed $40,000,000 in the
aggregate, associated with addbacks related to the
restructuring program and other initiatives to eliminate
redundant facilities from the Lilly Acquisition and to
accelerate performance improvement".
(ii) Existing Credit Agreement. The definition of the
term "Existing Credit Agreement" is hereby amended by deleting
in its entirety and substituting therefor the following
definition:
{PAGE}
"Existing Credit Agreement" means the 364-Day Credit Agreement
dated as of November 17, 2000, among the Company, the
borrowing subsidiaries party thereto, the lenders party
thereto and Chase, as administrative agent."
(iii) Five-Year Credit Agreement. The definition of
the term "Five-Year Credit Agreement" is hereby amended by
deleting the words "as of the date hereof" and substituting
therefor "dated as of November 15, 2000, as amended,
supplemented or otherwise modified from time to time".
(iv) Information Memorandum. The definition of the
term "Information Memorandum" is hereby amended by deleting
the date "August 2000" and substituting therefor "October
2001".
(v) Maturity Date. The definition of the term
"Maturity Date" is hereby amended by deleting the words
"second anniversary" and substituting therefor "first
anniversary".
(vi) Termination Date. The definition of the term
"Termination Date" is hereby amended by deleting the date
"November 16, 2001" and substituting therefor "November 14,
2002".
212617
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J.P. Morgan
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
J.P. MORGAN SECURITIES – Administrative Agent
BANK OF AMERICA, N.A.,
BANK ONE, N.A.,
WACHOVIA BANK, N.A.,
as Co-Syndication Agents and Co-Documentation Agents
---------------------------
J.P. MORGAN SECURITIES INC.
as Lead Arranger and Bookrunner
{PAGE}
AMENDMENT AND RESTATEMENT AGREEMENT dated as
of November 15, 2001 (this "Amendment and
Restatement"), in respect
_____________
dt 98273
;
Valspar
As referenced in this 364-Day Credit Agreement [Amended and Restated]:
valspar – AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
dated as of
November 15, 2001
among
THE VALSPAR CORPORATION
The Borrowing Subsidiaries
Party Hereto
The Lenders Party Hereto
and
JPMORGAN CHASE BANK,
as
valspar – 364-DAY CREDIT
AGREEMENT dated as of November 17, 2000 (the "Credit
Agreement"), among THE VALSPAR CORPORATION, a
Delaware corporation (the "Company"); the BORROWING
SUBSIDIARIES from time to time party hereto (
valspar – by their respective authorized
officers as of the day and year first above written.
THE VALSPAR CORPORATION
by
----------------------------------------
Name:
|