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$57	Preview Full Doc	2003	180-Day Credit Agreement 180-Day Credit Agreement (262K) Doc #898616: Click preview link for longer preview. 180-DAY CREDIT AGREEMENT DATED AS OF SEPTEMBER 9, 2003 AMONG NORTHERN ILLINOIS GAS COMPANY, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, ABN AMRO BANK N.V., as Administrative Agent, . . . 898616	Bank One Bank One, NA ( Financial ) As referenced in this 180-Day Credit Agreement: BANK ONE, NA – CREDIT AGREEMENT DATED AS OF SEPTEMBER 9, 2003 AMONG NORTHERN ILLINOIS GAS COMPANY, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, ABN AMRO BANK N.V., as Administrative Agent, BANK ONE, NA , as Syndication Agent, and KEYBANK NATIONAL ASSOCIATION, as Documentation Agent ----------------------------------------------------------------------------- ABN AMRO INCORPORATED as Arranger and Bookrunner <PAGE> TABLE OF CONTENTS (This Table of Contents is not _____________ Bank One, NA – 9.4. "Existing Bi-Lateral Credit Agreements" means those certain committed line of credit agreements each among the Borrower, Nicor and each of ABN AMRO Bank N.V., Societe Generale, Bank One, NA , Seaway National Bank, and The Northern Trust Company. "Facility Fee Rate" means the percentage set forth in Schedule 1 hereto beside the then applicable Level. "Federal Funds Rate" means, _____________ BANK ONE, NA – Name: Mark Lasek Title: Senior Vice President & Managing Director By:/s/ Kris S. Grosshans ---------------------------- Name: Kris Grosshans Title: Senior Vice President & Managing Director S-2 <PAGE> BANK ONE, NA By: /s/ Jane Bek ---------------------------- Name: Jane Bek Its: Director KEYBANK NATIONAL ASSOCIATION By:/s/ Sherrie I. Manson ------------------------- Name: Sherrie I. Manson Its: Vice President COMMERZBANK AG, NEW YORK AND _____________ dt 1374234 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this 180-Day Credit Agreement: ABN AMRO BANK N.V., – Form 10-Q Exhibit 10.1 ----------------------------------------------------------------------------- 180-DAY CREDIT AGREEMENT DATED AS OF SEPTEMBER 9, 2003 AMONG NORTHERN ILLINOIS GAS COMPANY, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, ABN AMRO BANK N.V., as Administrative Agent, BANK ONE, NA, as Syndication Agent, and KEYBANK NATIONAL ASSOCIATION, as Documentation Agent ----------------------------------------------------------------------------- ABN AMRO INCORPORATED as Arranger and Bookrunner <PAGE> TABLE OF CONTENTS ( _____________ ABN AMRO Bank N.V. – September 9, 2003 among Northern Illinois Gas Company, an Illinois corporation (the "Borrower"), the financial institutions from time to time party hereto (each a "Lender," and collectively the "Lenders"), and ABN AMRO Bank N.V. in its capacity as agent for the Lenders hereunder (in such capacity, the "Administrative Agent"). WITNESSETH THAT: WHEREAS, the Borrower desires to obtain the several commitments of the Lenders to _____________ ABN AMRO Bank N.V., – to such withholding tax pursuant to Section 9.4. "Existing Bi-Lateral Credit Agreements" means those certain committed line of credit agreements each among the Borrower, Nicor and each of ABN AMRO Bank N.V., Societe Generale, Bank One, NA, Seaway National Bank, and The Northern Trust Company. "Facility Fee Rate" means the percentage set forth in Schedule 1 hereto beside the then applicable _____________ ABN AMRO Bank N.V. – last day of each calendar quarter and at maturity (whether by acceleration or otherwise). "Base Rate" means for any day the greater of: (i) the rate of interest announced by ABN AMRO Bank N.V. from time to time as its prime rate, or equivalent, for U.S. Dollar loans within the United States as in effect on such day, with any change in the _____________ ABN AMRO Bank N.V. – Period and bearing an interest rate equal to LIBOR for such Interest Period. SECTION 10......THE AGENT. Section 10.1....Appointment and Authority. Each of the Lenders hereby irrevocably appoints ABN AMRO Bank N.V. as its agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated _____________ dt 1470967 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this 180-Day Credit Agreement: McGraw-Hill Companies, Inc – the Securities Act of 1933, as amended. 10 <PAGE> "S&P Rating" means the rating assigned by Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc . and any successor thereto that is a nationally recognized rating agency to the outstanding senior unsecured non-credit enhanced long-term indebtedness of the Borrower (or, if neither such _____________ McGraw-Hill Companies, Inc – Borrower). Any reference in this Agreement to any specific rating is a reference to such rating as currently defined by Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc . (or such a successor) and shall be deemed to refer to the equivalent rating if such rating system changes. "Solvent" means that (a) the fair value of a Person' _____________ dt 1516822 ;	Nicor Nicor Inc. ( Natural Gas Utilities ) As referenced in this 180-Day Credit Agreement: Nicor Inc. – <DOCUMENT> <TYPE>EX-10 <SEQUENCE>3 <FILENAME>exhibit101.txt <DESCRIPTION>180-DAY CREDIT AGREEMENT <TEXT> EXECUTION COPY Nicor Inc. Form 10-Q Exhibit 10.1 ----------------------------------------------------------------------------- 180-DAY CREDIT AGREEMENT DATED AS OF SEPTEMBER 9, 2003 AMONG NORTHERN ILLINOIS GAS COMPANY, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as _____________ Nicor Inc. – as currently defined by Moody's Investors Service, Inc. (or such a successor) and shall be deemed to refer to the equivalent rating if such rating system changes. "Nicor" means Nicor Inc. , an Illinois corporation. "Nicor Gas Indenture" means that certain Indenture, dated as of January 1, 1954, between Commonwealth Edison Company and Continental Illinois National Bank and Trust Company of _____________ Nicor Inc. – Authorized Capital Stock, if Subisidiary Name State of Origin Ownership not wholly owned None <PAGE> SCHEDULE 7.13 PERMITTED INVESTMENTS Set forth below is a description of the Nicor Inc. /Nicor Gas Cash Management Policy Nicor Gas EFFECTIVE: June 1, 2003 POLICY ORDER A-18 SUPERSEDES: August 1, 1999 SUBJECT: Management of Company Cash Resources REFERENCE: ------------------------------------------------------------------------ I. Responsibilities The _____________ dt 1337215 ; Nicor Nicor Inc. ( Natural Gas Utilities ) ; More...
$77	Preview Full Doc	2003	180-Day Credit Agreement 180-Day Credit Agreement (262K) Doc #1580273: Click preview link for longer preview. 180-DAY CREDIT AGREEMENT DATED AS OF SEPTEMBER 9, 2003 AMONG NORTHERN ILLINOIS GAS COMPANY, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, ABN AMRO BANK N.V., as Administrative Agent, BANK . . . 1580273	Bank One Bank One, NA ( Financial ) As referenced in this 180-Day Credit Agreement: BANK ONE, NA – CREDIT AGREEMENT DATED AS OF SEPTEMBER 9, 2003 AMONG NORTHERN ILLINOIS GAS COMPANY, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, ABN AMRO BANK N.V., as Administrative Agent, BANK ONE, NA , as Syndication Agent, and KEYBANK NATIONAL ASSOCIATION, as Documentation Agent ----------------------------------------------------------------------------- ABN AMRO INCORPORATED as Arranger and Bookrunner TABLE OF CONTENTS (This Table of Contents is not part of _____________ Bank One, NA – 9.4. "Existing Bi-Lateral Credit Agreements" means those certain committed line of credit agreements each among the Borrower, Nicor and each of ABN AMRO Bank N.V., Societe Generale, Bank One, NA , Seaway National Bank, and The Northern Trust Company. "Facility Fee Rate" means the percentage set forth in Schedule 1 hereto beside the then applicable Level. "Federal Funds Rate" means, _____________ BANK ONE, NA – By:/s/ Mark Lasek ---------------------------- Name: Mark Lasek Title: Senior Vice President & Managing Director By:/s/ Kris S. Grosshans ---------------------------- Name: Kris Grosshans Title: Senior Vice President & Managing Director S-2 BANK ONE, NA By: /s/ Jane Bek ---------------------------- Name: Jane Bek Its: Director KEYBANK NATIONAL ASSOCIATION By:/s/ Sherrie I. Manson ------------------------- Name: Sherrie I. Manson Its: Vice President COMMERZBANK AG, NEW YORK AND _____________ dt 1374788 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this 180-Day Credit Agreement: ABN AMRO BANK N.V., – Form 10-Q Exhibit 10.1 ----------------------------------------------------------------------------- 180-DAY CREDIT AGREEMENT DATED AS OF SEPTEMBER 9, 2003 AMONG NORTHERN ILLINOIS GAS COMPANY, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, ABN AMRO BANK N.V., as Administrative Agent, BANK ONE, NA, as Syndication Agent, and KEYBANK NATIONAL ASSOCIATION, as Documentation Agent ----------------------------------------------------------------------------- ABN AMRO INCORPORATED as Arranger and Bookrunner TABLE OF CONTENTS (This Table _____________ ABN AMRO Bank N.V. – September 9, 2003 among Northern Illinois Gas Company, an Illinois corporation (the "Borrower"), the financial institutions from time to time party hereto (each a "Lender," and collectively the "Lenders"), and ABN AMRO Bank N.V. in its capacity as agent for the Lenders hereunder (in such capacity, the "Administrative Agent"). WITNESSETH THAT: WHEREAS, the Borrower desires to obtain the several commitments of the Lenders to _____________ ABN AMRO Bank N.V., – to such withholding tax pursuant to Section 9.4. "Existing Bi-Lateral Credit Agreements" means those certain committed line of credit agreements each among the Borrower, Nicor and each of ABN AMRO Bank N.V., Societe Generale, Bank One, NA, Seaway National Bank, and The Northern Trust Company. "Facility Fee Rate" means the percentage set forth in Schedule 1 hereto beside the then applicable _____________ ABN AMRO Bank N.V. – last day of each calendar quarter and at maturity (whether by acceleration or otherwise). "Base Rate" means for any day the greater of: (i) the rate of interest announced by ABN AMRO Bank N.V. from time to time as its prime rate, or equivalent, for U.S. Dollar loans within the United States as in effect on such day, with any change in the _____________ ABN AMRO Bank N.V. – Period and bearing an interest rate equal to LIBOR for such Interest Period. SECTION 10......THE AGENT. Section 10.1....Appointment and Authority. Each of the Lenders hereby irrevocably appoints ABN AMRO Bank N.V. as its agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated _____________ dt 1471286 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this 180-Day Credit Agreement: McGraw-Hill Companies, Inc – Section 2(l) of the Securities Act of 1933, as amended. 10 "S&P Rating" means the rating assigned by Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc . and any successor thereto that is a nationally recognized rating agency to the outstanding senior unsecured non-credit enhanced long-term indebtedness of the Borrower (or, if neither such _____________ McGraw-Hill Companies, Inc – and Borrower). Any reference in this Agreement to any specific rating is a reference to such rating as currently defined by Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc . (or such a successor) and shall be deemed to refer to the equivalent rating if such rating system changes. "Solvent" means that (a) the fair value of a Person' _____________ dt 1518123 ;	Nicor Nicor Inc. ( Natural Gas Utilities ) As referenced in this 180-Day Credit Agreement: Nicor Inc. – as currently defined by Moody's Investors Service, Inc. (or such a successor) and shall be deemed to refer to the equivalent rating if such rating system changes. "Nicor" means Nicor Inc. , an Illinois corporation. "Nicor Gas Indenture" means that certain Indenture, dated as of January 1, 1954, between Commonwealth Edison Company and Continental Illinois National Bank and Trust Company of _____________ Nicor Inc. – Subsidiary's Authorized Capital Stock, if Subisidiary Name State of Origin Ownership not wholly owned None SCHEDULE 7.13 PERMITTED INVESTMENTS Set forth below is a description of the Nicor Inc. /Nicor Gas Cash Management Policy Nicor Gas EFFECTIVE: June 1, 2003 POLICY ORDER A-18 SUPERSEDES: August 1, 1999 SUBJECT: Management of Company Cash Resources REFERENCE: ------------------------------------------------------------------------ I. Responsibilities The _____________ dt 1337221 ; Nicor Nicor Inc. ( Natural Gas Utilities ) ; More...
$69	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	Bank One Bank One, NA ( Financial ) As referenced in this 364-Day Competitive Advance and Revolving Credit Facility Agreement [Amended and Restated]: BANK ONE, NA – 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 _____________ dt 532822 ; AT&T AT&T Corp. ( Communications Services ) 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 AT&T Latin America Corp. ( Communications Services ) 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 AT&T Wireless Services, Inc. ( Communications Services ) 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 Citibank, NA 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 ; More...
$98	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	Bank One Bank One, NA ( Financial ) As referenced in this 364-Day Credit Agreement: BANK ONE, NA – 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 BANK N.V., and CITIBANK, N.A. as Co-Documentation Agents _____________ BANK ONE, NA – Agreement] BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Michelle A. Schoenfeld Principal [Signature Page to ONEOK 364-Day Credit Agreement] BANK ONE, NA , as a Lender By: /s/ Name: Title: [Signature Page to ONEOK 364-Day Credit Agreement] WACHOVIA BANK, National Association, as a Lender _____________ dt 100042 ; ABN AMRO Bank ABN AMRO Bank N.V. 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 Citibank, NA 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]