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$68	Preview 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	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 120-Day Credit Agreement: CHASE MANHATTAN BANK – 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.P. MORGAN SECURITIES, INC. and SALOMON SMITH BARNEY _____________ CHASE MANHATTAN BANK, – 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, as documentation agents, and JP MORGAN SECURITIES, INC. and SALOMON SMITH BARNEY INC., as joint lead arrangers _____________ Chase Manhattan Bank – of which is such Lender's Revolving Credit Commitment at such time and the denominator of which is the Revolving Credit Facility at such time. "Reference Banks" means Citibank, The Chase Manhattan Bank and First Union National Bank. "Register" has the meaning specified in Section 8.07(d). "Required Lenders" means at any time Lenders owed at least a majority in interest of _____________ CHASE MANHATTAN BANK – 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 COMPANY By _______________________ Name: Title: $20,000,000.00 FIRST UNION NATIONAL BANK By _____________ Chase Manhattan Bank – York, NY 10020 New York, NY 10020 Attn: Fredrick Leone Attn: Fredrick Leone T: 212 782-4637 T: 212 782-4637 F: 212 783-6420 F: 212 783-6420 The Chase Manhattan Bank 270 Park Avenue, 47th Floor 270 Park Avenue, 47th Floor New York, NY 10017 New York, NY 10017 Attn: Randolph Cates Attn: Randolph Cates T: 212 270-8997 T: _____________ dt 1426219 ; Citibank Citibank, NA 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 McGraw-Hill Companies Inc. ( Printing & Publishing ) 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 Bank of New York ( Money Center Banks ) 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 Canadian Imperial Bank of Commerce ( Regional Banks ) 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 ; More...
$60	Preview 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	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 180-Day Credit Agreement: CHASE MANHATTAN BANK – 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 Co-Arranger <PAGE> Table of Contents _____________ CHASE MANHATTAN BANK, – 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 1.01. DEFINED TERMS. As used in this _____________ Chase Manhattan Bank – 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 whether such Loan, or the _____________ Chase Manhattan Bank – 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 the sum of the total Revolving _____________ CHASE MANHATTAN BANK – Vill Title: VP - Treasury, Investor Relations and Treasurer CITICORP NORTH AMERICA, INC., individually and as Administrative Agent By /s/ Steven R. Victorin --------------------------------------- Name: Steven R. Victorin Title: Vice President THE CHASE MANHATTAN BANK By /s/ Thomas H. Bell --------------------------------------- Name: Thomas H. Bell Title: Vice President 51 </TEXT> </DOCUMENT> _____________ dt 1427134 ; Citibank Citibank, NA 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 Citicorp North America, Inc. 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 ;	Claiborne LIZ Claiborne LIZ Inc ; Liz Claiborne Liz Claiborne, Inc. ( Apparel & Accessories ) 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 ; More...
$81	Preview Subscribers	2000	364-Day Bank Credit Agreement [Amended and Restated] 364-Day Bank Credit Agreement [Amended and Restated] (193K) Doc #215234: Click preview link for longer preview. AMENDED AND RESTATED 364-DAY BANK CREDIT AGREEMENT among THE BOEING COMPANY and the Subsidiaries which are or shall become party hereto, as Borrower THE BANKS PARTY HERETO CITIBANK, N.A., as Administrative Agent and THE CHASE MANHATTAN BANK, as Syndication Agent and SALOMON SMITH BARNEY INC. and CHASE SECURITIES, INC. as Joint Lead Arrangers and Joint Book Managers dated as of September 29, 1999 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} ARTICLE 1 {S} {C} {C} Section Page Section 1.02. Use of Defined Terms.....................................................................80 Section 1.03. Accounting Terms.........................................................................81 ARTICLE 2 Section 2.01. The A Advances...........................................................................81 Section 2.02. Making the A Advances....................................................................82 Section 2.03. Conversion to Term Loan, Repayment.......................................................85 Section 2.04. Interest Rate on A Advances..............................................................86 Section 2.05. The B Advances............................................................................86 Section 2.06. Fees.....................................................................................94 Section 2.07. [intentionally omitted.].................................................................95 Section 2.08. Reduction of the Commitments.............................................................95 Section 2.09. Additional Interest on Eurodollar Rate A Advances........................................96 Section 2.10. Eurodollar Interest Rate Determination...................................................97 Section 2.11. Voluntary Conversion of A Advances.......................................................99 Section 2.12. Prepayments.............................................................................100 Section 2.13. Increases in Costs......................................................................102 Section 2.14. Illegality..............................................................................108 Section 2.15. Payments and Computations...............................................................109 Section 2.16. Sharing of Payments, Etc................................................................111 Section 2.17. Alteration of Commitments and Addition of Banks.........................................112 Section 2.18. Assignments; Sales of Participations and Other Interests in Notes........................114 Section 2.19. Extension of Termination Date...........................................................120 Section 2.20. Subsidiary Borrowers....................................................................122 ARTICLE 3 Section 3.01. Representations and Warranties by the Borrowers.........................................126 Section 3.02. Representation by the Banks.............................................................128 ARTICLE 4 Section 4.01. Affirmative Covenants of TBC............................................................129 Section 4.02. General Negative Covenants of TBC.......................................................131 Section 4.03. Financial Statement Terms...............................................................133 Section 4.04. Waivers of Covenants....................................................................134 ARTICLE 5 Section 5.01. Conditions Precedent to the Initial Borrowing of TBC....................................135 Section 5.02. Conditions Precedent to Each A Borrowing of TBC.........................................136 Section 5.03. Conditions Precedent to Each B Borrowing of TBC.........................................137 Section 5.04. Conditions Precedent to the Initial Borrowing of a Subsidiary Borrower..................139 Section 5.05. Conditions Precedent to Each A Borrowing of a Subsidiary Borrower.......................141 Section 5.06. Conditions Precedent to Each B Borrowing of a Subsidiary Borrower.......................142 ARTICLE 6 Section 6.01. Events of Default.......................................................................145 ARTICLE 7 Section 7.01. Authorization and Action................................................................149 Section 7.02. Administrative Agent's Reliance, Etc....................................................150 Section 7.03. Citibank, N.A. and its Affiliates.......................................................151 Section 7.04. Bank Credit Decision....................................................................151 Section 7.05. Indemnification.........................................................................152 Section 7.06. Successor Administrative Agent..........................................................153 Section 7.07. Certain Obligations May be Performed by Affiliates......................................154 ARTICLE 8 Section 8.01. Modification, Consents and Waivers......................................................154 Section 8.02. Addresses for Notices...................................................................156 Section 8.03. Costs, Expenses and Taxes...............................................................156 Section 8.04. Binding Effect..........................................................................157 Section 8.05. Severability............................................................................157 Section 8.06. Governing Law...........................................................................157 Section 8.07. Headings................................................................................158 Section 8.08. Execution in Counterparts...............................................................159 Section 8.09. Right of Set-Off........................................................................159 Section 8.10. Agreement in Effect.....................................................................160 Exhibit A-1 - Base Rate Advance A Note Exhibit A-2 - Eurodollar Rate A Note Exhibit A-3 - Fixed Rate B Note Exhibit A-4 - Eurodollar Rate B Note Exhibit B-1 - Notice of A Borrowing Exhibit B-2 - Notice of B Borrowing Exhibit C - Request for Alteration Exhibit D - Borrower Subsidiary Letter Exhibit E - Extension Request Exhibit F - Continuation Note Exhibit G - Opinion of Chief Legal Officer of Borrower Exhibit H - Opinion of Counsel for Administrative Agent Exhibit I - Opinion of in-house counsel to Subsidiary Borrower Exhibit J - Guaranty of TBC Schedule I - Commitments {/TABLE} {PAGE} THIS BANK CREDIT AGREEMENT (the "Agreement") dated as of September 29, 1999, is by and among: THE BOEING COMPANY, a Delaware corporation ("TBC" or the "Company"); the BORROWERS (as defined below); the BANKS (as defined below); CITIBANK, N.A., in its capacity as administrative agent for the Banks (in such capacity, the "Administrative Agent"); and THE CHASE MANHATTAN BANK, in its capacity as syndication agent for the Banks (in such capacity, the "Syndication Agent"). RECITALS TBC is party to an Amended and Restated 364-Day Bank Credit Agreement dated as of September 30, 1998 (the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto and Citibank, N.A., as Administrative Agent for the Banks and such other lenders. The parties to this Amendment and Restatement desire to amend the Existing Credit Agreement in its entirety to read as set forth below: ARTICLE 1 Definitions Section 1.01. Definitions. As used in this Agreement, the following terms shall have the meanings set out respectively after each: "A Advance"--An advance made by a Bank to a Borrower as part of an A Borrowing and refers to a Base Rate Advance or a Eurodollar Rate A Advance, each of which shall be a "Type" of A Advance. "A Borrowing"--A borrowing consisting of simultaneous A Advances of the same Type made by each of the Banks pursuant to Section 2.01. "A Note"--A promissory note of a Borrower payable to the order of any Bank, in substantially the form of Exhibit A-1 or A-2 hereto, evidencing the indebtedness of that Borrower to such Bank resulting from the aggregate of all Base Rate Advances and the aggregate of all Eurodollar Rate A Advances, respectively, made by such Bank to that Borrower. "Administrative Agent"--Citibank, N.A. acting in its capacity as administrative agent for the Banks, or any successor Administrative Agent appointed pursuant to Section 7.06. "Administrative Agent's Account"--The account of the Administrative Agent maintained by the Administrative Agent with Citibank, N.A., at its office at 2 Pennsway, Corporate Commons, Suite 200, New Castle, Delaware 19720, Account No. 35852248, Attention: Jay Moffitt. "Advance"--An A Advance or a B Advance. "Agent"--Individually and collectively, as the context shall require, the Administrative Agent and the Syndication Agent. "Agreement"--This agreement, as it may be amended or otherwise modified from time to time, and any written additions or supplements hereto. "Applicable Lending Office"--With respect to each Bank, such Bank's Domestic Lending Office in the case of a Base Rate Advance, and such Bank's Eurodollar Lending Office in the case of a Eurodollar Rate Advance and, in the case of a B Advance, the office of such Bank notified by such Bank to the Administrative Agent as its Applicable Lending Office with respect to such B Advance. "Applicable Margin"--Means with respect to Base Rate Advances, 0% per annum; with respect to Eurodollar Rate Advances which have not been Converted to Term Loans, 0.11% per annum; with respect to Eurodollar Rate Advances which have been Converted to Term Loans, a fluctuating per annum amount, commencing on the date of the Conversion and ending on the Maturity Date, equal at any time to then-applicable rate set forth in the pricing grid below, depending upon the rating of the long-term senior unsecured debt of TBC then in effect: {TABLE} {CAPTION} {S} {C} {C} -------------------------------------------------------- ---------------------------------- Public Debt Rating S&P/Moody's Applicable Margin -------------------------------------------------------- ---------------------------------- -------------------------------------------------------- ---------------------------------- Level I A by S&P or A2 by Moody's or above 0.15% -------------------------------------------------------- ---------------------------------- -------------------------------------------------------- ---------------------------------- Level II less than level I but at least A- by S&P or A3 by 0.20% Moody's -------------------------------------------------------- ---------------------------------- -------------------------------------------------------- ---------------------------------- Level III less than level II but at least BBB+ by S&P or Baa1 by 0.25% Moody's -------------------------------------------------------- ---------------------------------- -------------------------------------------------------- ---------------------------------- Level IV less than level III 0.375% -------------------------------------------------------- ---------------------------------- -------------------------------------------------------- ---------------------------------- -------------------------------------------------------- ---------------------------------- {/TABLE} provided, however, that in the event and during the continuance of an Event of Default which is described in Section 6.01(a), the Applicable Margin shall immediately increase by 1.0% above the Applicable Margin then in effect, and, in the case of a Eurodollar Rate Advance, such Advance shall automatically convert to a Base Rate Advance at the end of the Interest Period then in effect for such Eurodollar Rate Advance. If the ratings from S&P and Moody's shall fall within different levels, then the Applicable Margin shall be determined by the higher of the two ratings except that, if the lower of such rating is more than one level below the higher of such ratings, the Applicable Margin shall be determined based on the level above the lower of such ratings. If at any time no rating is available from S&P and Moody's or any other nationally recognized statistical rating organization designated by TBC and approved in writing by the Majority Banks, the Applicable Margin for each Interest Period or each other period commencing during the thirty days following such ratings becoming unavailable shall be the Applicable Margin in effect immediately prior to such ratings becoming unavailable. Thereafter the rating to be used for purposes of this Agreement until ratings from S&P and Moody's become available shall be as agreed between TBC and the Administrative Agent, and TBC and the Administrative Agent shall use good faith efforts to reach such agreement within such thirty day period, provided, however, that if no such agreement is reached within such thirty day period the Applicable Margin thereafter, until such agreement shall have been reached, shall be (A) if any such rating shall have become unavailable as a result of S&P or Moody's ceasing its business as a rating agency, the Applicable Margin in effect immediately prior to such cessation or (B) otherwise, the Applicable Margin as set forth under Level IV above. 215234	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]: CHASE MANHATTAN BANK, – the Subsidiaries which are or shall become party hereto, as Borrower THE BANKS PARTY HERETO CITIBANK, N.A., as Administrative Agent and THE CHASE MANHATTAN BANK, as Syndication Agent and SALOMON SMITH BARNEY INC. and CHASE SECURITIES, INC. as Joint Lead Arrangers and Joint Book Managers dated as _____________ CHASE MANHATTAN BANK, – as defined below); CITIBANK, N.A., in its capacity as administrative agent for the Banks (in such capacity, the "Administrative Agent"); and THE CHASE MANHATTAN BANK, in its capacity as syndication agent for the Banks (in such capacity, the "Syndication Agent"). RECITALS TBC is party to an Amended _____________ Chase Manhattan Bank, – or agency thereof. "Property, Plant and Equipment"--Any item of real property, or any interest therein, buildings, improvements and machinery. "Reference Banks"--The Chase Manhattan Bank, Citibank, N.A., BankBoston, N.A., Bank of New York, and National Westminster Bank plc. "Register"--As defined in Section 2.18. " _____________ Chase Manhattan Bank, – Borrower" hereunder in accordance with Section 2.20; in each case, unless and until it becomes a "Terminated Subsidiary Borrower." "Syndication Agent"--The Chase Manhattan Bank, acting in its capacity as syndication agent for the Banks. "TBC"--The Boeing Company, a Delaware corporation. "Term Loan Conversion Option"--The _____________ CHASE MANHATTAN BANK, – KINSCHERFF Title: Assistant Treasurer CITIBANK, N.A., Individually and as Administrative Agent By /S/ PHILIPPE PORTNOY Name: Philippe Portnoy Title: Vice President THE CHASE MANHATTAN BANK, Individually and as Syndication Agent By /S/ MATTHEW H. MASSIE Name: Matthew H. Massie Title: Managing Director ABN AMRO BANK N.V. _____________ dt 102159 ; ABN AMRO Bank ABN AMRO Bank N.V. As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]: ABN AMRO BANK – as Syndication Agent By /S/ MATTHEW H. MASSIE Name: Matthew H. Massie Title: Managing Director ABN AMRO BANK N.V. By /S/ DAVID J. THOMAS Name: David J. Thomas Title: Group Vice President ABN Amro Bank – S} {C} {C} {C} {C} Name of Bank Commitment Domestic Lending Office Eurodollar Lending Office -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- ABN Amro Bank N.V. $52,000,000 208 South LaSalle Street, Suite 1500 208 South LaSalle Street, dt 45399 ; Boeing Boeing Co. ( Aerospace ) ;	Citibank Citibank, NA As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]: CITIBANK, N.A. – BANK CREDIT AGREEMENT among THE BOEING COMPANY and the Subsidiaries which are or shall become party hereto, as Borrower THE BANKS PARTY HERETO CITIBANK, N.A. , as Administrative Agent and THE CHASE MANHATTAN BANK, as Syndication Agent and SALOMON SMITH BARNEY INC. and CHASE SECURITIES, INC. as Joint _____________ Citibank, N.A. – Default.......................................................................145 ARTICLE 7 Section 7.01. Authorization and Action................................................................149 Section 7.02. Administrative Agent's Reliance, Etc....................................................150 Section 7.03. Citibank, N.A. and its Affiliates.......................................................151 Section 7.04. Bank Credit Decision....................................................................151 Section 7.05. Indemnification.........................................................................152 Section 7.06. Successor Administrative Agent.......................................................... _____________ CITIBANK, N.A. – by and among: THE BOEING COMPANY, a Delaware corporation ("TBC" or the "Company"); the BORROWERS (as defined below); the BANKS (as defined below); CITIBANK, N.A. , in its capacity as administrative agent for the Banks (in such capacity, the "Administrative Agent"); and THE CHASE MANHATTAN BANK, in its _____________ Citibank, N.A. – Agreement dated as of September 30, 1998 (the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto and Citibank, N.A. , as Administrative Agent for the Banks and such other lenders. The parties to this Amendment and Restatement desire to amend the Existing _____________ Citibank, N.A. – all Base Rate Advances and the aggregate of all Eurodollar Rate A Advances, respectively, made by such Bank to that Borrower. "Administrative Agent"--Citibank, N.A. acting in its capacity as administrative agent for the Banks, or any successor Administrative Agent appointed pursuant to Section 7.06. "Administrative _____________ dt 146408 ; ABN AMRO Bank ABN AMRO Bank N.V. ( Money Center Banks ) As referenced in this 364-Day Bank Credit Agreement [Amended and Restated]: ABN AMRO BANK – as Syndication Agent By /S/ MATTHEW H. MASSIE Name: Matthew H. Massie Title: Managing Director ABN AMRO BANK N.V. By /S/ DAVID J. THOMAS Name: David J. Thomas Title: Group Vice President ABN Amro Bank – S} {C} {C} {C} {C} Name of Bank Commitment Domestic Lending Office Eurodollar Lending Office -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- ABN Amro Bank N.V. $52,000,000 208 South LaSalle Street, Suite 1500 208 South LaSalle Street, dt 45399 ; More...
$69	Preview 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] (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, f