Exhibit 10.3
AMENDMENT
AMENDMENT, dated as of March 27, 2001 (the "AMENDMENT"), to the 364-DAY
CREDIT AGREEMENT, dated as of March 28, 2000 (the "CREDIT AGREEMENT"; unless
otherwise defined herein, capitalized terms which are defined in the Credit
Agreement are used herein as defined therein) among THE CIT GROUP, INC., a
Delaware corporation (the "BORROWER"), the several banks and other financial
institutions from time to time parties to the Credit Agreement (the "LENDERS"),
JPMorgan, a division of CHASE SECURITIES INC., as lead arranger and bookrunner
(in such capacity, the "ARRANGER"), BARCLAYS BANK PLC, BANK OF AMERICA, N.A.,
CITIBANK, N.A. and THE DAI-ICHI KANGYO BANK, LIMITED, as syndication agents (in
such capacity, the "SYNDICATION AGENTS") and THE CHASE MANHATTAN BANK ("CHASE")
(in such capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower; and
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Lenders have agreed, that certain provisions of the Credit
Agreement be amended in the manner provided for in this Amendment;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and in consideration of the premises, the
parties hereto hereby agree as follows:
SECTION I. AMENDMENTS
1.1. AMENDMENT TO SUBSECTION 1.1. Subsection 1.1 of the Credit
Agreement is hereby amended by deleting therefrom the definition of the
following defined term in its entirety and inserting in lieu thereof the
following new definition in proper alphabetical order:
"TERMINATION DATE": March 26, 2002, as such date may be extended from
time to time in accordance with subsection 2.7.
1.2. AMENDMENT TO SUBSECTION 2.4(A). The first sentence of subsection
2.4(a) of the Credit Agreement is hereby amended by adding the following proviso
at the end of such sentence:
"; PROVIDED, that if the Termination Date is extended pursuant
to Section 2.7(a) and there are any Non-Extending Banks, any
Loans owing to such Non-Extending Banks on the Termination
Date applicable to such Non-Extending Bank shall be repaid on
such Termination Date."
1.3. AMENDMENT TO SUBSECTION 3.1. Subsection 3.1 of the Credit
Agreement is hereby amended by substituting "December 31, 1999" for
"December 31, 1998".
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1.4. AMENDMENT TO SUBSECTION 3.2. Subsection 3.2 of the Credit
Agreement is hereby amended by substituting "December 31, 1999" for "December
31, 1998".
1.5. AMENDMENT TO SUBSECTION 3.3. Subsection 3.3 of the Credit
Agreement is hereby amended by substituting "December 31, 1999" for "December
31, 1998" and "1999" for "1998".
1.6. AMENDMENT TO SCHEDULE I. Schedule I of the Credit Agreement is
hereby amended by deleting the existing Schedule I in its entirety and
substituting in lieu thereof a new Schedule I, which is attached hereto.
SECTION II. MISCELLANEOUS
2.1. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall
become effective as of the date first set forth above (the "AMENDMENT EFFECTIVE
DATE") upon satisfaction of the following conditions:
(a) CORPORATE PROCEEDINGS OF THE COMPANY. The Administrative Agent
shall have received, with a counterpart for each Bank, a copy of the
resolutions, in form and substance satisfactory to the Administrative Agent,
of the Board of Directors of the Company authorizing (i) the execution,
delivery and performance of this Agreement, and (ii) the borrowings
contemplated hereunder, certified by the Secretary or an Assistant Secretary
of the Company as of the Closing Date pursuant to a certificate
substantially in the form of Exhibit A, which certificate shall state that
the resolutions thereby certified have not been amended, modified, revoked
or rescinded.
(b) CORPORATE DOCUMENTS. The Administrative Agent shall have received,
with a counterpart for each Bank, true and complete copies of the
certificate of incorporation and by-laws of the Company, certified as of the
Closing Date as complete and correct copies thereof by the Secretary or an
Assistant Secretary of the Company.
(c) LEGAL OPINIONS. The Administrative Agent shall have received, with
a counterpart for each Bank, (i) the executed legal opinion of the general
counsel of the Company, substantially in the form of Exhibit B-1 and (ii)
the executed legal opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the
Administrative Agent, substantially in the form of Exhibit B-2.
(d) EXECUTED COPIES. The Administrative Agent shall have received
counterparts of this Amendment duly executed and delivered by the Borrower,
the Administrative Agent, the Lenders constituting the Required Lenders
under the Credit Agreement and all Lenders having Commitments listed in
Schedule I.
2.2. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to each Lender that as of the effective date of this Amendment: (a)
this Amendment constitutes the legal, valid and binding obligation of the
Borrower, enforceable against it in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws affecting creditors' rights
generally, by general equitable principles (whether enforcement is sought by
proceedings in equity or at law)
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and an implied covenant of good faith and fair dealing; (b) the representations
and warranties made by the Loan Parties in the Loan Documents are true and
correct in all material respects on and as of the date hereof (except to the
extent that such representations and warranties are expressly stated to relate
to an earlier date, in which case such representations and warranties shall have
been true and correct in all material respects on and as of such earlier date)
and (c) no Default or Event of Default shall have occurred and be continuing as
of the date hereof.
2.3. COUNTERPARTS. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by all the parties shall be lodged with the Borrower and the
Administrative Agent. The execution and delivery of the Amendment by any Lender
shall be binding upon each of its successors and assigns (including Transferees
of its commitments and Loans in whole or in part prior to effectiveness hereof)
and binding in respect of all of its commitments and Loans, including any
acquired subsequent to its execution and delivery hereof and prior to the
effectiveness hereof.
2.4. CONTINUING EFFECT; NO OTHER AMENDMENTS. Except to the extent the
Credit Agreement is expressly amended hereby, all of the terms and provisions of
the Credit Agreement and the other Loan Documents are and shall remain in full
force and effect. This Amendment shall constitute a Loan Document.
2.5. PAYMENT OF EXPENSES. The Borrower agrees to pay and reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred to date in connection with this Amendment and the other Loan Documents,
including, without limitation, the reasonable fees and disbursements of legal
counsel to the Administrative Agent.
2.6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
THE CIT GROUP, INC.
By:
----------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Bank
By:
----------------------------------
Name:
Title:
JPMORGAN, a division of CHASE
SECURITIES INC., as Lead Arranger and
Bookrunner
By:
----------------------------------
Name:
Title:
BARCLAYS BANK PLC, as Syndication
Agent and as a Bank
By:
----------------------------------
Name:
Title:
BANK OF AMERICA, NA, as Syndication
Agent and as a Bank
By:
----------------------------------
Name:
Title:
CITIBANK, N.A., as Syndication Agent and
as a Bank
By:
----------------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK,
LIMITED., as Syndication Agent and as
a Bank
By:
----------------------------------
Name:
Title:
ABN AMRO BANK N.V.
By:
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Name:
Title:
By:
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Name:
Title:
DRESDNER BANK AG, NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCHES
By:
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Name:
Title:
By:
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Name:
Title:
FIRST UNION NATIONAL BANK
By:
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Name:
Title:
XXXXXX COMMERCIAL PAPER INC.
By:
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Name:
Title:
NATIONAL AUSTRALIA BANK
LIMITED, A.C.N. 004044937
By:
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Name:
Title:
SOCIETE GENERALE, NEW YORK
BRANCH
By:
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Name:
Title:
UBS AG, STAMFORD BRANCH
By:
----------------------------------
Name:
Title:
By:
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Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By:
----------------------------------
Name:
Title:
By:
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Name:
Title:
BANK ONE, NA
By:
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Name:
Title:
BNP PARIBAS
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:
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Name:
Title:
By:
----------------------------------
Name:
Title:
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS
BRANCHES
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE
By:
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Name:
Title:
ROYAL BANK OF CANADA
By:
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Name:
Title:
FLEET NATIONAL BANK
By:
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Name:
Title:
HSBC BANK USA
By:
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Name:
Title:
LLOYDS TSB BANK PLC
By:
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Name:
Title:
By:
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Name:
Title:
THE BANK OF NEW YORK
By:
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Name:
Title:
TORONTO-DOMINION (TEXAS), INC.
By:
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Name:
Title:
By:
----------------------------------
Name:
Title:
COMERICA BANK
By:
----------------------------------
Name:
Title:
NORDDEUTSCHE LANDESBANK
GIROZENTRALE NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
BANK OF MONTREAL
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
ALLFIRST BANK
By:
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Name:
Title:
FIRST HAWAIIAN BANK
By:
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Name:
Title:
XXXXX FARGO BANK, N.A.
By:
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Name:
Title:
By:
----------------------------------
Name:
Title:
ARAB BANK PLC
By:
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Name:
Title:
BANCA DI ROMA
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
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Name:
Title:
