Exhibit 10-p-3
AMENDED AND RESTATED 364-DAY CREDIT
AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of
October 28, 2003 among Rockwell Automation, Inc. (the
“Borrower”), the Banks listed on the signature
pages hereof (the “Banks”) and JPMorgan Chase
Bank, as Administrative Agent (the “Agent”).
W I T N E S S E T H:
WHEREAS, the parties hereto have heretofore
entered into a 364-Day Credit Agreement dated as of
October 29, 2002 (the “Credit Agreement”);
and
WHEREAS, the parties hereto desire to amend the
Credit Agreement as set forth herein and to restate the Credit
Agreement in its entirety to read as set forth in the Credit
Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as
follows:
SECTION 1. Defined
Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit
Agreement has the meaning assigned to such term in the Credit
Agreement. Each reference to “hereof”,
“hereunder”, “herein” and “hereby”
and each other similar reference and each reference to
“this Agreement” and each other similar reference
contained in the Credit Agreement shall, after the Restatement
Effective Date (as defined below), refer to the Credit Agreement
as amended and restated hereby.
SECTION 2. Amendments.
Effective as of the Restatement Effective Date:
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(a) The definition of “Termination
Date” in Section 1.01 of the Credit Agreement is
amended by changing the date specified therein from
“October 28, 2003” to “October 26,
2004”.
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(b) Section 4.04(a) of the Credit
Agreement is amended by changing each instance of the date
specified therein from September 30, 2001 to
“September 30, 2002”.
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(c) Section 4.04(b) of the Credit
Agreement is amended by changing each instance of the date
specified therein from “June 30, 2002” to
“June 30, 2003”.
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(d) Section 4.04(c) of the Credit
Agreement is amended by changing the dates specified therein as
follows: (i) “September 30, 2001” becomes
“September 30, 2002”;
(ii) “December 31, 2001” becomes
“December 31, 2002”;
(iii) “March 31, 2002” becomes
“March 31, 2003”; and (iv) “June 30,
2002” becomes “June 30, 2003”.
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(e) Section 4.05 of the Credit
Agreement is amended by changing the dates specified therein as
follows: (i) “September 30, 2001” becomes
“September 30, 2002”;
(ii) “December 31, 2001” becomes
“December 31, 2002”;
(iii) “March 31, 2002” becomes
“March 31, 2003”; and
(iv) “June 30, 2002” becomes
“June 30, 2003”.
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SECTION 3. Changes
In Commitments. With effect from and including the
Restatement Effective Date, (i) each Person listed on the
signature pages hereof which is not a party to the Credit
Agreement (each, a “New Bank”) shall become a
Bank party to the Credit Agreement and (ii) the Commitment
of each Bank shall be the amount set forth opposite the name of
such Bank on the signature pages hereof. On the Restatement
Effective Date, any Bank whose Commitment is changed to zero
(each, an “Exiting Bank”) shall cease to be a
Bank party to the Credit Agreement, and all accrued fees and
other amounts payable under the Credit Agreement for the account
of each Exiting Bank shall be due and payable on such date;
provided that the provisions of Sections 8.03, 8.04
and 9.03 of the Credit Agreement shall continue to inure to the
benefit of each Exiting Bank after the Restatement Effective
Date.
SECTION 4. Representations
Of Borrower. The Borrower represents and warrants that
(i) the representations and warranties of the Borrower set
forth in Article 4 of the Credit Agreement will be true on
and as of the Restatement Effective Date and (ii) no
Default will have occurred and be continuing on such date.
SECTION 5. Governing
Law. This Amendment and Restatement shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 6. Effect
of Amendments. Except as expressly set forth herein, the
amendments contained herein shall not constitute a waiver or
amendment of any term or condition of the Credit Agreement, and
all such terms and conditions shall remain in full force and
effect and are hereby ratified and confirmed in all
respects.
SECTION 7. Counterparts.
This Amendment and Restatement may be signed in any number of
counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the
same instrument.
SECTION 8. Effectiveness.
This Amendment and Restatement shall become effective as of the
date hereof subject to satisfaction of the following conditions
(the “Restatement Effective Date”):
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(a) the Agent shall have received from each
of the Borrower and the Banks a counterpart hereof signed by
such party or facsimile or other written confirmation (in form
satisfactory to the Agent) that such party has signed a
counterpart hereof;
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(b) the Agent shall have received an opinion
of counsel for the Borrower (which may be in-house counsel),
substantially in the form of Exhibit D to the Credit
Agreement with reference to this Amendment and Restatement and
the Credit Agreement as amended and restated hereby;
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(c) the Agent shall have received all
documents it may reasonably request relating to the existence of
the Borrower, the corporate authority for and the validity of
this Amendment, and any other matters relevant hereto, all in
form and substance satisfactory to the Agent; and
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(d) the Agent shall have received payment by
the Borrower (i) for the account of each Bank, of a
participation fee in the amount heretofore mutually agreed upon
and (ii) to the Agent, of any other amount due and payable.
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IN WITNESS WHEREOF, the parties hereto have
caused this Amendment and Restatement to be duly executed as of
the date first above written.
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ROCKWELL AUTOMATION, INC.
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By: |
/s/ XXXXXX X. XXXXXXX
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Title: |
Vice President & Treasurer
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Address: |
000 Xxxx Xxxxxxxxx Xxxxxx
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Xxxxx 0000
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Xxxxxxxxx, XX 00000
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Attention: |
Xxxxxxx X. Xxxxxx
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Telecopy: |
(000) 000-0000
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Internet Address: |
xxx.xxxxxxxxxxxxxxxxxx.xxx
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JPMORGAN CHASE BANK,
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as
Administrative Agent and as a Bank
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By: /s/ XXXXX X. XXXXX
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Name: Xxxxx
X. Xxxxx
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Address: |
0000 Xxxxxx Xxxxxx, 00xx Xxx.
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Attention: |
Xxxxxxx Xxxxxxx
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Name: Xxxxx X. Xxxxx
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Title: Vice President
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Commitments
$30,500,000
3
Commitments
$26,500,000
Commitments
$26,500,000
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By: |
/s/ DR. XXXXXXX XXXXX
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Commitments
$26,500,000
4
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By: |
/s/ XXXXXX X. XXXXXXX
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Title: |
First Vice President
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Commitments
$26,500,000
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Title: |
Associate Director
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Banking Products Services
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By: |
/s/ XXXXXXX XXXXXXXXX
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Title: |
Associate Director
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Banking Products Services
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Commitments
$26,500,000
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Title: |
Senior Vice President
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Commitments
$26,500,000
5
Commitments
$20,750,000
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By: |
/s/ XXXXX X. XXXXXXXX
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Title: |
First Vice President
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Commitments
$20,750,000
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KEYBANK NATIONAL ASSOCIATION
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By: |
/s/ XXXXXX X. XXXXXXX
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Title: |
Senior Vice President
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Commitments
$20,750,000
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Name: X. Xxx
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Title: Director
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Commitments
$20,750,000
6
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Name: Xxx X. Xxxxx
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Title: First Vice President
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Commitments
$15,000,000
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Name: Xxxx Xxxxxxx
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Title: Vice President
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Commitments
$15,000,000
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U.S. BANK NATIONAL ASSOCIATION
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By: |
/s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
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Title: Senior Vice President
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Commitments
$15,000,000
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M&I XXXXXXXX & ILSLEY BANK
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Commitments
$10,000,000
7
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THE NORTHERN TRUST COMPANY
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Commitments
$10,000,000
Total Commitments
$337,500,000
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