U.S. $208,333,333.33
AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT
Dated as of August 21, 2000
Among
SNAP-ON INCORPORATED
as Borrower
and
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
and
XXXXXXX XXXXX XXXXXX INC.
as Lead Arranger and Book Manager
and
BANC ONE CAPITAL MARKETS INC.
as Co-Arranger
and
CITIBANK, N.A.
as Agent
and
BANK ONE, NA
as Syndication Agent
AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT
Dated as of August 21, 2000
SNAP-ON INCORPORATED, a Delaware corporation (the "Borrower"), the
banks, financial institutions and other institutional lenders (collectively, the
"Initial Lenders") party hereto, CITIBANK, N.A., as administrative agent
(together with any successor thereto appointed pursuant to Article VII of the
Existing Credit Agreement referred to below, the "Agent") for the Lenders (as
defined in the Existing Credit Agreement referred to below) , XXXXXXX XXXXX
BARNEY INC., as Lead Arranger and Book Manager, BANK ONE CAPITAL MARKETS INC.,
as Co-Arranger, and BANK ONE, NA, as Syndication Agent hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Borrower is party to a Five Year Credit Agreement dated as of
August 23, 1999 (as amended, supplemented or otherwise modified from time to
time to (but not including) the date of this Amendment and Restatement, the
"Existing Credit Agreement") with the banks, financial institutions and other
institutional lenders party thereto and Citibank, N.A., as Agent for the
Lenders, Xxxxxxx Xxxxx Xxxxxx Inc., as Lead Arranger and Book Manager, Bank One
Capital Markets Inc., as Co-Arranger, and The First National Bank of Chicago, as
Syndication Agent. Capitalized terms not otherwise defined in this Amended and
Restated Five Year Credit Agreement (this "Amendment and Restatement") shall
have the same meanings as specified in the Existing Credit Agreement.
(2) The parties to this Amendment and Restatement desire to amend the
Existing Credit Agreement as set forth herein and to restate the Existing Credit
Agreement in its entirety to read as set forth in the Existing Credit Agreement
with the following amendments.
(3) The Borrower has requested that the Lenders agree to extend credit
to it from time to time in an aggregate principal amount of U.S. $208,333,333.33
for general corporate purposes of the Borrower and its Subsidiaries not
otherwise prohibited under the terms of this Agreement. The Lenders have
indicated their willingness to agree to extend credit to the Borrower from time
to time in such amount on the terms and conditions of this Amendment and
Restatement.
SECTION 1. Amendments to the Existing Credit Agreement. (a) Section
1.01 of the Existing Credit Agreement is, effective as of the date of this
Amendment and Restatement and subject to the satisfaction of the conditions
precedent set forth in Section 2, hereby amended by deleting the definitions of
"Commitment", "Lenders", Sandvik Funding Date" and "Termination Date" set forth
therein and adding the following definitions thereto:
"Commitment" means as to any Lender (a) the Dollar amount set forth
opposite such Lender's name on Schedule I hereto, (b) if such Lender has
entered into any Assignment and Acceptance, the Dollar amount set forth for
such Lender in the Register maintained by the Agent pursuant to Section
8.07(d), as such amount may be reduced pursuant to Section 2.05.
"Lenders" means, collectively, each Initial Lender, and each Person
that shall become a party hereto pursuant to Section 8.07.
NYDOCS03/539114.3 Amended and Restated Five Year Credit Agreement August 21,
2000
"Termination Date" means the earlier of (a) August 20, 2005, and (b)
the date of termination in whole of the Commitments pursuant to Section
2.05 or 6.01.
(b) Section 2.01 of the Existing Credit Agreement is amended by
deleting the following proviso:
"provided, further, that until the Sandvik Funding Date, the
aggregate amount of all Revolving Credit Advances made by any
Lender shall not exceed one third of such Lender's Commitment"
(c) Section 3.02 of the Existing Credit Agreement is deleted in its
entirety.
(d) Section 4.01(e) of the Existing Credit Agreement is amended by (i)
deleting the date "December 31, 1998" and substituting therefor the date
"December 31, 1999" and (ii) deleting the date "June 30, 1999" and substituting
therefor the date "June 30, 2000".
(e) Schedule I to the Existing Credit Agreement is, effective as of
the date of this Amendment and Restatement and subject to the satisfaction of
the conditions precedent set forth in Section 2, deleted in its entirety and
replaced with Schedule I to this Amendment and Restatement.
SECTION 2. Conditions of Effectiveness of this Amendment and
Restatement. This Amendment and Restatement shall become effective as of the
date first above written (the "Restatement Effective Date") when and only if:
(a) The Agent shall have received counterparts of this Amendment and
Restatement executed by the Borrower and all of the Initial Lenders or, as to
any of the Initial Lenders, advice satisfactory to the Agent that such Initial
Lender has executed this Amendment and Restatement.
(b) On the Restatement Effective Date, the following statements shall
be true and the Agent shall have received for the account of each Lender a
certificate signed by a duly authorized officer of the Borrower, dated the
Restatement Effective Date, stating that:
(i) The representations and warranties contained in Section 4.01
of the Existing Credit Agreement are correct on and as of the
Restatement Effective Date, as though made on and as of such date: and
(ii) No event has occurred and is continuing, or shall occur as a
result of the occurrence of the Restatement Effective Date, that
constitutes a Default.
(c) The Agent shall have received on or before the Restatement
Effective Date the following, each dated such date and (unless otherwise
specified below) in form and substance satisfactory to the Agent and in
sufficient copies for each Initial Lender:
(i) The Revolving Credit Notes to the order of the Lenders to the
extent requested by any Lender pursuant to Section 2.16 of the
Existing Credit Agreement.
(ii) Certified copies of the resolutions of the Board of
Directors of the Borrower approving this Amendment and Restatement and
the Notes, and of all
NYDOCS03/539114.3 Amended and Restated Five Year Credit Agreement August 21,
2000
documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to this Amendment and Restatement and
the Notes.
(iii) A certificate of the Secretary or an Assistant Secretary of
the Borrower certifying the names and true signatures of the officers
of the Borrower authorized to sign this Amendment and Restatement and
the Notes and the other documents to be delivered hereunder.
(iv) A favorable opinion of Xxxxx X. Xxxxxxxx, General Counsel of
the Borrower, and a favorable opinion of Xxxxx & Lardner, counsel to
the Borrower, substantially in the form of Exhibit D-1 and Exhibit D-2
hereto, respectively, and as to such other matters as any Lender
through the Agent may reasonably request.
SECTION 3. Reference to and Effect on the Existing Credit Agreement
and the Notes. (a) On and after the effectiveness of this Amendment and
Restatement, each reference in the Existing Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Existing Credit Agreement, and each reference in the Notes to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Existing Credit Agreement, shall mean and be a reference to the Existing Credit
Agreement, as amended by this Amendment and Restatement.
(b) The Existing Credit Agreement and the Notes, as specifically
amended by this Amendment and Restatement, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed.
(c) Without limiting any of the other provisions of the Existing
Credit Agreement, as amended by this Amendment and Restatement, any references
in the Existing Credit Agreement to the phrases "on the date hereof", "on the
date of this Agreement" or words of similar import shall mean and be a reference
to the date of the Existing Credit Agreement (which is August 23, 1999).
SECTION 4. Costs and Expenses. The Borrower agrees to pay on demand
all reasonable out-of-pocket costs and expenses of the Agent in connection with
the preparation, execution, delivery and administration, modification and
amendment of this Amendment and Restatement, the Notes and the other documents
to be delivered hereunder (including, without limitation, the reasonable and
documented fees and expenses of counsel for the Agent with respect hereto and
thereto) in accordance with the terms of Section 8.04 of the Existing Credit
Agreement.
SECTION 5. Execution in Counterparts. This Amendment and Restatement
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment and Restatement by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment and Restatement.
SECTION 6. Governing Law. This Amendment and Restatement shall be
governed by, and construed in accordance with, the laws of the State of New
York.
[Remainder Of This Page Left Intentionally Blank]
NYDOCS03/539114.3 Amended and Restated Five Year Credit Agreement August 21,
2000
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Restatement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
THE BORROWER
SNAP-ON INCORPORATED
By /s/ Xxxxxx X. Xxxx
--------------------------------
Title: Sr. Vice President-Finance and
Chief Financial Officer
THE AGENT
CITIBANK, N.A.,
as Agent
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Title: Vice President
INITIAL LENDERS
CITIBANK, N.A.
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Title: Vice President
BANK ONE, NA (Main Office Chicago)
By /s/ Xxxxx X. Xxxxxx
--------------------------------
Title: First Vice President
BANK OF AMERICA, N.A.
By /s/ Xxxx Xxxxxxx
-------------------------------
Title: Managing Director
XXXXXX GUARANTY BANK AND TRUST
COMPANY OF NEW YORK
By /s/Xxxxxx Xxxxxxx
--------------------------------
Title: Associate
SVENSKA HANDELSBANKEN AB (publ)
By /s/ Xxxxx Xxxx
-------------------------------
Title: Sr. Vice President
By /s/ Xxxxxx Xxxxxx
--------------------------------
Title: Vice President
BARCLAYS BANK PLC
By /s/
-------------------------------
Title: Vice President
FIRSTAR BANK MILWAUKEE, N.A.
By /s/
-------------------------------
Title: Assistant Vice President
CIBC INC.
By /s/
-------------------------------
Title: Executive Director, CIBC World
Markets Corp., as Agent
DAI-ICHI KANGYO BANK LTD.
By /s/ Nobuyasu Fukatsu
----------------------
Title: General Manager
SCHEDULE I
TO THE
AMENEDMENT AND RESTATEMENT
COMMITMENTS AND APPLICABLE LENDING OFFICES
------------------------------ ---------------------------- ---------------------------- ----------------------------
Name of Initial Lender Commitment Domestic Lending Office Eurocurrency Lending Office
---------------------- ----------- ----------------------- ---------------------------
------------------------------ ---------------------------- ---------------------------- ----------------------------
Bank of America, N.A. $25,000,000 0000 Xxxxxxx Xxxx. 0000 Xxxxxxx Xxxx.
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Attn: Xxxxxx Conchongco Attn: Xxxxxx Conchongco
T: 000 000-0000 T: 000 000-0000
F: 000 000-0000 F: 000 000-0000
------------------------------ ---------------------------- ---------------------------- ----------------------------
Barclays Bank PLC $16,666,666.67 000 Xxxxxxxx 000 Xxxxxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Attn: C. Tenn Attn: C. Tenn
T: 000 000-0000 T: 000 000-0000
F: 000 000-0000 F: 000 000-0000
------------------------------ ---------------------------- ---------------------------- ----------------------------
CIBC Inc. $3,333,333.33 Two Paces West Two Paces West
2727 Paces Ferry Road, 0000 Xxxxx Xxxxx Xxxx,
Xxxxx 0000 Xxxxx 0000
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Attn: Xxxxxxxx Xxxxxx Attn: Xxxxxxxx Xxxxxx
T: 000 000-0000 T: 000 000-0000
F: 000 000-0000 F: 000 000-0000
------------------------------ ---------------------------- ---------------------------- ----------------------------
Citibank, N.A. $50,000,000 Two Penns Way Xxx Xxxxx Xxx
Xxx Xxxxxx, XX 00000 Xxx Xxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxx Attn: Xxxxxxx Xxxxxxx
T: 000 000-0000 T: 000 000-0000
F: 000 000-0000 F: 000 000-0000
------------------------------ ---------------------------- ---------------------------- ----------------------------
Firstar Bank Milwaukee, N.A. $5,000,000 000 X. Xxxxxxxxx Xxx. 000 X. Xxxxxxxxx Xxx.
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx Attn: Xxxxx Xxxxxxx
T: 000 000-0000 T: 000 000-0000
F: 000 000-0000 F: 000 000-0000
------------------------------ ---------------------------- ---------------------------- ----------------------------
Bank One, NA $50,000,000 One First National Plaza, One First National Plaza,
Suite 0088 Suite 0088
Chicago, IL 60670 Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxx Attn: Xxxx Xxxxxx
T: 000 000-0000 T: 000 000-0000
F: 000 000-0000 F: 000 000-0000
------------------------------ ---------------------------- ---------------------------- ----------------------------
------------------------------ ---------------------------- ---------------------------- ----------------------------
Xxxxxx Guaranty Bank and 8,333,333.33 00 Xxxx Xxxxxx c/o X.X. Xxxxxx Services
Trust Company of Xxx Xxxx Xxx Xxxx, XX 000000-0000 Inc.
Attn: Euro-Loan Servicing Unit
T: 000 Xxxxxxx Xxxxxxxxxx
F: Road,
Xxxxxx XX 00000
Attn:
T:
F: 000 000-0000
------------------------------ ---------------------------- ---------------------------- ----------------------------
Svenska Handelsbanken AB $25,000,000 000 Xxxx 00xx Xxxxxx 000 Xxxx 00xx Xxxxxx
(xxxx) Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxx Attn: Xxxxxx Xxxxxx
T: 000 000-0000 T: 000 000-0000
F: 000 000-0000 F: 000 000-0000
------------------------------ ---------------------------- ---------------------------- ----------------------------
Dai-Ichi Kangyo Bank Ltd. $25,000,000 00 X. Xxxxxx Xxxxx 00 X. Xxxxxx Xxxxx
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxx Attn: Xxxxxxx Xxxxxxxxx
T: 000 000-0000 T: 000 000-0000
F: 000 000-0000 F: 000 000-0000
------------------------------ ---------------------------- ---------------------------- ----------------------------
Total Commitment = U.S. $ 208,333,333.33
