CONFORMED COPY
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
dated as of July 10, 2002
among
Praxair, Inc.,
The Banks Listed Herein
JPMorgan Chase Bank, formerly
known as The Chase
Manhattan Bank, Bank of
America, N.A.
and
Credit Suisse First Boston,
as Co-Syndication Agents
Citibank, N.A., Deutsche Bank Securities Inc.,
ABN-AMRO Bank NV and Barclays Bank PLC,
as Co-Documentation Agents
and
JPMorgan Chase Bank,
formerly known as
The Chase Manhattan Bank,
as Administrative Agent
-------------------------------------------
X.X. Xxxxxx Securities Inc.,
Lead Arranger and Book
Manager
--------------
Banc of America Securities LLC
Credit Suisse First Boston,
Co-Arrangers and Co-Book Managers
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AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of July 10, 2002 among
PRAXAIR, INC., the BANKS listed on the signature pages hereof, JPMORGAN CHASE
BANK, formerly known as THE CHASE MANHATTAN BANK, BANK OF AMERICA, N.A. and
CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents, CITIBANK, N.A., DEUTSCHE
BANK SECURITIES INC., ABN-AMRO BANK NV and BARCLAYS BANK PLC, as
Co-Documentation Agents, and JPMORGAN CHASE BANK, formerly known as THE CHASE
MANHATTAN BANK, as Administrative Agent.
W I T N E S S E T H :
WHEREAS, certain of the parties hereto have heretofore entered into a
364-Day Credit Agreement dated as of July 12, 2000, as amended and restated as
of July 11, 2001 (the "Agreement");
WHEREAS, at the date hereof, there are no Loans outstanding under the
Agreement; and
WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein and to restate the Agreement in its entirety to read as set forth in the
Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each capitalized term used herein which is defined in the
Agreement shall have the meaning assigned to such term in the 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 Agreement shall from and after the date hereof refer
to the Agreement as amended and restated hereby. The term "Notes" defined in the
Agreement shall include from and after the date hereof the New Note (as defined
below).
SECTION 2. Extension of the Facility. The date "July 10, 2002" in the
definition of Termination Date is changed to "July 9, 2003."
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SECTION 3. Updated Representations.
(a) Each reference to "2000" in Section 4.04(a) is changed to "2001."
(b) Each reference to "2001" in Section 4.04(b) is changed to "2002."
(c) The reference to "March 31, 2001" in Section 4.04(c) is changed to
"December 31, 2001."
SECTION 4. Amendment of the Pricing Schedule. The Pricing Schedule
attached to the Agreement is amended by restating the proviso at the end of the
introductory clause thereof to read in its entirety as follows: ";provided that
for any day on or after the Termination Date, the CD Margin and the Euro-Dollar
Margin are the percentage specified below plus 0.15%".
SECTION 5. Change in Commitments. With effect from and including the
date this Amendment and Restatement becomes effective in accordance with Section
7 hereof, (i) each Person listed on the signature pages hereof which is not a
party to the Agreement (a "New Bank") shall become a Bank party to the Agreement
and (ii) the Commitment of each Bank shall be the amount set forth opposite the
name of such Bank on the attached Commitment Schedule, which shall become the
Commitment Schedule referred to in the Agreement. Any Bank whose Commitment is
changed to zero (a "Departing Bank") shall upon such effectiveness cease to be a
Bank party to the Agreement and all accrued fees and other amounts payable under
the Agreement for the account of each Departing Bank shall be due and payable on
such date; provided that the provisions of Sections 8.03 and 9.03 of the
Agreement shall continue to inure to the benefit of each Departing Bank. Each
Departing Bank shall promptly return to Borrower for cancellation the Note
delivered to such Bank pursuant to the Agreement.
SECTION 6. Changes in Agents. (a) The following definitions in Section
1.01 are amended to read as follows:
"Agents" means the Administrative Agent, the Co-Syndication Agents and
the Documentation Agent.
"Co-Syndication Agent" means each of JPMorgan Chase Bank, formerly
known as The Chase Manhattan Bank, Credit Suisse First Boston and Bank of
America, N.A., in its capacity as co-syndication agent for the credit facility
provided hereunder.
"Co-Documentation Agent" means each of Citibank, N.A.,
Deutsche Bank Securities Inc., ABN-AMRO Bank NV and Barclays Bank
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PLC, in its capacity as co-documentation agent in connection with the
credit facility provided under this Agreement.
SECTION 7. Representations and Warranties. The Borrower hereby
represents and warrants that as of the date hereof and after giving effect
hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth in the
Agreement after giving effect to this Amendment and Restatement is true and
correct as though made on and as of such date.
SECTION 8. Governing Law. This Amendment and Restatement shall be
governed by and construed in accordance with the laws of the State of New York.
SECTION 9. Counterparts; Effectiveness. 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. This Amendment and Restatement shall become effective as of the date
hereof when each of the following conditions shall have been satisfied:
(i) receipt by the Administrative Agent of duly executed
counterparts hereof signed by each of the parties hereto (or, in the
case of any party as to which an executed counterpart shall not have
been received, the Agent shall have received telegraphic, telex or
other written confirmation from such party of execution of a
counterpart hereof by such party);
(ii) receipt by the Administrative Agent of a duly executed
Note for each New Bank (a "New Note"), dated on or before the date of
effectiveness hereof and otherwise in compliance with Section 2.05 of
the Agreement;
(iii) receipt by the Administrative Agent of an opinion of
such counsel for the Borrower as may be acceptable to the
Administrative Agent, substantially to the effect of Exhibit E to the
Agreement with reference to this Amendment and Restatement and the
Agreement as amended and restated hereby; and
(iv) receipt by the Administrative Agent of all documents it
may reasonably request relating to the existence of the Borrower, the
corporate authority for and the validity of the Agreement as amended
and restated hereby, and any other matters relevant hereto, all in form
and substance satisfactory to the Administrative Agent;
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provided that this Amendment and Restatement shall not become effective
or binding on any party hereto unless all of the foregoing conditions
are satisfied not later than the date hereof. The Administrative Agent
shall promptly notify the Borrower and the Banks of the effectiveness
of this Amendment and Restatement, and such notice shall be conclusive
and binding on all parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Restatement to be duly executed by their respective authorized officers as of
the day and year first above written.
PRAXAIR, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Chief Financial Officer
JPMORGAN CHASE BANK,
formerly known as THE
CHASE MANHATTAN BANK, as
Administrative Agent, Co-
Syndication Agent and
Bank
By: /s/ Xxxxxx Xxxxxx
Title: Vice President
BANK OF AMERICA, N.A.,
as Co-Syndication Agent and Bank
By: /s/ Xxxxx X. Xxxxxx
Title: Principal
CITIBANK, N.A.,
as Co-Documentation Agent and Bank
By: /s/ Xxxxx X. Xxxxxxx
Title: Managing Director
CREDIT SUISSE FIRST BOSTON,
as Co-Syndication Agent and Bank
By: /s/ Xxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxx
Title: Associate
DEUTSCHE BANK AG, NEW YORK
BRANCH
By: /s/ Xxxx Xxxxxxxx
Title: Director
By: /s/ Xxxxxxxxx Xxxxxx
Title: Vice President
ABN-AMRO BANK NV,
as Co-Documentation Agent and Bank
By: /s/ Xxxxx X. Xxxxxxxx
Title: Group Vice President
By: /s/ Xxxxx Xxxx
Title: Assistant Vice President
BARCLAYS BANK PLC,
as Co-Documentation Agent and Bank
By: /s/ Xxxxxxxx X. Xxxx
Title: Director, Loan Transaction
Management
DEUTSCHE BANK SECURITIES INC.,
as Co-Documentation Agent
By: /s/ Xxxxxxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxxxxx
Title: Director
BNP PARIBAS
By: /s/ Xxxxxxx Xxx Xxxxxxxx
Title: Managing Director
By: /s/ Xxxx Xxxx
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Xxxxx Xxxxxxxx-Xxxxxxxxxxx
Title: Vice President
XXXXXXX XXXXX BANK USA
By: /s/ D. Xxxxx Xxxxx
Title: Senior Credit Officer
BANCO BILBAO VIZCAYA
ARGENTARIA S.A.
By: /s/ Xxxx-Xxxxxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxxx
Title: Senior Vice President and Branch
Manager
THE BANK OF NOVA SCOTIA
By: /s/ Xxxx X. Xxxxxx
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI,
LTD.
By: /s/ Xxxxxxx Xxxxxx
Title: Vice President & Manager
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ Xxxxxx Xxxxxxx
Title: Senior Vice President
By: /s/ Xxxxx Xxxxx
Title: Vice President
HSBC BANK USA
By: /s/ Xxxxxxx Xxx
Title: First Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By: /s/ Xxxxx X. Xxxxxx
Title: Associate Director
By: /s/ Xxxx Xxxxxx
Title: Associate Director
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxxx
Title: Vice President
INTESA BCI, NEW YORK BRANCH
By: /s/ X. Xxxxxx
Title: Vice President
By: /s/ X. Xxxxxxxxx
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxx
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Xxxx Xxxxxxxxxx
Title: Vice President
SUNTRUST BANK
By: /s/ Xxxxx .X. Xxxxxxxx
Title: Vice President
MELLON BANK, N.A.
By: /s/ Xxxx X. Xxxxxxxx
Title: Vice President
BANCO SANTANDER CENTRALE
HISPANO, S.A., NEW YORK BRANCH
By: /s/ Xxxxxx X. Xxxxxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxxxxx
Title: Vice President
Departing Banks:
BANCA DI ROMA, NEW YORK BRANCH
By: /s/ Xxxxxx Xxxxx
Title: First Vice President
By: /s/ Xxxxxxxxxx Xxxxx
Title: Assistant Treasurer
BANCA NAZIONALE DEL LAVORO
S.P.A., NEW YORK BRANCH
By: /s/ Xxxxxxxx X. Xxxx
Title: Vice President
By: /s/ Xxxxxxxx Xxxxxxxxx
Title: First Vice President
BAYERISCHE HYPO-UND
VEREINSBANK AG, NEW YORK
BRANCH
By: /s/ Xxxxx XxXxxxxx
Title: Director
By: /s/ Xxxxx Xxxxxxx
Title: Associate Director
CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President and Senior
Relationship Manager
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Title: Vice President and Senior
Relationship Manager
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ Xxxxx X. Xxxxxxxxx
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ Xxxxx Xxx
Title: Senior Manager
SUMITOMO MITSUI BANKING
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx, Xx.
----------------------------
Title: Joint General Manager
TORONTO DOMINION (TEXAS), INC.
By: /s/ Xxxxxxx X. Xxxxx
Title: Vice President
MIZUHO CORPORATE BANK, LTD.
(formerly known as INDUSTRIAL
BANK OF JAPAN, LTD.)
By: /s/ Xxxx Xxxxx
Title: Senior Vice President
STANDARD CHARTERED BANK
By: /s/ Xxxx Xxxxxxx
Title: Senior Vice President
By: /s/ Xxxxx Xxxxx
---------------
Title: Deputy Head of SCS Coin 99/019
COMMITMENT SCHEDULE
Bank Commitment
--------------------------------------------------------------------------------
JPMorgan Chase Bank $33,000,000.00
Bank of America, N.A. $29,000,000.00
Citibank, N.A. $29,000,000.00
Credit Suisse First Boston $29,000,000.00
Deutsche Bank AG, New York $29,000,000.00
ABN-AMRO Bank NV $29,000,000.00
Barclays Bank PLC $29,000,000.00
BNP Paribas $25,000,000.00
Fleet National Bank $25,000,000.00
Xxxxxxx Xxxxx Bank USA $25,000,000.00
Banco Bilbao Vizcaya Argentaria S.A. $20,000,000.00
The Bank of Nova Scotia $20,000,000.00
The Bank of Tokyo-Mitsubishi, Ltd. $20,000,000.00
Commerzbank AG, New York and Grand Cayman
Branches $20,000,000.00
HSBC Bank USA $20,000,000.00
Westdeutsche Landesbank Girozentrale $20,000,000.00
The Bank of New York $15,000,000.00
Intesa BCI, New York Branch $15,000,000.00
KeyBank National Association $15,000,000.00
The Northern Trust Company $15,000,000.00
SunTrust Bank $15,000,000.00
Mellon Bank, N.A. $13,000,000.00
Bank Commitment
--------------------------------------------------------------------------------
Banco Santander Centrale Hispano, S.A.,
New York Branch $10,000,000.00
Banca di Roma, New York Branch $0.00
Banca Nazionale Del Lavoro S.P.A.,
New York Branch $0.00
Bayerische Hypo-und Vereinsbank AG,
New York Branch $0.00
Credit Agricole Indosuez $0.00
Credit Lyonnais New York Branch $0.00
Royal Bank of Canada $0.00
Sumitomo Mitsui Banking Corporation $0.00
Toronto Dominion (Texas), Inc. $0.00
The Industrial Bank of Japan, Ltd. $0.00
Standard Chartered Bank $0.00
Total Commitments $500,000,000.00
