Exhibit 10.02.2
CONFORMED COPY
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 10, 1998 among
COMMERCIAL CREDIT COMPANY (the "Borrower"), the BANKS listed on the signature
pages hereof (the "Banks") and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as
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 July 18, 1997 (the "Credit Agreement");
WHEREAS, the parties hereto desire to amend the Credit Agreement as
specified below 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
shall have 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 from and after the date hereof
refer to the Credit Agreement as amended and restated hereby.
SECTION 2. Additional Co-Syndication Agents. Citicorp Securities,
Inc. and Salomon Brothers Inc shall each become a Co-Syndication Agent in
addition to Chase Securities Inc.
SECTION 3. Definitions. (a) The definition of "Borrower's 1996 Form
10-K" in Section 1.01 of the Credit Agreement is replaced with the following
definition:
"Borrower's 1997 Form 10-K" means the Borrower's annual report on Form
10-K for 1997, as filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended.
(b) The definition of "Termination Date" in Section 1.01 of the Credit
Agreement is amended to read in its entirety as follows:
"Termination Date" means, for any Bank, July 9, 1999, as such date may
be extended from time to time with respect to such Bank pursuant to Section
2.01(b) or, if such day is not a Euro-Dollar Business Day, the next preceding
Euro-Dollar Business day.
SECTION 4. Pricing. (a) The definition of "CD Margin" in Section 2.07(b)
of the Credit Agreement is hereby amended to read in its entirety as follows:
"CD Margin" means .275%.
(b) The definition of "Euro-Dollar Margin" in Section 2.07(c) of the
Credit Agreement is hereby amended to read in its entirety as follows:
Euro-Dollar Margin" means .15%
(c) The first sentence of Section 2.08 of the Credit Agreement is
hereby deleted and replaced with the following:
The Borrower shall pay to the Agent for the account of each Bank a
facility fee at the rate of .05% per annum.
SECTION 5. Update of financial Representation. Section 4.04 of the Credit
Agreement is amended to read in full as follows:
SECTION 4.04. Financial Information. (a) The consolidated
statement of financial position of the Borrower and its Consolidated
Subsidiaries as of December 31, 1997 and the related consolidated statements of
earnings, changes in shareholder's equity and cash flows for the fiscal year
then ended, reported on by KPMG Peat Marwick and incorporated in the Borrower's
1997 Form 10-K, a copy of which has been delivered to each of the Banks, fairly
present, in conformity with generally accepted accounting principles, the
consolidated financial position of the Borrower and its Consolidated
Subsidiaries as of such date and their consolidated results of operations and
cash flows for such fiscal year.
(b) The unaudited consolidated statement of financial position of the
Borrower and its Consolidated Subsidiaries as of March 31, 1998 and the related
unaudited consolidated statements of income and cash flows for the three months
then ended, set forth in the Borrower's quarterly report for the fiscal quarter
ended March 31, 1998 as filed with the Securities and Exchange Commission on
Form 10-Q, a copy of which has been delivered to each of the Banks, fairly
present, in conformity with generally accepted accounting principles applied on
a basis consistent with the financial statements referred to in subsection (a)
of this Section, the consolidated financial position of the Borrower and its
Consolidated Subsidiaries as of such date and their consolidated results of
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operations and cash flows for such three month period (subject to normal
year-end adjustments).
(c) Since March 31, 1998 there has been no material adverse change in
the financial position or results of operations of the Borrower and its
Consolidated Subsidiaries, considered as a whole.
SECTION 6. Amendments to Commitments. With effect from and including
the date this Amended and Restated Credit Agreement becomes effective in
accordance with Section 9, (i) the aggregate amount of the Commitments is
increased to $1,350,000,000, (ii) each of the Persons 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 (iii) the Commitment of
each Bank shall be the amount set forth opposite the name of such Bank on the
signature pages hereof. Any Bank whose Commitment is changed to zero shall upon
such effectiveness 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 such Bank shall be due and payable on such date; provided that the
provisions of Sections 8.03 and 9.03 of the Credit Agreement shall continue to
inure to the benefit of each such Bank.
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 Article 4
of the Credit Agreement is true and correct as though made on and as of such
date.
SECTION 8. Governing Law. This Amended and Restated Credit Agreement
shall be governed by and construed in accordance with the laws of the State of
New York.
SECTION 9. Counterparts; Effectiveness. This Amended and Restated Credit
Agreement 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 Amended and Restated Credit Agreement shall become
effective as of the date when the Agent shall have received (i) duly executed
counterparts hereof signed by the Borrower and each of the Banks (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) the Agent shall have received an opinion of the General Counsel of
the Borrower, substantially in the form of Exhibit E to the Credit Agreement
with reference to this Amended and Restated Credit Agreement and the Agreement
as amended and restated hereby, and (iii) the Agent shall have received all
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documents it may reasonably request relating to the existence of the Borrower,
the corporate authority for this Amended and Restated Credit Agreement, the
validity of the Agreement as amended and restated hereby, and any other matters
relevant hereto, all in form and substance satisfactory to the Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Credit Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.
COMMERCIAL CREDIT COMPANY
By: /s/ Xxxxxx Xxxxx
----------------
Title: Vice President and
Treasurer
By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------
Title: Vice President and
Assistant Treasurer
Commitments
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$80,000,00 XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ Xxxxx X. Dell'Aquila
------------------------
Title: Vice President
$80,000,000 THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxxxx Xxxxxxx
---------------------
Title: Vice President
$60,000,000 THE BANK OF NOVA SCOTIA
By: /s/ Xxxx Xxxxxx
---------------
Title: Senior Relationship Manager
$60,000,000 CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxx X'Xxxxxx
-------------------
Title: Senior Vice President
$60,000,000 CREDIT SUISSE FIRST BOSTON
By: /s/ Xxx Xxxxx
-------------
Title: Director
By: /s/ Xxxxx X. Xxx
----------------
Title: Assistant Vice President
$60,000,000 THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Title: First Vice President
$60,000,000 LLOYDS BANK PLC
By: /s/ Xxxx X. Xxxxxxxxx
---------------------
Title: Director, Acquisition &
Project Finance, USA
By: /s/ Xxxx Xxxxxx
---------------
Title: Assistant Vice President,
Structured Finance
$60,000,000 MELLON BANK
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Title: Vice President
$60,000,000 NATIONSBANK, N.A.,
successor by merger to NationsBank
of Texas, N.A.
By: /s/ Xxxxxxxxx Xxxxxxxx
----------------------
Title: Senior Vice President
$50,000,000 BANK OF AMERICA NT & SA
By: /s/ Xxxxxxxxx X. X. Xxxxxx
--------------------------
Title: Vice President
$50,000,000 BANK OF MONTREAL
By: /s/ Xxxxx X. Xxxxx
------------------
Title: Director
$50,000,000 THE BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Title: Vice President
$50,000,000 THE BANK OF TOKYO-MITSUBISHI LTD.
By: /s/ Xxxxxxx Xxxx
----------------
Title: Vice President
$50,000,000 CARIPLO-CASSA DI RISPARMIO DELLE
PROVINCIE LOMBARDE S.P.A.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Title: First Vice President
By: /s/ Xxxxx Xxxxx Xxxxxx
----------------------
Title: Assistant Treasurer
$50,000,000 DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Title: Vice President
By: /s/ Ya-Roo Yang
---------------
Title: Assistant Treasurer
$50,000,000 FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Title: Senior Vice President
$50,0000,000 ROYAL BANK OF CANADA
By: /s/ Xxxx Xxxxxxx
----------------
Title: Senior Manager
$50,000,000 XXXXX FARGO BANK
By: /s/ Xxxxx X. Xxxxxxxxxxxxx
--------------------------
Title: Vice President
By: /s/ Xxxx Xxxxxxxxx
------------------
Title: Assistant Vice President
$35,000,000 PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------
Title: Vice President
$30,000,000 CREDIT COMMERCIAL DE FRANCE
By: /s/ Fabrice van Moere
---------------------
Title: Assistant Vice President
By: /s/ Xxxxxx Broad
----------------
Title: Senior Vice President
$30,000,000 DEN DANSKE BANK AKTIESELSKAB
CAYMAN ISLANDS BRANCH
By: /s/ Xxxxxx X. Xxxxx
-------------------
Title: Vice President
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------
Title: International Banking Officer
$30,000,000 THE SAKURA BANK, LIMITED
By: /s/ Xxxxxxxx Xxxxxxx
--------------------
Title: Senior Vice President
$30,000,000 UNION BANK OF SWITZERLAND
By: /s/ Xxxxxxx Xxxxxx
------------------
Title: Director
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------
Title: Executive Director
$25,000,000 NORDDEUTSCHE LANDESBANK GIROZENTRALE
NEW YORK BRANCH
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Title: Senior Vice President
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------
Title: Vice President
$20,000,000 FIRST UNION NATIONAL BANK
By: /s/ Xxxx X. Xxxxxxx
-------------------
Title: Senior Vice President
$20,000,000 WACHOVIA BANK, N.A.
By: /s/ Xxxxxxx X. Suellings
------------------------
Title: Senior Vice President
$15,000,000 BANCA MONTE DEI PASCHI DI SIENA S.P.A.
By: /s/ X.X. Xxxxxx
---------------
Title: First Vice President & Dep.
General Manager
By: /s/ Xxxxx X. Xxxxx
------------------
Title: Vice President
$15,000,000 BANQUE NATIONALE DE PARIS
By: /s/ Xxxxxxx Xxxxxxxx
--------------------
Title: Assistant Treasurer
By: /s/ Xxxxxxxxx Xxxxxx
--------------------
Title: Assistant Vice President
$15,000,000 FIRST HAWAIIAN BANK
By: /s/ Xxxxx X. Xxxxx
------------------
Title: Vice President
$15,000,000 KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxxx X. Xxxx
--------------------
Title: Senior Vice President
$15,000,000 THE NORTHERN TRUST COMPANY
By: /s/ Xxxx X. Xxxxx
-----------------
Title: Second Vice President
$15,000,000 TORONTO DOMINION (NEW YORK), INC.
By: /s/ Xxxxxx Xxxxxx
-----------------
Title: Vice President
$10,000,000 THE FIRST NATIONAL BANK OF MARYLAND
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Title: Vice President
$0 CITIBANK N.A.
By: /s/ Xxxxxxx Xxxxxxxxxx
----------------------
Title: Managing Director
Total Commitment
----------------
$1,350,000,000
================
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By: /s/ Xxxxx X. Dell'Aquila
------------------------
Title: Vice President
