CONFORMED COPY
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 20, 1997 among
XXX XXXXXXXX XXXXXXX (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 December 20, 1996 (the
"Agreement"); WHEREAS, no Loans are outstanding under the Agreement at the date
hereof; and WHEREAS, the parties hereto desire to amend the Agreement to
increase the aggregate amount of the Commitments to $1,000,000,000, to make the
other amendments specified below 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 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 hereby. Section 2. Amendment of the
Agreement. (a) Each reference to "1995" in the definition of "Company's 1995
Form 10-K", in Section 4.04(a) and in Section 4.07 is changed to "1996". (b)
Each reference to "September 30, 1996" in the definition of "Company's Latest
Form 10-Q", in Section 4.04(b) and in Section 4.05 is changed to "June 30,
1997", and the word "nine" is changed to "six" each place it appears in Section
4.04(b).
(c) The date "December 19, 1997" appearing in the definition of
"Termination Date" is changed to "October 19, 1998".
(d) The rate of "0.035%" appearing in Section 2.08(a) is changed to
"0.030%".
(e) The rate of "0.265%" in the definition of "CD Margin" set forth in
Section 2.07(b) is changed to "0.270%".
(f) The rate of "0.140%" in the definition of "Euro-Dollar Margin" set
forth in Section 2.07(c) is changed to "0.145%".
Section 3. Changes in Commitments. With effect from and including the date
this Amended and Restated Credit Agreement becomes effective in accordance with
Section 5 hereof, the Commitment Schedule annexed hereto is substituted for the
Commitment Schedule attached to the Agreement. Section 4. 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 5. 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
hereof when the Agent shall have received (i) duly executed counterparts hereof
signed by the Company and 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) an opinion of the General Counsel of
the Company (or such other counsel for the Company as may be acceptable to the
Agent) substantially in the form of Exhibit E to the Agreement with reference to
this Amended and Restated Credit Agreement and the Agreement as amended and
restated hereby; and (iii) all documents it may reasonably request relating to
the existence of the Company, the corporate authority for and the validity of
this Agreement and the Notes, and any other matters relevant hereto, all in form
and substance satisfactory to the Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amended
and Restated Credit Agreement to be duly executed as of the date first
above written.
XXX XXXXXXXX XXXXXXX
By /s/ Gianulderico Camuzzi
Title: Vice President Treasurer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxxxx X. Xxxxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By /s/ Xxxx Xxxxxxxxx
Title: Vice President
By /s/ Xxxxx X. Xxxxxxxx
Title: Director
BANKBOSTON, N.A.
By /s/ Xxxxx X. Xxxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxx Xxx
Title: Corporate Banking Officer
FLEET NATIONAL BANK
By /s/ Xxxxx X. Xxxxxxx
Title: Vice President
ABN AMRO BANK N.V.
By /s/ Xxxxx X. Xxxxxxx
Title: Group Vice President
By /s/ Xxxx X. Xxxxxx
Title: Assistant Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Xxxxx Xxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ X. X. Xxxxxxx
Title: Authorized Signatory
THE CHASE MANHATTAN BANK
By /s/ Xxxxxxx Lancia
Title: Associate
ROYAL BANK OF CANADA
By /s/ Xxxxxx X. Xxxxxxxxx
Title: Senior Manager
BANCA COMMERCIALE ITALIANA,
NEW YORK BRANCH
By /s/ Xxxxx Xxxxxxx
Title: Vice President
BANK BRUSSELS XXXXXXX,
NEW YORK BRANCH
By /s/ Xxxx Xxxxxx
Title: Vice President & Manager
By /s/ Xxxxxxx Xxxxxxxxxxx
Title: Vice President and Manager Credit Analysis
THE BANK OF TOKYO-MITSUBISHI, LTD.
By /s/ Xxxxxxx X. Xxxxxx
Title: Attorney-in-fact
BANQUE PARIBAS
By /s/ Xxxx X. XxXxxxxxx, III
Title: Vice President
By /s/ Xxxxxx X. Xxxxxx
Title: Vice President
CITIBANK, N.A.
By /s/ Xxxxxx X. Xxxxxx
Title: Attorney-in-fact
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS
BRANCHES
By /s/ Xxxxxxx X. Xxxxxxxx
Title: Director
By /s/ Xxxxxx X. Xxxxx
Title: Assistant Vice President
MELLON BANK, N.A.
By /s/ R. Xxxx Xxxxxxxx
Title: Vice President
THE SANWA BANK, LIMITED
By /s/ Takayoshi Futae
Title: Deputy General Manager
WACHOVIA BANK OF GEORGIA, N.A.
By /s/ Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ Xxxxxxx X. Xxxxxxxx
Title: Vice President
COMMITMENT SCHEDULE
Bank .................................................... Commitment
Xxxxxx Guaranty Trust Company ........................... $ 122,000,000
of New York
Credit Suisse First Boston .............................. $ 100,000,000
BankBoston, N.A ......................................... $ 80,000,000
The First National Bank of Chicago ...................... $ 80,000,000
Fleet National Bank ..................................... $ 80,000,000
ABN AMRO Bank N.V ....................................... $ 50,000,000
Bank of America National Trust
and Savings Association ............................... $ 50,000,000
The Bank of Nova Scotia ................................. $ 50,000,000
The Chase Manhattan Bank ................................ $ 50,000,000
Royal Bank of Canada .................................... $ 50,000,000
Banca Commerciale Italiana, ............................. $ 32,000,000
New York Branch
Bank Brussels Xxxxxxx, New York Branch .................. $ 32,000,000
The Bank of Tokyo-Mitsubishi, Ltd. ...................... $ 32,000,000
Banque Paribas .......................................... $ 32,000,000
Citibank, N.A ........................................... $ 32,000,000
Deutsche Bank AG, New York and/or ....................... $ 32,000,000
Cayman Islands Branches
Mellon Bank, N.A ........................................ $ 32,000,000
The Sanwa Bank, Limited ................................. $ 32,000,000
Wachovia Bank of Georgia, N.A ........................... $ 32,000,000
Total .............................................. $1,000,000,000
