U.S. $250,000,000
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of August 20, 2001
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 Credit Agreement
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of August 20, 2001
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, BANC 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 an Amended and Restated 364-Day Credit
Agreement dated as of August 21, 2000, which amended and restated the 364-Day
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, Banc One Capital Markets Inc., as Co-Arranger, and
Bank One, NA, as Syndication Agent. Capitalized terms not otherwise defined in
this Amended and Restated 364-Day 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. $250,000,000
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
"Applicable Margin", "Applicable Percentage", "Committed Currencies",
"Commitment", "Lenders" and "Termination Date" set forth therein and adding the
following definitions thereto:
"Applicable Margin" means (a) for Base Rate Advances, 0% per
annum and (b) for Eurocurrency Rate Advances, as of any date prior to
the Term Loan Conversion Date, 0.195% per annum and, as of any date on
and after the Term Loan Conversion Date, 0.55% per annum.
"Applicable Percentage" means 0.055% per annum.
"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 become a Lender hereunder pursuant to an Assumption
Agreement, the Dollar amount set forth in such Assumption Agreement or
(c) if such Lender has entered into any Assignment and Acceptance, the
Dollar amount set forth for
Amended and Restated Credit Agreement
2
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.
"Committed Currencies" means lawful currency of the United
Kingdom of Great Britain and Northern Ireland, lawful currency of the
Swiss Federation, lawful currency of Canada, lawful currency of
Australia, lawful currency of Japan, lawful currency of the European
Economic and Monetary Union and any other currency that is freely
convertible into Dollars and available to all Lenders.
"Lenders" means, collectively, each Initial Lender, each
Assuming Lender that shall become a party hereto pursuant to Section
2.18 and each Person that shall become a party hereto pursuant to
Section 8.07.
"Termination Date" means the earlier of (a) August 19, 2002,
subject to extension thereof pursuant to Section 2.18 and (b) the date
of termination in whole of the Commitments pursuant to Section 2.05 or
6.01; provided, however, that the Termination Date of any Lender that
is a Non-Consenting Lender to any requested extension pursuant to
Section 2.18 shall be the Termination Date in effect immediately prior
to the applicable Extension Date for all purposes of this Agreement.
(b) Section 4.01(e) of the Existing Credit Agreement is amended by (i)
deleting the date "December 31, 1999" and substituting therefor the date
"December 31, 2000" and (ii) deleting the date "June 30, 2000" and substituting
therefor the date "June 30, 2001".
(c) Section 8.07(a) is amended by deleting the amount "$3,000" and
substituting therefor the amount "$3,500".
(d) 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.
3
(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 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 & Xxxxxxx, counsel to the Borrower, substantially in
the form of Exhibit D-1 and Exhibit D-2 to the Existing
Credit Agreement, 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
4
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.
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/ Xxxxx X. Xxxxxxxx
-------------------------
Title: Treasurer
THE AGENT
---------
CITIBANK, N.A.,
as Agent
By /s/ Xxxxx X. Xxxxxx
---------------------------------
Title: Vice President
INITIAL LENDERS
---------------
CITIBANK, N.A.
By /s/ Xxxxx X. Xxxxxx
---------------------------------
Title: Vice President
BANK ONE, NA
By /s/ Xxxxx X. Xxxxxx
---------------------------------
Title: Director, Capital Markets
SVENSKA HANDELSBANKEN AB
By /s/
---------------------------------
Title: Senior Vice President
By /s/ Xxxxxx Xxxxxx
---------------------------------
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By /s/ Nobuyasu Fukatsu
---------------------------------
Title: General Manager
5
BANK OF AMERICA, N.A.
By /s/ X.X. Xxxxxxxx
---------------------------------
Title: Managing Director
BARCLAYS BANK PLC
By /s/ Xxxxxxxx X. Xxxx
---------------------------------
Title: Director Loan Transaction
Management
THE NORTHERN TRUST COMPANY
By /s/ Xxxxx Xxxxxx
---------------------------------
Title: Credit Portfolio Manager
BANCO BILBAO VIZCAYA ARGENTARIA
By /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Title: Vice President Corporate
Banking
By /s/ Xxxx Xxxxxxx
---------------------------------
Title: Vice President Corporate
Banking
BANCA NAZIONALE DEL LAVORO S.P.A.,
NEW YORK BRANCH
By /s/ Xxxx X. Xxxxxx
---------------------------------
Title: Vice President
By /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------
Title: First Vice President
FIRSTAR BANK, N.A.
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Title: Assistant Vice President
SCHEDULE I
TO THE
AMENDMENT AND RESTATEMENT
COMMITMENTS AND APPLICABLE LENDING OFFICES
------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Name of Initial Lender Commitment Domestic Lending Eurocurrency Lending
Office Office
-----------------------------------------------------------------------------------------------------------------------
Bank of America, N.A. $20,000,000 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 $30,000,000 000 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
-----------------------------------------------------------------------------------------------------------------------
Citibank, N.A. $32,500,000 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 $12,500,000 000 X. Xxxxxxxxx Xxx. 000 X. Xxxxxxxxx Xxx.
Milwaukee, N.A. 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 $30,000,000 1 Bank One 1 Bank Xxx
Xxxxx, Xxxxx 0000 Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000 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
-----------------------------------------------------------------------------------------------------------------------
Svenska Handelsbanken AB $30,000,000 000 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. $30,000,000 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
-----------------------------------------------------------------------------------------------------------------------
Amended and Restated Credit Agreement
2
-----------------------------------------------------------------------------------------------------------------------
Banca Nazionale del $25,000,000 00 Xxxx 00xx Xxxxxx 25 West 51st Street
Lavoro S.p.A., New New York, NY 10019 Xxx Xxxx, XX 00000
York Branch Attn: Xxxxxx Xxxxxxxx Attn: Xxxxxx Xxxxxxxx
T: 000 000-0000 T: 000 000-0000
F: 000 000-0000 F: 000 000-0000
-----------------------------------------------------------------------------------------------------------------------
The Northern Trust $25,000,000 00 X. XxXxxxx Xxxxxx 50 X. XxXxxxx Street
Company Chicago, IL 60675 Xxxxxxx, XX 00000
Attn: Xxxxx Honda Attn: Xxxxx Honda
T: 000 000-0000 T: 000 000-0000
F: 312 630-1566 F: 312 630-1566
-----------------------------------------------------------------------------------------------------------------------
Banco Bilbao Vizcaya $15,000,000 1345 Avenue of the 1345 Avenue of the
Argentaria Americas, 00xx Xxxxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxx Attn: Xxxxxx Xxxx
T: 000 000-0000 T: 000 000-0000
F: 000 000-0000 F: 000 000-0000
-----------------------------------------------------------------------------------------------------------------------
Total Commitment = U.S. $ 250,000,000
