Exhibit 10.01.3
EXECUTION COPY
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 6, 1997 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, certain of the parties hereto have heretofore entered into
that certain Five-Year Credit Agreement dated as of December 16, 1994, as
amended and restated as of June 28, 1996 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend such 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
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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 and restated hereby. The term "Notes" defined in the
Agreement shall include from and after the date hereof the New Notes (as defined
below).
SECTION 2. Amendment of Termination Date. The definition of
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"Termination Date" in Section 1.01 of the Agreement is amended to read in its
entirety as follows:
"Termination Date" means May 6, 2002, or, if such day is not a
Euro-Dollar Business Day, the next succeeding Euro-Dollar Business Day unless
such Euro-Dollar Business Day falls in another calendar month, in which case the
Termination Date shall be the next preceding Euro-Dollar Business Day.
SECTION 3. Increase in Commitments. The aggregate amount of the
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Commitments is increased to $2,400,000,000. 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 signature pages hereof. Any Bank whose Commitment is
changed to zero 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 such Bank shall be due and payable on such date; provided
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that the provisions of Sections 8.03 and 9.03 of the Agreement shall continue to
inure to the benefit of each such Bank.
SECTION 4. Representations and Warranties. The Borrower hereby
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represents and warrants that as of the date hereof and after giving effect
hereto:
(a) no Default has occurred and is continuing;
(b) each representation and warranty of the Borrower set forth in the
Agreement is true and correct as though made on and as of this date; and
(c) since December 31, 1996 there has been no material adverse change
in the business, financial position or result of operations of the Borrower and
its Consolidated Subsidiaries, considered as a whole.
SECTION 5. Amendment of Pricing Schedule. The Pricing Schedule is
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amended to read in its entirety as set forth in Exhibit I to this Amendment and
Restatement.
SECTION 6. Governing Law. This Amendment and Restatement shall be
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governed by and construed in accordance with the laws of the State of New York.
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SECTION 7. Counterparts; Effectiveness. This Amendment and
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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 when (i) the Agent shall have received 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) the Agent shall have
received a duly executed Note for each of the New Banks (a "New Note"), dated on
or before the date of effectiveness hereof and otherwise in compliance with
Section 2.05 of the Agreement; (iii) the Agent shall have received an opinion of
the General Counsel of the Borrower, substantially in the form of Exhibit E to
the Agreement with reference to the New Notes, this Amendment and Restatement
and the Agreement as amended and restated hereby; and (iv) the Agent shall have
received 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, the New 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 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 Natza
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Title: Treasurer
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Title: Assistant Vice President
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Commitments
$100,000,000 XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxx X. Fall
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Title: Vice President
$70,000,000 BANK OF AMERICA ILLINOIS
By: /s/ Xxxxxxxxx X.X. Xxxxxx
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Title: Vice President
$70,000,000 BANK OF MONTREAL
By: /s/ Xxxx Xxxxxx
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Title: Director
$70,000,000 THE BANK OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Assistant Vice President
$70,000,000 THE BANK OF NOVA SCOTIA
By: /s/ Xxxx Xxxxxx
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Title: Senior Relationship
Manager
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$70,000,000 BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ X. Xxxxxxxx
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Title: Vice President
$70,000,000 BANKBOSTON N.A.
By: /s/ Xxxx X. Xxxxx, Xx.
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Title: Vice President
$70,000,000 THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Title: Vice President
$70,000,000 CIBC, INC.
By: /s/ Xxxxx Xxxxxxx
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Title: Managing Director
$70,000,000 CITIBANK, N.A.
By: /s/ Xxxxx X. Dodge
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Title: Managing Director
Attorney-in-Fact
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$70,000,000 CORESTATES BANK, N.A.
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Title: Vice President
$70,000,000 DEUTSCHE BANK AG
NEW YORK AND/OR CAYMAN
ISLANDS BRANCHES
By: /s/ Xxxx X. Xxxxxx
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Title: Associate
By: /s/ Xxxxxxx Xxxxxxxx
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Title: Vice President
$70,000,000 THE FIRST NATIONAL BANK OF
CHICAGO
By: /s/ Xxxxxx X. Xxxxxxx
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Title: First Vice President
$70,000,000 FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Vice President
$70,000,000 MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
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Title: First Vice President
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$70,000,000 NATIONSBANK OF TEXAS,N.A.
By: /s/ Xxxxx X. Xxxx
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Title: Senior Vice President
$70,000,000 ROYAL BANK OF CANADA
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
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Title: Manager
$70,000,000 THE SAKURA BANK, LIMITED
By: /s/ Xxxxxxxx Xxxxxxx
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Title: Senior Vice President
$70,000,000 UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Assistant Treasurer
By: /s/ Xxxxxxxx X. Xxxxxx
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Title: Managing Director
$70,000,000 XXXXX FARGO BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxxxxxxx
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Title: Vice President
By: /s/ Xxxxxxxx Xxxxxx
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Title: Vice President
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$50,000,000 BANQUE NATIONALE DE PARIS
By: /s/ Xxxx Xxxxxxxxx
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Title: Vice President
By: /s/ Xxxxxxxxx Xxxxxx
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Title: Assistant Vice President
$50,000,000 THE FIRST NATIONAL BANK OF
MARYLAND
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
$50,000,000 FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By: /s/ Xxxx X. Xxxxxxxxx
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Title: Senior Vice President
$50,000,000 NATIONAL AUSTRALIA BANK, NEW
YORK BRANCH
By: /s/ Xxx Xxxxxxxx
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Title: Vice President
$40,000,000 BANK OF HAWAII
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Vice President
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$40,000,000 CREDIT SUISSE FIRST BOSTON
By: /s/ Xxx Xxxxx
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Title: Director
By: /s/ Xxxxxx Xxxxxx
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Title: Vice President
$40,000,000 FIRST HAWAIIAN BANK
By: /s/ Xxxxx X. Xxxxx
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Title: Assistant Vice President
$40,000,000 KEYBANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxx
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Title: Vice President
$40,000,000 THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
$40,000,000 PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Senior Vice President
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$40,000,000 TORONTO DOMINION (NEW YORK), INC.
By: /s/ Xxxxx Xxxxxx
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Title: Vice President
$40,000,000 UNITED STATES NATIONAL BANK OF
OREGON
By: /s/ Xxxx Xxxxxxx
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Title: Assistant Vice
President
$35,000,000 ABN AMRO BANK N.V., NEW YORK
BRANCH
By: /s/ Xxxxx X. Xxxxxxxxxx
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Title: Vice President
By: /s/ Xxxxx X. Xxxxxx
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Title: Assistant Vice
President
$35,000,000 BANCA MONTE DEI PASCHI DI
SIENA S.P.A.
By: /s/ Xxxxx X. Xxxxxx
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Title: First Vice President
& Deputy General
Manager
By: /s/ Xxxxx X. Xxxxx
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Title: Vice President
$35,000,000 CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ Xxxxxxxxx Xxxxx
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Title: First Vice
President
10
$35,000,000 THE DAI-ICHI KANGYO BANK,
LTD., NEW YORK BRANCH
By: /s/ Masayoshi Komaki
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Title: Assistant Vice
President
$35,000,000 THE SUMITOMO BANK, LIMITED
By: /s/ Xxxx X. Xxxxxxxxx
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Title: Joint General Manager
$25,000,000 AMSOUTH BANK OF ALABAMA
By: /s/ Xxxx X. Xxxxxx XX
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Title: Commercial Banking
Officer
$25,000,000 BANCA POPOLARE DI MILANO
By: /s/ Xxxxxx Xxxxxxxxx
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Title: First Vice
President
By: /s/ Xxxxxxxxx Xxxxxxxx
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Title: Vice President
$25,000,000 XXXXXXX BANK, N.A.
By: /s/ Xxxxx X. XxXxxxxxxx
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Title: Senior Vice
President
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$25,000,000 THE HUNTINGTON NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxxx
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Title: Vice President
$25,000,000 THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By: /s/ Xxxxxxxx Xxx
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Title: Senior Vice President
$25,000,000 ISTITUTO BANCARIO SAN XXXXX XX
XXXXXX S.P.A.
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President
By: /s/ Xxxxxx X. Xxxxxxx
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Title: First Vice President
$25,000,000 MERCANTILE SAFE DEPOSIT &
TRUST COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
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Title: Assistant Vice
President
$25,000,000 NATIONAL CITY BANK OF COLUMBUS
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Assistant Vice
President
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$25,000,000 THE SANWA BANK, LIMITED
NEW YORK BRANCH
By: /s/ Xxxx-Xxxxxx Xxxxxxx
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Title: Vice President
$25,000,000 WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ Xxxxxxxx X. Xxxxxxx, III
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Title: Vice President
$25,000,000 WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK
BRANCH
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Managing Director
By: /s/ Xxxxxxxx Xxxxxxx
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Title: Associate
$0 THE FUJI BANK, LIMITED, NEW
YORK BRANCH
By: /s/ Xxxxxxxx Xxxxxx
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Title: Senior Vice President
$0 NATIONSBANK OF NORTH CAROLINA,
N.A.
By: /s/ Xxxxx X. Xxxx
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Title: Senior Vice President
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$0 SOCIETE GENERALE
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
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Title: Vice President
$0 THE TOKAI BANK, LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Deputy General Manager
$0 THE YASUDA TRUST & BANKING
CO., LTD.
By: /s/ Xxxx X. Xxxxxxxxxxxxxx
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Title: Senior VicePresident
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Total Commitments
$2,400,000,000
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XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By: /s/ Xxxxx X. Fall
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Title: Vice President
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