CONFORMED COPY
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 19, 1998
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").
WITNESSETH:
WHEREAS, the parties hereto have heretofore entered into a 364-Day
Credit Agreement dated as of December 20, 1996 and an amendment and
restatement thereof dated as of October 20, 1997 (collectively, 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 $2,000,000,000, 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 "1996" in
the definition of "Company's 1996 Form 10-K", in Section 4.04(a) and in
Section 4.07 is changed to "1997".
(b) Each reference to "1997" in the definition of "Company's Latest
Form 10-Q". in Section 4.04(b) and in Section 4.05 is changed to "1998".
(c) The date "October 19, 1998" appearing in the definition of
"Termination Date" is changed to "October 18, 1999".
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:
(a) the Commitment Schedule annexed hereto shall be substituted for
the Commitment Schedule attached to the Agreement;
(b) 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;
(c) the Commitment of each Bank shall be the amount set forth opposite
the name of such Bank on the Commitment Schedule; and
(d) any Bank not listed in the Commitment Schedule 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 that the provisions
of Sections 8.03 and 11.03 of the Agreement shall continue to inure to the
benefit of each such Bank.
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 excution of a
counterpart hearof by such party);(ii)a duly execuyet 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) 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, the Agreement as amended and restated hereby and the Notes
(including the New Notes); and (iv) 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/ Xxxx Xxxxxxx
Title: Vice President - Treasurer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxx X. Xxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By /s/ Xxxxx X. Xxxxxxxx
Title: Director
By /s/ Xxxxxx Xxxx
Title: Vice President
ABN AMRO BANK N.V.
By /s/ Xxxxx X. Xxxxxxx
Title: Vice President
By /s/ Xxxxxx X. Xxxxxxx, Xx.
Title: Executive Vice President
BANKBOSTON, N.A.
By /s/ Xxxx X. X'Xxxxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO
By /s/ Xxx Xxx
Title: Corporate Banking Officer
BANCA COMMERCIALE ITALIANA
NEW YORK BRANCH
By /s/ X. Xxxxxxxxx
Title: Vice President
By /s/ Xxxxx Xxxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Xxxxx Xxxx
Title: Managing Director
THE CHASE MANHATTAN BANK
By /s/ Xxxxx X. Xxxxx
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. Xxxxxxxxx
Title: Director
By /s/ Xxxx-Xxxxx Xxxxxx
Title: Director
MELLON BANK, N.A.
By /s/ R. Xxxx Xxxxxxxx
Title: Vice President
ROYAL BANK OF CANADA
By /s/ Xxxxxx X. Xxxxxxxxx
Title: Senior Manager
BANCO SANTANDER
By /s/ Dom X. Xxxxxxxxx
Title: Vice President
By /s/ Xxxxxx X. Xxxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
PARIBAS
By /s/ Xxxxx X. Xxxxxxx
Title: Director
By /s/ Xxxxx Xxxxxxxxx
Title: Vice President
FLEET NATIONAL BANK
By /s/ Xxxxxx X. Xxxx
Title: Assistant Vice President
GENERALE BANK, NEW YORK BRANCH
By /s/ X. Xxxxxxxx
Title: Senior Vice President
By /s/ Xxxx Xxxxxxx
Title: General Manager
SOCIETE GENERALE, NEW YORK BRANCH
By /s/ Xxxxxx Xxxxxxxx
Title: Vice President
STATE STRFET BANK AND TRUST COMPANY
By /s/ Xxxx Xxxx Xxxxxxxxx
Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By /s/ Xxxx X. Raffertv
Title: Senior Vice President
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ Xxxxx X. Xxxxx
Title: Vice President
COMMITMENT SCHEDULE
Bank Commitment
Xxxxxx Guaranty Trust Company of New York $220,000,000
Credit Suisse First Boston 200,000,000
ABN AMRO Bank N.V. 160,000,000
BankBoston, N.A. 160,000,000
The First National Bank of Chicago 160,000,000
Banca Commerciale Italiana, New York Branch 100,000,000
Bank of America National Trust and Savings Association 100,000,000
The Chase Manhattan Bank 100,000,000
Citibank, N.A. 100,000,000
Deutsche Bank AG, New York and/or
Cayman Islands Branches 100.000.000
Mellon Bank, N.A. 100,000,000
Royal Bank of Canada 100,000,000
Banco Santander 50,000,000
The Bank of Nova Scotia 50,000.000
Banque Paribas 50,000,000
Fleet National Bank 50,000,000
Generale Bank, New York Branch 50,000,000
Societe Generale 50,000,000
State Street Bank and Trust Company 50,000,000
Wachovia Bank of Georgia, N.A. 50,000,000
Total $2,000,000,000
