THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment"), --------- dated as of October 2, 1998 is entered into by and among Compaq Computer Corporation, a Delaware corporation (the "Company"), the several financial ------- institutions...
EXHIBIT 10.22
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment"),
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dated as of October 2, 1998 is entered into by and among Compaq Computer
Corporation, a Delaware corporation (the "Company"), the several financial
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institutions from time to time party to the Credit Agreement (collectively, the
"Banks"; individually, a "Bank"), Bank of America National Trust and Savings
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Association, as administrative agent and as Internet agent for the Banks, The
Chase Manhattan Bank, Citibank, N.A. and NationsBank of Texas, N.A., as
syndication agents, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Internet
agent, agree as follows.
RECITALS
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WHEREAS, the Company, the Banks and the Agent are parties to the
U.S.$3,000,000,000.00 Revolving Credit Agreement, dated as of September 22, 1997
(the "Credit Agreement"), pursuant to which the Banks have extended certain
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credit facilities to the Company;
WHEREAS, the Company, the Banks, and the Agent now hereby wish to amend the
Credit Agreement in certain respects, all as set forth in greater detail below;
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined
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shall have the meanings assigned in the Credit Agreement.
2. Amendment to Credit Agreement.
--------------------------------
The defined term "364-Day Credit Agreement" as defined in Section 1.01 of
the Credit Agreement is hereby superseded by the following definition:
"364-Day Credit Agreement" means that U.S.$1,000,000,000.00 Revolving
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Credit Agreement dated as of October 2, 1998 among the Company, BofA as
Administrative Agent and the lenders party thereto, under which such
lenders have agreed to extend credit to the Company on a 364-day basis.
Section 2.09(a) of the Credit Agreement is hereby amended by restating the
fourth sentence thereof to read in its entirety as follows:
If such notice is given by the Company, the Company shall make such
prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein, together with accrued interest to
each such date on the amount of Offshore Loans prepaid.
Section 2.11(b) of the Credit Agreement is hereby amended by restating the
second sentence thereof to read in its entirety as follows:
Interest shall also be paid on the date of any prepayment of Offshore
Loans under Section 2.09 for the portion of the Offshore Loans so prepaid
and upon payment in full thereof.
Section 2.12 of the Credit Agreement is hereby amended by deleting the word
"average" and inserting the word "actual" in lieu thereof.
3. Representations and Warranties. The Company hereby represents and
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warrants to the Agent and each of the Banks as follows:
(a) The execution, delivery and performance by the Company of
this Amendment have been duly authorized by all necessary corporate
and other action and do not and will not require any registration
with, consent or approval of, notice to or action by, any Person
(including any Governmental Authority) in order to be effective and
enforceable. The Credit Agreement as amended by this Amendment
constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its respective
terms, without defense, counterclaim or offset.
(b) All representations and warranties of the Company contained
in the Credit Agreement are true and correct as though made on and as
of the date hereof (except to the extent such representations and
warranties specifically relate to an earlier date, in which case they
were true and correct as of such earlier date).
(c) The Company is entering into this Amendment on the basis of
its own investigation and for its own reasons, without reliance upon
the Agent, any Bank or any other person.
(d) No Swingline Loans are outstanding on the Effective Date.
4. Effective Date. This Amendment will become effective as of October 2,
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1998, provided that each of the following has occurred:
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(a) The Agent has received from the Company and the Majority
Banks a duly executed original or facsimile of this Amendment; and
(b) All conditions precedent to the first Loan under the 364-Day
Credit Agreement (as defined in Section 2 above) other than the
effectiveness of this Amendment shall have occurred.
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5. Swingline Loans. The parties hereto acknowledge that the availability of
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Swingline Loans, which commenced upon the 364-Day Credit Agreement Termination
Date pursuant to Section 2.01(b) of the Credit Agreement without giving effect
to this Amendment, is terminated as upon the Effective Date, and that such
availability shall commence again as provided in such Section 2.01(b) upon the
364-Day Credit Agreement Termination Date pursuant to the Credit Agreement as
hereby amended.
6. Miscellaneous.
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(a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force
and effect, and all references therein and in the other Loan Documents
to the Credit Agreement shall henceforth refer to the Credit Agreement
as amended by this Amendment. This Amendment shall be deemed
incorporated into, and a part of, the Credit Agreement.
(b) This Amendment shall be binding upon and inure to the benefit
of the parties to the Credit Agreement and their respective successors
and assigns. No third party beneficiaries are intended in connection
with this Amendment.
(c) This Amendment shall be governed by and construed in
accordance with the law of the State of New York.
(d) This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which, when
taken together, shall be deemed to constitute but one and the same
instrument.
(e) This Amendment, together with the Credit Agreement, contains
the entire and exclusive agreement of the parties hereto with
reference to the matters discussed herein and therein. This Amendment
supersedes all prior drafts and communications with respect thereto.
(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision
shall be invalidated without affecting the remaining provisions of
this Amendment or the Credit Agreement, respectively.
(g) The Company hereby covenants to pay or to reimburse the
Agent, upon demand, for all costs and expenses (including Attorney
Costs) incurred in connection with the development, preparation,
negotiation, execution and delivery of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment in San Francisco, California as
of the date first above written.
COMPAQ COMPUTER CORPORATION
By:________________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Administrative
Agent and as Internet Agent
By:________________________________
Name:
Title:
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
as Swingline Bank and as a Bank
By:________________________________
Name:
Title:
CITIBANK, N.A.,
as Syndication Agent and as a Bank
By:________________________________
Name:
Title:
4
NATIONSBANK OF TEXAS, N.A.,
as Syndication Agent and as a Bank
By:________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
as Syndication Agent and as a Bank
By:________________________________
Name:
Title:
▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK, as Internet
Agent and as a Bank
By:________________________________
Name:
Title:
CARIPLO-CASSA DI RISPARMIO
DELLE PROVINCIE LOMBARDE S.P.A.
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO
By:________________________________
Name:
Title:
FLEET NATIONAL BANK
By:________________________________
Name:
Title:
ING BANK N.V.
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
6
BANCA COMMERCIALE ITALIANA,
LOS ANGELES BRANCH
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By:________________________________
Name:
Title:
BARCLAYS BANK PLC
By:________________________________
Name:
Title:
THE FUJI BANK, LIMITED, NEW YORK
BRANCH
By:________________________________
Name:
Title:
7
NATIONAL AUSTRALIA BANK
LIMITED
By:________________________________
Name:
Title:
BANCA DI ROMA, CHICAGO BRANCH
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
BANCA MONTE DEI PASCHI DI SIENA,
S.P.A.
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇.▇.▇., ▇▇▇ ▇▇▇▇ BRANCH
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
BANCA POPOLARE DI MILANO, NEW
YORK BRANCH
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
BANCO CENTRAL HISPANO
AMERICANO, S.A., NEW YORK
BRANCH
By:________________________________
Name:
Title:
BANK OF MONTREAL
By:________________________________
Name:
Title:
▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
By:________________________________
Name:
Title:
BANKBOSTON, N.A.
By:________________________________
Name:
Title:
BANQUE NATIONALE DE PARIS,
HOUSTON AGENCY
By:________________________________
Name:
Title:
BAYERISCHE HYPOTHEKEN-UND
VEREINSBANK-BANK
AKTIENGESELLSCHAFT, NEW YORK
BRANCH
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
By:________________________________
Name:
Title:
CREDITO ITALIANO
By:________________________________
Name:
Title:
THE DAI-ICHI KANGYO BANK,
LIMITED
By:________________________________
Name:
Title:
DEN DANSKE BANK AKTIESELSKAB,
CAYMAN ISLANDS BRANCH
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇
BRANCH AND GRAND CAYMAN
BRANCH
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:________________________________
Name:
Title:
ISTITUTO BANCARIO SAN PAOLO DI
TORINO S.P.A.
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
12
KREDIET BANK N.V., GRAND
CAYMAN BRANCH
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
MARINE MIDLAND BANK
By:________________________________
Name:
Title:
MELLON BANK, N.A.
By:________________________________
Name:
Title:
NATIONAL WESTMINSTER BANK PLC,
NEW YORK BRANCH
By:________________________________
Name:
Title:
▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇ BRANCH
By:________________________________
Name:
Title:
THE NORTHERN TRUST COMPANY
By:________________________________
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By:________________________________
Name:
Title:
THE SANWA BANK, LIMITED
By:________________________________
Name:
Title:
SKANDINAVISKA ENSKILDA ▇▇▇▇▇▇
▇▇ (PUBL), NEW YORK BRANCH
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
14
SOCIETE GENERALE FINANCE
(IRELAND) LIMITED
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
STANDARD CHARTERED BANK
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
THE SUMITOMO BANK, LIMITED
By:________________________________
Name:
Title:
THE SUMITOMO TRUST & BANKING
CO., LTD., LOS ANGELES AGENCY
By:________________________________
Name:
Title:
15
UBS AG, STAMFORD BRANCH
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
TORONTO DOMINION BANK (TEXAS),
INC.
By:________________________________
Name:
Title:
▇▇▇▇▇ FARGO BANK, N.A.
By:________________________________
Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
By:________________________________
Name:
Title:
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