EXHIBIT 10(a)
U.S. $200,000,000
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of August 9, 2002
Among
SNAP-ON INCORPORATED
as Borrower
and
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
and
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 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 364-DAY CREDIT AGREEMENT
Dated as of August 9, 2002
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) , ▇▇▇▇▇▇▇ ▇▇▇▇▇
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 20, 2001, which amended and restated the Amended
and Restated 364-Day Credit Agreement dated as of August 21, 2000, which in turn
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, ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ 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. $200,000,000
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
"Lenders" and "Termination Date" set forth therein and adding the following
definitions thereto:
"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 8, 2003,
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
2
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, 2000" and substituting therefor the date
"December 31, 2001" and (ii) deleting the date "June 30, 2001" and substituting
therefor the date "June 30, 2002".
(c) 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.
(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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
General Counsel of the Borrower, and a favorable opinion of
▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to the Borrower, substantially in
the form of Exhibit D-1 and Exhibit D-2 to the Existing
Credit
3
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 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Title: Corporate Treasurer
4
THE AGENT
CITIBANK, N.A.,
as Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President
INITIAL LENDERS
CITIBANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President
BANK ONE, NA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Title: Director
SVENSKA HANDELSBANKEN AB (PUBL)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President
By: /s/ Illegible
---------------------------
Title: SVP
MIZUHO CORPORATE BANK, LTD.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Title: Deputy General Manager
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Title: Managing Director
BARCLAYS BANK PLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------
Title: Director
THE NORTHERN TRUST COMPANY
By: /s/ Illegible
---------------------------
Title: Second Vice President
▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇.▇.▇.,
▇▇▇ ▇▇▇▇ BRANCH
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Title: Senior Vice President
FIRSTAR BANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Title: Vice President
SCHEDULE I
TO THE
AMENDMENT AND RESTATEMENT
COMMITMENTS AND APPLICABLE LENDING OFFICES
------------------------------ -------------------- ---------------------------- ----------------------------
Name of Initial Lender Commitment Domestic Lending Office Eurocurrency Lending Office
------------------------------ -------------------- ---------------------------- ----------------------------
Banca Nazionale del Lavoro $20,000,000 ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 25 West 51st Street
S.p.A., New York Branch ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
T: ▇▇▇ ▇▇▇-▇▇▇▇ T: ▇▇▇ ▇▇▇-▇▇▇▇
F: ▇▇▇ ▇▇▇-▇▇▇▇ F: ▇▇▇ ▇▇▇-▇▇▇▇
------------------------------ -------------------- ---------------------------- ----------------------------
Bank of America, N.A. $17,500,000 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ Conchongco Attn: ▇▇▇▇▇▇ Conchongco
T: ▇▇▇ ▇▇▇-▇▇▇▇ T: ▇▇▇ ▇▇▇-▇▇▇▇
F: ▇▇▇ ▇▇▇-▇▇▇▇ F: ▇▇▇ ▇▇▇-▇▇▇▇
------------------------------ -------------------- ---------------------------- ----------------------------
Barclays Bank PLC $26,000,000 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ Challenger Attn: ▇▇▇▇▇▇▇▇▇ Challenger
T: ▇▇▇ ▇▇▇-▇▇▇▇ T: ▇▇▇ ▇▇▇-▇▇▇▇
F: ▇▇▇ ▇▇▇-▇▇▇▇ F: ▇▇▇ ▇▇▇-▇▇▇▇
------------------------------ -------------------- ---------------------------- ----------------------------
Bank One, NA $24,000,000 1 Bank One 1 Bank ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇
T: ▇▇▇ ▇▇▇-▇▇▇▇ T: ▇▇▇ ▇▇▇-▇▇▇▇
F: ▇▇▇ ▇▇▇-▇▇▇▇ F: ▇▇▇ ▇▇▇-▇▇▇▇
------------------------------ -------------------- ---------------------------- ----------------------------
Citibank, N.A. $28,500,000 Two Penns Way ▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
T: ▇▇▇ ▇▇▇-▇▇▇▇ T: ▇▇▇ ▇▇▇-▇▇▇▇
F: ▇▇▇ ▇▇▇-▇▇▇▇ F: ▇▇▇ ▇▇▇-▇▇▇▇
------------------------------ -------------------- ---------------------------- ----------------------------
Firstar Bank Milwaukee, N.A. $11,000,000 ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
T: ▇▇▇ ▇▇▇-▇▇▇▇ T: ▇▇▇ ▇▇▇-▇▇▇▇
F: ▇▇▇ ▇▇▇-▇▇▇▇ F: ▇▇▇ ▇▇▇-▇▇▇▇
------------------------------ -------------------- ---------------------------- ----------------------------
Mizuho Corporate Bank, Ltd. $25,000,000 ▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
T: ▇▇▇ ▇▇▇-▇▇▇▇ T: ▇▇▇ ▇▇▇-▇▇▇▇
F: ▇▇▇ ▇▇▇-▇▇▇▇ F: ▇▇▇ ▇▇▇-▇▇▇▇
------------------------------ -------------------- ---------------------------- ----------------------------
2
------------------------------ -------------------- ---------------------------- ----------------------------
The Northern Trust Company $22,000,000 ▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 50 ▇. ▇▇▇▇▇▇▇ Street
Chicago, IL 60675 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ Honda Attn: ▇▇▇▇▇ Honda
T: ▇▇▇ ▇▇▇-▇▇▇▇ T: ▇▇▇ ▇▇▇-▇▇▇▇
F: 312 630-1566 F: 312 630-1566
------------------------------ -------------------- ---------------------------- ----------------------------
Svenska Handelsbanken AB $26,000,000 ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
(▇▇▇▇) ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
T: ▇▇▇ ▇▇▇-▇▇▇▇ T: ▇▇▇ ▇▇▇-▇▇▇▇
F: ▇▇▇ ▇▇▇-▇▇▇▇ F: ▇▇▇ ▇▇▇-▇▇▇▇
------------------------------ -------------------- ---------------------------- ----------------------------
Total Commitment = U.S. $200,000,000
