EXECUTION COPY
AMENDMENT AND RESTATEMENT OF FIVE-YEAR CREDIT AGREEMENT
Dated as of June 13, 1997
ALLIEDSIGNAL INC., a Delaware corporation (the "Company"), the
banks, financial institutions and other institutional lenders which are
parties to the Existing Five-Year Credit Agreement referred to below
(collectively, the "Lenders"), CITIBANK, N.A., as agent (together with any
successor thereto appointed pursuant to Article VIII of the Existing
Five-Year Credit Agreement referred to below, the "Agent"), and THE CHASE
MANHATTAN BANK, N.A. and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as co-
agents (the "Co-Agents") for the Lenders, hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Company is party to a Five-Year Credit Agreement
dated as of June 30, 1995 (as amended, supplemented or otherwise
modified from time to time to (but not including) the date of this
agreement, the "Existing Five-Year Credit Agreement") with the
Lenders, the Agent and the Co-Agents. Capitalized terms not
otherwise defined in this Amendment and Restatement shall have the
same meanings as specified in the Existing Five-Year Credit
Agreement.
(2) The Company is also party to a 364-Day Credit
Agreement dated as of June 30, 1995 (as amended, supplemented or
otherwise modified from time to time to (but not including) the
date of this agreement, the ("Existing 364-Day Credit Agreement")
with the banks, financial institutions and other institutional
lenders party thereto, the Agent and the Co-Agents.
(3) The Company desires to terminate the Existing 364-
Day Credit Agreement and to correspondingly increase the amount of
the Existing Five-Year Credit Agreement to $750,000,000.
(4) The parties to this agreement (the "Amendment and
Restatement") agree to amend the Existing Five-Year Credit
Agreement as set forth herein and to restate the Existing Five-Year
Credit Agreement in its entirety to read as set forth in the
Existing Five-Year Credit Agreement with the following amendments.
SECTION 1. Amendments to the Existing Five-Year Credit
Agreement. The Existing Five-Year 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 as follows:
(a) The Existing Five-Year Credit Agreement, the
Exhibits thereto and the Notes are hereby amended by deleting
each reference to the phrase "the Five-Year Credit Agreement
dated as of June 30, 1995" and substituting therefor the
phrase "the Amended and Restated Five-Year Credit Agreement
dated as of June 13, 1997".
(b) The Existing Five-Year Credit Agreement and the
Exhibits thereto are hereby amended by deleting each reference
to "ABN-AMRO BANK N.V." as Co-Agent and substituting therefor
"The Chase Manhattan Bank, N.A.".
(c) Section 1.01 is amended by deleting the definitions
of "Facility A Credit Agreement", "Income from Operations" and
"Interest and Other Financial Charges" in their entirety.
(d) Section 1.01 is further amended by deleting the
definitions of "Applicable Margin", "Applicable Percentage",
"Commitment", "Lenders" and "Termination Date" set forth
therein and replacing them, respectively, with the following
new definitions thereof:
"Applicable Margin" means, as of any date, a percentage
per annum determined by reference to the Public Debt Rating in
effect on such date as set forth below:
=========================================
Public Debt Rating Applicable Margin
S&P/Moody's
=========================================
Level 1
AA- /Aa3 or above .095%
-----------------------------------------
Level 2
Lower than AA-/Aa3 .135%
but at least A-/A3
-----------------------------------------
Level 3
Lower than A-/A3 .185%
but at least BBB/Baa2
-----------------------------------------
Level 4
Below BBB/Baa2 .300%
or unrated
=========================================
"Applicable Percentage" means, as of any date, a
percentage per annum determined by reference to the Public
Debt Rating in effect on such date as set forth below:
=========================================
Public Debt Rating Applicable
S&P/Moody's Percentage
=========================================
Level 1
AA- /Aa3 or above .055%
-----------------------------------------
Level 2
Lower than AA-/Aa3 .065%
but at least A-/A3
-----------------------------------------
Level 3
Lower than A-/A3 .090%
but at least BBB/Baa2
-----------------------------------------
Level 4
Below BBB/Baa2 .150%
or unrated
=========================================
"Commitment" means as to any Lender (i) the Dollar amount
set forth opposite its name on the signature pages of the
Amendment and Restatement dated as of June 13, 1997 to the
Five-Year Credit Agreement dated as of June 30, 1995, as
amended, among the Company, the banks, financial institutions
and other institutional lenders, (ii) if such Lender has
become a Lender hereunder after such date pursuant to an
Assumption Agreement, the Dollar amount set forth as its
Commitment in such Assumption Agreement or (iii) if such
Lender has entered into any Assignment and Acceptance after
such date, the Dollar amount set forth for such Lender in the
Register maintained by the Agent pursuant to Section 9.07(d),
in each case as the same may be increased, terminated or
reduced, as the case may be, pursuant to Section 2.05(a), (b),
(c), (d) or (e) or Section 2.16.
"Lenders" means, collectively, (i) the banks, financial
institutions and other institutional lenders listed on the
signature pages of the Amendment and Restatement dated as of
June 13, 1997 to the Five-Year Credit Agreement dated as of
June 30, 1995, as amended, among the Company, the banks,
financial institutions and other institutional lenders, (ii)
each Assuming Bank that shall become a party hereto after such
date pursuant to Section 2.05(e) or Section 2.16 and (iii)
each Eligible Assignee that shall become a party hereto after
such date pursuant to Sections 9.07(a), (b) and (c).
"Termination Date" means the earlier of (a) June 30,
2002, or such later date to which it may be extended pursuant
to Section 2.16, and (b) the date of termination in whole of
the Commitments pursuant to Section 2.05(a) or Section 6.01
or, if all Lenders elect to terminate their Commitments as
provided therein, Section 2.05(d).
(e) Section 2.04(b) is hereby amended by deleting the
phrase "as set forth in the letter dated June 6, 1995 between
the Company and the Agent" and substituting therefor the
phrase "as the Company and the Agent may separately agree".
(f) Section 2.05(c) is hereby amended by deleting the
figure "$90,000,000" contained in the eleventh line thereof
and substituting therefor the figure "$180,000,000".
(g) Section 2.05(e) is hereby amended by deleting the
figure "$150,000,000" and substituting therefor the figure
"$250,000,000".
(h) Section 3.03(i) is hereby amended by deleting the
letter "(A)" from the sixth line thereof and deleting the
following phrase in its entirety:
"(B) if such Revolving Credit Borrowing results in
incremental outstanding Advances or is the initial Revolving Credit
Borrowing of the Company, the representations set forth in the last
sentence of subsection (e) and in subsections (f), (h)-(l) and (n)
of Section 4.01 are correct on and as of the date of such Revolving
Credit Borrowing, before and after giving effect to such Revolving
Credit Borrowing and to the application of the proceeds therefrom,
as though made on and as of such date, and".
(i) Section 4.01(e) is hereby amended by deleting each
reference to the date "December 31, 1994" contained therein
and substituting therefor the date "December 31, 1996".
(j) Section 4.01(j) is hereby amended by deleting the
year "1993" contained therein and substituting therefor the
year "1995".
(k) Section 5.01(h) is hereby amended by deleting the
final sentence contained in each of subsections (i) and (ii)
thereof.
(l) Section 5.02 is hereby amended by deleting Section
5.02(c) thereof in its entirety and substituting therefore the
following:
"(c) Minimum Net Worth. At any time, permit the
amount of Consolidated total assets in excess of
Consolidated total liabilities to be less than
$3,100,000,000.".
(m) Section 6.01(e) is hereby amended as follows:
(i) Deleting the reference to the number
"$25,000,000" contained in the fourth line thereof and
substituting therefor the number "$100,000,000"; and
(ii) Deleting the parenthetical "(but excluding
Debt outstanding hereunder)" and substituting therefor
"(but excluding Debt outstanding hereunder and Debt owed
by such party to any bank, financial institution or other
institutional lender to the extent the Borrower or any
Subsidiary has deposits with such bank, financial
institution or other institutional lender sufficient to
repay such Debt)".
(n) Section 6.01(g) is hereby amended by deleting the
figure "$25,000,000" contained in the second line thereof and
substituting therefor the figure "$100,000,000".
(o) Section 6.01(j) is hereby amended by deleting each
reference to the figure "$25,000,000" contained therein and
substituting therefor the figure "$100,000,000".
(p) Section 6.01 is hereby further amended by deleting
subsection (k) thereof in its entirety.
(q) A new Section 9.16 is added to the Existing Five-
Year Credit Agreement to read as follows:
"SECTION 9.16. Judgment. (a) If for the purposes of
obtaining judgment in any court it is necessary to convert a
sum due hereunder or under the Notes in any currency (the
"Original Currency") into another currency (the "Other
Currency"), the parties hereto agree, to the fullest extent
that they may effectively do so, that the rate of exchange
used shall be that at which in accordance with normal banking
procedures the Agent could purchase the Original Currency with
the Other Currency at 9:00 A.M. (New York City time) on the
first Business Day preceding that on which final judgment is
given.
(b) The obligation of each Borrower in respect of any
sum due in the Original Currency from it to any Lender or the
Agent hereunder or under the Revolving Credit Note or
Revolving Credit Notes held by such Lender shall,
notwithstanding any judgment in any Other Currency, be
discharged only to the extent that on the Business Day
following receipt by such Lender or the Agent (as the case may
be) of any sum adjudged to be so due in such Other Currency,
such Lender or
the Agent (as the case may be) may in accordance with normal banking
procedures purchase Dollars with such Other Currency; if the amount
of Dollars so purchased is less than the sum originally due to such
Lender or the Agent (as the case may be) in the Original Currency,
such Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify such Lender or
the Agent (as the case may be) against such loss, and if the
amount of Dollars so purchased exceeds the sum originally due
to any Lender or the Agent (as the case may be) in the
Original Currency, such Lender or the Agent (as the case may
be) agrees to remit to such Borrower such excess.".
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 Company, the Co-
Agents and the Lenders or, as to any of the Lenders, advice
satisfactory to the Agent that such Co-Agent or such Lender
has executed this Amendment and Restatement.
(b) All Commitments (as defined in the Existing 364-Day
Credit Agreement) under the Existing 364-Day Credit Agreement
shall have been terminated and the Company shall have paid any
and all amounts owing thereunder.
(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
Lender:
(i) The Revolving Credit Notes of the Company
to the order of the Lenders, respectively, in the amount
of the Commitment of each Lender as modified pursuant to
this Amendment and Restatement.
(ii) Certified copies of (i) the resolutions of
the Board of Directors of the Company authorizing this
Amendment and Restatement, the Revolving Credit Notes and
the matters contemplated hereby and thereby and (ii) all
documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this
Amendment and Restatement, the Revolving Credit Notes and
the matters contemplated hereby and thereby.
(iii) A certificate of the Secretary or an
Assistant Secretary of the Company certifying the names
and true signatures of the officers of the Company
authorized to sign this Amendment and Restatement, the
Revolving Credit Notes and the other documents to be
delivered hereunder.
(iv) A favorable opinion of Victor P. Patrick,
Associate General Counsel for the Company in
substantially the form of Exhibit A hereto.
(v) A certificate signed by a duly authorized
officer of the Company stating that:
(A) The representations and
warranties contained in Section 4.01 of the Existing
Five-Year Credit Agreement are correct on and as of
the Restatement Effective Date as though made on and
as of such date; and
(B) No event has occurred and is
continuing that constitutes a Default.
The effectiveness of this Amendment and Restatement is conditioned
upon the accuracy of the factual matters described herein. This
Amendment and Restatement is subject to the provisions of Section
9.01 of the Existing Five-Year Credit Agreement.
SECTION 3. Reference to and Effect on the Existing Five-
Year Credit Agreement and the Notes. (a) On and after the
effectiveness of this Amendment and Restatement, each reference in
the Existing Five-Year Credit Agreement to "this Agreement",
"hereunder", "hereof" or words of like import referring to the
Existing Five-Year Credit Agreement, and each reference in the
Notes to "the Credit Agreement", "thereunder", "thereof" or words
of like import referring to the Existing Five-Year Credit
Agreement, shall mean and be a reference to the Existing Five-Year
Credit Agreement, as amended and restated by this Amendment and
Restatement.
(b) The Existing Five-Year Credit Agreement, as
specifically amended and restated 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 Five-Year Credit Agreement, as amended and restated by
this Amendment and Restatement, any references in the Existing Five-
Year 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 Five-Year Credit
Agreement (which is June 30, 1995).
SECTION 4. Costs and Expenses. The Company 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 9.04 of the Existing Five-Year 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.
[The remainder of this page has been intentionally left blank.]
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.
ALLIEDSIGNAL INC., as Borrower
By: /s/ Robert F. Friel
-----------------------------
Name: Robert F. Friel
Title: Vice President and Treasurer
$50,000,000 CITIBANK, N.A.,
as Agent and as Lender
By: /s/ Steven R. Victorin
----------------------------
Name: Steven R. Victorin
Title: Attorney-in-fact
$50,000,000 THE CHASE MANHATTAN BANK, N.A.,
as Co-Agent and as Lender
By: /s/ Richard C. Smith
---------------------------
Name: Richard C. Smith
Title: Vice President
$50,000,000 MORGAN GUARANTY TRUST
COMPANY OF NEW YORK,
as Co-Agent and as Lender
By: /s/ Penelope J. B. Cox
---------------------------
Name: Penelope J. B. Cox
Title: Vice President
$37,500,000 BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By: /s/ Deborah J. Graziano
---------------------------
Name: Deborah J. Graziano
Title: Vice President
$37,500,000 BANK OF MONTREAL
By: /s/ Thurston W. Pettus
--------------------------
Name: Thurston W. Pettus
Title: Director
$37,500,000 BANK OF TOKYO - MITSUBISHI TRUST COMPANY
By: /s/ Michael C. Irwin
--------------------------
Name: Michael C. Irwin
Title: Vice President
$37,500,000 BANQUE NATIONALE DE PARIS
By: /s/ Richard L. Sted
--------------------------
Name: Richard L. Sted
Title: Senior Vice President
By: /s/ Robert S. Taylor, Jr.
--------------------------
Name: Robert S. Taylor, Jr.
Title: Senior Vice President
$37,500,000 CIBC INC.
By: /s/ William J. Koslo, Jr.
--------------------------
Name: William J. Koslo, Jr.
Title: Director
$37,500,000 DEUTSCHE BANK AG NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES
By: /s/ Jean M. Hannigan
---------------------------
Name: Jean M. Hannigan
Title: Vice President
By: /s/ V. Shannon Sewsankar
---------------------------
Name: V. Shannon Sewsankar
Title: Assistant Vice President
$37,500,000 MELLON BANK, N.A.
By: /s/ Caroline R. Walsh
---------------------------
Name: Caroline R. Walsh
Title: Assistant Vice President
$37,500,000 MIDLAND BANK PLC, NEW YORK BRANCH
By: /s/ J.P. Bollington
---------------------------
Name: J.P. Bollington
Title: Vice President
$37,500,000 NATIONSBANK, N.A.
By: /s/ Thomas J. Kane
---------------------------
Name: Thomas J. Kane
Title: Vice President
$37,500,000 ROYAL BANK OF CANADA
By: /s/ Michael Korine
---------------------------
Name: Michael Korine
Title: Senior Manager
$37,500,000 THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By: /s/ John C. Kissinger
---------------------------
Name: John C. Kissinger
Title: Joint General Manager
$37,500,000 THE BANK OF NEW YORK
By: /s/ Ernest Fung
---------------------------
Name: Ernest Fung
Title: Vice President
$37,500,000 THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Thang Dao
---------------------------
Name: Thang Dao
Title: Corporate Banking Officer
$37,500,000 THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY
By: /s/ J. Kenneth Biegen
----------------------------
Name: J. Kenneth Biegen
Title: Senior Vice President
$37,500,000 UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By: /s/ Dieter Hoeppli
----------------------------
Name: Dieter Hoeppli
Title: Vice President
By: /s/ Samuel Azizo
----------------------------
Name: Samuel Azizo
Title: Vice President
$37,500,000 WACHOVIA BANK, N.A.
By: /s/ James Barwis
----------------------------
Name: James Barwis
Title: Vice President
$750,000,000 TOTAL COMMITMENTS
CONSENT
Reference is made to the foregoing Amendment and Restatement
dated as of June 13, 1997 (the "Amendment and Restatement";
capitalized terms being used herein as therein defined) of the
Existing Five-Year Credit Agreement among AlliedSignal Inc., as
Borrower, the banks, financial institutions, and other
institutional lenders party thereto, as Lenders, Citibank, N.A., as
Agent and The Chase Manhattan Bank, N.A. and Morgan Guaranty Trust
Company of New York, as Co-Agents.
Each of the undersigned, being an existing Lender ("Existing
Lender") under the Existing Credit Agreement, have declined to
participate in the Amendment and Restatement. Conditioned upon the
effectiveness of the foregoing Amendment and Restatement, from and
after the Restatement Effective Date, the undersigned shall
relinquish all of its rights and be released from all of its
obligations under the Existing Credit Agreement.
Prior to the effectiveness of the Amendment and Restatement,
and prior to giving effect to any release under this Consent, the
undersigned represents and warrants that as of the Restatement
Effective Date, its Commitment is in the dollar amount specified as
its "Terminating Commitment" below, and the aggregate outstanding
principal amount of Advances owing to it under the Revolving Credit
Facility is in the dollar amount specified as the "Aggregate
Outstanding Principal Amount of Advances Owed" to the undersigned
below.
===========================================================================
Existing Lender Terminating Commitment Aggregate Outstanding
Principal Amount of
Advances Owed
- ---------------------------------------------------------------------------
ABN AMRO BANK N.V. $23,000,000 $0
- ---------------------------------------------------------------------------
NATIONAL WESTMINSTER
BANK PLC (NEW YORK AND/ $18,000,000 $0
OR NASSAU BRANCHES)
- ---------------------------------------------------------------------------
THE TORONTO-DOMINION $18,000,000 $0
BANK
===========================================================================
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.
ABN-AMRO BANK N.A.,
as former Co-Agent and Lender
By /s/ Nancy W. Lanzoni
----------------------------------
Name: Nancy W. Lanzoni
Title: Group Vice President
By /s/ John M. Kinney
----------------------------------
Name: John M. Kinney
Title: Assistant Vice President
THE TORONTO-DOMINION BANK, as former Lender
By /s/ Jimmy Simien
----------------------------------
Name: Jimmy Simien
Title: Mgr. Cr. Admin.
NATIONAL WESTMINSTER BANK PLC (NEW YORK BRANCH)
By /s/ Maria Amaral-LeBlanc
---------------------------------
Name: Maria Amaral-LeBlanc
Title: Vice President
NATIONAL WESTMINSTER BANK PLC (NASSAU BRANCH)
By /s/ Maria Amaral-LeBlanc
---------------------------------
Name: Maria Amaral-LeBlanc
Title: Vice President