U.S. $416,666,666.67
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of August 21, 2000
Among
SNAP-ON INCORPORATED
as Borrower
and
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
and
SALOMON SMITH BARNEY 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
NYDOCS03/538946.5 Amended and Restated 364-Day Credit Agreement August 21, 2000
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of August 21, 2000
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) , SALOMON SMITH
BARNEY INC., as Lead Arranger and Book Manager, BANK 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 a 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, Salomon Smith Barney Inc., as Lead Arranger and Book Manager, Bank One
Capital Markets Inc., as Co-Arranger, and The First National Bank of Chicago, 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. $416,666,666.67
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
"Commitment", "Lenders", "Sandvik Funding Date" and "Termination Date set forth
therein and adding the following definitions thereto:
"Commitment" means as to any Lender (a) the Dollar amount set forth
opposite such Lender's name on Schedule I hereto, (b) if such Lender has
become a Lender hereunder pursuant to an Assumption Agreement, the Dollar
amount set forth in such Assumption Agreement or (c) if such Lender has
entered into any Assignment and Acceptance, the Dollar amount set forth for
such Lender in the Register maintained by the Agent pursuant to Section
8.07(d), as such amount may be reduced pursuant to Section 2.05.
"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.
NYDOCS03/538946.5 Amended and Restated 364-Day Credit Agreement August 21, 2000
"Termination Date" means the earlier of (a) August 20, 2001, 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 Date in effect immediately prior to the applicable
Extension Date for all purposes of this Agreement.
(b) Section 2.01 of the Existing Credit Agreement is amended by
deleting the following proviso:
"provided, further, that until the Sandvik Funding Date, the
aggregate amount of all Revolving Credit Advances made by any
Lender shall not exceed one third of such Lender's Commitment"
(c) Section 3.02 of the Existing Credit Agreement is deleted in its
entirety.
(d) Section 4.01(e) of the Existing Credit Agreement is amended by (i)
deleting the date "December 31, 1998" and substituting therefor the date
"December 31, 1999" and (ii) deleting the date "June 30, 1999" and substituting
therefor the date "June 30, 2000".
(e) Section 4.01 (i) of the Existing Credit Agreement is deleted in
its entirety.
(f) 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:
NYDOCS03/538946.5 Amended and Restated 364-Day Credit Agreement August 21, 2000
(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 Susan F. Marrinan, General Counsel of the
Borrower, and a favorable opinion of Foley & Lardner, counsel to the
Borrower, substantially in the form of Exhibit D-1 and Exhibit D-2 hereto,
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.
NYDOCS03/538946.5 Amended and Restated 364-Day Credit Agreement August 21, 2000
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/ Donald S. Huml
--------------------------------
Title: Sr. Vice President-Finance and
Chief Financial Officer
THE AGENT
CITIBANK, N.A.,
as Agent
By /s/ Robert D. Wetrus
--------------------------------
Title: Vice President
INITIAL LENDERS
CITIBANK, N.A.
By /s/ Robert D. Wetrus
--------------------------------
Title: Vice President
BANK ONE, NA (Main Office Chicago)
By /s/ Jenny A. Gilpin
--------------------------------
Title: First Vice President
BANK OF AMERICA, N.A.
By /s/ Lynn Stetson
-------------------------------
Title: Managing Director
NYDOCS03/538946.5 Amended and Restated 364-Day Credit Agreement August 21, 2000
MORGAN GUARANTY BANK AND TRUST
COMPANY OF NEW YORK
By /s/Dennis Wilczek
--------------------------------
Title: Associate
SVENSKA HANDELSBANKEN AB (publ)
By /s/ Jonas Daun
-------------------------------
Title: Sr. Vice President
By /s/ Henrik Jensen
--------------------------------
Title: Vice President
BARCLAYS BANK PLC
By /s/
-------------------------------
Title: Vice President
FIRSTAR BANK MILWAUKEE, N.A.
By /s/
-------------------------------
Title: Assistant Vice President
CIBC INC.
By /s/
-------------------------------
Title: Executive Director, CIBC World
Markets Corp., as Agent
DAI-ICHI KANGYO BANK LTD.
By /s/ Nobuyasu Fukatsu
----------------------
Title: General Manager
NYDOCS03/538946.5 Amended and Restated 364-Day Credit Agreement August 21, 2000
SCHEDULE I TO THE
TO THE
AMENDMENT AND RESTATEMENT
COMMITMENTS AND APPLICABLE LENDING OFFICES
- ------------------------------ ---------------------------- ---------------------------- ----------------------------
Name of Initial Lender Commitment Domestic Lending Office Eurocurrency Lending Office
- ---------------------- ----------- ----------------------- ---------------------------
- ------------------------------ ---------------------------- ---------------------------- ----------------------------
Bank of America, N.A. $50,000,000 1850 Gateway Blvd. 1850 Gateway Blvd.
Concord, CA 94520 Concord, CA 94520
Attn: Debbie Conchongco Attn: Debbie Conchongco
T: 925 675-8913 T: 925 675-8913
F: 925 675-7539 F: 925 675-7539
- ------------------------------ ---------------------------- ---------------------------- ----------------------------
Barclays Bank PLC $33,333,333.33 222 Broadway 222 Broadway
New York, NY 10038 New York, NY 10038
Attn: C. Tenn Attn: C. Tenn
T: 212 412-3728 T: 212 412-3728
F: 212 412-5308 F: 212 412-5308
- ------------------------------ ---------------------------- ---------------------------- ----------------------------
CIBC Inc. $6,666,666.67 Two Paces West Two Paces West
2727 Paces Ferry Road, 2727 Paces Ferry Road,
Suite 1200 Suite 1200
Atlanta, GA 30339 Atlanta, GA 30339
Attn: Charlene Harris Attn: Charlene Harris
T: 770 319-4881 T: 770 319-4881
F: 770 319-4950 F: 770 319-4950
- ------------------------------ ---------------------------- ---------------------------- ----------------------------
Citibank, N.A. $100,000,000 Two Penns Way Two Penns Way
New Castle, DE 19720 New Castle, DE 19720
Attn: Maureen Prytula Attn: Maureen Prytula
T: 302 894-6089 T: 302 894-6089
F: 302 894-6120 F: 302 894-6120
- ------------------------------ ---------------------------- ---------------------------- ----------------------------
Firstar Bank Milwaukee, N.A. $10,000,000 777 E. Wisconsin Ave. 777 E. Wisconsin Ave.
Milwaukee, WI 53202 Milwaukee, WI 53202
Attn: Bruce Anthony Attn: Bruce Anthony
T: 414 765-4724 T: 414 765-4724
F: 414 765-5367 F: 414 765-5367
- ------------------------------ ---------------------------- ---------------------------- ----------------------------
Bank One, NA $100,000,000 One First National Plaza, One First National Plaza,
Suite 0088 Suite 0088
Chicago, IL 60670 Chicago, IL 60670
Attn: Edna Guerra Attn: Edna Guerra
T: 312 732-9609 T: 312 732-9609
F: 312 732-2715 F: 312 732-2715
NYDOCS03/538946.5 Amended and Restated 364-Day Credit Agreement August 21, 2000
- ------------------------------ ---------------------------- ---------------------------- ----------------------------
Morgan Guaranty Bank and $16,666,666.67 60 Wall Street c/o J.P. Morgan Services
Trust Company of New York New York, NY 100260-0060 Inc.
Attn: Euro-Loan Servicing Unit
T: 500 Stanton Christiana Road
F: Newark DE 19713
Attn:
T:
F: 302 634-1094
- ------------------------------ ---------------------------- ---------------------------- ----------------------------
Svenska Handelsbanken AB $50,000,000 153 East 53rd Street 153 East 53rd Street
(publ) New York, NY 10022 New York, NY 10022
Attn: Henrik Jenson Attn: Henrik Jenson
T: 212 326-5125 T: 212 326-5125
F: 212 326-5151 F: 212 326-5151
- ------------------------------ ---------------------------- ---------------------------- ----------------------------
Dai-Ichi Kangyo Bank Ltd. $50,000,000 10 S. Wacker Drive 10 S. Wacker Drive
Chicago, IL 60608 Chicago, IL 60608
Attn: Michael Pleasants Attn: Michael Pleasants
T: 312 715-6361 T: 312 715-6361
F: 312 876-2011 F: 312 876-2011
- ------------------------------ ---------------------------- ---------------------------- ----------------------------
Total Commitment = U.S. $ 416,666,666.67