EXHIBIT 10-B
AMENDMENT No. 1 (this "Amendment") to the U.S. $1,000,000,000 364 Day Credit
Agreement, dated as of March 24, 1995, among Colgate-Palmolive Company, as
Borrower, the Lenders parties thereto, Citibank, N.A., as Administrative Agent,
and Morgan Guaranty Trust Company of New York, as Documentation Agent, (such
credit agreement, the "Credit Agreement"). All capitalized terms used but not
defined herein, shall have the meanings ascribed to them in the Credit
Agreement.
WHEREAS, the Borrower and the Lenders wish to amend the Credit Agreement on
the terms and subject to the conditions set forth below.
NOW THEREFORE, the Borrower and the Lenders hereby agree as follows:
1. Section 1.01 of the Credit Agreement is hereby amended by deleting, in its
entirety the definition of "Termination Date" and replacing such definition with
the following:
"Termination Date" means the earlier of (a) subject to the
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provisions of Section 8.11, the 364th day after the date of this
Amendment and (b) the date of termination in whole of the
Commitments pursuant to Section 2.05 or 6.01.
2. Section 2.04 of the Credit Agreement is hereby amended by deleting in its
entirety the chart contained in Subsection (a) thereof and replacing such chart
with the following:
Moody's S&P Utilization Facility
------- ---
Fee Fee
----------- --------
A3 or above and A- or above 0.000% 0.050%
Baa2 or and BBB or above 0.050% 0.100%
above
Lower than above or not rated 0.150% 0.175%
3. Section 2.07 of the Credit Agreement is hereby amended by deleting in its
entirety the chart contained in Subsection (b) thereof and replacing such chart
with the following:
Moody's S&P Rate
------- --- ----
A3 or above and A- or above 0.175%
Baa2 or above and BBB or above 0.225%
Lower than above or not rated 0.375%
4. This Amendment shall become effective, as of the date below, when the
Administrative Agent shall have received counterparts of this Amendment executed
by the Borrower and all of the Lenders or, as to any of the Lenders, advice
satisfactory to the Administrative Agent that such Lender has executed this
Amendment. This Amendment is subject to the provisions of Section 8.01 of the
Credit Agreement.
5. This Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York.
6. This Amendment 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 by telecopier shall be effective as delivery of
a manually executed counterpart of this Amendment.
7. (a) On and after the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes, to
"the Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.
(b) The Credit Agreement and the Notes, as specifically amended by this
Amendment, are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender or the Administrative Agent under the Credit Agreement or
the Notes, or constitute a waiver of any provision of the Credit Agreement or
the Notes.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of March
22, 1996.
COLGATE-PALMOLIVE COMPANY
By /s/ Brian J. Heidtke
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Vice President Finance and Corporate
Treasurer
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Lenders
CITIBANK, N.A.
By /s/ Rosemary M. Bell
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Title: Attorney-in-Fact
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Timothy S. Broadbent
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Title: Vice President
ABN AMRO BANK
By /s/ Francis O. Logan
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Title: Vice President
By /s/ Thomas Rogers
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Title: Assistant Vice President
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
By /s/ David Noda
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Title: Vice President
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BANQUE NATIONALE DE PARIS
By /s/ Richard L. Sted
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Title: Senior Vice President
By /s/ Bonnie G. Eisenstat
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Title: Vice President
BANCA COMMERCIALE ITALIANA
By /s/ Charles Dougherty
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Title: Vice President
By /s/ Sarah Kim
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Title: Assistant Vice President
CHEMICAL BANK
By /s/ Scott S. Ward
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Title: Vice President
COOPERATIEVE CENTRALE AIFFEISEN-
BOERENLEENBANK (RABOBANK)
By [Commitment Assigned]
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Title:
THE BANK OF NEW YORK
By /s/ William Kerr
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Title: Vice President
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BANQUE PARIBAS
By /s/ John J. McCormick, III
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Title: Vice President
By /s/ Mary T. Finnegan
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Title: Group Vice President
THE CHASE MANHATTAN BANK
By /s/ Karen M. Sharf
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Title: Vice President
CREDIT SUISSE
By /s/ David W. Kratovil
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Title: Member of Senior Management
By /s/ Chris T. Horgan
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Title: Associate
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
By /s/ Stephan A. Wiedemann
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Title: Vice President
By /s/ Thomas A. Foley
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Title: Assistant Vice President
NATIONS BANK, N.A. (CAROLINAS)
By /s/ Scott A. Jackson
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Title: Vice President
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ROYAL BANK OF CANADA
By /s/ David A. Barsalou
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Title: Senior Manager
SOCIETE GENERALE
By /s/ Bruce Drossman
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Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Judy Mayberry
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Title: Vice President
NATIONAL WESTMINISTER BANK PLC
By /s/ Maria Amaral-LeBlanc
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Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By /s/ Thomas R. Colwell
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Title: Vice President
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ISTITUTO BANCARIO SAN PAOLO DI
TORINO SPA
By /s/ Wendell Jones
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Title: Vice President
By /s/ Robert S. Wurster
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Title: 1st. Vice President
UNION BANK OF SWITZERLAND
By /s/ Daniel H. Perron
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Title: Vice President
By /s/ Daniel R. Strickford
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Title: Assistant Vice President
$250,000,000.00 Total of the Commitments
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