EXHIBIT 10-C
AMENDMENT No. 2 (this "Amendment") to the U.S. $900,000,000 Five Year
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,
as amended (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 5.02(d) of the Credit Agreement is hereby amended by deleting the
reference therein to "March 24, 1996" and replacing such date with "April 1,
1997".
2. 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 the Required Lenders or, as to any of the Required 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.
3. This Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York.
4. 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.
5. (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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of March
23, 1996.
COLGATE-PALMOLIVE COMPANY
By /s/ Brian J. Heidtke
--------------------
Vice President Finance and Corporate
Treasurer
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Lenders
CITIBANK, N.A.
By /s/ Michel R. R. Pendill
-------------------------
Title: Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Laura E. Reim
------------------
Title: Vice President
ABN AMRO BANK
By /s/ Francis O. Logan
---------------------
Title: Vice President
By /s/ John F. Lacey
------------------
Title: Senior Vice President
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
By /s/ William L. Hess
--------------------
Title: Managing Director
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BANQUE NATIONALE DE PARIS
By /s/ Richard L. Sted
--------------------
Title: Senior Vice President
By /s/ Bonnie G. Eisenstat
------------------------
Title: Vice President
BANCA COMMERCIALE ITALIANA
By /s/ Charles Dougherty
-----------------------
Title: Vice President
By /s/ Sarah Kim
---------------
Title: Assistant Vice President
CHEMICAL BANK
By /s/ Carol A. Ulmer
-------------------
Title: Vice President
COOPERATIEVE CENTRALE AIFFEISEN-
BOERENLEENBANK (RABOBANK)
By [Commitment Assigned]
----------------------
Title:
THE BANK OF NEW YORK
By /s/ William Kerr
-----------------
Title: Vice President
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BANQUE PARIBAS
By /s/ Mary T. Finnegan
---------------------
Title: Group Vice President
By /s/ John J. McCormick, III
---------------------------
Title: Vice President
THE CHASE MANHATTAN BANK
By /s/ Carol A. Ulmer
-------------------
Title: Vice President
CREDIT SUISSE
By /s/ David W. Kratovil
----------------------
Title: Member of Senior Management
By /s/ Robert B. Potter
---------------------
Title: Member of Senior Management
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
By /s/ Stephan A. Wiedemann
-------------------------
Title: Vice President
By /s/ Thomas A. Foley
--------------------
Title: Assistant Vice President
NATIONS BANK, N.A.
By /s/ Scott A. Jackson
---------------------
Title: Vice President
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ROYAL BANK OF CANADA
By /s/ David A. Barsalou
----------------------
Title: Senior Manager
SOCIETE GENERALE
By /s/ Bruce Drossman
-------------------
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Judy Mayberry
------------------
Title: Vice President
NATIONAL WESTMINISTER BANK PLC
By /s/ Maria Amaral-LeBlanc
-------------------------
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By /s/ Mark Williams
------------------
Title: Vice President
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ISTITUTO BANCARIO SAN PAOLO DI
TORINO SPA
By /s/ Wendell Jones
------------------
Title: Vice President
UNION BANK OF SWITZERLAND
By /s/ Daniel R. Strickford
-------------------------
Title: Assistant Vice President
By /s/ David G. Dickinson, Jr.
----------------------------
Title: Assistant Treasurer
$750,000,000.00 Total of the Commitments
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