Exhibit 10v
[CONFORMED COPY]
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 17, 2000 among
THE GILLETTE COMPANY (the "Borrower"), the BANKS listed on the signature pages
hereof (the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent
(the "Agent").
W I T N E S S E T H
WHEREAS, the parties hereto have heretofore entered into a 364-Day Credit
Agreement dated as of December 20, 1996, amendments and restatements thereof
dated as of October 20, 1997, October 19, 1998, and October 18, 1999 and the
supplement thereof dated as of March 24, 2000 (the "Agreement");
WHEREAS, at the date hereof, there are no Loans outstanding under the
Agreement; and
WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein and to restate the Agreement in its entirety to read as set forth in the
Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each capitalized term used herein which is defined in the Agreement
shall have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended and restated hereby.
SECTION 2. Amendment of the Agreement.
(a) The following definition in Section 1.01 is amended to read as
follows:
"Termination Date" means October 16, 2001, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.
(b) The definition of "Refunding Borrowing" in Section .01 is deleted.
(c) Section 3.02(d) is amended to read as follows:
(d) the fact that the representations and warranties of the Company
and the Borrower (if other than the Company) contained in this Agreement
(except for the representations and warranties set forth in Sections 4.05
and 4.07 as to any matter which has theretofore been disclosed in writing
by the Company to the Banks) shall be true in all material respects on and
as of the date of such Borrowing.
(d) Section 5.01 is amended to insert the following paragraph immediately
after Section 5.01(j):
Information required to be delivered pursuant to clauses 5.01(a),
5.01(b), 5.01(f) or 5.01(g) above shall be deemed to have been
delivered on the date on which the Company provides notice to the
Banks that such information has been filed with the Securities and
Exchange Commission and is available at www.sec.gov. Such notice may
be included in a certificate delivered pursuant to clause 5.O1(c);
provided that the Company shall deliver paper copies of the
information referred to in clauses 5.01(a), 5.01(b), 5.01(f) or
5.O1(g) to any Bank which specifically requests such delivery.
SECTION 3. Updated Representations.
(a) Each reference to "1998" in the definition of "Company's 1998 Form
10-K" in Section 4.04(a) and in Section 4.07 is changed to "1999".
(b) Each reference to "1999" in the definition of "Company's Latest Form
10-Q" in Section 4.04(b) and in Section 4.05 is changed to "2000".
SECTION 4. Change in Commitments. With effect from and including the date
this Amendment and Restatement becomes effective in accordance with Section 8
hereof, the Commitment of each Bank shall be the amount set forth opposite the
name of such Bank on the attached Commitment Schedule, which shall replace the
existing Commitment Schedule. Any Bank whose Commitment is changed to zero shall
upon such effectiveness cease to be a Bank party to the Agreement, and all
accrued fees and other amounts payable under the Agreement for the account of
such Bank shall be due and payable on such date; provided that the provisions of
Sections 8.03 and 11.03 of the Agreement shall continue to inure to the benefit
of each such Bank.
2
SECTION 5. Representations and Warranties. The Borrower hereby represents
and warrants that as of the date hereof and after giving effect hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth in the
Agreement after giving effect to this Amendment and Restatement is true and
correct as though made on and as of such date.
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.
SECTION 7. Counterparts; Effectiveness. This Amendment and Restatement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment and Restatement shall become effective as of the date
hereof when each of the following conditions shall have been satisfied:
(i) receipt by the Administrative Agent of duly executed
counterparts hereof signed by each of the parties hereto (or, in the case
of any party as to which an executed counterpart shall not have been
received, the Agent shall have received telegraphic, telex or other
written confirmation from such party of execution of a counterpart hereof
by such party);
(ii) receipt by the Administrative Agent of an opinion of such
counsel for the Borrower as may be acceptable to the Administrative Agent,
substantially to the effect of Exhibit E to the Agreement with reference
to this Amendment and Restatement and the Agreement as amended and
restated hereby; and
(iii) receipt by the Administrative Agent of all documents it may
reasonably request relating to the existence of the Borrower, the
corporate authority for and the validity of the Agreement as amended and
restated hereby, and any other matters relevant hereto, all in form and
substance satisfactory to the Administrative Agent;
provided that this Amendment and Restatement shall not become effective or
binding on any party hereto unless all of the foregoing conditions are satisfied
not later than the date hereof. The Administrative Agent shall promptly notify
the Borrower and the Banks of the effectiveness of this Amendment and
Restatement, and such notice shall be conclusive and binding on all parties
hereto.
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Restatement to be duly executed by their respective authorized officers as of
the day and year first above written.
THE GILLETTE COMPANY
By: /s/ Gian Camuzzi
------------------------------------
Title: Vice President - Treasurer
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Robert Bottamedi
------------------------------------
Title: Vice President
ABN AMRO BANK N.V.
By: /s/ Tracie Elliot
------------------------------------
Title: Vice President
By: /s/ Cameron D. Gateman
------------------------------------
Title: Group Vice President
BANK OF AMERICA, N.A.
By: /s/ Lisa B. Choi
------------------------------------
Title: Vice President
BANK ONE, NA (MAIN OFFICE
CHICAGO)
By: /s/ Mahua G. Thakurta
------------------------------------
Title: Commercial Banking Officer
BANCA COMMERCIALE ITALIANA,
NEW YORK BRANCH
By: /s/ Frank Maffei
------------------------------------
Title: Authorized Signature
By: /s/ John Michalisin
------------------------------------
Title: First Vice President
CITIBANK, N.A.
By: /s/ John S. Hutchins
------------------------------------
Title: Managing Director
CREDIT SUISSE FIRST BOSTON
By: /s/ David W. Kratovil
------------------------------------
Title: Director
By: /s/ David L. Sawyer
------------------------------------
Title: Vice President
DEUTSCHE BANK AG NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By: /s/ Alexander Karow
------------------------------------
Title: Vice President
By: /s/ Sheryl L. Paynter
------------------------------------
Title: Vice President
FLEET NATIONAL BANK
(formerly BankBoston, N.A.)
By: /s/ Deborah A. Dobbins
------------------------------------
Title: Vice President
BANCO SANTANDER CENTRAL HISPANO, S.A.
By: /s/ Dom J. Radriguez
------------------------------------
Title: Vice President
By: /s/ Robert E. Schlegel
------------------------------------
Title: Vice President
MELLON BANK, N.A.
By: /s/ Janet R. Twomey
------------------------------------
Title: Vice President
MERRILL LYNCH BANK USA
By: /s/ Raymond J. Dardano
------------------------------------
Title: Senior Credit Officer
SOCIETE GENERALE
By: /s/ Jay Sands
------------------------------------
Title: Managing Director
STATE STREET BANK AND TRUST
COMPANY
By: /s/ Grace A. Barnett
------------------------------------
Title: Vice President
BNP PARIBAS (formerly Paribas)
By: /s/ Rebecca Marlowe
------------------------------------
Title: Senior Credit Officer
By: /s/ Carol Simon
------------------------------------
Title: Chief Credit Officer
FORTIS (USA) FINANCE L.L.C.
By: /s/ Eddie Matthews
------------------------------------
Title: Senior Vice President
By: /s/ Joseph A. Franzese
------------------------------------
Title: Senior Vice President
& Controller
ROYAL BANK OF CANADA
By: /s/ D. S. Bryson
------------------------------------
Title: Senior Manager
WACHOVIA BANK, N.A.
By: /s/ J. Calvin Ratcliff, Jr.
------------------------------------
Title: Senior Vice President
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Agent
By: /s/ Robert Bottamedi
------------------------------------
Title: Vice President
COMMITTMENT SCHEDULE
Bank Commitment
- --------------------------------------------------------------------------------
Morgan Guaranty Trust Company of New York $150,000,000
ABN AMRO Bank N.V. $125,000,000
Bank of America, N.A. $125,000,000
Bank One, NA (Main Office Chicago) $125,000,000
Banca Commerciale Italiana, New York Branch $125,000,000
Citibank, N.A. $125,000,000
Credit Suisse First Boston $125,000,000
Deutsche Bank AG New York Branch and/or $125,000,000
Cayman Islands Branch
Fleet National Bank (formerly BankBoston, N.A.) $125,000,000
Banco Santander Central Hispano, S.A. $50,000,000
Mellon Bank, N.A. $50,000,000
Merrill Lynch Bank USA $50,000,000
Societe Generale $50,000,000
State Street Bank and Trust Company $50,000,000
BNP Paribas (formerly Paribas) $0
Fortis (USA) Finance L.L.C. $0
Royal Bank of Canada $0
Wachovia Bank, N.A. $0
Total $1,400,000,000
- ----- --------------
[CONFORMED COPY]
SUPPLEMENT TO CREDIT AGREEMENT
SUPPLEMENT TO CREDIT AGREEMENT dated as of March 24, 2000 among THE
GILLETTE COMPANY (the "Borrower"), the BANKS listed on the signature pages
hereof (the "Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent
(the "Agent").
WITNESSETH
WHEREAS, the parties hereto have heretofore entered into a 364-Day Credit
Agreement dated as of December 20, 1996 and amendments and restatements thereof
dated as of October 20, 1997, October 19, 1998 and October 18, 1999 (the
"Agreement");
WHEREAS, at the date hereof, there are no Loans outstanding under the
Agreement;
WHEREAS, pursuant to Section 2.19 of the Agreement Borrower has proposed
to increase the aggregate amount of the Commitments to $2,335,000,000 and the
parties hereto have agreed to such increase on the terms and conditions provided
herein; and
WHEREAS, the parties hereto desire to supplement the Agreement as set
forth herein to reflect the foregoing increase in Commitments;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each capitalized term used herein which is defined in the Agreement
shall have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as supplemented hereby.
SECTION 2. Increased Commitments. With effect from and including the date
this Supplement becomes effective in accordance with Section 5 hereof, the
Commitment of each Bank shall be the amount set forth opposite the name of
such Bank on the attached Commitment Schedule, which shall replace the existing
Commitment Schedule.
SECTION 3. Representations and Warranties. The Borrower hereby represents
and warrants that as of the date hereof and after giving effect hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth in the
Agreement after giving effect to this Supplement is true and correct as though
made on and as of such date.
SECTION 4. Governing Law. This Supplement shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. Counterparts; Effectiveness. This Supplement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Supplement shall become effective as of the date hereof when each of the
following conditions shall have been satisfied:
(i) receipt by the Administrative Agent of duly executed
counterparts hereof signed by the Borrower and by each Bank whose
Commitment is increased hereby (or, in the case of any party as to which
an executed counterpart shall not have been received, the Agent shall have
received telegraphic, telex or other written confirmation from such party
of execution of a counterpart hereof by such party);
(ii) receipt by the Administrative Agent of an opinion of such
counsel for the Borrower as may be acceptable to the Administrative Agent,
substantially to the effect of Exhibit E to the Agreement with reference
to this Supplement and the Agreement as supplemented hereby; and
(iii) receipt by the Administrative Agent of all documents it may
reasonably request relating to the existence of the Borrower, the
corporate authority for and the validity of the Agreement as supplemented
hereby, and any other matters relevant hereto, all in form and substance
satisfactory to the Administrative Agent;
provided that this Supplement shall not become effective or binding on any party
hereto unless all of the foregoing conditions are satisfied not later than the
date hereof. The Administrative Agent shall promptly notify the Borrower and the
2
Banks of the effectiveness of this Supplement, and such notice shall be
conclusive and binding on all parties hereto.
3
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed by their respective authorized officers as of the day and year
first above written.
THE GILLETTE COMPANY
By: /s/ Gian Camuzzi
----------------
Title: Vice President - Treasurer
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Robert Bottamedi
--------------------
Title: Vice President
BANK ONE, NA (MAIN OFFICE
CHICAGO)
By: /s/ Jeffrey Lubatkin
--------------------
Title: Vice President
ABN AMRO BANK N. V.
By: /s/ James E. Davis
------------------
Title: Group Vice President
By: /s/ Ildiko E. Juhasz
--------------------
Title: Assistant Vice President
BANK OF AMERICA, N.A.
By: /s/ Lisa B. Choi
----------------
Title: Vice President
CITIBANK, N.A.
By: /s/ Robert M. Spence
--------------------
Title: Managing Director
BANCA COMMERCIALE ITALIANA,
NEW YORK BRANCH
By: /s/ John Michalisin
-------------------
Title: First Vice President
By: /s/ Charles Dougherty
---------------------
Title: Vice President
DEUTSCHE BANK AG
NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH
By: /s/ Alexander Karow
-------------------
Title: Assistant Vice President
By: /s/ David Wagstaff IV
---------------------
Title: Director
MELLON BANK, N.A.
By: /s/ R. Jane Westrich
--------------------
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ B. Brantley Echols
----------------------
Title: Senior Vice President
FORTIS (USA) FINANCE L.L.C.
By: /s/ Eddie Matthews
------------------
Title: Senior Vice President
By: /s/ Robert Fakhoury
-------------------
Title: Treasurer
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Agent
By: /s/ Robert Bottamedi
--------------------
Title: Vice President
COMMITMENT SCHEDULE
Bank Commitment
- --------------------------------------------------------------------------------
Morgan Guaranty Trust Company of New York $262,500,000
Bank One, NA (Main Office Chicago) $250,000,000
Bank of America, N.A. $200,000,000
Citibank, N.A. $200,000,000
ABN AMRO Bank N.V. $200,000,000
Credit Suisse First Boston $200,000,000
BankBoston, N.A. $160,000,000
Banca Commerciale Italiana, $125,000,000
New York Branch
Deutsche Bank AG $125,000,000
New York Branch and/or
Cayman Islands Branch
Wachovia Bank, N.A. $125,000,000
Mellon Bank, N.A. $125,000,000
Royal Bank of Canada $100,000,000
Fortis (USA) Finance L.L.C. $62,500,000
Societe Generale $50,000,000
Banco Santander Central $50,000,000
Hispano, S.A.
State Street Bank and Trust Company $50,000,000
Paribas $50,000,000
-----------
Total $2,335,000,000
==============