EX-10.V 8 0008.txt AMENDED AND RESTATED CREDIT AGREEMENT 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 ==============