EX-10.(A) 3 slp422b.txt AMENDED AND RESTATED CREDIT AGREEMENT EXHIBIT 10(a) U.S. $200,000,000 AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT Dated as of August 9, 2002 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 AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT Dated as of August 9, 2002 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, BANC 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 an Amended and Restated 364-Day Credit Agreement dated as of August 20, 2001, which amended and restated the Amended and Restated 364-Day Credit Agreement dated as of August 21, 2000, which in turn amended and restated the 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, Banc One Capital Markets Inc., as Co-Arranger, and Bank One, NA, 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. $200,000,000 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 "Lenders" and "Termination Date" set forth therein and adding the following definitions thereto: "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. "Termination Date" means the earlier of (a) August 8, 2003, 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 2 Date in effect immediately prior to the applicable Extension Date for all purposes of this Agreement. (b) Section 4.01(e) of the Existing Credit Agreement is amended by (i) deleting the date "December 31, 2000" and substituting therefor the date "December 31, 2001" and (ii) deleting the date "June 30, 2001" and substituting therefor the date "June 30, 2002". (c) 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: (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 to the Existing Credit 3 Agreement, 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. 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/ Denis J. Loverine --------------------------- Title: Corporate Treasurer 4 THE AGENT CITIBANK, N.A., as Agent By: /s/ Steven R. Victorin --------------------------- Title: Vice President INITIAL LENDERS CITIBANK, N.A. By: /s/ Steven R. Victorin --------------------------- Title: Vice President BANK ONE, NA By: /s/ Jenny A. Gilpin --------------------------- Title: Director SVENSKA HANDELSBANKEN AB (PUBL) By: /s/ Mikael Westerback --------------------------- Title: Vice President By: /s/ Illegible --------------------------- Title: SVP MIZUHO CORPORATE BANK, LTD. By: /s/ Hideki Shirato --------------------------- Title: Deputy General Manager BANK OF AMERICA, N.A. By: /s/ Kurt W. Anstaett --------------------------- Title: Managing Director BARCLAYS BANK PLC By: /s/ Nicholas Bell --------------------------- Title: Director THE NORTHERN TRUST COMPANY By: /s/ Illegible --------------------------- Title: Second Vice President 5 BANCA NAZIONALE DEL LAVORO S.P.A., NEW YORK BRANCH By: /s/ Francesco DiMario --------------------------- Title: Vice President By: /s/ Carlo Vecchi --------------------------- Title: Senior Vice President FIRSTAR BANK, N.A. By: /s/ Janell W. Stanosz --------------------------- Title: Vice President SCHEDULE I TO THE AMENDMENT AND RESTATEMENT COMMITMENTS AND APPLICABLE LENDING OFFICES
------------------------------ -------------------- ---------------------------- ---------------------------- Name of Initial Lender Commitment Domestic Lending Office Eurocurrency Lending Office ------------------------------ -------------------- ---------------------------- ---------------------------- Banca Nazionale del Lavoro $20,000,000 25 West 51st Street 25 West 51st Street S.p.A., New York Branch New York, NY 10019 New York, NY 10019 Attn: Franco DiMario Attn: Franco DiMario T: 212 314-0239 T: 212 314-0239 F: 212 765-2978 F: 212 765-2978 ------------------------------ -------------------- ---------------------------- ---------------------------- Bank of America, N.A. $17,500,000 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 $26,000,000 222 Broadway 222 Broadway New York, NY 10038 New York, NY 10038 Attn: Christina Challenger Attn: Christina Challenger T: 212 412-3701 T: 212 412-3701 F: 212 412-5308 F: 212 412-5308 ------------------------------ -------------------- ---------------------------- ---------------------------- Bank One, NA $24,000,000 1 Bank One 1 Bank One Plaza, Suite 0088 Plaza, 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 ------------------------------ -------------------- ---------------------------- ---------------------------- Citibank, N.A. $28,500,000 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. $11,000,000 777 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 ------------------------------ -------------------- ---------------------------- ---------------------------- Mizuho Corporate Bank, Ltd. $25,000,000 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 ------------------------------ -------------------- ---------------------------- ----------------------------
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------------------------------ -------------------- ---------------------------- ---------------------------- The Northern Trust Company $22,000,000 50 S. LaSalle Street 50 S. LaSalle Street Chicago, IL 60675 Chicago, IL 60675 Attn: Linda Honda Attn: Linda Honda T: 312 444-3532 T: 312 444-3532 F: 312 630-1566 F: 312 630-1566 ------------------------------ -------------------- ---------------------------- ---------------------------- Svenska Handelsbanken AB $26,000,000 153 East 53rd Street 153 East 53rd Street (publ) New York, NY 10022 New York, NY 10022 Attn: Mikael Westerback Attn: Mikael Westerback T: 212 326-5144 T: 212 326-5125 F: 212 326-2705 F: 212 326-5151 ------------------------------ -------------------- ---------------------------- ---------------------------- Total Commitment = U.S. $200,000,000