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Title: |
Credit Agreement |
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Entities: |
ABN AMRO Bank N.V.; Banc of America Securities LLC; Bank of Nova Scotia; Jacobs Engineering Group Inc.; Jacobs Engineering U.K. Ltd.; McGraw-Hill Companies Inc.; Wachovia Bank, NA; International Swaps & Derivatives Association, Inc.; Bank of America, NA; Bank of New York |
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Date: |
2003 |
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Size: |
Preview shows 56KB of 454KB total |
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Price: |
$99 |
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ID: |
#333134 |
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Start of Preview |
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CREDIT AGREEMENT
Dated as of August 22, 2003
among
JACOBS ENGINEERING GROUP INC.
and
CERTAIN SUBSIDIARIES
as Borrowers,
THE BANK OF NOVA SCOTIA,
as Canadian Facility Agent and Canadian Swing Line Lender,
WACHOVIA BANK N.A.
and
ABN AMRO BANK N.V.
as Co-Syndication Agents,
BANK OF AMERICA, N.A.,
as Administrative Agent, U.S. Swing Line Lender and L/C Issuer,
The Other L/C Issuers Party Hereto
and
The Other Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC,
as
Sole Lead Arranger and Sole Book Manager
TABLE OF CONTENTS
| Section |
Page | |||
|
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS |
1 | |||
|
1.01 |
Defined Terms. |
1 | ||
|
1.02 |
Other Interpretive Provisions. |
32 | ||
|
1.03 |
Accounting Terms. |
32 | ||
|
1.04 |
Rounding. |
33 | ||
|
1.05 |
References to Agreements and Laws. |
33 | ||
|
1.06 |
Exchange Rates; Currency Equivalents. |
33 | ||
|
1.07 |
Additional Alternative Currencies. |
33 | ||
|
1.08 |
Change of Currency. |
34 | ||
|
1.09 |
Times of Day. |
35 | ||
|
1.10 |
Letter of Credit Amounts. |
35 | ||
|
ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS |
35 | |||
|
2.01 |
Tranche 1 Loans. |
35 | ||
|
2.02 |
Canadian Prime Rate Loans; Canadian Swing Line Loans. |
37 | ||
|
2.03 |
Letters of Credit. |
42 | ||
|
2.04 |
U.S. Swing Line Loans. |
53 | ||
|
2.05 |
Bankers Acceptances. |
56 | ||
|
2.06 |
Prepayments; Termination or Reduction of Commitments. |
65 | ||
|
2.07 |
Repayment of Loans. |
68 | ||
|
2.08 |
Interest. |
68 | ||
|
2.09 |
Fees. |
69 | ||
|
2.10 |
Computation of Interest and Fees. |
70 | ||
|
2.11 |
Evidence of Debt. |
71 | ||
|
2.12 |
Payments Generally. |
72 | ||
|
2.13 |
Sharing of Payments. |
74 | ||
|
2.14 |
Designated Borrowers. |
75 | ||
|
2.15 |
Increase in Commitments. |
77 | ||
|
2.16 |
Redesignation of Commitments. |
78 | ||
|
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY |
80 | |||
|
3.01 |
Taxes. |
80 | ||
|
3.02 |
Illegality. |
82 | ||
|
3.03 |
Inability to Determine Rates. |
82 | ||
|
3.04 |
Increased Cost and Reduced Return; Capital Adequacy. |
83 | ||
|
3.05 |
Compensation for Losses. |
84 | ||
|
3.06 |
Matters Applicable to all Requests for Compensation. |
85 | ||
|
3.07 |
Survival. |
85 | ||
|
ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS |
85 | |||
|
4.01 |
Conditions of Initial Credit Extension. |
85 | ||
|
4.02 |
Conditions to all Credit Extensions. |
87 | ||
|
ARTICLE V. REPRESENTATIONS AND WARRANTIES |
88 | |||
|
5.01 |
Existence, Qualification and Power; Compliance with Laws. |
88 | ||
|
5.02 |
Authorization; No Contravention. |
88 | ||
|
5.03 |
Governmental Authorization; Other Consents. |
89 | ||
|
5.04 |
Binding Effect. |
89 | ||
TABLE OF CONTENTS (continued)
| Section |
Page | |||
|
5.05 |
Financial Statements; No Material Adverse Effect. |
89 | ||
|
5.06 |
Litigation. |
89 | ||
|
5.07 |
No Default. |
90 | ||
|
5.08 |
Ownership of Property; Liens. |
90 | ||
|
5.09 |
Environmental Compliance. |
90 | ||
|
5.10 |
Insurance. |
90 | ||
|
5.11 |
Taxes. |
90 | ||
|
5.12 |
ERISA Compliance; Foreign Plans. |
90 | ||
|
5.13 |
Subsidiaries. |
91 | ||
|
5.14 |
Margin Regulations; Investment Company Act; Public Utility Holding Company Act. |
91 | ||
|
5.15 |
Disclosure. |
92 | ||
|
5.16 |
Compliance with Laws. |
92 | ||
|
5.17 |
Tax Shelter Regulations. |
92 | ||
|
5.18 |
Intellectual Property; Licenses, Etc. |
92 | ||
|
5.19 |
Foreign Designated Borrower Representations. |
92 | ||
|
5.20 |
Companys Authority to Act. |
93 | ||
|
ARTICLE VI. AFFIRMATIVE COVENANTS |
94 | |||
|
6.01 |
Financial Statements. |
94 | ||
|
6.02 |
Certificates; Other Information. |
94 | ||
|
6.03 |
Notices. |
96 | ||
|
6.04 |
Payment of Taxes and Claims. |
96 | ||
|
6.05 |
Preservation of Existence, Etc. |
96 | ||
|
6.06 |
Maintenance of Properties. |
96 | ||
|
6.07 |
Maintenance of Insurance. |
96 | ||
|
6.08 |
Compliance with Laws. |
97 | ||
|
6.09 |
Books and Records. |
97 | ||
|
6.10 |
Inspection Rights. |
97 | ||
|
6.11 |
Use of Proceeds and Letters of Credit. |
97 | ||
|
6.12 |
Approvals and Authorizations |
97 | ||
|
6.13 |
Additional Subsidiary Guarantors. |
97 | ||
|
ARTICLE VII. NEGATIVE COVENANTS |
98 | |||
|
7.01 |
Liens. |
98 | ||
|
7.02 |
Investments. |
99 | ||
|
7.03 |
Joint Ventures. |
100 | ||
|
7.04 |
Acquisitions. |
100 | ||
|
7.05 |
Fundamental Changes. |
101 | ||
|
7.06 |
Dispositions. |
101 | ||
|
7.07 |
Change in Nature of Business. |
102 | ||
|
7.08 |
Transactions with Affiliates. |
102 | ||
|
7.09 |
Other Contractual Obligations. |
102 | ||
|
7.10 |
Use of Proceeds. |
102 | ||
|
7.11 |
Changes in Accounting. |
102 | ||
|
7.12 |
Financial Covenants. |
102 | ||
|
ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES |
103 | |||
|
8.01 |
Events of Default. |
103 | ||
|
8.02 |
Remedies Upon Event of Default. |
105 | ||
|
8.03 |
Application of Funds. |
106 | ||
ii
TABLE OF CONTENTS (continued)
Section
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