|
|
|
|
Document Preview 364-Day Credit Agreement |
|
|
|
|
|
Click "Add to Cart" button to purchase document. |
|
|
|
|
|
Title: |
364-Day Credit Agreement |
|
Entities: |
Bank One, NA; Citibank, NA; Citicorp USA, Inc.; Goodrich Corp.; JPMorgan Chase Bank; McGraw-Hill Companies Inc.; National City Bank; Salomon Smith Barney Inc.; Stepan Co.; Wachovia Bank, NA; Bank of America, NA; Bank of New York; Jones, Day, Reavis & Pogue; Shearman & Sterling |
|
Date: |
2002 |
|
Size: |
Preview shows 11KB of 342KB total |
|
Price: |
$99 |
|
ID: |
#420681 |
|
|
|
|
|
|
|
Start of Preview |
|
364-DAY CREDIT AGREEMENT
Dated as of September 16, 2002
Among
GOODRICH CORPORATION
as Company
and
THE INITIAL LENDERS NAMED HEREIN
as Lenders
and
CITIBANK, N.A.
as Agent
and
SALOMON SMITH BARNEY INC.
as Lead Arranger and Book Manager
{PAGE}
TABLE OF CONTENTS
ARTICLE I
SECTION 1.01. Certain Defined Terms 1
SECTION 1.02. Computation of Time Periods 15
SECTION 1.03. Accounting Terms 15
ARTICLE II
SECTION 2.01. The Revolving Credit Advances 15
SECTION 2.02. Making the Revolving Credit Advances 15
SECTION 2.03. The Competitive Bid Advances 16
SECTION 2.04. Fees 20
SECTION 2.05. Termination or Reduction of the Commitments 20
SECTION 2.06. Repayment of Revolving Credit Advances 20
SECTION 2.07. Interest on Revolving Credit Advances 20
SECTION 2.08. Interest Rate Determination 21
SECTION 2.09. Optional Conversion of Revolving Credit Advances 22
SECTION 2.10. Prepayments of Revolving Credit Advances 23
SECTION 2.11. Increased Costs; Reserve Percentages 23
SECTION 2.12. Illegality 24
SECTION 2.13. Payments and Computations 25
SECTION 2.14. Taxes 26
SECTION 2.15. Sharing of Payments, Etc. 28
SECTION 2.16. Evidence of Debt 28
SECTION 2.17. Use of Proceeds 28
SECTION 2.18. Extension of Termination Date 28
SECTION 2.19. Increase in the Aggregate Commitments 30
ii
{PAGE}
ARTICLE III
SECTION 3.01. Conditions Precedent to Effectiveness of
Sections 2.01 and 2.03 31
SECTION 3.02. Conditions Precedent to Initial Borrowing of
Each Designated Subsidiary 32
SECTION 3.03. Conditions Precedent to Each Revolving Credit
Borrowing, Extension Date and Commitment Increase 33
SECTION 3.04. Conditions Precedent to Each Competitive
Bid Borrowing 33
SECTION 3.05. Determinations Under Section 3.01 34
ARTICLE IV
SECTION 4.01. Representations and Warranties of the Company 34
ARTICLE V
SECTION 5.01. Covenants 36
ARTICLE VI
SECTION 6.01. Events of Default 41
ARTICLE VII 43
SECTION 7.01. Guaranty; Limitation of Liability 43
SECTION 7.02. Guaranty Absolute 43
SECTION 7.03. Waivers and Acknowledgments 44
SECTION 7.04. Subrogation 45
SECTION 7.05. Continuing Guaranty; Assignments 45
ARTICLE VIII
SECTION 8.01. Authorization and Action 45
SECTION 8.02. Agent's Reliance, Etc. 46
SECTION 8.03. Citibank and Affiliates 46
SECTION 8.04. Lender Credit Decision 46
SECTION 8.05. Indemnification 46
SECTION 8.06. Successor Agent 47
iii
{PAGE}
SECTION 8.07. Sub-Agent 47
SECTION 8.08. Other Agents. 47
ARTICLE IX
SECTION 9.01. Amendments, Etc. 47
SECTION 9.02. Notices, Etc. 47
SECTION 9.03. No Waiver; Remedies 48
SECTION 9.04. Costs and Expenses 48
SECTION 9.05. Binding Effect 49
SECTION 9.06. Assignments, Designations and Participations 49
SECTION 9.07. Confidentiality 52
SECTION 9.08. Governing Law 52
SECTION 9.09. Execution in Counterparts 52
SECTION 9.10. Judgment 52
SECTION 9.11. Jurisdiction, Etc. 53
SECTION 9.12. Designated Subsidiaries 53
SECTION 9.13. Waiver of Jury Trial 55
iv
{PAGE}
Schedules
---------
Schedule I - List of Applicable Lending Offices
Exhibits
--------
Exhibit A-1 - Form of Revolving Credit Note
Exhibit A-2 - Form of Competitive Bid Note
Exhibit B-1 - Form of Notice of Revolving Credit Borrowing
Exhibit B-2 - Form of Notice of Competitive Bid Borrowing
Exhibit C - Form of Assignment and Acceptance
Exhibit D - Form of Designation Agreement
Exhibit E - Form of Designation Letter
Exhibit F-1 - Form of Opinion of General Counsel for the Company
Exhibit F-2 - Form of Opinion of Jones, Day, Reavis & Pogue
v
{PAGE}
364-DAY CREDIT AGREEMENT
Dated as of September 16, 2002
GOODRICH CORPORATION, a New York corporation (the "Company"),
the banks, financial institutions and other institutional lenders (the "Initial
Lenders") and CITIBANK, N.A. ("Citibank"), as agent (the "Agent") for the
Lenders (as hereinafter defined), agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms. As used in this 364-Day
Credit Agreement (as the same may from time to time be amended, restated or
otherwise modified, the "Agreement"), the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):
"Advance" means a Revolving Credit Advance or a Competitive
Bid Advance.
"Affiliate" means, as to any Person, any other Person that,
directly or indirectly, controls, is controlled by or is under common
control with such Person or is a director or officer of such Person.
For purposes of this definition, the term "control" (including the
terms "controlling", "controlled by" and "under common control with")
of a Person means the possession, direct or indirect, of the power to
vote 10% or more of the Voting Stock of such Person or to direct or
cause the direction of the management and policies of such Person,
whether through the ownership of Voting Stock, by contract or
otherwise.
"Agent's Account" means (a) in the case of Advances
denominated in Dollars, the account of the Agent maintained by the
Agent at Citibank at its office at 388 Greenwich Street, New York, New
York 10013, Account No. 36852248, Attention: Bank Loan Syndications,
(b) in the case of Advances denominated in any Foreign Currency, the
account of the Sub-Agent designated in writing from time to time by the
Agent to the Company and the Lenders for such purpose and (c) in any
such case, such other account of the Agent as is designated in writing
from time to time by the Agent to the Company and the Lenders for such
purpose.
"Agreement" has the meaning specified in the first sentence of
this Section 1.01.
"Applicable Lending Office" means, with respect to each
Lender, such Lender's Domestic Lending Office in the case of a Base
Rate Advance and such Lender's Eurocurrency Lending Office in the case
of a Eurocurrency Rate Advance and, in the case of a Competitive Bid
Advance, the office of such Lender notified by such Lender to the Agent
as its Applicable Lending Office with respect to such Competitive Bid
Advance.
"Applicable Margin" means (a) for Eurocurrency Rate Advances,
as of any date, a percentage per annum determined by reference to the
Public Debt Rating and Leverage Ratio in effect on such date as set
forth below:
|
End of Preview |
Home Intelligence Services Subscriptions News About Us