Disclosed Litigation. On July 23, 2004, the Borrower filed an 8-K with the SEC regarding an agreement it has reached with the U.S. Department of Justice to resolve the government audit, previously discussed in the Borrower’s 2003 Annual Report and Form 10-K, relating to two contracts with the U.S. General Services Administration (GSA). The Borrower has agreed to settle the claims over the interpretation and application of the price reduction and billing provisions of these contracts for sales from March 1996 through the settlement date for $10 million. As a result, the Borrower will incur a pretax charge of $3.6 million, or $0.04 per diluted share, in its second quarter for costs not previously accrued. This charge was not contemplated in the Borrower’s full-year 2004 earnings outlook. As noted in the Borrower’s 2003 Annual Report and Form 10-K, the Borrower has government contracts with federal departments and agencies, two of which were under audit by the GSA. The two contracts involve sales from March 1996 through February 2001, and sales since February 2001. The primary focus of these audits concerned the interpretation and application of the price reduction provisions. On March 2, 2004, the government provided the Borrower with a claim estimate of approximately $12 million relating to the audited contract periods from July 1997 through May 2002. Additional amounts could have been claimed by the government for contract periods not covered by these audits. The settlement releases the Borrower from civil claims and penalties under the price reduction and billing provisions of the contracts for the full contract periods through the settlement date. The settlement does not preclude the government from pursuing any administrative remedies that it would have as a normal right to pursue under any contract. The Borrower cooperated with the audit and investigation and agreed to the settlement in order to resolve these matters and avoid protracted litigation. Throughout the audit resolution period, the Borrower has continued to sell to the government, and the Borrower believes that it has maintained good customer relationships with the GSA. The Borrower intends to negotiate with the GSA new or amended contract terms in an effort to avoid similar matters. U.S.$_______________ Dated: _______________, 200_ FOR VALUE RECEIVED, the undersigned, SNAP-ON INCORPORATED, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of _________________________ (the “Lender”) for the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances made by the Lender to the Borrower pursuant to the Five Year Credit Agreement dated as of July 27, 2004 among the Borrower, the Lender and certain other lenders parties thereto, Citigroup Global Markets Inc., as Sole Lead Arranger and Book Manager, and Citibank, N.A. as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on such date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest in respect of each Revolving Credit Advance (i) in Dollars are payable in lawful money of the United States of America to the Agent at its account maintained at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in same day funds and (ii) in any Committed Currency are payable in such currency at the applicable Payment Office in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory Note, (ii) contains provisions for determining the Dollar Equivalent of Revolving Credit Advances denominated in Committed Currencies and (iii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. SNAP-ON INCORPORATED By ______________________________ Title: U.S.$_______________ Dated: _______________, 200_ FOR VALUE RECEIVED, the undersigned, SNAP-ON INCORPORATED, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of _________________________ (the “Lender”) for the account of its Applicable Lending Office (as defined in the Amended and Restated 364-Day Credit Agreement dated as of July 27, 2004 among the Borrower, the Lender and certain other lenders parties thereto, Citigroup Global Markets Inc., as Sole Lead Arranger and Book Manager, and Citibank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined)), on _______________, 200_, the principal amount of [U.S.$_______________] [for a Competitive Bid Advance in a Foreign Currency, list currency and amount of such Advance]. The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below: Interest Rate: _____% per annum (calculated on the basis of a year of _____ days for the actual number of days elapsed). Both principal and interest are payable in lawful money of ________________ to Citibank, as agent, for the account of the Lender at the office of _________________________, at _________________________ in same day funds. This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. SNAP-ON INCORPORATED By ______________________________ Title: Citibank, N.A., as Agent for the Lenders parties to the Credit Agreement referred to below ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Bank Loan Syndications Department Ladies and Gentlemen: The undersigned, SNAP-ON INCORPORATED, refers to the Five Year Credit Agreement, dated as of July 27, 2004 (as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto, Citigroup Global Markets Inc., as Sole Lead Arranger and Book Manager, and Citibank, N.A., as Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Revolving Credit Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Revolving Credit Borrowing (the “Proposed Revolving Credit Borrowing”) as required by Section 2.02(a) of the Credit Agreement:
Appears in 1 contract
Sources: Credit Agreement (Snap on Inc)
Disclosed Litigation. On July 23, 2004As a matter of course, the Borrower filed Company is regularly audited by the Internal Revenue Service (IRS). The IRS has completed its examination of the Company’s federal income tax returns for 1996 through 2003 and has proposed an assessment that challenges the Company’s tax deductions for compensation in connection with expatriate executives. For these periods, the tax in connection with the challenged deductions is $103. Estimated incremental taxes related to the potential disallowances for subsequent periods could be an additional $8. While the Company believes that its tax position complies with applicable tax law and intends to defend its position, potential settlement discussions are underway as part of an administrative appeal process with the IRS with respect to this issue. It is the opinion of management that the ultimate disposition of this and other tax matters, to the extent not previously provided for, will not have a material impact on the financial position, results of operations or ongoing cash flows of the Company. In 1995, the Company acquired the Kolynos oral care business from Wyeth (formerly American Home Products) (the Seller), as described in the Company’s Form 8-K dated January 10, 1995. On September 8, 1998, the Company’s Brazilian subsidiary received notice of an administrative proceeding from the Central Bank of Brazil primarily taking issue with certain foreign exchange filings made with the SEC regarding an agreement it has reached Central Bank in connection with the U.S. Department financing of Justice this strategic transaction, but in no way challenging or seeking to resolve unwind the government auditacquisition. The Central Bank of Brazil in January 2001 notified the Company of its decision in this administrative proceeding to impose a fine, previously discussed which, at the current exchange rate, approximates $110. The Company has appealed the decision to the Brazilian Monetary System Appeals Council (the Council), resulting in the Borrowersuspension of the fine pending the decision of the Council. If the fine is affirmed, interest and penalties will also be assessed. Further appeals are available within the Brazilian federal courts. Although there can be no assurances, management believes, based on the opinion of its Brazilian legal counsel and other experts, that the filings challenged by the Central Bank fully complied with Brazilian law and that the Company should either prevail on appeal (at the Council level or if necessary in Brazilian federal court) or succeed in having the fine reduced significantly. The Company intends to challenge this proceeding vigorously. In addition, the Brazilian internal revenue authority has disallowed interest deductions and foreign exchange losses taken by the Company’s 2003 Annual Report and Form 10-K, relating to two contracts Brazilian subsidiary for certain years in connection with the U.S. General Services Administration (GSA)financing of the Kolynos acquisition. The Borrower tax assessments with interest, at the current exchange rate, approximate $90. The Company has agreed been disputing the disallowances by appealing the assessments within the internal revenue authority’s appellate process, with the following results to settle date: • In June 2005, the claims over First Board of Taxpayers ruled in the interpretation Company’s favor and application allowed all of the price reduction and billing provisions of these contracts previously claimed deductions for sales from March 1996 through 1998, which represent more than half of the settlement date for $10 milliontotal exposure. As a resultIt is possible the tax authorities will appeal this decision. • For the remaining exposure related to subsequent years, the Borrower will incur a pretax charge of $3.6 million, or $0.04 per diluted share, in its second quarter for costs not previously accrued. This charge was not contemplated in the Borrower’s full-year 2004 earnings outlook. As noted in the Borrower’s 2003 Annual Report and Form 10-K, the Borrower has government contracts with federal departments and agencies, two of which were under audit by the GSA. The two contracts involve sales from March 1996 through February 2001, and sales since February 2001. The primary focus of these audits concerned the interpretation and application of the price reduction provisions. On March 2, 2004, the government provided the Borrower with a claim estimate of approximately $12 million relating to the audited contract periods from July 1997 through May 2002. Additional amounts could have been claimed by the government for contract periods not covered by these audits. The settlement releases the Borrower from civil claims and penalties under the price reduction and billing provisions of the contracts for the full contract periods through the settlement date. The settlement does not preclude the government from pursuing any administrative remedies that it would have as a normal right to pursue under any contract. The Borrower cooperated with the audit and investigation and agreed to the settlement in order to resolve these matters and avoid protracted litigation. Throughout the audit resolution period, the Borrower has continued to sell to the governmentassessment is still outstanding, and the Borrower believes Company is also appealing this assessment to the First Board of Taxpayers. In the event of an adverse decision within the internal revenue authority’s appellate process, further appeals are available within the Brazilian federal courts. Although there can be no assurances, management believes, based on the opinion of its Brazilian legal counsel and other experts, that it has maintained good customer relationships the disallowances are without merit and that the Company should prevail on appeal before the First Board of Taxpayers or if necessary in the Brazilian federal courts. The Company intends to challenge these assessments vigorously. In addition, Brazilian prosecutors reviewed the foregoing transactions as part of an overall examination of all international transfers of reais through non-resident current accounts during the 1992 to 1998 time frame, a review which the Company understands involved hundreds and possibly thousands of other individuals and companies unrelated to the Company. At the request of these prosecutors, in February 2004, a federal judge agreed to authorize criminal charges against certain current and former officers of the Company’s Brazilian subsidiary based on the same allegations made in the Central Bank and tax proceedings discussed above. Management believes, based on the opinion of its Brazilian legal counsel, that these officers behaved in all respects properly and in accordance with law in connection with the GSAfinancing of the Kolynos acquisition. Management intends to support and defend these officers vigorously. In 2002, the Brazilian Federal Public Attorney filed a civil action against the federal government of Brazil, Laboratorios Wyeth-Whitehall Ltda., the Brazilian subsidiary of the Seller, and the Company, as represented by its Brazilian subsidiary, seeking to annul an April 2000 decision by the Brazilian Board of Tax Appeals that found in favor of the Seller’s subsidiary on the issue of whether it had incurred taxable capital gains as a result of the divestiture of Kolynos. The Borrower action seeks to make the Company’s Brazilian subsidiary jointly and severally liable for any tax due from the Seller’s subsidiary. Although there can be no assurances, management believes, based on the opinion of its Brazilian legal counsel, that the Company should ultimately prevail in this action. The Company intends to negotiate with the GSA new or amended contract terms in an effort to avoid similar matterschallenge this action vigorously. U.S.$_______________ U.S.$ Dated: _______________, 200_ 20 FOR VALUE RECEIVED, the undersigned, SNAPCOLGATE-ON INCORPORATEDPALMOLIVE COMPANY, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of _________________________ (the “Lender”) for the account of its Applicable Lending Office on the Termination Date (each as defined in the Five Year Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate principal amount of each Advance (as defined in the Revolving Five Year Credit Advances made by Agreement referred to below) on the Termination Date (as defined in the Five Year Credit Agreement referred to below) owing to the Lender to by the Borrower pursuant to the Five Year Credit Agreement dated as of July 27November 3, 2004 2005 among the Borrower, the Lender and certain other lenders parties thereto, Citigroup Global Markets Inc., as Sole Lead Arranger and Book Manager, thereto and Citibank, N.A. N.A., as Administrative Agent for the Lender and such other lenders lenders, (as amended or modified from time to time, the “Five Year Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on such datethe Termination Date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit A Advance from the date of such Revolving Credit A Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Five Year Credit Agreement. Both principal and interest in respect of each Revolving Credit Advance (i) in Dollars are payable in lawful money of the United States of America to the Agent Citibank, N.A. as Administrative Agent, at its account maintained offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in same day funds and (ii) in any Committed Currency are payable in such currency at the applicable Payment Office in same day immediately available funds. Each Revolving Credit A Advance owing to the Lender by the Borrower pursuant to the Five Year Credit Agreement, the date on which it is due, the interest rate thereon and all payments prepayments made on account of principal thereof, thereof shall be recorded by the Lender andon its books, prior to and for each A Advance outstanding at the time of any transfer hereof, the same information shall be endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Revolving Credit A Notes referred to in, and is entitled to the benefits of, the Five Year Credit Agreement. The Five Year Credit Agreement, among other things, (i) provides for the making of Revolving Credit A Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit A Advance being evidenced by this Promissory Note, and (ii) contains provisions for determining the Dollar Equivalent of Revolving Credit Advances denominated in Committed Currencies and (iii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events events. The Borrower hereby waives presentment, demand, protest and also for prepayments notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on account the part of principal the holder hereof prior to shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the maturity hereof upon laws of the terms and conditions therein specifiedState of New York. SNAPCOLGATE-ON INCORPORATED PALMOLIVE COMPANY By ______________________________ Title: U.S.$_______________ U.S.$ Dated: _______________, 200_ 20 FOR VALUE RECEIVED, the undersigned, SNAPCOLGATE-ON INCORPORATEDPALMOLIVE COMPANY, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of _________________________ (the “Lender”) for the account of its Applicable Lending Office (as defined in the Amended and Restated 364-Day Five Year Credit Agreement dated as of July 27, 2004 among the Borrower, the Lender and certain other lenders parties thereto, Citigroup Global Markets Inc., as Sole Lead Arranger and Book Manager, and Citibank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time referred to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined)below), on _______________, 200_20 , the principal amount of [U.S.$_______________] [for a Competitive Bid Advance in a Foreign Currency, list currency and amount of such Advance]Dollars (U.S.$ ). The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below: Interest Rate: _____% per annum (calculated on the basis of a year of _____ 360 days for the actual number of days elapsed). Interest Payment Date or Dates: Both principal and interest are payable in lawful money of ________________ the United States of America to Citibank, as agent, for the account of the Lender at the its office of _________________________at , at _________________________ in same day immediately available funds. This Promissory Note is one of the Competitive Bid B Notes referred to in, and is entitled to the benefits of, the Five Year Credit Agreement dated as of November 3, 2005 (as amended or otherwise modified from time to time, the “Five Year Credit Agreement”) among the Borrower, the Lender and certain other lenders party thereto and Citibank, N.A., as Administrative Agent for the Lender and such other parties. The Five Year Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. SNAPCOLGATE-ON INCORPORATED PALMOLIVE COMPANY By ______________________________ Title: Citibank, N.A., as Administrative Agent for the Lenders parties to the Five Year Credit Agreement referred to below ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [Date] Attention: Bank Loan Syndications Department Ladies and Gentlemen: The undersigned, SNAPColgate-ON INCORPORATEDPalmolive Company, refers to the Five Year Credit Agreement, dated as of July 27November 3, 2004 2005 (as amended or otherwise modified from time to timethrough the date hereof, the “Five Year Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto, Citigroup Global Markets Inc., as Sole Lead Arranger and Book Manager, thereto and Citibank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Five Year Credit Agreement that the undersigned hereby requests a Revolving Credit an A Borrowing under the Five Year Credit Agreement, and in that connection sets forth below the information relating to such Revolving Credit A Borrowing (the “Proposed Revolving Credit A Borrowing”) as required by Section 2.02(a) of the Five Year Credit Agreement:
Appears in 1 contract
Disclosed Litigation. On July 23, 2004In 1995, the Borrower filed an 8-K with acquired the SEC regarding an agreement it has reached with the U.S. Department of Justice to resolve the government auditKolynos oral care business from American Home Products, previously discussed as described in the Borrower’s 2003 Annual Report and Form 8-K dated January 10-K, relating to two contracts 1995. On September 8, 1998, the Borrower’s Brazilian subsidiary received notice of an administrative proceeding from the Central Bank of Brazil primarily taking issue with certain foreign exchange filings made with the U.S. General Services Administration (GSA)Central Bank in connection with the financing of this strategic transaction, but in no way challenging or seeking to unwind the acquisition. The Central Bank of Brazil in January 2001 notified the Borrower of its decision in the administrative proceeding to impose a fine, which, at exchange rates in effect in March 2002, approximated $110 million. The Borrower has agreed appealed the decision to settle the claims over Brazilian Monetary System Appeals Council (the interpretation and application “Council”), thereby suspending the fine pending the decision of the price reduction Council. If the fine is affirmed, interest and billing provisions penalties may also be assessed. Further appeals are available within the Brazilian federal courts. Management of these contracts for sales from March 1996 through the settlement date for $10 million. As a resultBorrower believes, based on the opinion of its Brazilian legal counsel and other experts, that the filings challenged by the Central Bank fully complied with Brazilian law and that the Borrower will incur a pretax charge of $3.6 million, or $0.04 per diluted share, in its second quarter for costs not previously accrued. This charge was not contemplated in the Borrower’s full-year 2004 earnings outlook. As noted in the Borrower’s 2003 Annual Report and Form 10-K, the Borrower has government contracts with federal departments and agencies, two of which were under audit by the GSA. The two contracts involve sales from March 1996 through February 2001, and sales since February 2001. The primary focus of these audits concerned the interpretation and application of the price reduction provisions. On March 2, 2004, the government provided the Borrower with a claim estimate of approximately $12 million relating to the audited contract periods from July 1997 through May 2002. Additional amounts could have been claimed by the government for contract periods not covered by these audits. The settlement releases the Borrower from civil claims and penalties under the price reduction and billing provisions of the contracts for the full contract periods through the settlement date. The settlement does not preclude the government from pursuing any administrative remedies that it would have as a normal right to pursue under any contract. The Borrower cooperated with the audit and investigation and agreed to the settlement in order to resolve these matters and avoid protracted litigation. Throughout the audit resolution period, the Borrower has continued to sell to the government, and the Borrower believes that it has maintained good customer relationships with the GSAprevail on appeal. The Borrower intends to negotiate challenge this fine vigorously. In addition, in the course of monitoring the Central Bank proceeding, the Borrower learned that Brazilian prosecutors are reviewing the foregoing transactions as part of an overall examination of all international transfers of Reals through non-resident current accounts during the 1992 to 1998 time frame. The Borrower understands that this examination involves hundreds and possibly thousands of other individuals and companies. In addition, the Brazilian revenue authority has disallowed interest deductions and foreign exchange losses taken by the Borrower’s Brazilian subsidiary in connection with the GSA new or amended contract terms financing of the Kolynos acquisition, imposing a tax assessment which has been determined, at the exchange rates in effect in March 2002, to approximate $40 million. The Borrower has filed an effort administrative appeal with the Brazilian internal revenue authority, and further appeals are available within the Brazilian federal courts. Management of the Borrower believes, based on the opinion of its Brazilian legal counsel and other experts, that the disallowance is without merit and that the Borrower will prevail on appeal. The Borrower intends to avoid similar matterschallenge this assessment vigorously. U.S.$_______________ U.S.$ Dated: _______________, 200_ 20 FOR VALUE RECEIVED, the undersigned, SNAPCOLGATE-ON INCORPORATEDPALMOLIVE COMPANY, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of _________________________ (the “Lender”) for the account of its Applicable Lending Office on the Termination Date (each as defined in the Five Year Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate principal amount of each Advance (as defined in the Revolving Five Year Credit Advances made by Agreement referred to below) on the Termination Date (as defined in the Five Year Credit Agreement referred to below) owing to the Lender to by the Borrower pursuant to the Five Year Credit Agreement dated as of July 27May 10, 2004 2002 among the Borrower, the Lender and certain other lenders parties thereto, Citigroup Global Markets Inc., as Sole Lead Arranger and Book Manager, thereto and Citibank, N.A. N.A., as Administrative Agent for the Lender and such other lenders lenders, (as amended or modified from time to time, the “Five Year Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on such datethe Termination Date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit A Advance from the date of such Revolving Credit A Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Five Year Credit Agreement. Both principal and interest in respect of each Revolving Credit Advance (i) in Dollars are payable in lawful money of the United States of America to the Agent Citibank, N.A. as Administrative Agent, at its account maintained offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in same day funds and (ii) in any Committed Currency are payable in such currency at the applicable Payment Office in same day immediately available funds. Each Revolving Credit A Advance owing to the Lender by the Borrower pursuant to the Five Year Credit Agreement, the date on which it is due, the interest rate thereon and all payments prepayments made on account of principal thereof, thereof shall be recorded by the Lender andon its books, prior to and for each A Advance outstanding at the time of any transfer hereof, the same information shall be endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Revolving Credit A Notes referred to in, and is entitled to the benefits of, the Five Year Credit Agreement. The Five Year Credit Agreement, among other things, (i) provides for the making of Revolving Credit A Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit A Advance being evidenced by this Promissory Note, and (ii) contains provisions for determining the Dollar Equivalent of Revolving Credit Advances denominated in Committed Currencies and (iii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events events. The Borrower hereby waives presentment, demand, protest and also for prepayments notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on account the part of principal the holder hereof prior to shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the maturity hereof upon laws of the terms and conditions therein specifiedState of New York. SNAPCOLGATE-ON INCORPORATED By ______________________________ PALMOLIVE COMPANY By: Title: U.S.$_______________ U.S.$ Dated: _______________, 200_ 20 FOR VALUE RECEIVED, the undersigned, SNAPCOLGATE-ON INCORPORATEDPALMOLIVE COMPANY, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of _________________________ (the “Lender”) for the account of its Applicable Lending Office (as defined in the Amended and Restated 364-Day Five Year Credit Agreement dated as of July 27, 2004 among the Borrower, the Lender and certain other lenders parties thereto, Citigroup Global Markets Inc., as Sole Lead Arranger and Book Manager, and Citibank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time referred to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined)below), on _______________, 200_20 , the principal amount of [U.S.$_______________] [for a Competitive Bid Advance in a Foreign Currency, list currency and amount of such Advance]Dollars (U.S.$ ). The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below: Interest Rate: _____% per annum (calculated on the basis of a year of _____ 360 days for the actual number of days elapsed). Interest Payment Date or Dates: Both principal and interest are payable in lawful money of ________________ the United States of America to Citibank, as agent, for the account of the Lender at the its office of _________________________at , at _________________________ in same day immediately available funds. This Promissory Note is one of the Competitive Bid B Notes referred to in, and is entitled to the benefits of, the Five Year Credit Agreement dated as of May 10, 2002 (as amended or otherwise modified from time to time, the “Five Year Credit Agreement”) among the Borrower, the Lender and certain other lenders party thereto and Citibank, N.A., as Administrative Agent for the Lender and such other parties. The Five Year Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. SNAPCOLGATE-ON INCORPORATED By ______________________________ TitlePALMOLIVE COMPANY By: Citibank, N.A., as Administrative Agent for the Lenders parties to the Five Year Credit Agreement referred to below ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Bank Loan Syndications Department Ladies and Gentlemen: The undersigned, SNAPColgate-ON INCORPORATEDPalmolive Company, refers to the Five Year Credit Agreement, dated as of July 27May 10, 2004 2002 (as amended or otherwise modified from time to timethrough the date hereof, the “Five Year Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto, Citigroup Global Markets Inc., as Sole Lead Arranger and Book Manager, thereto and Citibank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Five Year Credit Agreement that the undersigned hereby requests a Revolving Credit an A Borrowing under the Five Year Credit Agreement, and in that connection sets forth below the information relating to such Revolving Credit A Borrowing (the “Proposed Revolving Credit A Borrowing”) as required by Section 2.02(a) of the Five Year Credit Agreement:
Appears in 1 contract