EXHIBIT 10.19(b)
SECOND AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT, dated as
of August 8, 2002 (this "Amendment"), amends the 364-Day Revolving Credit
Agreement, dated as of August 10, 2000 (as heretofore amended, the "Credit
Agreement"), among The ▇▇▇▇ Nuveen Company, Nuveen Investments, certain
financial institutions (the "Banks"), Citicorp USA, Inc., as syndication agent,
▇▇ ▇▇▇▇▇▇ Chase Bank (as successor to The Chase Manhattan Bank), as
documentation agent and Bank of America, N.A., as administrative agent. Terms
defined in the Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used herein as defined therein.
WHEREAS, the parties hereto have entered into the Credit Agreement,
which provides for the Banks to extend certain credit facilities to the
Borrowers from time to time; and
WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1. AMENDMENT. Effective as of August 8, 2002, the Credit
Agreement shall be amended in accordance with Sections 1.1 through 1.3 below:
1.1 Definitions. The definition of "Revolving Termination Date" in
Section 1.1 of the Credit Agreement is hereby amended to state in its entirety
as follows:
"Revolving Termination Date" means the earlier to occur of:
(a) August 7, 2003 (the "Scheduled Revolving Termination
Date") as such date may be extended pursuant to Section 2.14; and
(b) the date on which the Commitments terminate in accordance
with the provisions of this Agreement."
1.2 Schedule 2.1. Schedule 2.1 is hereby amended to state in its
entirety as set forth in Schedule 2.1 hereto.
1.3 Schedule 10.2 Schedule 10.2 of the Credit Agreement is hereby
amended in its entirety as set forth in Schedule 2.1 hereto.
SECTION 2. REPLACEMENT BANK. JPMorgan Chase Bank (successor to The
Chase Bank) and The Bank of New York, are hereby released from all obligations
as Banks under the Credit Agreement. State Street Bank and Trust Company hereby
assumes all obligations as a
Bank under the Credit Agreement and shall be a Bank for all purposes of the
Credit Agreement and the Loan Documents.
SECTION 3. CONDITIONS PRECEDENT. This Amendment shall become effective
when each of the conditions precedent set forth in this Section 2 shall have
been satisfied, and notice thereof shall have been given by the Agent to the
Borrowers and the Banks.
3.1 Receipt of Documents. The Agent shall have received all of the
following documents duly executed, dated the date hereof or such other date as
shall be acceptable to the Agent, and in form and substance satisfactory to the
Agent:
(a) Amendment. This Amendment, duly executed by the Borrowers,
the Agent and the Banks.
(b) Consents. Copies, certified by the secretary or an
assistant secretary of each Borrower, of all documents evidencing any
necessary corporate action, consents and governmental approvals (if
any) with respect to this Amendment and the other documents described
herein.
(c) Parent - Secretary's Certificate. A certificate of the
secretary or an assistant secretary of the Parent, as to (i)
resolutions of the Executive Committee of the Board of Directors of the
Parent then in full force and effect authorizing the execution,
delivery and performance of this Amendment and each other document
described herein, and (ii) the incumbency and signatures of those
officers of the Parent authorized to act with respect to this Amendment
and each other document described herein.
(d) Subsidiary Borrower - Secretary's Certificate. A
certificate of the secretary or an assistant secretary of the
Subsidiary Borrower, as to (i) resolutions of the Board of Directors of
the Subsidiary Borrower then in full force and effect authorizing the
execution, delivery and performance of this Amendment and each other
document described herein, and (ii) the incumbency and signatures of
those officers of the Subsidiary Borrower authorized to act with
respect to this Amendment and each other document described herein.
3.2 Compliance with Warranties, No Default, etc. Both before and after
giving effect to the effectiveness of this Amendment, the following statements
by the Borrowers shall be true and correct (and the Borrowers, by their
execution of this Amendment, hereby represent and warrant to the Agent and each
Bank that such statements are true and correct as at such times):
(a) the representations and warranties set forth in Article V
of the Credit Agreement shall be true and correct with the same effect
as if then made (unless stated to relate solely to an earlier date, in
which case such representations and warranties shall be true and
correct as of such earlier date); and
(b) no Event of Default or Default shall have then occurred
and be continuing.
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SECTION 4. REPRESENTATIONS AND WARRANTIES. To induce the Banks and the
Agent to enter into this Amendment, the Borrowers hereby represent and warrant
to the Agent and each Bank as follows:
4.1 Due Authorization, Non-Contravention, etc. The execution, delivery
and performance by each Borrower of this Amendment are within said Borrower's
corporate powers, have been duly authorized by all necessary corporate action,
and do not
(a) contravene said Borrower's charter or bylaws;
(b) contravene any contractual restriction, law or
governmental regulation or court decree or order binding on or
affecting said Borrower; or
(c) result in, or require the creation or imposition of, any
Lien on any of said Borrower's properties.
4.2 Government Approval, Regulation, etc. No authorization or approval
or other action by, and no notice to or filing with, any governmental authority
or regulatory body or other Person is required for the due execution, delivery
or performance by either Borrower of this Amendment.
4.3 Validity, etc. This Amendment constitutes the legal, valid and
binding obligation of the Borrowers enforceable in accordance with its terms.
SECTION 5. MISCELLANEOUS.
5.1 Continuing Effectiveness, etc. This Amendment shall be deemed to be
an amendment to the Credit Agreement, and the Credit Agreement, as amended
hereby, shall remain in full force and effect and is hereby ratified, approved
and confirmed in each and every respect. After the effectiveness of this
Amendment in accordance with its terms, all references to the Credit Agreement
in the Loan Documents or in any other document, instrument, agreement or writing
shall be deemed to refer to the Credit Agreement as amended hereby.
5.2 Payment of Costs and Expenses. The Borrowers jointly and severally
agree to pay on demand all expenses of the Agent (including the reasonable fees
and out-of-pocket expenses of counsel to the Agent) in connection with the
negotiation, preparation, execution and delivery of this Amendment.
5.3 Severability. Any provision of this Amendment which is prohibited
or unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other
jurisdiction.
5.4 Headings. The various headings of this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this
Amendment or any provisions hereof.
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5.5 Execution in Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.
5.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
5.7 Successors and Assigns. This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
THE ▇▇▇▇ NUVEEN COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
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Title: Vice President and Treasurer
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S-1
NUVEEN INVESTMENTS
By: /s/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
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Title: Vice President and Treasurer
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S-2
BANK OF AMERICA, N.A., individually and as
Administrative Agent
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
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Title: Managing Director
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S-3
CITICORP USA, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Director
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S-4
BANK ONE, NA (Main Office Chicago)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Director
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S-5
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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S-6
SCHEDULE 2.1
COMMITMENTS
AND PRO RATA SHARES
Bank Commitment Pro Rata Share
---- ---------- --------------
Bank of America, N.A. $37,500,000 30%
State Street Bank and Trust $50,000,000 40%
Company
Citicorp USA, Inc. $25,000,000 20%
Bank One, NA $12,500,000 10%
S-1
SCHEDULE 10.2
LENDING OFFICES,
ADDRESSES FOR NOTICES
BANK OF AMERICA, N.A.,
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as Administrative Agent and a Bank
Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Domestic and Offshore Lending Office:
Agency Services
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (704) 409--0002
CITICORP USA, INC.,
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as Syndication Agent and a Bank
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (212)
Domestic and Offshore Lending Office:
▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
BANK ONE, NA (Main Office Chicago),
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as a Bank
Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Domestic and Offshore Lending Office:
1 Bank One Plaza
S-1
16th Floor
IL1-0159
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
STATE STREET BANK AND TRUST COMPANY,
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as a Bank
Addresses for Notices.
Domestic and Offshore Lending Office:
S-2