EXHIBIT 10.2
U.S. $1,200,000,000
MASTERCARD INTERNATIONAL INCORPORATED
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of June 5, 2001
(Originally dated as of June 6, 2000)
among
THE SEVERAL LENDERS
FROM TIME TO TIME PARTIES HERETO,
CITIBANK, N.A.,
as Administrative Agent
JPMORGAN CHASE, A DIVISION OF CHASE SECURITIES, INC.,
FLEET NATIONAL BANK
HSBC BANK USA
as Co-Syndication Agents
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INC.,
as Arranger
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 5, 2001,
among MASTERCARD INTERNATIONAL INCORPORATED, a Delaware corporation (the
"Borrower"), the several banks and other financial institutions from time to
time parties hereto (the "Lenders"), and CITIBANK, N.A. ("Citibank"), as
administrative agent for the Lenders hereunder.
The Borrower, certain of the Lenders, the Retiring Lenders referred
to below and the Administrative Agent are parties to a Credit Agreement dated as
of June 6, 2000 (as heretofore modified and supplemented and in effect on the
date of this Agreement, the "Existing Credit Agreement"), providing, subject to
the terms and conditions thereof, for loans to be made by said Lenders to the
Borrower in an aggregate principal amount not exceeding $1,000,000,000 at any
one time outstanding.
Effective on the Restatement Date (as defined in Section 3 of this
Agreement), each Lender identified under the caption "New Lender" on Schedule I
hereto (collectively, the "New Lenders") wishes to become a party to the
Existing Credit Agreement as a "Lender" thereunder; each Lender identified under
the caption "Retiring Lender" on Schedule I hereto (collectively, the "Retiring
Lenders") wishes to cease being a "Lender" party to the Existing Credit
Agreement; and the Borrower, the Lenders other than the Retiring Lenders and the
Administrative Agent wish to extend the maturity of the Existing Credit
Agreement to June 4, 2002 and amend the Existing Credit Agreement in certain
other respects.
Accordingly, the parties hereto hereby agree to amend the Existing
Credit Agreement as set forth herein and to restate the Existing Credit
Agreement to read in its entirety as set forth in the Existing Credit Agreement,
which is incorporated herein by reference, with the amendments set forth in
Section 1 of this Agreement (as so amended and restated, the "Credit
Agreement").
The parties hereto agree as follows:
SECTION 1. Amendments; Restatement. The Existing Credit Agreement is
hereby amended, effective as of the Restatement Date (as defined in Section 3 of
this Agreement), as follows and, as so amended, is hereby restated in its
entirety:
(i) Commitments. Effective as of the Effective Date, Schedule 1.2 to
the Existing Credit Agreement is hereby deleted and Schedule 1.2 hereto is
inserted in its place, and the Commitments of the Lenders shall be as set forth
in said new Schedule 1.2.
(ii) Definitions.
(a) Except as otherwise defined in this Agreement, terms defined in
the Credit Agreement are used herein as defined therein.
(b) The definition of "Applicable Margin" in Section 1.01 of the
Existing Credit Agreement is amended to read in its entirety as follows:
"Applicable Margin": for each LIBOR Loan .28% per annum, plus,
on each day on which the drawn portion of the aggregate amount of
the
AMENDED AND RESTATED CREDIT AGREEMENT
2
Commitments (including Swing Line Loans, CAF Advances and Term
Loans) exceeds 33% of the aggregate amount of the Commitments as in
effect on the Closing Date, 0.10% per annum.
(c) The definition of "Consolidated Net Worth" in Section 1.01 of
the Existing Credit Agreement is amended by changing the word
"stockholders" in the second line thereof to read "members".
(d) A new definition of "Conversion" is included in its alphabetical
location in Section 1.01 of the Existing Credit Agreement to read in its
entirety as follows:
"Conversion": collectively, the transactions pursuant to
which the Borrower will merge with MasterCard Merger Sub, Inc., a
wholly-owned subsidiary of MasterCard Incorporated, with the
Borrower being the surviving entity in such merger, and the
transactions directly relating thereto, all as described in the
Form S-4.
(e) A new definition of "Form S-4" is included in its alphabetical
location in Section 1.01 of the Existing Credit Agreement to read in its
entirety as follows:
"Form S-4": the Form S-4 to be filed by MasterCard
Incorporated with the Securities and Exchange Commission in
connection with the transactions described in the definitions of
"Conversion" and "Integration".
(f) A new definition of "Integration" is included in its
alphabetical location in Section 1.01 of the Existing Credit Agreement to
read in its entirety as follows:
"Integration": collectively, the transactions pursuant to
which MasterCard Incorporated shall acquire Europay International
S.A., a Belgian corporation, and the transactions directly
relating thereto, all as described in the Form S-4.
(g) A new definition of "MasterCard Incorporated" is included in its
alphabetical location in Section 1.01 of the Existing Credit Agreement to
read in its entirety as follows:
"MasterCard Incorporated": MasterCard Incorporated, a
Delaware corporation.
(h) The definition of "Revolving Credit Termination Date" in Section
1.01 of the Existing Credit Agreement is amended to read in its entirety
as follows:
"Revolving Credit Termination Date": June 4, 2002 or such
earlier date as the Commitments shall terminate pursuant to the
terms hereof; provided that if said date is not a Business Day, the
Revolving Credit Termination Date shall be the immediately preceding
Business Day.
AMENDED AND RESTATED CREDIT AGREEMENT
3
(iii) Notice of Borrowing. Section 2.2 of the Existing Credit
Agreement is amended by changing the time "10:00 A.M." in the fourth line
thereof to read "12:00 Noon", and changing the time "12:00 Noon" in the
seventeenth line thereof to read "2:00 P.M.".
(iv) Swing Line Commitment. Section 2.20 of the Existing Credit
Agreement is amended by changing the figure "$10,000,000" in the fourth line
thereof to read "$50,000,000".
(v) Commitment Increases. Section 2.25(e) of the Existing
Credit Agreement is amended by changing the figure "$1,500,000,000" in the
third line thereof to read "$1,700,000,000".
(vi) Representations and Warranties. Section 3 of the Existing
Credit Agreement is hereby amended as follows:
(a) Section 3.1 is amended by changing the date "March 31,
2000" in the eighth line thereof to read "March 31, 2001" and the
date "December 31, 1999" in the second, twenty-fifth and
twenty-ninth lines thereof to read "December 31, 2000".
(b) Section 3.2 is amended by changing the date "December 31,
1999" to read "December 31, 2000".
(c) Section 3.16 is amended to read in its entirety as
follows:
"3.16 Purpose of Loans. The proceeds of the Loans shall be
used by the Borrower and its Subsidiaries solely to ensure the
integrity of the MasterCard payment system in the event of
settlement failure by one or more members, including failure by one
or more members to meet merchant payment obligations."
(d) Section 3.15 is amended by changing the date "March 31,
2000" to read "March 31, 2001".
(vii) Conditions to Each Loan. Section 4.2(a) of the Existing
Credit Agreement is hereby amended by deleting the words "in all material
respects" in the third line thereof.
(viii) Financial Statements. Section 5.1(b) of the Existing
Credit Agreement is amended by changing the figure "45" in the first line
thereof to read "60".
(ix) Certificates; Other Information. Section 5.2(d) of the Existing
Credit Agreement is hereby amended by inserting the phrase "or any Lender
through the Administrative Agent" after the phrase "as the Administrative Agent"
in the last line thereof.
(x) Maintenance of Net Worth. Section 6.1 of the Existing Credit
Agreement is hereby amended by changing the figure "$273,216,000" in the second
line thereof to read "$333,000,000" and the date "December 31, 1999" in the
third line thereof to read "December 31, 2000".
AMENDED AND RESTATED CREDIT AGREEMENT
4
(xi) Limitation on Fundamental Changes. Section 6.3 of the
Existing Credit Agreement is hereby amended by adding the following new
subsection (b) and re-lettering the remaining subsections appropriately:
"(b) nothing in this Section 6.3 shall be deemed to
prohibit the Conversion or the Integration;"
(xii) Limitation on Sale of Assets. Section 6.4(f) of the Existing
Credit Agreement is hereby amended by changing the words "subsection 6.3(b)" to
read "subsection 6.3(c)".
(xiii) Limitation on Transactions with Affiliates. Section 6.7 of
the Existing Credit Agreement is hereby amended by adding at the end thereof the
phrase "; provided, however, that nothing in this Section 6.7 shall be deemed to
prohibit the Conversion or the Integration".
(xiv) Successor Administrative Agent. Section 8.9 of the
Existing Credit Agreement is hereby amended to read in its entirety as
follows:
"Section 8.9 Successor Administrative Agent. The
Administrative Agent may resign as Administrative Agent upon 10 days' notice to
the Lenders, and the Administrative Agent may be removed at any time with or
without cause by the Required Lenders. Upon any such resignation or removal, the
Required Lenders shall appoint from among the Lenders a successor agent for the
Lenders, which successor agent (provided that it shall have been approved by the
Borrower (such approval not to be unreasonably withheld)), shall succeed to the
rights, powers and duties of the Administrative Agent hereunder. Effective upon
such appointment and approval, the term "Administrative Agent" shall mean such
successor agent, and the former Administrative Agent's rights, powers and duties
as Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. After any retiring Administrative
Agent's resignation or removal as Administrative Agent, the provisions of this
Section 8 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement and the other
Loan Documents.
(xv) Notices. Section 9.2 of the Existing Credit Agreement is hereby
amended by changing the address of the Borrower for receipt of notices to read
as follows:
"The Borrower: MasterCard International Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, EVP and CFO
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇"
(xvi) Assignments. Section 9.6(c)(i) of the Existing Credit
Agreement is hereby amended by adding after the words "to a Lender or" in the
first line thereof the words "subject to giving prior written notice thereof to
the Borrower and the Administrative Agent".
AMENDED AND RESTATED CREDIT AGREEMENT
5
(xvii) Registration and Processing Fee. Section 9.6(f) of
the Existing Credit Agreement is hereby amended by changing the figure
"$2,000" in the fourth line thereof to read "$3,000".
(xviii) Termination of Commitments and Swing Line Commitments.
Section 9.11 of the Existing Credit Agreement is hereby amended by changing the
date "June 30, 2000" in the third line thereof to read "June 30, 2001".
(xix) Schedules.
(a) Schedule 1.1(a) to the Existing Credit Agreement is hereby
deleted and Schedule 1.1(a) hereto is inserted in its place.
(b) Schedule 1.1(b) to the Existing Credit Agreement is hereby
deleted and Schedule 1.1(b) hereto is inserted in its place.
(c) Schedule 3.1 to the Existing Credit Agreement is hereby deleted
and Schedule 3.1 hereto is inserted in its place.
(d) Schedule 3.6 to the Existing Credit Agreement is hereby deleted
and Schedule 3.6 hereto is inserted in its place.
(e) Schedule 3.15 to the Existing Credit Agreement is hereby deleted
and Schedule 3.15 hereto is inserted in its place.
(f) Schedule 9.7(b) to the Existing Credit Agreement is hereby
deleted and Schedule 9.7(b) hereto is inserted in its place.
SECTION 2. Representations and Warranties. The Borrower represents
and warrants to the Lenders and the Administrative Agent as of the Restatement
Date (as defined in Section 3 of this Agreement) that (i) the representations
and warranties of such Borrower set forth in Section 3 of the Existing Credit
Agreement as amended hereby are true and correct on and as of the Restatement
Date as if made on and as of such date and as if each reference in said Section
3 to "this Agreement" included reference to this Agreement and to the Credit
Agreement as amended and restated hereby, (ii) no Default or Event of Default
has occurred and is continuing or will have occurred and be continuing
immediately after giving effect to the Conversion or the Integration, and (iii)
no Advances are, as of the Restatement Date, outstanding. It shall be deemed to
be an Event of Default under Section 7(b) of the Credit Agreement if any of the
foregoing representations and warranties proves to have been incorrect in any
material respect on or as of the date made or deemed made.
SECTION 3. Conditions to Effectiveness. The amendments to the
Existing Credit Agreement set forth in said Section 1 and the restatement of the
Existing Credit Agreement shall become effective on the date (the "Restatement
Date") on which the Administrative Agent notifies the Borrower and the Lenders
that it has received the following documents or items, each of which shall be in
form and substance reasonably satisfactory to the Administrative Agent:
AMENDED AND RESTATED CREDIT AGREEMENT
6
(a) Loan Documents. The Administrative Agent shall have received (i)
this Agreement, duly executed and delivered by each party hereto, with a
counterpart for each Lender, and (ii) for the account of the Swing Line
Lender, a new Swing Line Note conforming to the requirements of the
Existing Credit Agreement and dated the Restatement Date and executed by a
duly authorized officer of the Borrower.
(b) Related Agreements. The Administrative Agent shall have
received, with a copy for each Lender, true and correct copies, certified
as to authenticity by the Borrower, of such other documents or instruments
as may be reasonably requested by the Administrative Agent, including,
without limitation, a copy of any debt instrument, security agreement or
other material contract to which the Borrower or its Subsidiaries may be a
party.
(c) Closing Certificate. The Administrative Agent shall have
received, with a copy for each Lender, a closing certificate of the
Borrower, dated the Restatement Date, substantially in the form of Exhibit
A hereto, with appropriate insertions and attachments, satisfactory in
form and substance to the Administrative Agent, executed by the President
or any Vice President and the Secretary or any Assistant Secretary of the
Borrower.
(d) Corporate Proceedings. The Administrative Agent shall have
received, with a copy for each Lender, a copy of the resolutions, in form
and substance satisfactory to the Administrative Agent, of the Board of
Directors of the Borrower authorizing (i) the execution, delivery and
performance of this Agreement and the other Loan Documents to which it is
a party and (ii) the borrowings contemplated hereunder, certified by the
Secretary or an Assistant Secretary of the Borrower as of the Restatement
Date, which certificate shall be in form and substance satisfactory to the
Administrative Agent and shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded.
(e) Incumbency Certificate. The Administrative Agent shall have
received, with a copy for each Lender, a certificate of the Borrower,
dated the Restatement Date, as to the incumbency and signature of the
officers of the Borrower executing any Loan Document satisfactory in form
and substance to the Administrative Agent, executed by the President or
any Vice President and the Secretary or any Assistant Secretary of the
Borrower.
(f) Corporate Documents. The Administrative Agent shall have
received, with a copy for each Lender, true and complete copies of the
certificate of incorporation and by-laws of the Borrower, certified as of
the Restatement Date as complete and correct copies thereof by the
Secretary or an Assistant Secretary of the Borrower.
(g) Fees. The Administrative Agent shall have received the
fees to be received on the Restatement Date.
(h) Legal Opinions. The Administrative Agent shall have received,
with a counterpart for each Lender, the executed legal opinion of ▇▇▇▇ ▇.
▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the
Borrower (or such other person who then
AMENDED AND RESTATED CREDIT AGREEMENT
7
holds the position of General Counsel of the Borrower), substantially in
the form of Exhibit B. Such legal opinion shall cover such other matters
incident to the transactions contemplated by this Agreement as the
Administrative Agent may reasonably require.
(i) Retiring Lender Consents. Each Retiring Lender shall have
executed and delivered to the Administrative Agent an instrument in form
and substance satisfactory to the Administrative Agent agreeing to the
terms of Section 4(b) hereof.
SECTION 4. New Lenders; Retiring Lenders.
(a) On the Restatement Date, each New Lender shall be a "Lender"
under and as defined in the Credit Agreement for all purposes thereof and shall
have all of the obligations, rights and benefits of a Lender thereunder with the
Commitment set forth in Schedule 1.2. The initial Lending Office and initial
address for notices under the Credit Agreement for each New Lender is specified
in the administrative questionnaire heretofore returned by such Lender to the
Administrative Agent.
(b) On the Restatement Date, each Retiring Lender shall, after
giving effect to the payment of all amounts payable to such Retiring Lender
under the Existing Credit Agreement (including, without limitation, all accrued
interest and fees and any other amounts payable to such Retiring Lender), cease
to be a Lender or to have the rights and remedies of a Lender under or to be
party to, the Credit Agreement, provided however that the obligations of each
Retiring Lender under Section 8 of the Credit Agreement shall be deemed to
continue solely with respect to events or circumstances occurring before the
Restatement Date.
SECTION 5. Miscellaneous. Except as expressly herein provided, the
Existing Credit Agreement shall remain unchanged and in full force and effect.
This Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same agreement and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be governed by, and construed in accordance with, the law of the
State of New York.
AMENDED AND RESTATED CREDIT AGREEMENT
8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
BORROWER
MASTERCARD INTERNATIONAL
INCORPORATED
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: VP, Asst. Treasurer
CITIBANK, N.A.
as Administrative Agent
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
AMENDED AND RESTATED CREDIT AGREEMENT
9
LENDERS
CITIBANK, N.A.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
THE CHASE MANHATTAN BANK
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
FLEET NATIONAL BANK
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
HSBC BANK USA
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President
AMENDED AND RESTATED CREDIT AGREEMENT
10
COMMONWEALTH BANK OF AUSTRALIA -- GRAND
CAYMAN BRANCH
By:/s/ C.J.L. ▇▇▇▇▇▇▇▇
--------------------------
Name: C.J.L. ▇▇▇▇▇▇▇▇
Title: Head of Risk Management
BANK OF MONTREAL
By:/s/ ▇▇▇▇ ▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Director
CREDIT AGRICOLE INDOSUEZ
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By:/s/ ▇▇▇▇▇▇▇ Fought
--------------------------
Name: ▇▇▇▇▇▇▇ Fought
Title: Vice President
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇
Branch
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director
AMENDED AND RESTATED CREDIT AGREEMENT
11
BANK ONE, NA
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Commercial Banking Officer
BAYERISCHE HYPO - UND VEREINSBANK
AG, NEW YORK BRANCH
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
By:/s/ ▇▇▇▇▇ von Richthofen
--------------------------
Name: ▇▇▇▇▇ von Richthofen
Title: Associate
THE DAI-ICHI KANGYO BANK, LIMITED
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Account Officer
PNC BANK, NATIONAL ASSOCIATION
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ FARGO BANK
By:/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
AMENDED AND RESTATED CREDIT AGREEMENT
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NEW LENDERS
DEUTSCHE BANK LUXEMBOURG S.A.
By:/s/ ▇. ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Name: ▇. ▇▇▇▇▇ ▇. ▇▇▇▇
Title:
AMENDED AND RESTATED CREDIT AGREEMENT