CONFORMED COPY
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of July 11, 2001
among
Praxair, Inc.,
The Banks Listed Herein
The Chase Manhattan Bank
Bank of America, N.A.
and
Credit Suisse First Boston,
as Co-Syndication Agents
Citibank, N.A.,
as Documentation Agent
and
The Chase Manhattan Bank,
as Administrative Agent
___________________________________________
▇.▇. ▇▇▇▇▇▇ Securities Inc.,
Lead Arranger and Book Manager
______________
Banc of America Securities LLC
Credit Suisse First Boston,
Co-Arrangers and Co-Book Managers
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 11, 2001 among
PRAXAIR, INC., the BANKS listed on the signature pages hereof, THE CHASE
MANHATTAN BANK, BANK OF AMERICA, N.A. and CREDIT SUISSE FIRST BOSTON, as
Co-Syndication Agents, CITIBANK, N.A., as Documentation Agent, and THE CHASE
MANHATTAN BANK, as Administrative Agent.
W I T N E S S E T H :
WHEREAS, certain of the parties hereto have heretofore entered into a
364-Day Credit Agreement dated as of July 12, 2000 (the "Agreement");
WHEREAS, at the date hereof, there are no Loans outstanding under the
Agreement; and
WHEREAS, the parties hereto desire to amend the Agreement as set forth
herein and to restate the Agreement in its entirety to read as set forth in the
Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each capitalized term used herein which is defined in the Agreement
shall have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended and restated hereby. The term "Notes" defined in the
Agreement shall include from and after the date hereof the New Note (as defined
below).
SECTION 2. Extension of the Facility. The date "July 11, 2001" in the
definition of Termination Date is changed to "July 10, 2002."
ii
SECTION 3. Updated Representations.
(a) Each reference to "1999" in Section 4.04(a) is changed to "2000."
(b) Each reference to "2000" in Section 4.04(b) and (c) is changed to
"2001."
SECTION 4. Change in Commitments. With effect from and including the date
this Amendment and Restatement becomes effective in accordance with Section 7
hereof, (i) each Person listed on the signature pages hereof which is not a
party to the Agreement (a "New Bank") shall become a Bank party to the Agreement
and (ii) the Commitment of each Bank shall be the amount set forth opposite the
name of such Bank on the attached Commitment Schedule, which shall become the
Commitment Schedule referred to in the Agreement. Any Bank whose Commitment is
changed to zero (a "Departing Bank") shall upon such effectiveness cease to be a
Bank party to the Agreement and all accrued fees and other amounts payable under
the Agreement for the account of each Departing Bank shall be due and payable on
such date; provided that the provisions of Sections 8.03 and 9.03 of the
Agreement shall continue to inure to the benefit of each Departing Bank. Each
Departing Bank shall promptly return to Borrower for cancellation the Note
delivered to such Bank pursuant to the Agreement.
SECTION 5. Changes in Agents. (a) The following definitions in Section 1.01
are amended to read as follows:
"Agents" means the Administrative Agent, the Co-Syndication Agents and
the Documentation Agent.
"Co-Syndication Agent" means each of The Chase Manhattan Bank, Credit
Suisse First Boston and Bank of America, N.A., in its capacity as
co-syndication agent for the credit facility provided hereunder.
(b) A definition of "Documentation Agent" is added to Section 1.01 as
follows:
"Documentation Agent" means Citibank, N.A. in its capacity as
documentation agent in connection with the credit facility provided under
this Agreement.
(c) A new Section 7.09 is added as follows:
SECTION 7.09. Other Agents. Neither the Documentation Agent nor any
Co-Syndication Agent, in its capacity as such, shall have any duties and
obligations of any kind under this Agreement.
iii
SECTION 6. Representations and Warranties. The Borrower hereby represents
and warrants that as of the date hereof and after giving effect hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth in the
Agreement after giving effect to this Amendment and Restatement is true and
correct as though made on and as of such date.
SECTION 7. Governing Law. This Amendment and Restatement shall be governed
by and construed in accordance with the laws of the State of New York.
SECTION 8. Counterparts; Effectiveness. This Amendment and Restatement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment and Restatement shall become effective as of the date
hereof when each of the following conditions shall have been satisfied:
(i) receipt by the Administrative Agent of duly executed counterparts
hereof signed by each of the parties hereto (or, in the case of any party
as to which an executed counterpart shall not have been received, the Agent
shall have received telegraphic, telex or other written confirmation from
such party of execution of a counterpart hereof by such party);
(ii) receipt by the Administrative Agent of a duly executed Note for
the New Bank (a "New Note"), dated on or before the date of effectiveness
hereof and otherwise in compliance with Section 2.05 of the Agreement;
(iii) receipt by the Administrative Agent of an opinion of such
counsel for the Borrower as may be acceptable to the Administrative Agent,
substantially to the effect of Exhibit E to the Agreement with reference to
this Amendment and Restatement and the Agreement as amended and restated
hereby; and
(iv) receipt by the Administrative Agent of all documents it may
reasonably request relating to the existence of the Borrower, the corporate
authority for and the validity of the Agreement as amended and restated
hereby, and any other matters relevant hereto, all in form and substance
satisfactory to the Administrative Agent;
provided that this Amendment and Restatement shall not become effective or
binding on any party hereto unless all of the foregoing conditions are
satisfied not later than the date hereof. The Administrative Agent shall
promptly notify the Borrower and the Banks of the effectiveness of this
Amendment and Restatement, and such notice shall be conclusive and binding
on all parties hereto.
iv
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Restatement to be duly executed by their respective authorized officers as of
the day and year first above written.
PRAXAIR, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Chief Financial Officer
THE CHASE MANHATTAN BANK,
as Administrative Agent, Co-Syndication
Agent and Bank
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
BANK OF AMERICA, N.A.,
as Co-Syndication Agent and Bank
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Principal
CREDIT SUISSE FIRST BOSTON,
as Co-Syndication Agent and Bank
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Assistant Vice President
CITIBANK, N.A.,
as Documentation Agent and Bank
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Managing Director
Managing Agents:
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ABN-AMRO BANK NV
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Senior Vice President
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
BAYERISCHE HYPO-UND
VEREINSBANK AG, NEW YORK
BRANCH
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Director
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Associate Director
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Senior Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
DEUTSCHE BANK AG, NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Director
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Title: Managing Director
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA
By: /s/ D. ▇▇▇▇▇ ▇▇▇▇▇
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Title: Senior Lending Officer
ROYAL BANK OF CANADA
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Senior Manager
THE INDUSTRIAL BANK OF JAPAN, LTD.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Title: Senior Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Director
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Associate Director
Co-Agents:
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BANCA NAZIONALE DEL LAVORO
S.P.A., NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: First Vice President
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: First Vice President
INTESA BCI, NEW YORK BRANCH
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Vice President
By: /s/ ▇. ▇▇▇▇▇▇▇
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Title: First Vice President/ Deputy
Manager
MELLON BANK N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
SUMITOMO MITSUI BANKING
CORPORATION
By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Senior Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
Participants:
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BANCA DI ROMA, NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: First Vice President
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ Strike
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Title: Assistant Vice President
BANCO BILBAO VIZCAYA
ARGENTARIA S.A.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
BANCO SANTANDER CENTRALE
HISPANO, S.A., NEW YORK BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
BNP PARIBAS
By: /s/ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
STANDARD CHARTERED BANK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Title: Senior Vice President
Departing Banks:
----------------
▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
THE SANWA BANK, LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇. Small
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Title: Senior Vice President and Area
Manager
COMMITMENT SCHEDULE
Bank Commitment
---- ----------
The Chase Manhattan Bank $45,000,000.00
Bank of America, N.A. $29,166,666.67
Credit Suisse First Boston $29,166,666.67
Citibank, N.A. $29,166,666.67
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA $24,166,666.68
ABN-AMRO Bank NV $20,000,000.00
Bank of Tokyo-Mitsubishi Trust Company $20,000,000.00
Bayerische Hypo-und Vereinsbank AG, New York
Branch $20,000,000.00
Commerzbank AG, New York and Grand Cayman
Branches $20,000,000.00
Credit Agricole Indosuez $20,000,000.00
Deutsche Bank AG, New York Branch and/or Cayman
Islands Branch $20,000,000.00
Fleet National Bank $20,000,000.00
Royal Bank of Canada $20,000,000.00
The Industrial Bank of Japan, Ltd. $20,000,000.00
Westdeutsche Landesbank Girozentrale $20,000,000.00
Banca Nazionale Del Lavoro S.P.A., New York Branch $13,333,333.33
Credit Lyonnais New York Branch $13,333,333.33
Intesa BCI, New York Branch $13,333,333.33
Mellon Bank N.A. $13,333,333.33
The Bank of New York $13,333,333.33
Sumitomo Mitui Banking Corporation $13,333,333.33
Bank Commitment
---- ----------
Toronto Dominion (Texas), Inc. $13,333,333.33
Banca Di Roma, New York Branch $10,000,000.00
Banco Bilbao Vizcaya Argentaria S.A. $10,000,000.00
Banco Santander Centrale Hispano, S.A., New York
Branch $10,000,000.00
BNP Paribas $10,000,000.00
Standard Chartered Bank $10,000,000.00
▇▇▇▇▇▇ Guaranty Trust Company of New York $0.00
The Sanwa Bank, Limited $0.00
Total Commitments $500,000,000.00
