Amended and Restated 364-Day Credit Agreement among Snap-on Incorporated, Initial Lenders, and Citibank, N.A. (Agent)

Summary

This agreement is between Snap-on Incorporated and a group of lenders, with Citibank, N.A. acting as the administrative agent. It amends and restates a previous credit agreement, allowing Snap-on to borrow up to $250 million for general corporate purposes. The agreement sets out the terms for borrowing, interest rates, and repayment, and specifies the conditions that must be met for the agreement to take effect. The agreement is effective for 364 days, with a possible extension, and includes updated definitions, schedules, and requirements for documentation and approvals.

EX-10.1 3 pdm166c.txt CREDIT AGREEMENT U.S. $250,000,000 AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT Dated as of August 20, 2001 Among SNAP-ON INCORPORATED as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and SALOMON SMITH BARNEY INC. as Lead Arranger and Book Manager and BANC ONE CAPITAL MARKETS INC. as Co-Arranger and CITIBANK, N.A. as Agent and BANK ONE, NA as Syndication Agent Amended and Restated Credit Agreement AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT Dated as of August 20, 2001 SNAP-ON INCORPORATED, a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (collectively, the "Initial Lenders") party hereto, CITIBANK, N.A., as administrative agent (together with any successor thereto appointed pursuant to Article VII of the Existing Credit Agreement referred to below, the "Agent") for the Lenders (as defined in the Existing Credit Agreement referred to below) , SALOMON SMITH BARNEY INC., as Lead Arranger and Book Manager, BANC ONE CAPITAL MARKETS INC., as Co-Arranger, and BANK ONE, NA, as Syndication Agent hereby agree as follows: PRELIMINARY STATEMENTS (1) The Borrower is party to an Amended and Restated 364-Day Credit Agreement dated as of August 21, 2000, which amended and restated the 364-Day Credit Agreement dated as of August 23, 1999 (as amended, supplemented or otherwise modified from time to time to (but not including) the date of this Amendment and Restatement, the "Existing Credit Agreement") with the banks, financial institutions and other institutional lenders party thereto and Citibank, N.A., as Agent for the Lenders, Salomon Smith Barney Inc., as Lead Arranger and Book Manager, Banc One Capital Markets Inc., as Co-Arranger, and Bank One, NA, as Syndication Agent. Capitalized terms not otherwise defined in this Amended and Restated 364-Day Credit Agreement (this "Amendment and Restatement") shall have the same meanings as specified in the Existing Credit Agreement. (2) The parties to this Amendment and Restatement desire to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement in its entirety to read as set forth in the Existing Credit Agreement with the following amendments. (3) The Borrower has requested that the Lenders agree to extend credit to it from time to time in an aggregate principal amount of U.S. $250,000,000 for general corporate purposes of the Borrower and its Subsidiaries not otherwise prohibited under the terms of this Agreement. The Lenders have indicated their willingness to agree to extend credit to the Borrower from time to time in such amount on the terms and conditions of this Amendment and Restatement. SECTION 1. Amendments to the Existing Credit Agreement. (a) Section 1.01 of the Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended by deleting the definitions of "Applicable Margin", "Applicable Percentage", "Committed Currencies", "Commitment", "Lenders" and "Termination Date" set forth therein and adding the following definitions thereto: "Applicable Margin" means (a) for Base Rate Advances, 0% per annum and (b) for Eurocurrency Rate Advances, as of any date prior to the Term Loan Conversion Date, 0.195% per annum and, as of any date on and after the Term Loan Conversion Date, 0.55% per annum. "Applicable Percentage" means 0.055% per annum. "Commitment" means as to any Lender (a) the Dollar amount set forth opposite such Lender's name on Schedule I hereto, (b) if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth in such Assumption Agreement or (c) if such Lender has entered into any Assignment and Acceptance, the Dollar amount set forth for Amended and Restated Credit Agreement 2 such Lender in the Register maintained by the Agent pursuant to Section 8.07(d), as such amount may be reduced pursuant to Section 2.05. "Committed Currencies" means lawful currency of the United Kingdom of Great Britain and Northern Ireland, lawful currency of the Swiss Federation, lawful currency of Canada, lawful currency of Australia, lawful currency of Japan, lawful currency of the European Economic and Monetary Union and any other currency that is freely convertible into Dollars and available to all Lenders. "Lenders" means, collectively, each Initial Lender, each Assuming Lender that shall become a party hereto pursuant to Section 2.18 and each Person that shall become a party hereto pursuant to Section 8.07. "Termination Date" means the earlier of (a) August 19, 2002, subject to extension thereof pursuant to Section 2.18 and (b) the date of termination in whole of the Commitments pursuant to Section 2.05 or 6.01; provided, however, that the Termination Date of any Lender that is a Non-Consenting Lender to any requested extension pursuant to Section 2.18 shall be the Termination Date in effect immediately prior to the applicable Extension Date for all purposes of this Agreement. (b) Section 4.01(e) of the Existing Credit Agreement is amended by (i) deleting the date "December 31, 1999" and substituting therefor the date "December 31, 2000" and (ii) deleting the date "June 30, 2000" and substituting therefor the date "June 30, 2001". (c) Section 8.07(a) is amended by deleting the amount "$3,000" and substituting therefor the amount "$3,500". (d) Schedule I to the Existing Credit Agreement is, effective as of the date of this Amendment and Restatement and subject to the satisfaction of the conditions precedent set forth in Section 2, deleted in its entirety and replaced with Schedule I to this Amendment and Restatement. SECTION 2. Conditions of Effectiveness of this Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first above written (the "Restatement Effective Date") when and only if: (a) The Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower and all of the Initial Lenders or, as to any of the Initial Lenders, advice satisfactory to the Agent that such Initial Lender has executed this Amendment and Restatement. (b) On the Restatement Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Restatement Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 of the Existing Credit Agreement are correct on and as of the Restatement Effective Date, as though made on and as of such date: and (ii) No event has occurred and is continuing, or shall occur as a result of the occurrence of the Restatement Effective Date, that constitutes a Default. 3 (c) The Agent shall have received on or before the Restatement Effective Date the following, each dated such date and (unless otherwise specified below) in form and substance satisfactory to the Agent and in sufficient copies for each Initial Lender: (i) The Revolving Credit Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16 of the Existing Credit Agreement. (ii) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and Restatement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement and the Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and Restatement and the Notes and the other documents to be delivered hereunder. (iv) A favorable opinion of Susan F. Marrinan, General Counsel of the Borrower, and a favorable opinion of Foley & Lardner, counsel to the Borrower, substantially in the form of Exhibit D-1 and Exhibit D-2 to the Existing Credit Agreement, respectively, and as to such other matters as any Lender through the Agent may reasonably request. SECTION 3. Reference to and Effect on the Existing Credit Agreement and the Notes. (a) On and after the effectiveness of this Amendment and Restatement, each reference in the Existing Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Existing Credit Agreement, and each reference in the Notes to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Existing Credit Agreement, shall mean and be a reference to the Existing Credit Agreement, as amended by this Amendment and Restatement. (b) The Existing Credit Agreement and the Notes, as specifically amended by this Amendment and Restatement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (c) Without limiting any of the other provisions of the Existing Credit Agreement, as amended by this Amendment and Restatement, any references in the Existing Credit Agreement to the phrases "on the date hereof", "on the date of this Agreement" or words of similar import shall mean and be a reference to the date of the Existing Credit Agreement (which is August 23, 1999). SECTION 4. Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and Restatement, the Notes and the other documents to be delivered hereunder (including, without limitation, the reasonable and documented fees and expenses of counsel for the Agent with respect hereto and thereto) in accordance with the terms of Section 8.04 of the Existing Credit Agreement. SECTION 5. Execution in Counterparts. This Amendment and Restatement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment 4 and Restatement by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment and Restatement. SECTION 6. Governing Law. This Amendment and Restatement shall be governed by, and construed in accordance with, the laws of the State of New York. IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Restatement to be executed by their respective officers thereunto duly authorized, as of the date first above written. THE BORROWER ------------ SNAP-ON INCORPORATED By /s/ Denis J. Loverine ------------------------- Title: Treasurer THE AGENT --------- CITIBANK, N.A., as Agent By /s/ David L. Harris --------------------------------- Title: Vice President INITIAL LENDERS --------------- CITIBANK, N.A. By /s/ David L. Harris --------------------------------- Title: Vice President BANK ONE, NA By /s/ Jenny A. Gilpin --------------------------------- Title: Director, Capital Markets SVENSKA HANDELSBANKEN AB By /s/ --------------------------------- Title: Senior Vice President By /s/ Henrik Jensen --------------------------------- Title: Vice President THE DAI-ICHI KANGYO BANK, LTD. By /s/ Nobuyasu Fukatsu --------------------------------- Title: General Manager 5 BANK OF AMERICA, N.A. By /s/ M.H. Claggett --------------------------------- Title: Managing Director BARCLAYS BANK PLC By /s/ Nicholas A. Bell --------------------------------- Title: Director Loan Transaction Management THE NORTHERN TRUST COMPANY By /s/ Laura Watzke --------------------------------- Title: Credit Portfolio Manager BANCO BILBAO VIZCAYA ARGENTARIA By /s/ Santiago Hernandez --------------------------------- Title: Vice President Corporate Banking By /s/ John Martini --------------------------------- Title: Vice President Corporate Banking BANCA NAZIONALE DEL LAVORO S.P.A., NEW YORK BRANCH By /s/ Juan J. Cortes --------------------------------- Title: Vice President By /s/ Leonardo Valentini --------------------------------- Title: First Vice President FIRSTAR BANK, N.A. By /s/ Janell W. Stanosz --------------------------------- Title: Assistant Vice President SCHEDULE I TO THE AMENDMENT AND RESTATEMENT COMMITMENTS AND APPLICABLE LENDING OFFICES ------------------------------------------