<\/p>\n(1) Applicable Margin plus Utilization Fee.
\nbps = basis points per annum
\n<\/fn>
\n<\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
ALLIEDSIGNAL INC.<\/p>\n
SUMMARY OF TERMS AND CONDITIONS
\n $2,250,000,000 5-YEAR MULTI CURRENCY REVOLVING CREDIT FACILITY<\/p>\n
BORROWERS: AlliedSignal Inc. (the “Company”) and any
\n Designated Subsidiaries (together with the
\n Company, the “Borrowers”), fully and
\n unconditionally guaranteed by the Company.<\/p>\n
FACILITY AMOUNT: $2,250,000,000 or such other amount as
\n provided for under the Commitment Increase
\n and Commitment Reduction sections of this
\n Summary of Terms and Conditions, but, in any
\n event, no more than $5,000,000,000.<\/p>\n
TYPE OF FACILITY: Five year unsecured multi currency revolving
\n credit facility (the “5-Year Facility”).<\/p>\n
PURPOSE: Finance the acquisition of AMP Inc. (the
\n “Target”) and general corporate purposes,
\n including commercial paper backstop.<\/p>\n
ADMINISTRATIVE
\n AGENT: Citibank, N.A. (“Citibank”, or the “Agent”).<\/p>\n
BOOKRUNNER: Salomon Smith Barney Inc. (“SSB”).<\/p>\n
ARRANGERS: Banque Nationale de Paris (“BNP”), Barclays
\n Capital, the investment banking division of
\n Barclays Bank PLC, Deutsche Bank Securities
\n Inc., J.P. Morgan Securities, Inc.,
\n NationsBanc Montgomery Securities LLC and
\n SSB.<\/p>\n
LENDERS: Citibank, Bank of America NT&SA (“BofA”),
\n BNP, Barclays Bank PLC (“Barclays”), Deutsche
\n Bank AG, New York Branch and\/or Cayman
\n Islands Branch (“Deutsche”), Morgan Guaranty
\n Trust Company of New York (“Morgan”) and
\n other financial institutions acceptable to
\n the Arrangers and the Company.<\/p>\n
CLOSING DATE: Such date as may be agreed upon by the
\n Company, the Arrangers and the Agent.<\/p>\n
COMMITMENT
\n TERMINATION DATE: Fifth anniversary of the Closing Date.<\/p>\n
ADVANCES: At the applicable Borrower’s option, either
\n Eurocurrency Rate Advances, Base Rate
\n Advances or Competitive Bid Advances. Each
\n Lender will be severally obligated to make
\n its pro rata share of any Eurocurrency Rate
\n Advance or Base Rate Advance. Eurocurrency
\n Rate Advances, at the applicable Borrower’s
\n option, may be made in U.S. Dollars, Pounds
\n Sterling, Deutsche Marks, French Francs,
\n Euros\/Ecu and Japanese Yen (the “Major
\n Currencies”).<\/p>\n
COMMITMENT
\n INCREASE: The Company shall have the right, no more
\n than once a year after Closing, to increase
\n the Facility Amount, in minimum increments of
\n $50,000,000, up to a maximum Facility Amount
\n of $5,000,000,000, provided that no Event of
\n Default, or event which with the giving of
\n notice or lapse of time or both would be an
\n Event of Default, has occurred and is
\n continuing. The Company may offer the
\n increase to (x) its existing Lenders, and
\n each existing Lender will have the right, but
\n no obligation, to commit to all or a portion
\n of the proposed increase (the “Proposed
\n Increased Commitment”) or (y) third party
\n financial institutions provided that the
\n minimum commitment of each such institution
\n equals or exceeds $10,000,000.<\/p>\n
COMMITMENT
\n REDUCTION: The Company will have the right, upon at
\n least three business days’ notice, to
\n terminate or cancel, in whole or in part, the
\n unused portion of the 5-Year Facility Amount
\n in excess of the aggregate outstanding
\n Competitive Bid Advances, provided that each
\n partial reduction shall be in a minimum
\n amount of $10,000,000 or any whole multiple
\n of $1,000,000 in excess thereof. Once
\n terminated, a commitment may not be
\n reinstated except as provided for in the
\n Commitment Increase section.<\/p>\n
FACILITY FEE: As per attached Pricing Grid, based on the
\n Company’s long-term senior unsecured
\n non-credit enhanced debt ratings, payable on
\n each Lender’s commitment, irrespective of
\n usage, quarterly in arrears on the last day
\n of each March, June, September and December,
\n and on the Commitment Termination Date. The
\n Facility Fee shall be calculated on the basis
\n of actual number of days elapsed in a year of
\n 365\/366 days.<\/p>\n
EXTENSION OF COMMITMENT
\n TERMINATION DATE: At least 45 but no earlier than 60 days prior
\n to each anniversary date of the 5-Year
\n Facility and provided all representations and
\n warranties are true and correct in all
\n material respects and no Event of Default has
\n occurred and is continuing, the Company may
\n request that the Lenders extend for an
\n additional one year the then applicable
\n Commitment Termination Date. The Company may
\n replace any non-consenting Lender by
\n assignment to any consenting Lender or new
\n Lender, or by termination of a non-consenting
\n Lender’s commitment.<\/p>\n
INTEREST RATES AND
\n INTEREST PERIODS: At the applicable Borrower’s option, any
\n Advance that is made to it will be available
\n at the rates and for the Interest Periods
\n stated below:<\/p>\n
a) Base Rate: a fluctuating rate equal to
\n the Base Rate plus the Applicable
\n Margin.<\/p>\n
The Base Rate is a fluctuating rate per
\n annum equal at all times to the highest
\n of (i) Citibank’s publicly announced
\n “base” rate, (ii) 1\/2 of 1% percent per
\n annum above the latest three-week moving
\n average of secondary market morning
\n offering rates in the United States for
\n three-month certificates of deposit of
\n major U.S. money market banks, adjusted
\n to the nearest 1\/16 of 1%, and (iii) a
\n rate equal to 1\/2 of 1% per annum above
\n the weighted average of the rates on
\n overnight Federal funds transactions
\n with members of the Federal Reserve
\n System arranged by Federal funds
\n brokers.<\/p>\n
b) Eurocurrency Rate: a periodic fixed rate
\n equal to the Eurocurrency Rate plus the
\n Applicable Margin.<\/p>\n
The Eurocurrency Rate, which is a rate
\n per annum equal to the London Interbank
\n Offered Rate as determined by reference
\n to Dow Jones Markets screen 3750 (or
\n other applicable pages with respect to a
\n Major Currency), or if not applicable
\n the average rate per annum (rounded
\n upward to the nearest 1\/16 of 1%) at
\n which deposits in the applicable Major
\n Currency are offered by the Reference
\n Banks to prime banks in the London
\n interbank market at 11:00 A.M. (London
\n time) two business days before the first
\n day of the Interest Period and in
\n amounts approximately equal to the
\n Reference Banks’ pro rata share of the
\n contemplated Advance for a given
\n Interest Period and with a maturity
\n equal to such Interest Period, adjusted
\n for reserve requirements and, in the
\n case of particular Major Currencies, as
\n appropriate for such currencies. The
\n Eurocurrency Rate shall be fixed for
\n Interest Periods of 1, 2, 3, 6, 9 or 12
\n months (9 or 12 month options if
\n available to all Lenders).<\/p>\n
APPLICABLE MARGIN: The Applicable Margin means:<\/p>\n
(i) for Base Rate Advances, 0.00 basis
\n points per annum;<\/p>\n
(ii) for Eurocurrency Rate Advances, an
\n amount which will vary as per the
\n attached Pricing Grid, based on the
\n Company’s long-term senior
\n unsecured non-credit enhanced debt
\n ratings.<\/p>\n
Upon the occurrence and during the
\n continuance of any monetary Event of Default,
\n the Applicable Margin will increase by 100
\n basis points per annum, and if such Advance
\n is a Eurocurrency Rate Advance, it will
\n convert to a Base Rate Advance at the end of
\n the Interest Period then in effect for such
\n Eurocurrency Rate Advance.<\/p>\n
REFERENCE BANKS: Citibank, BofA, BNP, Barclays, Deutsche and
\n Morgan.<\/p>\n
INTEREST PAYMENTS: At the end of each Interest Period for each
\n Advance, but no less frequently than
\n quarterly. Interest will be computed on a
\n 365\/366-day basis for Base Rate Advances and
\n a 360-day basis for Eurocurrency Rate
\n Advances.<\/p>\n
UTILIZATION FEE: As per the attached Pricing Grid, based on
\n the Company’s long-term senior unsecured
\n non-credit-enhanced debt ratings. The
\n Utilization Fee will be added to the
\n Applicable Margin for any date where
\n outstanding Advances exceed 33 1\/3% and 66
\n 2\/3% of commitments. The Utilization Fee will
\n be calculated on a 360-day basis and will be
\n payable on the same basis as interest.<\/p>\n
BORROWINGS: Borrowings shall be in minimum principal
\n amounts of $10,000,000 and integral multiples
\n of $1,000,000 in excess thereof. All Advances
\n (other than Competitive Bid Advances) shall
\n be made by the Lenders ratably in proportion
\n to their respective Commitments. Other than
\n Competitive Bid Advances, borrowings will be
\n available on same day notice for Base Rate
\n Advances and 3 business days notice for
\n Eurocurrency Rate Advances.<\/p>\n
AVAILABILITY: From the Closing Date and prior to the
\n Commitment Termination Date, the Borrowers
\n may, subject to the terms of the 5-Year
\n Facility, borrow, repay and reborrow.<\/p>\n
COMPETITIVE BID
\n OPTION: The Borrowers may request the Agent to
\n solicit competitive bids from the Lenders
\n (individually a “Bidder” and collectively the
\n “Bidders”) for Advances in U.S. Dollars or
\n Foreign Currencies (meaning any currency
\n other than U.S. Dollars which is freely
\n transferable and convertible into U.S.
\n Dollars), for requested maturities of 5 days
\n or more. Each Bidder will bid at its
\n discretion. Each Borrower’s notice requesting
\n such bids will be given to the Agent at least
\n 1 business day prior to the proposed Advance
\n date for fixed rate U.S. Dollar based bids,
\n at least 4 business days prior to the
\n proposed Advance date for Eurocurrency Rate
\n U.S. Dollar based bids, at least 3 business
\n days prior to the proposed Advance date for
\n fixed or local rate based bids in Foreign
\n Currencies and at least 5 business days prior
\n to the proposed Advance date for Eurocurrency
\n Rate based bids in Foreign Currencies, and
\n will specify the proposed date of Advance,
\n amount, currency and maturity date of the
\n proposed Advance, interest payment schedule,
\n the interest rate basis to be used by the
\n Bidders in bidding, the location of such
\n Borrower’s account to which funds are to be
\n advanced, and such other terms as such
\n Borrower may specify. The Agent will advise
\n the Bidders of the terms of the applicable
\n Borrower’s notice, and such Bidders as elect
\n may submit bids, which the Agent shall
\n provide to such Borrower.<\/p>\n
The Borrower giving the notice may accept one
\n or more bids, provided that the aggregate
\n outstanding Advances of all Lenders on the
\n date of, and after giving effect to, any
\n Competitive Bid Advance shall not exceed the
\n aggregate Commitments at such time. Bids will
\n be accepted in order of the lowest to the
\n highest rates (“Bid Rates”). The Borrowers
\n may not accept bids in excess of the
\n requested bid amount for any maturity. If two
\n or more Bidders bid at the same Bid Rate, the
\n amount to be borrowed at such Bid Rate will
\n be allocated among such Bidders in proportion
\n to the amount which each Bidder bid at such
\n Bid Rate.<\/p>\n
Each Borrowing under the Competitive Bid
\n Option shall be in an amount of not less than
\n $10,000,000 and integral multiples of
\n $1,000,000 in excess thereof. While any such
\n Borrowing is outstanding, it will be deemed
\n usage of the 5-Year Facility for the purposes
\n of availability and the Commitment of each
\n Lender (whether or not a Bidder) shall be
\n reduced and deemed used for all purposes by
\n its pro rata share (based on its respective
\n Commitment) of an amount equal to the
\n outstanding amount of such Borrowing.
\n However, each Lender’s Advance made under the
\n Competitive Bid Option shall not reduce such
\n Lender’s obligation to lend its pro rata
\n share of the remaining undrawn Commitment.<\/p>\n
COMPETITIVE BID
\n ADMINISTRATIVE FEE: As agreed between Citibank and the Company.<\/p>\n
ANNUAL AGENCY FEE: As agreed between Citibank and the Company.<\/p>\n
REPAYMENT: The Borrowers shall repay (i) each Advance
\n (including a Competitive Bid Advance) no
\n later than on the Commitment Termination Date
\n and (ii) each Competitive Bid Advance at the
\n maturity date specified in the applicable
\n Borrower’s notice requesting such Competitive
\n Bid Advance.<\/p>\n
OPTIONAL
\n PREPAYMENT: Advances (other than Competitive Bid
\n Advances) may be prepaid without penalty,
\n with notice not later than 11:00 A.M. for
\n Base Rate Advances, and with two business
\n days notice for Eurocurrency Rate Advances,
\n in minimum amounts of $10,000,000 and
\n increments of $1,000,000 in excess thereof.
\n The Borrowers will bear all costs related to
\n the prepayment of a Eurocurrency Rate Advance
\n prior to the last day of its Interest Period.
\n Competitive Bid Advances may not be prepaid
\n unless the invitation for Competitive Bid
\n Advances specifies the right to prepay, and
\n in such case the Borrowers will reimburse the
\n Lender(s) for any funding losses.<\/p>\n
LOAN
\n DOCUMENTATION: The commitments will be subject to
\n preparation, execution and delivery of
\n mutually acceptable loan documentation which
\n will contain conditions precedent,
\n representations and warranties, covenants,
\n events of default and other provisions
\n customary for facilities of this nature,
\n including, but not limited to, those noted
\n below. Except as otherwise specifically
\n stated in this term sheet, terms and
\n conditions set forth in documentation for the
\n 5-Year Facility shall be substantially the
\n same as such terms and conditions set forth
\n in the Company’s existing $750 million
\n five-year facility.<\/p>\n
DOLLAR EQUIVALENT
\n VALUE LIMITATION
\n FOR ALL ADVANCES: If at any time the dollar equivalent value of
\n all Advances exceeds 103% of the Facility
\n Amount, the Borrowers shall promptly make a
\n mandatory prepayment to reduce the dollar
\n equivalent value of all Advances to 100% of
\n the Facility Amount.<\/p>\n
DOLLAR EQUIVALENT
\n VALUE LIMITATION FOR
\n ADVANCES IN MAJOR
\n CURRENCIES: If at any time the dollar equivalent value of
\n all Advances in Major and Alternate
\n Currencies exceeds 110% of $200,000,000 (the
\n “Major Currency Sublimit”), the Borrowers
\n shall make a mandatory prepayment at the end
\n of the respective Interest Periods for such
\n Advances to reduce the dollar equivalent
\n value of all Advances in Major Currencies to
\n 100% of the Major Currency Sublimit.<\/p>\n
CONDITIONS
\n PRECEDENT TO
\n CLOSING: Customary for facilities of this nature,
\n including, but not limited to:<\/p>\n
(1) The Notes, if requested.<\/p>\n
(2) Board resolutions.<\/p>\n
(3) Incumbency certificate.<\/p>\n
(4) Favorable legal opinion from counsel for
\n the Company.<\/p>\n
(5) Favorable legal opinion from counsel for
\n the Agent.<\/p>\n
(6) Accuracy of representations and
\n warranties.<\/p>\n
(7) Amendment of the Borrowers’ existing
\n $750,000,000 credit facility to have
\n terms substantially similar to this
\n Facility.<\/p>\n
CONDITIONS PRECEDENT
\n TO INITIAL ADVANCE: The Lenders shall be satisfied that any
\n applicable state takeover law and any
\n supermajority charter provisions are not
\n applicable to the acquisition of the Target
\n or that any conditions for avoiding the
\n restrictions set forth therein have been
\n satisfied.<\/p>\n
CONDITIONS
\n PRECEDENT TO ALL
\n ADVANCES: Customary for facilities of this nature,
\n including, but not limited to:<\/p>\n
(1) All representations and warranties are
\n true and correct in all material
\n respects on and as of the date of the
\n Borrowing, before and after giving
\n effect to such Borrowing and to the
\n application of the proceeds therefrom,
\n as though made on and as of such date;
\n provided that the representation as to
\n no material adverse change shall be made
\n only at Closing and Extension of
\n Termination Date.<\/p>\n
(2) No Event of Default or event which, with
\n the giving of notice or passage of time
\n or both, would be an Event of Default,
\n has occurred and is continuing, or would
\n result from such Borrowing.<\/p>\n
CONDITIONS PRECEDENT TO
\n INITIAL ADVANCE TO EACH
\n BORROWER THAT IS A
\n DESIGNATED SUBSIDIARY: Customary for facilities of this nature,
\n including, but not limited to:<\/p>\n
(1) Such Borrower’s Note, if requested;<\/p>\n
(2) Representations by the Company that such
\n Borrower has received all governmental
\n authorizations, consents, approvals and
\n licenses under applicable laws and
\n regulations for such Borrower to execute
\n and deliver the Credit Agreement and to
\n perform its obligations thereunder;<\/p>\n
(3) Board resolutions of such Borrower;<\/p>\n
(4) Incumbency Certificate of such Borrower;<\/p>\n
(5) Designation Letter;<\/p>\n
(6) Accuracy of representations and
\n warranties of such Borrower;<\/p>\n
(7) Favorable legal opinion from counsel for
\n such Borrower.<\/p>\n
ADDITIONAL CONDITION
\n PRECEDENT TO COMPETITIVE
\n BID ADVANCES: The information provided by the applicable
\n Borrower does not contain an untrue statement
\n or omit to state any material fact necessary
\n to make the statements contained therein, in
\n light of the circumstances under which they
\n are made, not misleading.<\/p>\n
REPRESENTATIONS
\n AND WARRANTIES: Customary for facilities of this nature,
\n including, but not limited to:<\/p>\n
(1) Confirmation of corporate status and
\n authority;<\/p>\n
(2) Execution, delivery, and performance of
\n loan documents do not violate law or
\n existing agreements;<\/p>\n
(3) No government or regulatory approvals
\n required;<\/p>\n
(4) No litigation currently or threatened
\n which is likely to be determined
\n adversely so as to affect materially the
\n ability of the Company to pay its debts,
\n including the Advances, or which would
\n affect the legality, validity and
\n enforceability of the loan documents;<\/p>\n
(5) No material adverse change in financial
\n condition or results of operations or
\n prospects since December 31, 1997 for
\n the Company and its Consolidated
\n Subsidiaries taken as a whole;<\/p>\n
(6) Accuracy of information, financial
\n statements;<\/p>\n
(7) Material compliance with laws and
\n regulations, including ERISA and all
\n applicable environmental laws and
\n regulations;<\/p>\n
(8) Legality, validity, binding effect and
\n enforceability of the loan documents;<\/p>\n
(9) Not an investment company or public
\n utility holding company.<\/p>\n
FINANCIAL
\n COVENANTS: (1) Minimum Net Worth greater than or equal
\n to $3,300,000,000;<\/p>\n
(2) Limitation on Domestic Subsidiary
\n Indebtedness.<\/p>\n
OTHER COVENANTS: Customary for facilities of this nature,
\n including, but not limited to:<\/p>\n
(1) Preservation of corporate existence;<\/p>\n
(2) Material compliance with laws (including
\n ERISA and applicable environmental
\n laws);<\/p>\n
(3) Payment of taxes;<\/p>\n
(4) Payment of material obligations;<\/p>\n
(5) Visitation rights;<\/p>\n
(6) Maintenance of books and records;<\/p>\n
(7) Maintenance of properties;<\/p>\n
(8) Maintenance of insurance;<\/p>\n
(9) Negative pledge and limitations on liens
\n and secured debt with certain exceptions
\n essentially in conformity to Section
\n 1005 of the 1985 Indenture (which will
\n not be incorporated by reference, but
\n will be directly inserted);<\/p>\n
(10) Certain restrictions on change of
\n business, consolidations, mergers, sale
\n of assets;<\/p>\n
(11) Certain reporting requirements,
\n including financial and ERISA;<\/p>\n
(12) Use of proceeds;<\/p>\n
(13) Change of control.<\/p>\n
EVENTS OF DEFAULT: Customary for facilities of this nature,
\n including, but not limited to:<\/p>\n
(1) Failure to pay principal when due and
\n interest, Facility Fee and Utilization
\n Fee within three business days of when
\n due;<\/p>\n
(2) Representations or warranties materially
\n incorrect;<\/p>\n
(3) Failure to comply with covenants (with
\n notice and cure periods as applicable);<\/p>\n
(4) Cross-default to payment defaults on
\n principal aggregating $100,000,000,
\n excluding defaults on indebtedness to
\n any institution to the extent the
\n Company or a Subsidiary has deposits
\n with such institution sufficient to
\n repay such indebtedness, or to default
\n or event if the effect is to accelerate
\n or permit acceleration of any such debt.
\n This cross default provision shall not
\n apply to debt of any subsidiary or
\n affiliate of the Company located in
\n China, India, Commonwealth of
\n Independent States or Turkey provided
\n that such debt is not guaranteed or
\n supported in any legally enforceable
\n manner by any Borrower or by any
\n subsidiary or affiliate of the Company
\n located outside of these countries, and
\n such default is due to the direct or
\n indirect action of any government entity
\n or agency of these countries and
\n provided further each subsidiary to
\n which this exception applies shall not
\n have assets of more than $80 million
\n individually nor collectively $300
\n million measured as of the most recent
\n calendar quarter end;<\/p>\n
(5) Unsatisfied judgment or order in excess
\n of $100,000,000 individually or in the
\n aggregate. A carve-out will be provided
\n similar to that contained in the second
\n sentence of item (4) immediately above;<\/p>\n
(6) Bankruptcy\/insolvency;<\/p>\n
(7) ERISA Event and aggregate Plan
\n Insufficiencies exceed $100,000,000, or
\n Plan reorganization or termination
\n resulting in an increase in annual
\n contributions exceeding $100,000,000.<\/p>\n
ECONOMIC MONETARY
\n UNION: Appropriate language will be incorporated
\n into the 5-Year Facility to address certain
\n issues that will be raised by the
\n introduction of the Euro on January 1, 1999
\n and the removal from circulation of the
\n various national currency denominations on
\n and after January 1, 2002.<\/p>\n
OTHER: Loan documentation will include:<\/p>\n
(1) Indemnification of Agent and Lenders and
\n their respective affiliates, officers,
\n directors, employees, agents and
\n advisors for any liabilities and
\n expenses arising out of the 5-Year
\n Facility or the use of proceeds.<\/p>\n
(2) Normal agency language.<\/p>\n
(3) Majority Lenders defined as those
\n holding 51% of outstanding Advances
\n (excluding Competitive Bid Advances) or,
\n if none, Commitments. The consent of all
\n the Lenders will be required to increase
\n the size of the 5-Year Facility (other
\n than as provided for in the Commitment
\n Increase section), to extend the
\n maturity or to decrease interest rates
\n or fees.<\/p>\n
(4) The Company will have the right to
\n replace any Lender through assignment or
\n the addition of a new Lender, provided
\n that no Event of Default has occurred
\n and is continuing and no more than 3
\n Lenders in any calendar year may be
\n replaced.<\/p>\n
ASSIGNMENTS AND
\n PARTICIPATIONS: Each Lender will have the right to assign to
\n one or more Eligible Assignees all or a
\n portion of its rights and obligations under
\n the loan documents with the consent of the
\n Company (not to be reasonably withheld).
\n Minimum aggregate assignment level of
\n $10,000,000 and increments of $1,000,000 in
\n excess thereof. The parties to the assignment
\n (other than the Company) shall pay to the
\n Agent an administrative fee of $3,500 per
\n assignment.<\/p>\n
Each Lender will also have the right, without
\n the consent of the Company or the Agent, to
\n assign (i) as security, all or part of its
\n rights under the loan documents to any
\n Federal Reserve Bank and (ii) with notice to
\n the Company and the Agent, all or part of its
\n rights or obligations under the loan
\n documents to any of its affiliates.<\/p>\n
Each Lender will have the right to sell
\n participations in its rights and obligations
\n under the loan documents, subject to
\n customary restrictions on the participants’
\n voting rights. Each Lender selling a
\n participation shall notify the Company within
\n 30 days of such sale.<\/p>\n
YIELD PROTECTION,
\n TAXES, AND
\n OTHER DEDUCTIONS: (1) The loan documents will contain yield
\n protection provisions, customary for
\n facilities of this nature, protecting
\n the Lenders in the event of
\n unavailability of funding, funding
\n losses, reserve and capital adequacy
\n requirements.<\/p>\n
(2) All payments to be free and clear of any
\n present or future taxes, withholdings or
\n other deductions whatsoever (other than
\n income taxes in the jurisdiction of the
\n Lender’s applicable lending office).<\/p>\n
The Company will have the right to replace
\n any Lender which requests reimbursements for
\n amounts owing under (1) and (2) above,
\n provided that (i) no Event of Default, or
\n event which with the giving of notice or
\n lapse of time or both would be an Event of
\n Default, has occurred and is continuing, (ii)
\n the Company has satisfied all of its
\n obligations under the Facility relating to
\n such Lender, and (iii) any replacement is
\n acceptable to the Agent and the Company will
\n have paid the Agent a $3,500 administrative
\n fee if such replacement Lender is not an
\n existing Lender.<\/p>\n
GOVERNING LAW: State of New York.<\/p>\n
COUNSEL TO
\n THE AGENT: Shearman & Sterling<\/p>\n
EXPENSES: The Company shall reimburse each Arranger,
\n the Co-Arranger and Citibank for all agreed
\n out-of-pocket expenses incurred by them in
\n the negotiation, syndication and execution of
\n the Facility. Such expenses shall be
\n reimbursed by the Company upon presentation
\n of a statement of account, regardless of
\n whether the transaction contemplated is
\n actually completed or the loan documents are
\n signed.<\/p>\n
ALLIEDSIGNAL INC.<\/p>\n
$2,250,000,000 5-YEAR REVOLVING CREDIT FACILITY
\n PRICING GRID<\/p>\n
\n\n============================================================================================<\/p>\n
LEVEL 1 LEVEL 2 LEVEL 3 LEVEL 4 LEVEL 5 LEVEL 6
\n————- ———– ———— ———– ———– ———— ———
\n
\nBASIS FOR LT Senior LT Senior LT Senior LT Senior LT Senior LT Senior
\nPRICING Unsecured Unsecured Unsecured Unsecured Unsecured Unsecured
\n Debt Debt Rated Debt Debt Debt Rated Debt
\n Rated At Less Than Rated Rated Less Than Rated
\n Least A Level 1 Less Than Less Level 4 Less Than
\n By But At Level 2 Than But At Level 5.
\n Standard Least A- But At Level 3 Least BBB-
\n & Poor’s By Least But At By
\n Or A2 By Standard & BBB+ By Least BBB Standard & Moody’s. Poor’s Or Standard By Poor’s Or
\n A3 by & Poor’s Standard BAA3 By
\n Moody’s. Or BAA1 & Poor’s Moody’s.
\n by Or BAA2
\n Moody’s. By
\n Moody’s.
\n————- ———– ———— ———– ———– ———— ———
\nFACILITY 7.5 bps 9.0 bps 10.5 bps 12.0 bps 14.5 bps 25.0 bps
\nFEE(FN1)
\n————- ———– ———— ———– ———– ———— ———
\nAPPLICABLE 15.0 bps 18.5 bps 24.5 bps 28.50bps 38.0 bps 45.0 bps
\nMARGIN
\n————- ———– ———— ———– ———– ———— ———
\nDRAWN LIBOR LIBOR LIBOR LIBOR LIBOR LIBOR
\nCOST(FN2) +22.5 bps +27.5 bps +35.0 bps +40.0 bps +52.5 bps +70.0 bps
\n————- ———– ———— ———– ———– ———— ———
\nUTILIZATION 0.0 bps 2.5 bps 2.5 bps 5.0 bps 5.0 bps 5.0 bps
\nFEE (USAGE
\n(greater
\nthan or
\nequal to)
\n33 1\/3% AND
\n(less than)
\n66 2\/3%)
\n————- ———– ———— ———– ———– ———— ———<\/p>\nUTILIZATION 2.5 bps 5.0 bps 5.0 bps 10.0 bps 10.0 bps 17.5 bps
\nFEE (USAGE
\n(greater
\nthan or
\nequal to)
\n66 2\/3%)
\n————- ———– ———— ———– ———– ———— ———
\nFULLY DRAWN LIBOR LIBOR LIBOR LIBOR LIBOR LIBOR
\nCOST(FN3) +25.0 bps +32.5 bps +40.0 bps +50.0 bps +62.5 bps +87.5 bps<\/p>\n
============================================================================================<\/p>\n
\n (1) Paid quarterly in arrears on each bank’s commitment irrespective of usage.
\n (2) Facility Fee plus Applicable Margin.
\n (3) Drawn Cost plus Utilization Fee.
\n bps = basis points per annum
\n<\/fn>
\n<\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n ALLIEDSIGNAL INC.<\/p>\n
SUMMARY OF TERMS AND CONDITIONS
\n $900,000,000 364-DAY MULTI CURRENCY REVOLVING CREDIT FACILITY
\n WITH ONE YEAR TERM-OUT OPTION<\/p>\n
BORROWERS: AlliedSignal Inc. (the “Company”) and any
\n Designated Subsidiaries (together with the
\n Company, the “Borrowers”), fully and
\n unconditionally guaranteed by the Company.<\/p>\n
FACILITY AMOUNT: $900,000,000.<\/p>\n
TYPE OF FACILITY: 364-day unsecured revolving credit facility (the
\n “Backstop Facility”). Provided there is no default
\n or Event of Default, the Company will have the
\n option, on the Commitment Termination Date, to
\n convert outstanding Advances into a term loan
\n maturing no later than the first anniversary of
\n the Commitment Termination Date (the “Term Loan
\n Conversion Option”).<\/p>\n
PURPOSE: Finance the acquisition of AMP Inc. (the “Target”)
\n and general corporate purposes, including
\n commercial paper backstop.<\/p>\n
ADMINISTRATIVE AGENT: Citibank, N.A. (“Citibank”, or the “Agent”).<\/p>\n
BOOKRUNNER: Salomon Smith Barney Inc. (“SSB”).<\/p>\n
ARRANGERS: Banque Nationale de Paris (“BNP”), Barclays
\n Capital, the investment banking division of
\n Barclays Bank PLC, Deutsche Bank Securities Inc.,
\n J.P. Morgan Securities Inc., NationsBanc
\n Montgomery Securities LLC and SSB.<\/p>\n
LENDERS: Citibank, Bank of America NT&SA (“BofA”), BNP,
\n Barclays Bank PLC (“Barclays”), Deutsche Bank AG,
\n New York Branch and\/or Cayman Islands Branch
\n (“Deutsche”), Morgan Guaranty Trust Company of New
\n York (“Morgan”) and other financial institutions
\n acceptable to the Arrangers and the Company.<\/p>\n
CLOSING DATE: Such date as may be agreed upon by the Company,
\n the Arrangers and the Agent.<\/p>\n
COMMITMENT
\nTERMINATION DATE: 364 days from the Closing Date, subject to the
\n Renewal of Commitments section.<\/p>\n
FINAL
\nMATURITY DATE: The Commitment Termination Date, provided that, if
\n the Company elects the Term Loan Conversion
\n Option, the Final Maturity Date will be the first
\n anniversary of the Commitment Termination Date.<\/p>\n
ADVANCES: At the applicable Borrower’s option, either
\n Eurocurrency Rate Advances, Base Rate Advances or
\n Competitive Bid Advances. Each Lender will be
\n severally obligated to make its pro rata share of
\n any Eurocurrency Rate Advance or Base Rate
\n Advance. Eurocurrency Rate Advances, at the
\n applicable Borrower’s option, may be made in U.S.
\n Dollars, Pounds Sterling, Deutsche Marks, French
\n Francs, Euros\/Ecu and Japanese Yen (the “Major
\n Currencies”).<\/p>\n
RENEWAL OF
\nCOMMITMENTS: At least 45 but no earlier than 60 days prior to
\n each anniversary date of the Backstop Facility and
\n provided all representations and warranties are
\n true and correct in all material respects and no
\n Event of Default has occurred and is continuing,
\n the Company may request that the Lenders extend
\n for an additional 364 days the then applicable
\n Commitment Termination Date. The Company may
\n replace any non-consenting Lender by assignment to
\n any consenting Lender or new Lender, or by
\n termination of a non-consenting Lender’s
\n commitment.<\/p>\n
COMMITMENT
\nREDUCTION: The Company will have the right, upon at least
\n three business days’ notice, to terminate or
\n cancel, in whole or in part, the unused portion of
\n the Backstop Facility Amount in excess of the
\n aggregate outstanding Competitive Bid Advances,
\n provided that each partial reduction shall be in a
\n minimum amount of $10,000,000 or any whole
\n multiple of $1,000,000 in excess thereof. Once
\n terminated, a commitment may not be reinstated.<\/p>\n
FACILITY FEE: At all times unless the Term Loan Conversion
\n Option has been selected and is in effect, an
\n amount which will vary as per attached Pricing
\n Grid, based on the Company’s long-term senior
\n unsecured non-credit enhanced debt ratings,
\n payable on each Lender’s commitment, irrespective
\n of usage, quarterly in arrears on the last day of
\n each March, June, September and December, and on
\n the Commitment Termination Date. The Facility Fee
\n shall be calculated on the basis of actual number
\n of days elapsed in a year of 365\/366 days. No
\n Facility Fee will be payable after the Term Loan
\n Conversion Option has been selected and is in
\n effect.<\/p>\n
INTEREST RATES AND
\nINTEREST PERIODS: At the applicable Borrower’s option, any Advance
\n that is made to it will be available at the rates
\n and for the Interest Periods stated below:<\/p>\n
a) Base Rate: a fluctuating rate equal to the
\n Base Rate plus the Applicable Margin.<\/p>\n
The Base Rate is a fluctuating rate per annum
\n equal at all times to the highest of (i)
\n Citibank’s publicly announced “base” rate,
\n (ii) 1\/2 of 1% percent per annum above the
\n latest three-week moving average of secondary
\n market morning offering rates in the United
\n States for three-month certificates of
\n deposit of major U.S. money market banks,
\n adjusted to the nearest 1\/16 of 1%, and (iii)
\n a rate equal to 1\/2 of 1% per annum above the
\n weighted average of the rates on overnight
\n Federal funds transactions with members of
\n the Federal Reserve System arranged by
\n Federal funds brokers.<\/p>\n
b) Eurocurrency Rate: a periodic fixed rate
\n equal to the Eurocurrency Rate plus the
\n Applicable Margin.<\/p>\n
The Eurocurrency Rate, which is a rate per
\n annum equal to the London Interbank Offered
\n Rate as determined by reference to Dow Jones
\n Markets screen 3750 (or other applicable
\n pages with respect to a Major Currency), or
\n if not applicable the average rate per annum
\n (rounded upward to the nearest 1\/16 of 1%) at
\n which deposits in the applicable Major
\n Currency are offered by the Reference Banks
\n to prime banks in the London interbank market
\n at 11:00 A.M. (London time) two business days
\n before the first day of the Interest Period
\n and in amounts approximately equal to the
\n Reference Banks’ pro rata share of the
\n contemplated Advance for a given Interest
\n Period and with a maturity equal to such
\n Interest Period, adjusted for reserve
\n requirements and, in the case of particular
\n Major Currencies, as appropriate for such
\n currencies. The Eurocurrency Rate shall be
\n fixed for Interest Periods of 1, 2, 3, 6 or 9
\n months if available to all Lenders.<\/p>\n
APPLICABLE MARGIN: The Applicable Margin means:<\/p>\n
(i) for Base Rate Advances, 0.00 basis points per
\n annum;<\/p>\n
(ii) for Eurocurrency Rate Advances, (i) at all
\n times unless the Term Loan Conversion Option
\n has been selected and is in effect an amount
\n which will vary as per the attached Pricing
\n Grid, based on the Company’s long-term senior
\n unsecured non-credit enhanced debt ratings
\n and, (ii) if the Term Loan Conversion Option
\n has been selected and is in effect, an amount
\n which will vary as per the attached Term-Out
\n Option Pricing Grid.<\/p>\n
Upon the occurrence and during the continuance of
\n any monetary Event of Default, the Applicable
\n Margin will increase by 100 basis points per
\n annum, and if such Advance is a Eurocurrency Rate
\n Advance, it will convert to a Base Rate Advance at
\n the end of the Interest Period then in effect for
\n such Eurocurrency Rate Advance.<\/p>\n
REFERENCE BANKS: Citibank, BofA, BNP, Barclays, Deutsche and
\n Morgan.<\/p>\n
INTEREST PAYMENTS: At the end of each Interest Period for each
\n Advance, but no less frequently than quarterly.
\n Interest will be computed on a 365\/366-day basis
\n for Base Rate Advances and a 360-day basis for
\n Eurocurrency Rate Advances.<\/p>\n
UTILIZATION FEE: As per the attached Pricing Grid, based on the
\n Company’s long-term senior unsecured
\n non-credit-enhanced debt ratings. The Utilization
\n Fee will be added to the Applicable Margin for any
\n date where outstanding Advances exceed 33 1\/3% and
\n 66 2\/3% of commitments. The Utilization Fee will
\n be calculated on a 360-day basis and will be
\n payable on the same basis as interest.<\/p>\n
BORROWINGS: Borrowings shall be in minimum principal amounts
\n of $10,000,000 and integral multiples of
\n $1,000,000 in excess thereof. All Advances (other
\n than Competitive Bid Advances) shall be made by
\n the Lenders ratably in proportion to their
\n respective Commitments. Other than Competitive Bid
\n Advances, borrowings will be available on same day
\n notice for Base Rate Advances and 3 business days
\n notice for Eurocurrency Rate Advances.<\/p>\n
AVAILABILITY: From the Closing Date and prior to the Commitment
\n Termination Date, the Borrowers may, subject to
\n the terms of the Backstop Facility, borrow, repay
\n and reborrow.<\/p>\n
COMPETITIVE BID
\nOPTION: The Borrowers may request the Agent to solicit
\n competitive bids from the Lenders (individually a
\n “Bidder” and collectively the “Bidders”) for
\n Advances in U.S. Dollars or Foreign Currencies
\n (meaning any currency other than U.S. Dollars
\n which is freely transferable and convertible into
\n U.S. Dollars), for requested maturities of 5 days
\n or more. Each Bidder will bid at its discretion.
\n Each Borrower’s notice requesting such bids will
\n be given to the Agent at least 1 business day
\n prior to the proposed Advance date for fixed rate
\n U.S. Dollar based bids, at least 4 business days
\n prior to the proposed Advance date for
\n Eurocurrency Rate U.S. Dollar based bids, at least
\n 3 business days prior to the proposed Advance date
\n for fixed or local rate based bids in Foreign
\n Currencies and at least 5 business days prior to
\n the proposed Advance date for Eurocurrency Rate
\n based bids in Foreign Currencies, and will specify
\n the proposed date of Advance, amount, currency and
\n maturity date of the proposed Advance, interest
\n payment schedule, the interest rate basis to be
\n used by the Bidders in bidding, the location of
\n such Borrower’s account to which funds are to be
\n advanced, and such other terms as such Borrower
\n may specify. The Agent will advise the Bidders of
\n the terms of the applicable Borrower’s notice, and
\n such Bidders as elect may submit bids, which the
\n Agent shall provide to such Borrower.<\/p>\n
The Borrower giving the notice may accept one or
\n more bids, provided that the aggregate outstanding
\n Advances of all Lenders on the date of, and after
\n giving effect to, any Competitive Bid Advance
\n shall not exceed the aggregate Commitments at such
\n time. Bids will be accepted in order of the lowest
\n to the highest rates (“Bid Rates”). The Borrowers
\n may not accept bids in excess of the requested bid
\n amount for any maturity. If two or more Bidders
\n bid at the same Bid Rate, the amount to be
\n borrowed at such Bid Rate will be allocated among
\n such Bidders in proportion to the amount which
\n each Bidder bid at such Bid Rate.<\/p>\n
Each Borrowing under the Competitive Bid Option
\n shall be in an amount of not less than $10,000,000
\n and integral multiples of $1,000,000 in excess
\n thereof. While any such Borrowing is outstanding,
\n it will be deemed usage of the Backstop Facility
\n for the purposes of availability and the
\n Commitment of each Lender (whether or not a
\n Bidder) shall be reduced and deemed used for all
\n purposes by its pro rata share (based on its
\n respective Commitment) of an amount equal to the
\n outstanding amount of such Borrowing. However,
\n each Lender’s Advance made under the Competitive
\n Bid Option shall not reduce such Lender’s
\n obligation to lend its pro rata share of the
\n remaining undrawn Commitment.<\/p>\n
COMPETITIVE BID
\nADMINISTRATIVE FEE: As agreed between Citibank and the Company.<\/p>\n
ANNUAL AGENCY FEE: As agreed between Citibank and the Company.<\/p>\n
REPAYMENT: The Borrowers will repay (i) each Advance (other
\n than a Competitive Bid Advance) no later than on
\n the Commitment Termination Date, subject to the
\n Term Loan Conversion Option and (ii) each
\n Competitive Bid Advance at the maturity date
\n specified in the applicable Borrower’s notice
\n requesting such Competitive Bid Advance.<\/p>\n
OPTIONAL
\nPREPAYMENT: Advances (other than Competitive Bid Advances) may
\n be prepaid without penalty, with notice not later
\n than 11:00 A.M. for Base Rate Advances, and with
\n two business days notice for Eurocurrency Rate
\n Advances, in minimum amounts of $10,000,000 and
\n increments of $1,000,000 in excess thereof. The
\n Borrowers will bear all costs related to the
\n prepayment of a Eurocurrency Rate Advance prior to
\n the last day of its Interest Period. Competitive
\n Bid Advances may not be prepaid unless the
\n invitation for Competitive Bid Advances specifies
\n the right to prepay, and in such case the
\n Borrowers will reimburse the Lender(s) for any
\n funding losses.<\/p>\n
MANDATORY PREPAYMENT
\nAND COMMITMENT
\nTERMINATION: The Commitments shall be terminated and the
\n Borrowers shall repay all outstanding Advances on
\n the closing date of the $7,000,000,000 364-Day
\n Credit Facility.<\/p>\n
LOAN
\nDOCUMENTATION: The commitments will be subject to preparation,
\n execution and delivery of mutually acceptable loan
\n documentation which will contain conditions
\n precedent, representations and warranties,
\n covenants, events of default and other provisions
\n customary for facilities of this nature,
\n including, but not limited to, those noted below.
\n Except as otherwise specifically stated in this
\n term sheet, terms and conditions set forth in
\n documentation for the Backstop Facility shall be
\n substantially the same as such terms and
\n conditions set forth in the Company’s existing
\n $750 million five-year credit facility.<\/p>\n
DOLLAR EQUIVALENT
\nVALUE LIMITATION
\nFOR ALL ADVANCES: If at any time the dollar equivalent value of all
\n Advances exceeds 103% of the Facility Amount, the
\n Borrowers shall promptly make a mandatory
\n prepayment to reduce the dollar equivalent value
\n of all Advances to 100% of the Facility Amount.<\/p>\n
DOLLAR EQUIVALENT
\nVALUE LIMITATION FOR
\nADVANCES IN MAJOR
\nCURRENCIES: If at any time the dollar equivalent value of all
\n Advances in Major and Alternate Currencies exceeds
\n 110% of $200,000,000 (the “Major Currency
\n Sublimit”), the Borrowers shall make a mandatory
\n prepayment at the end of the respective Interest
\n Periods for such Advances to reduce the dollar
\n equivalent value of all Advances in Major
\n Currencies to 100% of the Major Currency Sublimit.<\/p>\n
CONDITIONS
\nPRECEDENT TO
\nCLOSING: Customary for facilities of this nature,
\n including, but not limited to:<\/p>\n
(1) The Notes, if requested.<\/p>\n
(2) Board resolutions.<\/p>\n
(3) Incumbency certificate.<\/p>\n
(4) Favorable legal opinion from counsel for the
\n Company.<\/p>\n
(5) Favorable legal opinion from counsel for the
\n Agent.<\/p>\n
(6) Accuracy of representations and warranties.<\/p>\n
CONDITIONS
\nPRECEDENT TO ALL
\nADVANCES: Customary for facilities of this nature,
\n including, but not limited to:<\/p>\n
(1) All representations and warranties are true
\n and correct in all material respects on and
\n as of the date of the Borrowing, before and
\n after giving effect to such Borrowing and to
\n the application of the proceeds therefrom, as
\n though made on and as of such date; provided
\n that the representation as to no material
\n adverse change shall be made only at Closing
\n and Renewal of Commitments.<\/p>\n
(2) No Event of Default or event which, with the
\n giving of notice or passage of time or both,
\n would be an Event of Default, has occurred
\n and is continuing, or would result from such
\n Borrowing.<\/p>\n
CONDITIONS PRECEDENT TO
\nINITIAL ADVANCE TO EACH
\nBORROWER THAT IS A
\nDESIGNATED SUBSIDIARY: Customary for facilities of this nature,
\n including, but not limited to:<\/p>\n
(1) Such Borrower’s Note if requested;<\/p>\n
(2) Representations by the Company that such
\n Borrower has received all governmental
\n authorizations, consents, approvals and
\n licenses under applicable laws and
\n regulations for such Borrower to execute and
\n deliver the Credit Agreement and to perform
\n its obligations thereunder;<\/p>\n
(3) Board resolutions of such Borrower;<\/p>\n
(4) Incumbency Certificate of such Borrower;<\/p>\n
(5) Designation Letter;<\/p>\n
(6) Accuracy of representations and warranties of
\n such Borrower; <\/p>\n
(7) Favorable legal opinion from counsel for such
\n Borrower.<\/p>\n
ADDITIONAL CONDITION
\nPRECEDENT TO COMPETITIVE
\nBID ADVANCES: The information provided by the applicable
\n Borrower does not contain an untrue statement or
\n omit to state any material fact necessary to make
\n the statements contained therein, in light of the
\n circumstances under which they are made, not
\n misleading.<\/p>\n
REPRESENTATIONS
\nAND WARRANTIES: Customary for facilities of this nature,
\n including, but not limited to:<\/p>\n
(1) Confirmation of corporate status and
\n authority;<\/p>\n
(2) Execution, delivery, and performance of loan
\n documents do not violate law or existing
\n agreements;<\/p>\n
(3) No government or regulatory approvals
\n required;<\/p>\n
(4) No litigation currently or threatened which
\n is likely to be determined adversely so as to
\n affect materially the ability of the Company
\n to pay its debts, including the Advances, or
\n which would affect the legality, validity and
\n enforceability of the loan documents;<\/p>\n
(5) No material adverse change in financial
\n condition or results of operations or
\n prospects since December 31, 1997 for the
\n Company and its Consolidated Subsidiaries
\n taken as a whole;<\/p>\n
(6) Accuracy of information, financial
\n statements;<\/p>\n
(7) Material compliance with laws and
\n regulations, including ERISA and all
\n applicable environmental laws and
\n regulations;<\/p>\n
(8) Legality, validity, binding effect and
\n enforceability of the loan documents;<\/p>\n
(9) Not an investment company or public utility
\n holding company.<\/p>\n
FINANCIAL
\nCOVENANTS: (1) Minimum Net Worth greater than or equal to
\n $3,100,000,000;<\/p>\n
(2) Limitation on Domestic Subsidiary
\n Indebtedness.<\/p>\n
COVENANTS: Customary for facilities of this nature,
\n including, but not limited to:<\/p>\n
(1) Preservation of corporate existence;<\/p>\n
(2) Material compliance with laws (including
\n ERISA and applicable environmental laws);<\/p>\n
(3) Payment of taxes;<\/p>\n
(4) Payment of material obligations;<\/p>\n
(5) Visitation rights;<\/p>\n
(6) Maintenance of books and records;<\/p>\n
(7) Maintenance of properties;<\/p>\n
(8) Maintenance of insurance;<\/p>\n
(9) Negative pledge and limitations on liens and
\n secured debt with certain exceptions
\n essentially in conformity to Section 1005 of
\n the 1985 Indenture (which will not be
\n incorporated by reference, but will be
\n directly inserted);<\/p>\n
(10) Certain restrictions on change of business,
\n consolidations, mergers, sale of assets;<\/p>\n
(11) Certain reporting requirements, including
\n financial and ERISA;<\/p>\n
(12) Use of proceeds;<\/p>\n
(13) Change of control.<\/p>\n
EVENTS OF DEFAULT: Customary for facilities of this nature,
\n including, but not limited to:<\/p>\n
(1) Failure to pay principal when due and
\n interest, Facility Fee and Utilization Fee
\n within three business days of when due;<\/p>\n
(2) Representations or warranties materially
\n incorrect;<\/p>\n
(3) Failure to comply with covenants (with notice
\n and cure periods as applicable);<\/p>\n
(4) Cross-default to payment defaults on
\n principal aggregating $100,000,000, excluding
\n defaults on indebtedness to any institution
\n to the extent the Company or a Subsidiary has
\n deposits with such institution sufficient to
\n repay such indebtedness, or to default or
\n event if the effect is to accelerate or
\n permit acceleration of any such debt. This
\n cross default provision shall not apply to
\n debt of any subsidiary or affiliate of the
\n Company located in China, India, Commonwealth
\n of Independent States or Turkey provided that
\n such debt is not guaranteed or supported in
\n any legally enforceable manner by any
\n Borrower or by any subsidiary or affiliate of
\n the Company located outside of these
\n countries, and such default is due to the
\n direct or indirect action of any government
\n entity or agency of these countries and
\n provided further each subsidiary to which
\n this exception applies shall not have assets
\n of more than $80 million individually nor
\n collectively $300 million measured as of the
\n most recent calendar quarter end;<\/p>\n
(5) Unsatisfied judgment or order in excess of
\n $100,000,000 individually or in the
\n aggregate. A carve-out will be provided
\n similar to that contained in the second
\n sentence of item (4) immediately above;<\/p>\n
(6) Bankruptcy\/insolvency;<\/p>\n
(7) ERISA Event and aggregate Plan
\n Insufficiencies exceed $100,000,000, or Plan
\n reorganization or termination resulting in an
\n increase in annual contributions exceeding
\n $100,000,000.<\/p>\n
ECONOMIC MONETARY
\nUNION: Appropriate language will be incorporated into the
\n Backstop Facility to address certain issues that
\n will be raised by the introduction of the Euro on
\n January 1, 1999 and the removal from circulation
\n of the various national currency denominations on
\n and after January 1, 2002.<\/p>\n
OTHER: Loan documentation will include:<\/p>\n
(1) Indemnification of Agent and Lenders and
\n their respective affiliates, officers,
\n directors, employees, agents and advisors for
\n any liabilities and expenses arising out of
\n the Backstop Facility or the use of proceeds.<\/p>\n
(2) Normal agency language.<\/p>\n
(3) Majority Lenders defined as those holding 51%
\n of outstanding Advances (excluding
\n Competitive Bid Advances) or, if none,
\n Commitments. The consent of all the Lenders
\n will be required to increase the size of the
\n Backstop Facility, to extend the maturity or
\n to decrease interest rates or fees.<\/p>\n
(4) The Company will have the right to replace
\n any Lender through assignment or the addition
\n of a new Lender provided that no Event of
\n Default has occurred and is continuing and no
\n more than 3 Lenders in any calendar year may
\n be replaced.<\/p>\n
ASSIGNMENTS AND
\nPARTICIPATIONS: Each Lender will have the right to assign to one
\n or more Eligible Assignees all or a portion of its
\n rights and obligations under the loan documents
\n with the consent of the Company (not to be
\n unreasonably withheld). Minimum aggregate
\n assignment level of $10,000,000 and increments of
\n $1,000,000 in excess thereof. The parties to the
\n assignment (other than the Company) shall pay to
\n the Agent an administrative fee of $3,500 per
\n assignment.<\/p>\n
Each Lender will also have the right, without the
\n consent of the Company or the Agent, to assign (i)
\n as security, all or part of its rights under the
\n loan documents to any Federal Reserve Bank and
\n (ii) with notice to the Company and the Agent, all
\n or part of its rights or obligations under the
\n loan documents to any of its affiliates.<\/p>\n
Each Lender will have the right to sell
\n participations in its rights and obligations under
\n the loan documents, subject to customary
\n restrictions on the participants’ voting rights.
\n Each Lender selling a participation shall notify
\n the Company within 30 days of such sale.<\/p>\n
YIELD PROTECTION,
\nTAXES, AND
\nOTHER DEDUCTIONS: (1) The loan documents will contain yield protection
\n provisions, customary for facilities of this
\n nature, protecting the Lenders in the event of
\n unavailability of funding, funding losses,
\n reserve and capital adequacy requirements.<\/p>\n
(2) All payments to be free and clear of any
\n present or future taxes, withholdings or
\n other deductions whatsoever (other than
\n income taxes in the jurisdiction of the
\n Lender’s applicable lending office).<\/p>\n
The Company will have the right to replace
\n any Lender which requests reimbursements for
\n amounts owing under (1) and (2) above
\n provided that (i) no Event of Default, or
\n event which with the giving of notice or
\n lapse of time or both would be an Event of
\n Default, has occurred and is continuing, (ii)
\n the Company has satisfied all of its
\n obligations under the Facility relating to
\n such Lender, and (iii) any replacement is
\n acceptable to the Agent and the Company will
\n have paid the Agent a $3,500 administrative
\n fee if such replacement Lender is not an
\n existing Lender.<\/p>\n
GOVERNING LAW: State of New York.<\/p>\n
COUNSEL TO
\nTHE AGENT: Shearman & Sterling<\/p>\n
EXPENSES: The Company shall reimburse each Arranger and
\n Citibank for all agreed out-of-pocket expenses
\n incurred by them in the negotiation, syndication
\n and execution of the Facility. Such expenses shall
\n be reimbursed by the Company upon presentation of
\n a statement of account, regardless of whether the
\n transaction contemplated is actually completed or
\n the loan documents are signed.<\/p>\n
ALLIEDSIGNAL INC.<\/p>\n
$900,000,000 364-DAY REVOLVING CREDIT FACILITY
\n PRICING GRID<\/p>\n
\n\n==================================================================================================================
\n LEVEL 1 LEVEL 2 LEVEL 3 LEVEL 4 LEVEL 5 LEVEL 6
\n——————————————————————————————————————
\n
\nBASIS FOR LT Senior LT Senior LT Senior LT Senior LT Senior LT Senior
\nPRICING Unsecured Debt Unsecured Debt Unsecured Debt Unsecured Debt Unsecured Debt Unsecured Debt
\n Rated At Least Rated Less Than Rated Less Rated Less Rated Less Than Rated Less
\n A By Standard Level 1 But At Than Level 2 Than Level 3 Level 4 But At Than Level 5.
\n & Poor’s Or A2 Least A- By But At Least But At Least Least BBB- By
\n By Moody’s. Standard & BBB+ By BBB By Standard & Poor’s Or A3 By Standard & Standard & Poor’s Or BAA3
\n Moody’s. Poor’s Or BAA1 Poor’s Or BAA2 By Moody’s.
\n By Moody’s. By Moody’s.<\/p>\n——————————————————————————————————————<\/p>\n
FACILITY FEE 5.5 bps 7.0 bps 8.5 bps 9.5 bps 12.0 bps 20.0 bps
\n(FN1)<\/p>\n
——————————————————————————————————————<\/p>\n
APPLICABLE 17.0 bps 20.5 bps 26.5 bps 30.5 bps 40.5 bps 50.0 bps
\nMARGIN<\/p>\n
——————————————————————————————————————<\/p>\n
DRAWN COST LIBOR+22.5 bps LIBOR+27.5 bps LIBOR+35.0 bps LIBOR+40.0 bps LIBOR+52.5 bps LIBOR+70.0 bps
\n(FN2)<\/p>\n
——————————————————————————————————————<\/p>\n
UTILIZATION FEE
\n(USAGE (greater 0.0 bps 2.5 bps 2.5 bps 5.0 bps 5.0 bps 5.0 bps
\nthan or equal
\nto) 33 1\/3 AND
\n(less than)
\n66 2\/3%)<\/p>\n
——————————————————————————————————————<\/p>\n
UTILIZATION FEE
\n(USAGE (greater 2.5 bps 5.0 bps 5.0 bps 10.0 bps 10.0 bps 17.5 bps
\nthan or equal
\nto) 66 2\/3%)<\/p>\n
——————————————————————————————————————<\/p>\n
FULLY DRAWN LIBOR+25.0 bps LIBOR+32.5 bps LIBOR+40.0 bps LIBOR+50.0 bps LIBOR+62.5 bps LIBOR+87.5 bps
\nCOST(FN3)<\/p>\n
==================================================================================================================<\/p>\n
———————
\n
\n(1) Paid quarterly in arrears on each bank’s commitment irrespective of usage.
\n(2) Facility Fee plus Applicable Margin.
\n(3) Drawn Cost plus Utilization Fee.
\nbps = basis points per annum
\n<\/fn>
\n<\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n ALLIEDSIGNAL INC.<\/p>\n
$900,000,000 ONE YEAR TERM-OUT OPTION
\n PRICING GRID<\/p>\n
\n\n==================================================================================================================
\n LEVEL 1 LEVEL 2 LEVEL 3 LEVEL 4 LEVEL 5 LEVEL 6
\n——————————————————————————————————————
\n
\nBASIS FOR LT Senior LT Senior LT Senior LT Senior LT Senior LT Senior
\nPRICING Unsecured Debt Unsecured Debt Unsecured Debt Unsecured Debt Unsecured Debt Unsecured Debt
\n Rated At Least Rated Less Than Rated Less Rated Less Rated Less Than Rated Less
\n A By Standard Level 1 But At Than Level 2 Than Level 3 Level 4 But At Than Level 5.
\n & Poor’s Or A2 Least A- By But At Least But At Least Least BBB-By
\n By Moody’s. Standard & BBB+ By BBB By Standard & Poor’s Or A3 By Standard & Standard & Poor’s Or BAA3
\n Moody’s. Poor’s Or BAA1 Poor’s Or BAA2 By Moody’s.
\n By Moody’s. By Moody’s.<\/p>\n——————————————————————————————————————<\/p>\n
APPLICABLE 22.5 bps 27.5 bps 35.0 bps 40.0 bps 52.5 bps 70.0 bps
\nMARGIN<\/p>\n
——————————————————————————————————————<\/p>\n
UTILIZATION FEE
\n(USAGE 0.0 bps 2.5 bps 2.5 bps 5.0 bps 5.0 bps 5.0 bps
\n(greater than
\nor equal to)
\n33 1\/3% AND
\n(less than)
\n 66 2\/3%)<\/p>\n
——————————————————————————————————————<\/p>\n
UTILIZATION FEE
\n(USAGE
\n(greater than
\nor equal to)
\n66 2\/3%) 2.5 bps 5.0 bps 5.0 bps 10.0 bps 10.0 bps 17.5 bps<\/p>\n
——————————————————————————————————————<\/p>\n
FULLY DRAWN LIBOR+25.0 bps LIBOR+32.5 bps LIBOR+40.0 bps LIBOR+50.0 bps LIBOR+62.5 bps LIBOR+87.5 bps
\nCOST(FN1)<\/p>\n
——————————————————————————————————————<\/p>\n
———————
\n<\/p>\n(1) Applicable Margin plus Utilization Fee.
\nbps = basis points per annum<\/p>\n
<\/fn><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846,6855,7104,7791],"corporate_contracts_industries":[9473,9415],"corporate_contracts_types":[9561,9560],"class_list":["post-40909","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-barclays-plc","corporate_contracts_companies-citigroup-inc","corporate_contracts_companies-honeywell-international-inc","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_industries-financial__banks","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40909","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40909"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40909"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40909"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40909"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}