{"id":40961,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/credit-agreement-gillette-co-banks-and-morgan-guaranty-trust.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"credit-agreement-gillette-co-banks-and-morgan-guaranty-trust","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/credit-agreement-gillette-co-banks-and-morgan-guaranty-trust.html","title":{"rendered":"Credit Agreement &#8211; Gillette Co., Banks and Morgan Guaranty Trust Co. of New York."},"content":{"rendered":"<pre>\n                                                                [CONFORMED COPY]\n\n                      AMENDED AND RESTATED CREDIT AGREEMENT\n\n      AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 17, 2000 among\nTHE GILLETTE COMPANY (the \"Borrower\"), the BANKS listed on the signature pages\nhereof (the \"Banks\") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent\n(the \"Agent\").\n\n                               W I T N E S S E T H\n\n      WHEREAS, the parties hereto have heretofore entered into a 364-Day Credit\nAgreement dated as of December 20, 1996, amendments and restatements thereof\ndated as of October 20, 1997, October 19, 1998, and October 18, 1999 and the\nsupplement thereof dated as of March 24, 2000 (the \"Agreement\");\n\n      WHEREAS, at the date hereof, there are no Loans outstanding under the\nAgreement; and\n\n      WHEREAS, the parties hereto desire to amend the Agreement as set forth\nherein and to restate the Agreement in its entirety to read as set forth in the\nAgreement with the amendments specified below;\n\n      NOW, THEREFORE, the parties hereto agree as follows:\n\n      SECTION 1. Definitions; References. Unless otherwise specifically defined\nherein, each capitalized term used herein which is defined in the Agreement\nshall have the meaning assigned to such term in the Agreement. Each reference to\n\"hereof\", \"hereunder\", \"herein\" and \"hereby\" and each other similar reference\nand each reference to \"this Agreement\" and each other similar reference\ncontained in the Agreement shall from and after the date hereof refer to the\nAgreement as amended and restated hereby.\n\n      SECTION 2. Amendment of the Agreement.\n\n      (a) The following definition in Section 1.01 is amended to read as\nfollows:\n\n            \"Termination Date\" means October 16, 2001, or, if such day is not a\n      Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.\n\n\n      (b) The definition of \"Refunding Borrowing\" in Section .01 is deleted.\n\n      (c) Section 3.02(d) is amended to read as follows:\n\n            (d) the fact that the representations and warranties of the Company\n      and the Borrower (if other than the Company) contained in this Agreement\n      (except for the representations and warranties set forth in Sections 4.05\n      and 4.07 as to any matter which has theretofore been disclosed in writing\n      by the Company to the Banks) shall be true in all material respects on and\n      as of the date of such Borrowing.\n\n      (d) Section 5.01 is amended to insert the following paragraph immediately\nafter Section 5.01(j):\n\n            Information required to be delivered pursuant to clauses 5.01(a),\n            5.01(b), 5.01(f) or 5.01(g) above shall be deemed to have been\n            delivered on the date on which the Company provides notice to the\n            Banks that such information has been filed with the Securities and\n            Exchange Commission and is available at www.sec.gov. Such notice may\n            be included in a certificate delivered pursuant to clause 5.O1(c);\n            provided that the Company shall deliver paper copies of the\n            information referred to in clauses 5.01(a), 5.01(b), 5.01(f) or\n            5.O1(g) to any Bank which specifically requests such delivery.\n\n      SECTION 3. Updated Representations.\n\n      (a) Each reference to \"1998\" in the definition of \"Company's 1998 Form\n10-K\" in Section 4.04(a) and in Section 4.07 is changed to \"1999\".\n\n      (b) Each reference to \"1999\" in the definition of \"Company's Latest Form\n10-Q\" in Section 4.04(b) and in Section 4.05 is changed to \"2000\".\n\n      SECTION 4. Change in Commitments. With effect from and including the date\nthis Amendment and Restatement becomes effective in accordance with Section 8\nhereof, the Commitment of each Bank shall be the amount set forth opposite the\nname of such Bank on the attached Commitment Schedule, which shall replace the\nexisting Commitment Schedule. Any Bank whose Commitment is changed to zero shall\nupon such effectiveness cease to be a Bank party to the Agreement, and all\naccrued fees and other amounts payable under the Agreement for the account of\nsuch Bank shall be due and payable on such date; provided that the provisions of\nSections 8.03 and 11.03 of the Agreement shall continue to inure to the benefit\nof each such Bank.\n\n\n                                        2\n\n\n      SECTION 5. Representations and Warranties. The Borrower hereby represents\nand warrants that as of the date hereof and after giving effect hereto:\n\n      (a) no Default has occurred and is continuing; and\n\n      (b) each representation and warranty of the Borrower set forth in the\nAgreement after giving effect to this Amendment and Restatement is true and\ncorrect as though made on and as of such date.\n\n      SECTION 6. Governing Law. This Amendment and Restatement shall be governed\nby and construed in accordance with the laws of the State of New York.\n\n      SECTION 7. Counterparts; Effectiveness. This Amendment and Restatement may\nbe signed in any number of counterparts, each of which shall be an original,\nwith the same effect as if the signatures thereto and hereto were upon the same\ninstrument. This Amendment and Restatement shall become effective as of the date\nhereof when each of the following conditions shall have been satisfied:\n\n            (i) receipt by the Administrative Agent of duly executed\n      counterparts hereof signed by each of the parties hereto (or, in the case\n      of any party as to which an executed counterpart shall not have been\n      received, the Agent shall have received telegraphic, telex or other\n      written confirmation from such party of execution of a counterpart hereof\n      by such party);\n\n            (ii) receipt by the Administrative Agent of an opinion of such\n      counsel for the Borrower as may be acceptable to the Administrative Agent,\n      substantially to the effect of Exhibit E to the Agreement with reference\n      to this Amendment and Restatement and the Agreement as amended and\n      restated hereby; and\n\n            (iii) receipt by the Administrative Agent of all documents it may\n      reasonably request relating to the existence of the Borrower, the\n      corporate authority for and the validity of the Agreement as amended and\n      restated hereby, and any other matters relevant hereto, all in form and\n      substance satisfactory to the Administrative Agent;\n\nprovided that this Amendment and Restatement shall not become effective or\nbinding on any party hereto unless all of the foregoing conditions are satisfied\nnot later than the date hereof. The Administrative Agent shall promptly notify\nthe Borrower and the Banks of the effectiveness of this Amendment and\nRestatement, and such notice shall be conclusive and binding on all parties\nhereto.\n\n\n                                        3\n\n\n      IN WITNESS WHEREOF, the parties hereto have caused this Amendment and\nRestatement to be duly executed by their respective authorized officers as of\nthe day and year first above written.\n\n                                        THE GILLETTE COMPANY\n\n\n                                        By: \/s\/ Gian Camuzzi\n                                            ------------------------------------\n                                            Title: Vice President - Treasurer\n\n\n                                        MORGAN GUARANTY TRUST\n                                        COMPANY OF NEW YORK\n\n\n                                        By: \/s\/ Robert Bottamedi\n                                            ------------------------------------\n                                            Title: Vice President\n\n\n                                        ABN AMRO BANK N.V.\n\n\n                                        By: \/s\/ Tracie Elliot\n                                            ------------------------------------\n                                            Title: Vice President\n\n\n                                        By: \/s\/ Cameron D. Gateman\n                                            ------------------------------------\n                                            Title: Group Vice President\n\n\n                                        BANK OF AMERICA, N.A.\n\n\n                                        By: \/s\/ Lisa B. Choi\n                                            ------------------------------------\n                                            Title: Vice President\n\n\n\n                                        BANK ONE, NA (MAIN OFFICE\n                                        CHICAGO)\n\n\n                                        By: \/s\/ Mahua G. Thakurta\n                                            ------------------------------------\n                                            Title: Commercial Banking Officer\n\n\n                                        BANCA COMMERCIALE ITALIANA,\n                                        NEW YORK BRANCH\n\n\n                                        By: \/s\/ Frank Maffei\n                                            ------------------------------------\n                                            Title: Authorized Signature\n\n\n                                        By: \/s\/ John Michalisin\n                                            ------------------------------------\n                                            Title: First Vice President\n\n\n                                        CITIBANK, N.A.\n\n\n                                        By: \/s\/ John S. Hutchins\n                                            ------------------------------------\n                                            Title: Managing Director\n\n\n                                        CREDIT SUISSE FIRST BOSTON\n\n\n                                        By: \/s\/ David W. Kratovil\n                                            ------------------------------------\n                                            Title: Director\n\n\n                                        By: \/s\/ David L. Sawyer\n                                            ------------------------------------\n                                            Title: Vice President\n\n\n\n                                        DEUTSCHE BANK AG NEW YORK\n                                        BRANCH AND\/OR CAYMAN ISLANDS\n                                        BRANCH\n\n\n                                        By: \/s\/ Alexander Karow\n                                            ------------------------------------\n                                            Title: Vice President\n\n\n                                        By: \/s\/ Sheryl L. Paynter\n                                            ------------------------------------\n                                            Title: Vice President\n\n\n                                        FLEET NATIONAL BANK\n                                        (formerly BankBoston, N.A.)\n\n\n                                        By: \/s\/ Deborah A. Dobbins\n                                            ------------------------------------\n                                            Title: Vice President\n\n\n                                        BANCO SANTANDER CENTRAL HISPANO, S.A.\n\n\n                                        By: \/s\/ Dom J. Radriguez\n                                            ------------------------------------\n                                            Title: Vice President\n\n\n                                        By: \/s\/ Robert E. Schlegel\n                                            ------------------------------------\n                                            Title: Vice President\n\n\n\n                                        MELLON BANK, N.A.\n\n\n                                        By: \/s\/ Janet R. Twomey\n                                            ------------------------------------\n                                            Title: Vice President\n\n\n                                        MERRILL LYNCH BANK USA\n\n\n                                        By: \/s\/ Raymond J. Dardano\n                                            ------------------------------------\n                                            Title: Senior Credit Officer\n\n\n                                        SOCIETE GENERALE\n\n\n                                        By: \/s\/ Jay Sands\n                                            ------------------------------------\n                                            Title: Managing Director\n\n\n                                        STATE STREET BANK AND TRUST\n                                        COMPANY\n\n\n                                        By: \/s\/ Grace A. Barnett\n                                            ------------------------------------\n                                            Title: Vice President\n\n\n\n                                        BNP PARIBAS (formerly Paribas)\n\n\n                                        By: \/s\/ Rebecca Marlowe\n                                            ------------------------------------\n                                            Title: Senior Credit Officer\n\n\n                                        By: \/s\/ Carol Simon\n                                            ------------------------------------\n                                            Title: Chief Credit Officer\n\n\n                                        FORTIS (USA) FINANCE L.L.C.\n\n\n                                        By: \/s\/ Eddie Matthews\n                                            ------------------------------------\n                                            Title: Senior Vice President\n\n\n                                        By: \/s\/ Joseph A. Franzese\n                                            ------------------------------------\n                                            Title: Senior Vice President\n                                                    &amp; Controller\n\n\n                                        ROYAL BANK OF CANADA\n\n\n                                        By: \/s\/ D. S. Bryson\n                                            ------------------------------------\n                                            Title: Senior Manager\n\n\n                                        WACHOVIA BANK, N.A.\n\n\n                                        By: \/s\/ J. Calvin Ratcliff, Jr.\n                                            ------------------------------------\n                                            Title: Senior Vice President\n\n\n                                        MORGAN GUARANTY TRUST\n                                        COMPANY OF NEW YORK, as Agent\n\n\n                                        By: \/s\/ Robert Bottamedi\n                                            ------------------------------------\n                                            Title: Vice President\n\n\n\n                              COMMITTMENT SCHEDULE\n\nBank                                                                  Commitment\n--------------------------------------------------------------------------------\n\nMorgan Guaranty Trust Company of New York                           $150,000,000\n\nABN AMRO Bank N.V.                                                  $125,000,000\n\nBank of America, N.A.                                               $125,000,000\n\nBank One, NA (Main Office Chicago)                                  $125,000,000\n\nBanca Commerciale Italiana, New York Branch                         $125,000,000\n\nCitibank, N.A.                                                      $125,000,000\n\nCredit Suisse First Boston                                          $125,000,000\n\nDeutsche Bank AG New York Branch and\/or                             $125,000,000\n   Cayman Islands Branch\n\nFleet National Bank (formerly BankBoston, N.A.)                     $125,000,000\n\nBanco Santander Central Hispano, S.A.                                $50,000,000\n\nMellon Bank, N.A.                                                    $50,000,000\n\nMerrill Lynch Bank USA                                               $50,000,000\n\nSociete Generale                                                     $50,000,000\n\nState Street Bank and Trust Company                                  $50,000,000\n\nBNP Paribas (formerly Paribas)                                                $0\n\nFortis (USA) Finance L.L.C.                                                   $0\n\nRoyal Bank of Canada                                                          $0\n\nWachovia Bank, N.A.                                                           $0\n\nTotal                                                             $1,400,000,000\n-----                                                             --------------\n\n\n\n                                                                [CONFORMED COPY]\n\n                         SUPPLEMENT TO CREDIT AGREEMENT\n\n      SUPPLEMENT TO CREDIT AGREEMENT dated as of March 24, 2000 among THE\nGILLETTE COMPANY (the \"Borrower\"), the BANKS listed on the signature pages\nhereof (the \"Banks\") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent\n(the \"Agent\").\n\n                                   WITNESSETH\n\n      WHEREAS, the parties hereto have heretofore entered into a 364-Day Credit\nAgreement dated as of December 20, 1996 and amendments and restatements thereof\ndated as of October 20, 1997, October 19, 1998 and October 18, 1999 (the\n\"Agreement\");\n\n      WHEREAS, at the date hereof, there are no Loans outstanding under the\nAgreement;\n\n      WHEREAS, pursuant to Section 2.19 of the Agreement Borrower has proposed\nto increase the aggregate amount of the Commitments to $2,335,000,000 and the\nparties hereto have agreed to such increase on the terms and conditions provided\nherein; and\n\n      WHEREAS, the parties hereto desire to supplement the Agreement as set\nforth herein to reflect the foregoing increase in Commitments;\n\n      NOW, THEREFORE, the parties hereto agree as follows:\n\n      SECTION 1. Definitions; References. Unless otherwise specifically defined\nherein, each capitalized term used herein which is defined in the Agreement\nshall have the meaning assigned to such term in the Agreement. Each reference to\n\"hereof\", \"hereunder\", \"herein\" and \"hereby\" and each other similar reference\nand each reference to \"this Agreement\" and each other similar reference\ncontained in the Agreement shall from and after the date hereof refer to the\nAgreement as supplemented hereby.\n\n      SECTION 2. Increased Commitments. With effect from and including the date\nthis Supplement becomes effective in accordance with Section 5 hereof, the\nCommitment of each Bank shall be the amount set forth opposite the name of\n\n\nsuch Bank on the attached Commitment Schedule, which shall replace the existing\nCommitment Schedule.\n\n      SECTION 3. Representations and Warranties. The Borrower hereby represents\nand warrants that as of the date hereof and after giving effect hereto:\n\n      (a) no Default has occurred and is continuing; and\n\n      (b) each representation and warranty of the Borrower set forth in the\nAgreement after giving effect to this Supplement is true and correct as though\nmade on and as of such date.\n\n      SECTION 4. Governing Law. This Supplement shall be governed by and\nconstrued in accordance with the laws of the State of New York.\n\n      SECTION 5. Counterparts; Effectiveness. This Supplement may be signed in\nany number of counterparts, each of which shall be an original, with the same\neffect as if the signatures thereto and hereto were upon the same instrument.\nThis Supplement shall become effective as of the date hereof when each of the\nfollowing conditions shall have been satisfied:\n\n            (i) receipt by the Administrative Agent of duly executed\n      counterparts hereof signed by the Borrower and by each Bank whose\n      Commitment is increased hereby (or, in the case of any party as to which\n      an executed counterpart shall not have been received, the Agent shall have\n      received telegraphic, telex or other written confirmation from such party\n      of execution of a counterpart hereof by such party);\n\n            (ii) receipt by the Administrative Agent of an opinion of such\n      counsel for the Borrower as may be acceptable to the Administrative Agent,\n      substantially to the effect of Exhibit E to the Agreement with reference\n      to this Supplement and the Agreement as supplemented hereby; and\n\n            (iii) receipt by the Administrative Agent of all documents it may\n      reasonably request relating to the existence of the Borrower, the\n      corporate authority for and the validity of the Agreement as supplemented\n      hereby, and any other matters relevant hereto, all in form and substance\n      satisfactory to the Administrative Agent;\n\nprovided that this Supplement shall not become effective or binding on any party\nhereto unless all of the foregoing conditions are satisfied not later than the\ndate hereof. The Administrative Agent shall promptly notify the Borrower and the\n\n\n                                        2\n\n\nBanks of the effectiveness of this Supplement, and such notice shall be\nconclusive and binding on all parties hereto.\n\n\n                                        3\n\n\n      IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be\nduly executed by their respective authorized officers as of the day and year\nfirst above written.\n\n                                        THE GILLETTE COMPANY\n\n\n                                        By: \/s\/ Gian Camuzzi\n                                            ----------------\n                                            Title: Vice President - Treasurer\n\n\n                                        MORGAN GUARANTY TRUST\n                                        COMPANY OF NEW YORK\n\n\n                                        By: \/s\/ Robert Bottamedi\n                                            --------------------\n                                            Title: Vice President\n\n\n                                        BANK ONE, NA (MAIN OFFICE\n                                        CHICAGO)\n\n\n                                        By: \/s\/ Jeffrey Lubatkin\n                                            --------------------\n                                            Title: Vice President\n\n\n                                        ABN AMRO BANK N. V.\n\n\n                                        By: \/s\/ James E. Davis\n                                            ------------------\n                                            Title: Group Vice President\n\n\n                                        By: \/s\/ Ildiko E. Juhasz\n                                            --------------------\n                                            Title: Assistant Vice President\n\n\n                                        BANK OF AMERICA, N.A.\n\n\n                                        By: \/s\/ Lisa B. Choi\n                                            ----------------\n                                            Title: Vice President\n\n\n                                        CITIBANK, N.A.\n\n\n                                        By: \/s\/ Robert M. Spence\n                                            --------------------\n                                            Title: Managing Director\n\n\n                                        BANCA COMMERCIALE ITALIANA,\n                                        NEW YORK BRANCH\n\n\n                                        By: \/s\/ John Michalisin\n                                            -------------------\n                                            Title: First Vice President\n\n\n                                        By: \/s\/ Charles Dougherty\n                                            ---------------------\n                                            Title: Vice President\n\n\n                                        DEUTSCHE BANK AG\n                                        NEW YORK BRANCH AND\/OR\n                                        CAYMAN ISLANDS BRANCH\n\n\n                                        By: \/s\/ Alexander Karow\n                                            -------------------\n                                            Title: Assistant Vice President\n\n\n                                        By: \/s\/ David Wagstaff IV\n                                            ---------------------\n                                            Title: Director\n\n\n                                        MELLON BANK, N.A.\n\n\n                                        By: \/s\/ R. Jane Westrich\n                                            --------------------\n                                            Title: Vice President\n\n\n                                        WACHOVIA BANK, N.A.\n\n\n                                        By: \/s\/ B. Brantley Echols\n                                            ----------------------\n                                            Title: Senior Vice President\n\n\n                                        FORTIS (USA) FINANCE L.L.C.\n\n\n                                        By: \/s\/ Eddie Matthews\n                                            ------------------\n                                            Title: Senior Vice President\n\n\n                                        By: \/s\/ Robert Fakhoury\n                                            -------------------\n                                        Title: Treasurer\n\n\n                                        MORGAN GUARANTY TRUST\n                                        COMPANY OF NEW YORK, as Agent\n\n\n                                        By: \/s\/ Robert Bottamedi\n                                            --------------------\n                                            Title: Vice President\n\n\n                              COMMITMENT SCHEDULE\n\n     Bank                                                             Commitment\n--------------------------------------------------------------------------------\n\nMorgan Guaranty Trust Company of New York                           $262,500,000\n\nBank One, NA (Main Office Chicago)                                  $250,000,000\n\nBank of America, N.A.                                               $200,000,000\n\nCitibank, N.A.                                                      $200,000,000\n\nABN AMRO Bank N.V.                                                  $200,000,000\n\nCredit Suisse First Boston                                          $200,000,000\n\nBankBoston, N.A.                                                    $160,000,000\n\nBanca Commerciale Italiana,                                         $125,000,000\n New York Branch\n\nDeutsche Bank AG                                                    $125,000,000\n New York Branch and\/or\n Cayman Islands Branch\n\nWachovia Bank, N.A.                                                 $125,000,000\n\nMellon Bank, N.A.                                                   $125,000,000\n\nRoyal Bank of Canada                                                $100,000,000\n\nFortis (USA) Finance L.L.C.                                          $62,500,000\n\nSociete Generale                                                     $50,000,000\n\nBanco Santander Central                                              $50,000,000\n Hispano, S.A.\n\nState Street Bank and Trust Company                                  $50,000,000\n\nParibas                                                              $50,000,000\n                                                                     -----------\n\nTotal                                                             $2,335,000,000\n                                                                  ==============\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846,6850,7640,8182,8935,9279],"corporate_contracts_industries":[9415,9395],"corporate_contracts_types":[9561,9560],"class_list":["post-40961","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-bank-one-corp","corporate_contracts_companies-gillette-co","corporate_contracts_companies-mellon-financial-corp","corporate_contracts_companies-state-street-corp","corporate_contracts_companies-wachovia-corp","corporate_contracts_industries-financial__banks","corporate_contracts_industries-consumer__cleaning","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\/40961","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=40961"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40961"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40961"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40961"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}