Attached files
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| 8-K - PRAXAIR, INC. FORM 8-K DATED OCTOBER 2, 2013 - PRAXAIR INC | form8k.htm |
COMMITMENT INCREASE AGREEMENT
(Commitment Increase Pursuant to Section 2.21 of Credit Agreement)
This COMMITMENT INCREASE AGREEMENT (this “Agreement”) dated as of September 30, 2013 (the “Increase Effective Date”), is entered into by and among PRAXAIR, INC., a Delaware corporation (“Borrower”), the undersigned lenders (collectively, the “Incremental Lenders”) who are providing Commitments hereunder (the “Incremental Commitments”), the undersigned Issuing Lenders and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).
RECITALS
A. Borrower, certain financial institutions and the Administrative Agent are parties to that certain Credit Agreement dated as of July 26, 2011 (as amended, restated, or otherwise modified from time to time, the “Credit Agreement”).
B. Pursuant to Section 2.21 of the Credit Agreement, this Agreement is being executed to evidence Borrower’s requested increase in the aggregate Commitments from $1,750,000,000 to $2,000,000,000.
C. Each of the undersigned Incremental Lenders has agreed to provide an Incremental Commitment in the amount set forth on Schedule I hereto.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Commitments of Incremental Lenders. Effective as of the Increase Effective Date, (i) each Incremental Lender that is not an existing Lender agrees that (a) it shall become a “Lender” for all purposes under the Credit Agreement having a Commitment in the amount set forth opposite its name on Schedule 1 and (b) in such capacity, it shall be bound by all the terms and provisions applicable to Lenders under the Credit Agreement and (ii) each Incremental Lender that is an existing Lender agrees to increase its Commitment by the amount as set forth opposite its name on Schedule 1 under the column heading “Incremental Commitment”. The column under the heading “Aggregate Commitment” on Schedule 1 sets forth the Commitments of all the Lenders under the Credit Agreement after giving effect to the Incremental Commitments.
2. Conditions Precedent to Effectiveness. This Agreement shall be effective as of the Increase Effective Date; provided that: (a) the Administrative Agent shall have received (i) counterparts of this Agreement, executed by Borrower, each Incremental Lender, each Issuing Lender and the Administrative Agent, (ii) to the extent required by any Incremental Lender, a Note, (iii) a certificate on behalf of Borrower signed by the Secretary or an Assistant Secretary of Borrower or such other authorized officer of Borrower certifying to the matters set forth in Section 3.01(e) of the Credit Agreement, (iv) an opinion of Borrower’s counsel in form and substance substantially similar to Exhibit E to the Credit Agreement as adjusted to give effect to the transactions contemplated by this Agreement and (v) a certificate from Borrower stating that the conditions set forth in Section 2.21(c) of the Credit Agreement have been satisfied; and (b) Borrower shall have paid all fees that have been separately agreed to be paid as of the Increase Effective Date.
3. Miscellaneous. (a) Headings and captions may not be construed in interpreting provisions; (b) this Agreement shall be governed by and construed in accordance with the laws of the State of New York; and (c) this Agreement may be executed in any number of counterparts, with the same effect as if the signatures thereto and hereto were upon the same instrument.
4. ENTIRE AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH THIS AGREEMENT, CONSTITUTE THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.
[Signature Pages to Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
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PRAXAIR, INC.
By: /s/ Timothy S. Heenan
Timothy S. Heenan
Vice President,
Treasurer
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BANK OF AMERICA, N.A., as Administrative Agent
and Issuing Lender
By: /s/ George Hlentzas
George Hlentzas
Director
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CITIBANK, N.A., as Issuing Lender
By: /s/ John D. Tucker
John D. Tucker
Vice President
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HSBC BANK USA, NATIONAL ASSOCIATION,
as Issuing Lender
By: /s/ David A. Mandell
David A. Mandell
Managing Director
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BANCO BRADESCO S.A., as Incremental Lender
By: /s/ Edison Antonelli
Edison Antonelli
General Manager
By: /s/ Mauro Lopes
Mauro Lopes
Manager
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CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as Incremental Lender
By: /s/ Alain Daoust
Alain Daoust
Authorized Signatory
By: /s/ Patrick Freytag
Patrick Freytag
Authorized Signatory
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THE NORTHERN TRUST COMPANY, as
Incremental Lender
By: /s/ Cliff Hoppe
Cliff Hoppe
Vice President
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PNC BANK, NATIONAL ASSOCIATION, as
Incremental Lender
By: /s/ Robert M. Martin
Robert M. Martin
Senior Vice President
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TORONTO DOMINION (TEXAS) LLC, as
Incremental Lender
By: /s/ Marie Fernandes
Marie Fernandes
Authorized Signatory
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SCHEDULE 1
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LENDERS
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INCREMENTAL COMMITMENT
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AGGREGATE COMMITMENT
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Bank of America, N.A.
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$0
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$160,000,000
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Citibank, N.A.
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$0
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$160,000,000
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HSBC Bank USA, National Association
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$0
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$160,000,000
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The Bank of Tokyo Mitsubishi UFJ, Ltd.
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$0
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$130,000,000
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Credit Suisse AG, Cayman Islands Branch
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$30,000,000
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$130,000,000
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Deutsche Bank AG New York Branch
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$0
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$130,000,000
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The Royal Bank of Scotland plc
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$0
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$130,000,000
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Wells Fargo Bank, N.A.
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$0
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$130,000,000
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JPMorgan Chase Bank, N.A.
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$0
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$100,000,000
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Sovereign Bank
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$0
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$100,000,000
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Toronto Dominion (Texas) LLC
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$100,000,000
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$100,000,000
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Banco Bilbao Vizcaya Argentaria, S.A., New York Branch
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$0
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$100,000,000
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Sumitomo Mitsui Banking Corporation
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$0
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$75,000,000
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Société Générale
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$0
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$75,000,000
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The Bank of New York Mellon
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$0
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$75,000,000
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Banco Bradesco S.A.
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$50,000,000
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$50,000,000
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The Northern Trust Company
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$25,000,000
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$50,000,000
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U.S. Bank National Association
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$0
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$50,000,000
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PNC Bank, National Association
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$45,000,000
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$45,000,000
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Intesa Sanpaolo S.p.A.
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$0
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$25,000,000
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China Merchants Bank Co., Ltd.
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$0
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$25,000,000
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Total
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$250,000,000
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$2,000,000,000
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Schedule 1 to
Commitment Increase Agreement
Commitment Increase Agreement