Emerson Electric Co. Exhibit 10.3 to Form 8K





Exhibit 10.3






AMENDMENT NO. 1 TO
LONG-TERM CREDIT AGREEMENT 



        This
Amendment No. 1 (this “Amendment”) is entered into as of March 11, 2005,
by and among Emerson Electric Co. (the “Borrower”), JPMorgan Chase Bank,
N.A. (successor by merger to Bank One, N.A.), individually as a Lender and as agent
(“Agent”), and the other financial institutions signatory hereto as
Lenders. 




RECITALS 



             A.       
          The Borrower, the Agent and the Lenders are party to that certain Long-Term
          Credit Agreement dated as of March 12, 2004 (the “Credit
          Agreement”). Unless otherwise specified herein, capitalized terms used
          in this Amendment shall have the meanings ascribed to them by the Credit
          Agreement. 



             B.       
          The Borrower, the Agent and the undersigned Lenders wish to amend the Credit
          Agreement and the other Loan Documents on the terms and conditions set forth
          below. 



        NOW,
THEREFORE, in consideration of the mutual execution hereof and other good and valuable
consideration, the parties hereto agree as follows: 



             1.    
          Amendments to Credit Agreement. Upon the “Effective Date” (as
          defined below), the Credit Agreement and the other Loan Documents shall be
          amended as follows: 



                    
(a)    
          All references in the Credit Agreement and the other Loan Documents to
          “Bank One, NA” or “Bank One” shall be deemed references to
          “JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA”. 



               
(b)    Section 1.01 of the Credit Agreement shall be amended by deleting the
          definitions of “Consolidated Net Worth” and “Short-Term Credit
          Agreement”. 



               
(c)    The definition of “Absolute Rate Interest Period” set forth in Section
          1.01 of the Credit Agreement shall be amended and restated in its entirety to
          read as follows: 



                    
“Absolute Rate Interest Period” means, with respect to an Absolute Rate Advance, a period
of not less than 7 and not more than 180 days commencing on a Business Day selected by the
Borrower pursuant to this Agreement; provided, however, that (a) if an
Absolute Rate Interest Period would otherwise end on a day which is not a Business Day,
such Absolute Rate Interest Period shall, subject to clause (b) below, end on the next
succeeding Business Day and (b) any Absolute Rate Interest Period which would otherwise
end after the Facility Termination Date shall end on the Facility Termination Date. 



               
(d)    Section 2.01.2 of the Credit Agreement shall be amended and restated in its
          entirety to read as follows: 



	  	        2.01.2
     Amount of Facility; Increase of Aggregate Commitment. The Borrower may, at its
option, on one or more occasions, at any time on or prior to  

















	  	the Facility Termination
Date, seek to increase the Aggregate Commitment by up to an aggregate amount which is no
greater than $250,000,000 upon at least three (3) Business Days’ prior notice to the
Agent, which notice shall specify the amount of any such increase (which shall be in an
amount not less than $50,000,000) and shall be delivered at a time when no Default has
occurred and is continuing. The Borrower may, after giving such notice, offer all or any
portion of the increase in the Aggregate Commitment on either a ratable basis to the
Lenders or a non pro-rata basis to one or more Lenders and/or to other banks or entities
reasonably acceptable to the Agent (any Person that accepts such offer, whether or not a
Lender at such time, an “Increasing Lender”, and any Increasing Lender
that is not a Lender at the time of such acceptance, a “New  Lender”).
Any Lender may, in its sole discretion, accept or reject any offer from the Borrower to
increase its Commitment. No increase in the Aggregate Commitment shall become effective
until each Increasing Lender shall have delivered to the Agent a document in form
reasonably satisfactory to the Agent pursuant to which such Increasing Lender shall state
the amount of its Commitment and each New Lender shall assume and accept the obligations
and rights of a Lender hereunder, and the Borrower shall have accepted such incremental
Commitments. Each Increasing Lender shall accept an assignment from the existing Lenders,
and each existing Lender shall make a ratable assignment to each Increasing Lender, of an
interest in each then outstanding Ratable Advance and a participation in each outstanding
Swing Line Loan and Facility LC such that, after giving effect thereto, all Ratable
Advances and participations in all Facility LCs and Swing Line Loans are held ratably by
the Lenders (including the Increasing Lenders) in proportion to their respective
Commitments. Assignments pursuant to the preceding sentence shall be automatic after
giving effect to each increase in the Aggregate Commitment and shall be made in exchange
for the principal amount assigned plus accrued and unpaid interest and Facility Fees and
LC Fees. The Borrower shall make any payments under Section 2.22 resulting from
such assignments. 







                
(e)    Section 5.01(c) of the Credit Agreement shall be deleted in its entirety and
          replaced with the word “Reserved.” 



                    
(f)    Section 5.09 of the Credit Agreement shall be deleted in its entirety. All
          references in the Credit Agreement to Section 5.09 shall be deleted. 



                    
(g)    Section 7.05 of the Credit Agreement shall be amended by adding the following
          new sentence at the end thereof: 



	  	        Except
as expressly set forth herein, the Agent shall not have any duty to disclose, and shall
not be liable for the failure to disclose, any information relating to the Borrower or any
of its Subsidiaries that is communicated to or obtained by the bank serving as the
Administrative Agent or any of its Affiliates in any capacity. 







                    
(h)    The first sentence of Section 9.06(c) of the Credit Agreement shall be amended
          and restated in its entirety to read as follows: 



– 2 –











	  	        Any
Lender may at any time assign to one or more banks or other institutions (each an
“Assignee”) all, or a proportionate part (equivalent to an initial
Commitment of not less than $10,000,000) of all, of its rights and obligations under this
Agreement and any Loan Document, and such Assignee shall assume such rights and
obligations, pursuant to an Assignment and Assumption Agreement in substantially the form
of Exhibit D hereto executed by such Assignee and such transferor Lender, with (and
subject to) the subscribed consent of the Borrower and the Agent; provided that (i)
if an Assignee is an affiliate of such transferor Lender or was a Lender immediately prior
to such assignment, such consents may not be unreasonably withheld and (ii) the
Borrower’s consent shall not be required if an Event of Default has occurred and is
continuing; and provided, further, that such assignment may, but need not,
include rights of the transferor Lender in respect of outstanding Competitive Bid Loans. 







                    
(i)    The terms “Level I Status”, “Level II Status”, “Level
          III Status” and “Level IV Status” set forth in the Pricing
          Schedule to the Credit Agreement shall be amended and restated in their entirety
          to read as follows: 



	  	“Level
I Status” exists on any date if, on such date, the Borrower’s Moody’s
Rating is Aa3 or better or the Borrower’s S&P Rating is AA- or better.







	  	“Level
II Status” exists on at any date if, on such date, (a) the Borrower has not
qualified for Level I Status and (b) the Borrower’s Moody’s Rating is A1 or
better or the Borrower’s S&P Rating is A+ or better. 







	  	“Level
III Status” exists on any date if, on such date, (a) the Borrower has not
qualified for Level I Status or Level II Status and (b) the Borrower’s Moody’s
Rating is A2 or better or the Borrower’s S&P Rating is A or better.







	  	“Level
IV Status” exists on any date if, on such date, (a) the Borrower has not
qualified for Level I Status, Level II Status or Level III Status and (b) the
Borrower’s Moody’s Rating is A3 or better or the Borrower’s S&P Rating
is A- or better. 








             2.    
          Representations and Warranties of the Borrower. The Borrower represents
          and warrants that: 



                    
(a)    The execution, delivery and performance by the Borrower of this Amendment have
          been duly authorized by all necessary corporate action, and this Amendment
          constitutes a valid and binding agreement of the Borrower, enforceable against
          the Borrower in accordance with its terms, except to the extent that
          enforceability thereof may be limited by applicable bankruptcy, insolvency,
          reorganization, moratorium or other similar laws affecting creditors’
          rights and by equitable principles (regardless of whether enforcement is sought
          in equity or at law); 



               
(b)    Each of the representations and warranties of the Borrower contained in the
          Credit Agreement is true and correct in all material respects on and as of the
          date hereof as if 


– 3 –














made on the date hereof, except to the extent any such
          representation or warranty is stated to relate solely to an earlier date, in
          which case such representation or warranty was true and correct on and as of
          such earlier date; 



                
(c)    Immediately after giving effect to this Amendment, no Default shall have
          occurred and be continuing. 



             3.    
          Effective Date. This Amendment shall become effective as of the date
          hereof on the date (the “Effective Date”) when the Agent shall
          have received duly executed counterparts of this Amendment from the Agent, the
          Borrower and the Required Lenders; provided that Section 1(i) hereof shall
          become effective when the Agent shall have received duly executed counterparts
          of this Amendment from all Lenders. 



             4.    
          Reference to and Effect Upon the Credit Agreement. 



                    
(a)    Except as specifically amended above, the Credit Agreement and the other Loan
          Documents shall remain in full force and effect and are hereby ratified and
          confirmed. 



                    
(b)    The execution, delivery and effectiveness of this Amendment shall not operate as
          a waiver of any right, power or remedy of the Agent or any Lender under the
          Credit Agreement or any other Loan Document, nor constitute a waiver of any
          provision of the Credit Agreement or any other Loan Document, except as
          specifically set forth herein. Upon the effectiveness of this Amendment, each
          reference in the Credit Agreement to “this Agreement,”
          “hereunder,” “hereof,” “herein” (and each
          reference in any other Loan Document to “the Credit Agreement”) or
          words of similar import shall mean and be a reference to the Credit Agreement as
          amended hereby. 



             5.    
          GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
          ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. 



             6.    
          Headings. Section headings in this Amendment are included herein for
          convenience of reference only and shall not constitute a part of this Amendment
          for any other purposes. 



             7.    
          Counterparts. This Amendment may be signed in any number of counterparts,
          each of which shall be an original, with the same effect as if the signatures
          thereto and hereto were upon the same instrument. 




[signature pages follow]






– 4 –











        IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first
above written. 


	 	EMERSON ELECTRIC CO. 




	 	By: 	 /s/ Walter J. Galvin  

	 		Walter J. Galvin

                                                            Senior Executive Vice President &

                                                            Chief Financial Officer  





	 	By: 	 /s/ D. J. Rabe  

	 		David J. Rabe

                                                            Vice President & Treasurer  





	 	JPMORGAN CHASE BANK, N.A., as Agent and as a Lender 




	 	By: 	 /s/ Robert T. Sacks 
 
	 	Title: 	  Managing Director
 





	 	BANK OF AMERICA, N.A., as a Lender 




	 	By: 	 /s/ John Pocalyko
 
	 	Title: 	 Senior Vice President 
 






	 	CITIBANK, N.A., as a Lender




	 	By: 	 /s/ Andrew L. Kruger
 
	 	Title: 	 Vice President 
 






	 	 MORGAN STANLEY BANK, as a Lender




	 	By: 	 /s/ Daniel Twenge
 
	 	Title: 	 Vice President
 Morgan Stanley Bank 
 








S-1
[TO AMENDMENT NO.1]









	 	 BNP PARIBAS, as a Lender




	 	By: 	 /s/ Nicole Marley
 
	 	Title: 	 Managing Director 
 




	 	By: 	 /s/ Angela Arnold
 
	 	Title: 	 Vice President 
 







	 	ROYAL BANK OF CANADA, as a Lender




	 	By: 	 /s/ Howard Lee
 
	 	Title: 	 Authorized Signatory 
 






	 	BARCLAYS BANK plc, as a Lender




	 	By: 	 /s/ David Barton
 
	 	Title: 	 Associate Director 
 







	 	UNICREDITO ITALIANO S.p.A NEW YORK BRANCH, as a Lender




	 	By: 	 /s/ Nicola Longo Dente
 
	 	Title: 	 First Vice President 
 




	 	By: 	 /s/ Saiyed A. Abbas
 
	 	Title: 	 Vice President 
 





	 	FORTIS BANK, as a Lender




	 	By: 	 /s/ Eelco Gelauff
 
	 	Title: 	 Service Manager 
 




	 	By: 	 
 
	 	Title: 	  
 



S-2
[TO AMENDMENT NO.1]










	 	STANDARD CHARTERED BANK, as a Lender




	 	By: 	 /s/ Bert de Guzman
 
	 	Title: 	 Senior Vice President 
 






	 	By: 	 /s/ Robert K. Reddington
 
	 	Title: 	 AVP/Credit Documentation
 Standard Chartered Bank 







	 	THE NORTHERN TRUST COMPANY, as a Lender




	 	By: 	 /s/ Alex Nikolov
 
	 	Title: 	 Second Vice President 
 







	 	THE BANK OF NEW YORK, as a Lender




	 	By: 	 /s/ Mark Wrigley
 
	 	Title: 	 Vice President 
 







	 	SOCIETE GENERALE, as a Lender




	 	By: 	 /s/ Maria Iarriccio
 
	 	Title: 	 Vice President 
 







	 	SKANDINAVISKA ENSKILDA BANKEN, as a Lender




	 	By: 	 /s/ Marcus Gaarlett
 
	 	Title: 	 Authorized Signatory 
 






	 	By: 	 /s/ Martin Lindeberg
 
	 	Title: 	 Authorized Signatory 
 








S-3
[TO AMENDMENT NO.1]







	 	 WACHOVIA BANK, N.A., as a Lender




	 	By: 	 /s/ J. Andrew Phelps
 
	 	Title: 	  Vice President
 






	 	UBS LOAN FINANCE LLC, as a Lender




	 	By: 	 /s/ Edward Cripps
 
	 	Title: 	 Director
 Banking Products Services, US 




	 	By: 	 /s/ Joselin Fernandez
 
	 	Title: 	 Associate Director
 Banking Products Services, US 





	 	SUMITOMO MITSUI BANKING CORPORATION, as a Lender




	 	By: 	 /s/ Edward McColly
 
	 	Title: 	  Vice President & Department Head
 







	 	BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as a Lender




	 	By: 	 /s/ P. Shah
 
	 	Title: 	  Vice President
 







	 	ICBC SHANGHAI MUNICIPAL BRANCH, as a Lender




	 	By: 	 /s/ Gu Guoming
 
	 	Title: 	 Vice President 
 







	 	BANK OF CHINA, Los Angeles Branch as a Lender




	 	By: 	 /s/ Xiao Wang
 
	 	Title: 	 Branch Manager & Vice President 
 




	 	By: 	 /s/ Jason Fu
 
	 	Title: 	 Vice President 
 



S-4
[TO AMENDMENT NO.1]