ex10_1.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.


 







 



	
PRAXAIR, INC.


 


 


By:  /s/ Timothy S. Heenan


        Timothy S. Heenan


        Vice President,


        Treasurer


 


 


	
BANK OF AMERICA, N.A., as Administrative Agent


   and Issuing Lender


 


 


By:  /s/ George Hlentzas


        George Hlentzas


        Director


 


 


	
CITIBANK, N.A., as Issuing Lender


 


 


By:  /s/ John D. Tucker


        John D. Tucker


        Vice President


 


 


	
HSBC BANK USA, NATIONAL ASSOCIATION,


   as Issuing Lender


 


 


By:  /s/ David A. Mandell


        David A. Mandell


        Managing Director
















  





  











  














	
BANCO BRADESCO S.A., as Incremental Lender


 


 


By:  /s/ Edison Antonelli


        Edison Antonelli


        General Manager


 


 


By:  /s/ Mauro Lopes


        Mauro Lopes


        Manager


 


 


	
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


 


 


	
THE NORTHERN TRUST COMPANY, as


   Incremental Lender


 


 


By:  /s/ Cliff Hoppe


        Cliff Hoppe


        Vice President


 


 


	
PNC BANK, NATIONAL ASSOCIATION, as


   Incremental Lender


 


 


By:  /s/ Robert M. Martin


        Robert M. Martin


        Senior Vice President

	  














  





  











  














	
TORONTO DOMINION (TEXAS) LLC, as


   Incremental Lender


 


 


By:  /s/ Marie Fernandes


        Marie Fernandes


        Authorized Signatory


 
















  





  











  













SCHEDULE 1







 



	

LENDERS



	

INCREMENTAL COMMITMENT



	

AGGREGATE COMMITMENT




	  	  	  
	
Bank of America, N.A.

	
$0

	
$160,000,000


	
Citibank, N.A.

	
$0

	
$160,000,000


	
HSBC Bank USA, National Association

	
$0

	
$160,000,000


	
The Bank of Tokyo Mitsubishi UFJ, Ltd.

	
$0

	
$130,000,000


	
Credit Suisse AG, Cayman Islands Branch

	
$30,000,000

	
$130,000,000


	
Deutsche Bank AG New York Branch

	
$0

	
$130,000,000


	
The Royal Bank of Scotland plc

	
$0

	
$130,000,000


	
Wells Fargo Bank, N.A.

	
$0

	
$130,000,000


	
JPMorgan Chase Bank, N.A.

	
$0

	
$100,000,000


	
Sovereign Bank

	
$0

	
$100,000,000


	
Toronto Dominion (Texas) LLC

	
$100,000,000

	
$100,000,000


	
Banco Bilbao Vizcaya Argentaria, S.A., New York Branch

	
$0

	
$100,000,000


	
Sumitomo Mitsui Banking Corporation

	
$0

	
$75,000,000


	
Société Générale

	
$0

	
$75,000,000


	
The Bank of New York Mellon

	
$0

	
$75,000,000


	
Banco Bradesco S.A.

	
$50,000,000

	
$50,000,000


	
The Northern Trust Company

	
$25,000,000

	
$50,000,000


	
U.S. Bank National Association

	
$0

	
$50,000,000


	
PNC Bank, National Association

	
$45,000,000

	
$45,000,000


	
Intesa Sanpaolo S.p.A.

	
$0

	
$25,000,000


	
China Merchants Bank Co., Ltd.

	
$0

	
$25,000,000


	
Total

	
$250,000,000

	
$2,000,000,000







 


 


Schedule 1 to

Commitment Increase Agreement