AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT



 




Exhibit 10-p-3



AMENDED AND RESTATED 364-DAY CREDIT
AGREEMENT


     
AMENDED AND RESTATED CREDIT AGREEMENT dated as of
October 28, 2003 among Rockwell Automation, Inc. (the
“Borrower”), the Banks listed on the signature
pages hereof (the “Banks”) and JPMorgan Chase
Bank, as Administrative Agent (the “Agent”).




W I T N E S S E T H:


     
WHEREAS, the parties hereto have heretofore
entered into a 364-Day Credit Agreement dated as of
October 29, 2002 (the “Credit Agreement”);
and



     
WHEREAS, the parties hereto desire to amend the
Credit Agreement as set forth herein and to restate the Credit
Agreement in its entirety to read as set forth in the Credit
Agreement with the amendments specified below;



     
NOW, THEREFORE, the parties hereto agree as
follows:



     
SECTION 1.     Defined
Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit
Agreement has the meaning assigned to such term in the Credit
Agreement. Each reference to “hereof”,
“hereunder”, “herein” and “hereby”
and each other similar reference and each reference to
“this Agreement” and each other similar reference
contained in the Credit Agreement shall, after the Restatement
Effective Date (as defined below), refer to the Credit Agreement
as amended and restated hereby.



     
SECTION 2.     Amendments.
Effective as of the Restatement Effective Date:




		
	 	     
    (a) The definition of “Termination
    Date” in Section 1.01 of the Credit Agreement is
    amended by changing the date specified therein from
    “October 28, 2003” to “October 26,
    2004”.
    
	 
	 	     
    (b) Section 4.04(a) of the Credit
    Agreement is amended by changing each instance of the date
    specified therein from September 30, 2001 to
    “September 30, 2002”.
    
	 
	 	     
    (c) Section 4.04(b) of the Credit
    Agreement is amended by changing each instance of the date
    specified therein from “June 30, 2002” to
    “June 30, 2003”.
    
	 
	 	     
    (d) Section 4.04(c) of the Credit
    Agreement is amended by changing the dates specified therein as
    follows: (i) “September 30, 2001” becomes
    “September 30, 2002”;
    (ii) “December 31, 2001” becomes
    “December 31, 2002”;
    (iii) “March 31, 2002” becomes
    “March 31, 2003”; and (iv) “June 30,
    2002” becomes “June 30, 2003”.
    
	 
	 	     
    (e) Section 4.05 of the Credit
    Agreement is amended by changing the dates specified therein as
    follows: (i) “September 30, 2001” becomes
    “September 30, 2002”;
    (ii) “December 31, 2001” becomes
    “December 31, 2002”;
    (iii) “March 31, 2002” becomes
    “March 31, 2003”; and
    (iv) “June 30, 2002” becomes
    “June 30, 2003”.
    




     
SECTION 3.     Changes
In Commitments. With effect from and including the
Restatement Effective Date, (i) each Person listed on the
signature pages hereof which is not a party to the Credit
Agreement (each, a “New Bank”) shall become a
Bank party to the Credit Agreement and (ii) the Commitment
of each Bank shall be the amount set forth opposite the name of
such Bank on the signature pages hereof. On the Restatement
Effective Date, any Bank whose Commitment is changed to zero
(each, an “Exiting Bank”) shall cease to be a
Bank party to the Credit Agreement, and all accrued fees and
other amounts payable under the Credit Agreement for the account
of each Exiting Bank shall be due and payable on such date;
provided that the provisions of Sections 8.03, 8.04
and 9.03 of the Credit Agreement shall continue to inure to the
benefit of each Exiting Bank after the Restatement Effective
Date.











 



     
SECTION 4.     Representations
Of Borrower. The Borrower represents and warrants that
(i) the representations and warranties of the Borrower set
forth in Article 4 of the Credit Agreement will be true on
and as of the Restatement Effective Date and (ii) no
Default will have occurred and be continuing on such date.



     
SECTION 5.     Governing
Law. This Amendment and Restatement shall be governed by and
construed in accordance with the laws of the State of New York.



     
SECTION 6.     Effect
of Amendments. Except as expressly set forth herein, the
amendments contained herein shall not constitute a waiver or
amendment of any term or condition of the Credit Agreement, and
all such terms and conditions shall remain in full force and
effect and are hereby ratified and confirmed in all
respects.



     
SECTION 7.     Counterparts.
This Amendment and Restatement 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.



     
SECTION 8.     Effectiveness.
This Amendment and Restatement shall become effective as of the
date hereof subject to satisfaction of the following conditions
(the “Restatement Effective Date”):




		
	 	     
    (a) the Agent shall have received from each
    of the Borrower and the Banks a counterpart hereof signed by
    such party or facsimile or other written confirmation (in form
    satisfactory to the Agent) that such party has signed a
    counterpart hereof;
    
	 
	 	     
    (b) the Agent shall have received an opinion
    of counsel for the Borrower (which may be in-house counsel),
    substantially in the form of Exhibit D to the Credit
    Agreement with reference to this Amendment and Restatement and
    the Credit Agreement as amended and restated hereby;
    
	 
	 	     
    (c) the Agent shall have received all
    documents it may reasonably request relating to the existence of
    the Borrower, the corporate authority for and the validity of
    this Amendment, and any other matters relevant hereto, all in
    form and substance satisfactory to the Agent; and
    
	 
	 	     
    (d) the Agent shall have received payment by
    the Borrower (i) for the account of each Bank, of a
    participation fee in the amount heretofore mutually agreed upon
    and (ii) to the Agent, of any other amount due and payable.
    




2








 



     
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment and Restatement to be duly executed as of
the date first above written.




		
	 	
    ROCKWELL AUTOMATION, INC.
    





			
	 	By: 	
    /s/ THOMAS J. MULLANY
    



		
	 	
    

	 	
    Name:        Thomas
    J. Mullany
    



			
	 	Title:	
    Vice President & Treasurer
    





			
	 	Address:	
    777 East Wisconsin Avenue
    



		
	 	
    Suite 1400
    
	 	
    Milwaukee, WI 53202
    



			
	 	Attention:	
    William J. Calise
    
	 	Telecopy:	
    (414) 212-5357
    



			
	 	Internet Address: 	
    www.rockwellautomation.com
    





		
	 	
    JPMORGAN CHASE BANK,
    
	 	
              as
    Administrative Agent and as a Bank
    
	 
	 	
    By: /s/ KAREN M. SHARF
    
	 	
    

	 	
    Name:        Karen
    M. Sharf
    



			
	 	Title:	
    Vice President
    





			
	 	Address:	
    1111 Fannin Street, 10th Flr.
    



		
	 	
    Houston, TX 77002
    



			
	 	Attention:	
    Candace Grayson
    



		
	 	
    Loan & Agency Services
    



			
	 	Telecopy:	
    (713) 750-2938
    





		
	 	
    JPMORGAN CHASE BANK
    





			
	 	By: 	
    /s/ KAREN M. SHARF
    



		
	 	
    

	 	
    Name: Karen M. Sharf
    
	 	
    Title:  Vice President
    





Commitments




$30,500,000




3








 




		
	 	
    BANK OF AMERICA, N.A.
    





			
	 	By: 	
    /s/ MEGAN MCBRIDE
    



		
	 	
    




			
	 	Name: 	
    Megan McBride
    



		
	 	
    Title:  Principal
    





Commitments




$26,500,000





		
	 	
    CITIBANK, N.A.
    





			
	 	By: 	
    /s/ DAVID L. HARRIS
    



		
	 	
    

	 	
    Name:        David
    L. Harris
    



			
	 	Title:	
    Vice President
    





Commitments




$26,500,000





		
	 	
    DEUTSCHE BANK AG
    
	 	
    NEW YORK BRANCH
    





			
	 	By: 	
    /s/ OLIVER SCHWARZ
    



		
	 	
    

	 	
    Name:        Oliver
    Schwarz
    



			
	 	Title:	
    Vice President
    





			
	 	By: 	
    /s/ DR. MICHAEL DIETZ
    



		
	 	
    

	 	
    Name:        Dr. Michael
    Dietz
    



			
	 	Title:	
    Director
    





Commitments




$26,500,000




4








 




		
	 	
    MELLON BANK, N.A.
    





			
	 	By: 	
    /s/ DANIEL J. LENCKOS
    



		
	 	
    

	 	
    Name:        Daniel
    J. Lenckos
    



			
	 	Title:	
    First Vice President
    





Commitments




$26,500,000





		
	 	
    UBS LOAN FINANCE LLC
    





			
	 	By: 	
    /s/ WILFRED V. SAINT
    



		
	 	
    

	 	
    Name:        Wilfred
    V. Saint
    



			
	 	Title:	
    Associate Director
    



		
	 	
    Banking Products Services
    





			
	 	By: 	
    /s/ JOSELIN FERNANDES
    



		
	 	
    

	 	
    Name:        Joselin
    Fernandes
    



			
	 	Title:	
    Associate Director
    



		
	 	
    Banking Products Services
    





Commitments




$26,500,000





		
	 	
    WELLS FARGO BANK, N.A.
    





			
	 	By: 	
    /s/ CHARLES W. REED
    



		
	 	
    

	 	
    Name:        Charles
    W. Reed
    



			
	 	Title:	
    Vice President
    





			
	 	By: 	
    /s/ MARY D. FALCK
    



		
	 	
    

	 	
    Name:        Mary
    D. Falck
    



			
	 	Title:	
    Senior Vice President
    





Commitments




$26,500,000




5








 


		
	 	
    BANK ONE, NA
    





			
	 	By: 	
    /s/ JENNY A. GILPIN
    



		
	 	
    

	 	
    Name:        Jenny
    A. Gilpin
    



			
	 	Title:	
    Managing Director
    





Commitments




$20,750,000





		
	 	
    COMERICA BANK
    





			
	 	By: 	
    /s/ JAMES B. HAEFFNER
    



		
	 	
    

	 	
    Name:        James
    B. Haeffner
    



			
	 	Title:	
    First Vice President
    





Commitments




$20,750,000





		
	 	
    KEYBANK NATIONAL ASSOCIATION
    





			
	 	By: 	
    /s/ THOMAS J. PURCELL
    



		
	 	
    

	 	
    Name:        Thomas
    J. Purcell
    



			
	 	Title:	
    Senior Vice President
    





Commitments




$20,750,000





		
	 	
    THE BANK OF NOVA SCOTIA
    





			
	 	By: 	
    /s/ M. KUS
    



		
	 	
    

	 	
    Name: M. Kus
    
	 	
    Title:   Director
    





Commitments




$20,750,000




6








 


		
	 	
    CREDIT LYONNAIS
    
	 	
         NEW YORK BRANCH
    





			
	 	By: 	
    /s/ LEE E. GREVE
    



		
	 	
    

	 	
    Name: Lee E. Greve
    
	 	
    Title:   First Vice President
    





Commitments




$15,000,000





		
	 	
    THE BANK OF NEW YORK
    





			
	 	By: 	
    /s/ MARK WRIGLEY
    



		
	 	
    

	 	
    Name: Mark Wrigley
    
	 	
    Title:   Vice President
    





Commitments




$15,000,000





		
	 	
    U.S. BANK NATIONAL ASSOCIATION
    





			
	 	By: 	
    /s/ ROBERT A. FLOSBACH
    



		
	 	
    

	 	
    Name: Robert A. Flosbach
    
	 	
    Title:   Senior Vice President
    





Commitments




$15,000,000





		
	 	
    M&I MARSHALL & ILSLEY BANK
    





			
	 	By: 	
    /s/ LEO D. FREEMAN
    



		
	 	
    

	 	
    Name:        Leo
    D. Freeman
    



			
	 	Title:	
    Vice President
    





			
	 	By: 	
    /s/ JAMES R. MILLER
    



		
	 	
    

	 	
    Name:        James
    R. Miller
    



			
	 	Title:	
    Vice President
    





Commitments




$10,000,000




7








 


		
	 	
    THE NORTHERN TRUST COMPANY
    





			
	 	By: 	
    /s/ DANIEL J. BOOTE
    



		
	 	
    

	 	
    Name:        Daniel
    J. Boote
    



			
	 	Title:	
    Vice President
    





Commitments




$10,000,000





Total Commitments



$337,500,000




8