EXHIBIT 10.3
CONFORMED COPY
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 8, 2003
amending and restating the Amended and Restated Credit Agreement dated as of
September 9, 2002 (as in effect prior to the amendment and restatement of
September 8, 2003, the "Credit Agreement") among MOODY'S CORPORATION (the
"Company"), the Borrowing Subsidiaries party thereto (the "Borrowing
Subsidiaries" and together with the Company, the "Borrowers"), the LENDERS party
thereto (the "Lenders"), JPMORGAN CHASE BANK (as successor to The Chase
Manhattan Bank), as Administrative Agent (the "Administrative Agent"), CITIBANK,
N.A., as Syndication Agent, and THE BANK OF NEW YORK, as Documentation Agent.
WITNESSETH:
WHEREAS, the parties hereto desire to amend the Credit Agreement to (i)
extend the Revolver Termination Date from the date that is 364 days after the
effective date of the Credit Agreement to the date that is 364 days after the
Amendment Effective Date (as hereinafter defined), (ii) make any necessary
conforming changes with respect to the amendment set forth in clause (i) above,
(iii) amend the Confidentiality provisions in Section 10.12 of the Credit
Agreement and (iv) amend the Commitments of each Lender, all as set forth
herein;
WHEREAS, the parties hereto wish 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 Amendment Effective Date (as defined
below), refer to the Credit Agreement as amended and restated hereby.
SECTION 2. Definitions. The definition of "Revolver Termination Date" in
Section 1.01 of the Credit Agreement is amended to read in full as follows:
"Revolver Termination Date" means September 6, 2004 or, if such day is
not a Business Day, the next preceding Business Day.
SECTION 3. Representation regarding Financial Condition and No Material
Adverse Change. Sections 3.04(a) and (b) of the Credit Agreement are amended by
replacing each reference therein to (i) "2000" with "2001", (ii) "2001" with
"2002" and (iii) "2002" with "2003".
SECTION 4. Confidentiality. Section 10.12 of the Credit Agreement is
amended by adding the following new paragraph immediately after the existing
paragraph:
"Notwithstanding anything contrary herein or in any related document, each
party hereto and each of its employees, representatives, or other agents may
disclose to any and all Persons, without limitation of any kind, the U.S.
federal income tax treatment and the U.S. federal income tax structure of this
Agreement and the transactions contemplated hereby and all materials of any
kind, including opinions or other tax analyses, that have been provided