Exhibit 10.3
FIRST AMENDMENT TO THE 364 DAY CREDIT AGREEMENT
FIRST AMENDMENT (this "Amendment"), dated as September 18, 1997,
among NABISCO HOLDINGS CORP., a Delaware corporation ("Holdings"), NABISCO,
INC., a New Jersey corporation (the "Borrower") and the lending institutions
party to the Credit Agreement referred to below (the "Banks"). All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H
WHEREAS, Holdings, the Borrower and the Banks are parties to a
Credit Agreement, dated as of October 31, 1996 (as amended, modified and
supplemented to the date hereof, the "Credit Agreement"); and
WHEREAS, the parties to the Credit Agreement wish to amend the
Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. AMENDMENT TO CREDIT AGREEMENT. On and after the First Amendment
Effective (as defined below):
1. The definition of "Commitment Expiry Date" appearing in
Section 10 of the Credit Agreement shall be amended to read in its
entirety as follows:
"Commitment Expiry Date" shall mean the date which is
364 days after the First Amendment Effective Date.
2. Section 10 of the Credit Agreement is hereby amended by
adding the following definitions in appropriate alphabetical order.
"First Amendment" shall mean the First Amendment to this
Agreement, dated as of September 18, 1997.
"First Amendment Effective Date" shall have the meaning
provided in the First Amendment.
II. CONDITIONS PRECEDENT TO FIRST AMENDMENT EFFECTIVE DATE.
1. This Amendment shall become effective on October 30,
1997 (the "First Amendment Effective Date"), so long as each of the following
conditions shall have been met to the satisfaction of the Senior Managing
Agents on or prior to the First Amendment Effective Date:
(a) EXECUTION OF AMENDMENT. On or prior to the First
Amendment Effective Date, Holdings, the Borrower and each of the Banks shall
have signed a copy hereof (whether the same or different copies) and shall
have delivered (including by way of facsimile transmission) the same to the
Payments Administrator at the Payments Administrator's Office.
(b) NO DEFAULT; REPRESENTATIONS AND WARRANTIES. On the
First Amendment Effective Date, both before and after giving effect to this
Amendment, (i) there shall exist no Default or Event of Default and (ii) all
representations and warranties contained in the Credit Agreement and in the
other Credit Documents shall be true and correct in all material respects.
III. GENERAL PROVISIONS
1. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
2. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,
each of which counterparts when executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A
complete set of counterparts shall be lodged with Holdings and the Payments
Administrator.
3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.
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