EXHIBIT 10.4 FIRST AMENDMENT TO THE CREDIT AGREEMENT FIRST AMENDMENT, dated as of July 12, 1999, among RJ REYNOLDS TOBACCO HOLDINGS, INC. (f/k/a RJR NABISCO, INC.), a Delaware corporation (the "Borrower") and the lending institutions party to the...
EXHIBIT 10.4
FIRST AMENDMENT TO THE CREDIT AGREEMENT
FIRST AMENDMENT, dated as of July 12, 1999, among XX XXXXXXXX
TOBACCO HOLDINGS, INC. (f/k/a RJR NABISCO, INC.), a Delaware corporation (the
"Borrower") and the lending institutions party to the Credit Agreement
referred to below (the "Amendment"). All capitalized terms used herein and
not otherwise defined herein shall have the respective meanings provided such
terms in the Credit Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, the Borrower, Holdings and various lending institutions (the
"Lenders") are parties to a Credit Agreement, dated as of May 7, 1999 (as in
effect on the date hereof, the "Credit Agreement"); and
WHEREAS, the Borrower, Holdings and the Lenders wish to amend the
Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. AMENDMENT TO THE CREDIT AGREEMENT.
1. The definition of "Consolidated Fixed Charges"
appearing in Section 10 of the Credit Agreement is hereby amended by inserting
the text "(other than any such cash taxes paid as a result of the International
Tobacco Sale)" after the words "cash taxes paid during such period" in subclause
(ii) of clause (A) of said definition.
II. MISCELLANEOUS PROVISIONS.
1. In order to induce the Lenders to enter into this
Amendment, each of Holdings and the Borrower hereby (i) makes each of the
representations, warranties and agreements contained in Section 6 of the Credit
Agreement and (ii) represents and warrants that there exists no Default or Event
of Default, in each case on the date hereof and on the Amendment Effective Date,
both before and after giving effect to this Amendment.
2. 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 (as defined in the Credit
Agreement).
3. 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 the Borrower and the Administrative Agent.
4. 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.
5. This Amendment shall become effective as of the date first
written above on the date (the "Amendment Effective Date") when (i) each of the
Credit Parties and (ii) Lenders constituting Required Lenders under the Credit
Agreement 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 White & Case, L.L.P., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxx Xxxxxxxxx (Facsimile No.: (000) 000-0000). After transmitting
its executed signature page to White & Case, L.L.P. as provided above, each of
the Lenders shall deliver executed hard copies of this Amendment to White &
Case, L.L.P., Attention: Xxxxxx Xxxxxxxxx at the address provided above.
* * *
2
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.
X.X. XXXXXXXX TOBACCO HOLDINGS, INC.
By
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Title:
SENIOR MANAGING AGENTS
THE CHASE MANHATTAN BANK,
Individually and as Administrative
Agent
By:
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Name:
Title:
BANKERS TRUST COMPANY, Individually
and as Syndication Agent
By:
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Name:
Title:
CITIBANK, N.A., Individually and as
Syndication Agent
By:
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Name:
Title:
3
CREDIT LYONNAIS, NEW YORK BRANCH,
Individually and as Syndication
Agent
By:
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Name:
Title:
THE FUJI BANK, LIMITED, Individually
and as Syndication Agent
By:
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Name:
Title:
BARCLAYS BANK PLC (NEW YORK),
Individually and as Syndication Agent
By:
----------------------------------
Name:
Title:
4
ABN AMRO BANK (NEW YORK)
By:
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Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:
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Name:
Title:
By:
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Name:
Title:
HSBC BANK USA
By:
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Name:
Title:
THE BANK OF NOVA SCOTIA
By:
----------------------------------
Name:
Title:
THE BANK OF NEW YORK
By:
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Name:
Title:
5
THE SUMITOMO BANK, LIMITED
By:
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Name:
Title:
CITY NATIONAL BANK OF NEW JERSEY
By:
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Name:
Title:
NORDDEUTSCHE LANDESBANK
(NEW YORK)
By:
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Name:
Title:
UBS AG, STAMFORD BRANCH
By:
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Name:
Title:
By:
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Name:
Title:
WACHOVIA BANK, N.A.
By:
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Name:
Title:
6
BANKBOSTON, N.A.
By:
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Name:
Title:
DLJ CAPITAL FUNDING, INC.
By:
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Name:
Title:
ERSTE BANK
By:
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Name:
Title:
EUROPEAN-AMERICAN BANK
By:
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Name:
Title:
FIRST HAWAIIAN BANK
By:
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Name:
Title:
7
PIMCO TOTAL RETURN FUND
By:
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Name:
Title:
ROYALTON COMPANY
By:
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Name:
Title:
STOCK PLUS, L.P., FUND A
By:
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Name:
Title:
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