EXHIBIT 10.1
THIRD AMENDMENT TO THE 364 DAY CREDIT AGREEMENT
THIRD AMENDMENT (this "Amendment"), dated as of September 25, 1998 among
NABISCO HOLDINGS CORP., a Delaware corporation ("Holdings"), NABISCO, INC., a
New Jersey corporation (the "Borrower"), and the lending institutions party to
the 364 Day Credit Agreement referred to below. All capitalized terms used
herein and not otherwise defined herein shall have the respective meanings
provided such terms in the 364 Day Credit Agreement.
W I T N E S S E T H:
WHEREAS, Holdings, the Borrower and various lending institutions (the
"Banks") are parties to a Credit Agreement, dated as of October 31, 1996 (the
"364 Day Credit Agreement");
WHEREAS, Holdings, the Borrower and the Banks wish to amend the 364 Day
Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendment to the 364 Day Credit Agreement.
1. The definition of "Commitment Expiry Date" appearing in Section 10
of the Credit Agreement shall be amended in its entirety as follows:
"Commitment Expiry Date" shall mean the date which is 364 days after
the Third Amendment Effective Date.
2. Section 10 of the 364 Day Credit Agreement is hereby further amended
by (i) deleting definitions of "First Amendment" and "First Amendment
Effective Date" appearing in said Section and (ii) inserting the following
new definitions in appropriate alphabetical order:
"Third Amendment" shall mean the Third Amendment to this Agreement,
dated as of September 25, 1998.
"Third Amendment Effective Date" shall have the meaning provided in
the Third Amendment.
II. Miscellaneous Provisions.
1. In order to induce the Banks to enter into this Amendment, each Credit
Party hereby (i) makes each of the representations, warranties and agreements
contained in Section 6 of the 364 Day Credit Agreement and (ii) represents and
warrants that there exists no Default or Event of Default, in each case on the
Third Amendment Date (as defined below), 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 364 Day Credit
Agreement or any other Credit Document.
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 Holdings and the Payment Administrator.
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 on October 29, 1998 (the "Third
Amendment Effective Date"), so long as on or prior to such date (i) each of the
Credit Parties and (ii) 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 White & Case, 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xx. Xxxxxxxxxx Xxxxxxxx
(Facsimile No. (000) 000-0000).
* * *
IN WITNESS WHEREOF, each of the parties hereto has created a counterpart of
this Amendment to be duly executed and delivered as of the date first above
written.
NABISCO HOLDINGS CORP.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President & Treasurer
NABISCO, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President & Treasurer
