AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1 TO 4-YEAR REVOLVING CREDIT AGREEMENT
AMENDMENT NO. 1, dated as of April 4, 2013 (this “Amendment”), among Mondelēz International, Inc. (formerly known as Kraft Foods Inc.), a Virginia corporation (the “Company”), and the Lenders set forth on the signature pages hereto to the 4-Year Revolving Credit Agreement dated as of April 1, 2011 (as amended, modified or supplemented from time to time, the “Credit Agreement”) among the Company, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A. and Deutsche Bank AG New York Branch, as co-administrative agents, JPMorgan Chase Bank, N.A., as paying agent (the “Paying Agent”), Citigroup Global Markets Inc., as syndication agent, and Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc., as co-documentation agents. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
WHEREAS, pursuant to Section 9.01 thereof, the Company has requested that the Required Lenders agree to amend certain provisions of the Credit Agreement as provided for herein; and
WHEREAS, subject to the conditions set forth herein, the Required Lenders are willing to agree to such amendment relating to the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Amendment. Effective as of March 31, 2013 and thereafter, the definition of “Minimum Shareholders’ Equity” in Section 1.01 of the Credit Agreement is amended and restated in its entirety as follows:
“‘Minimum Shareholders’ Equity’ means total shareholders’ equity (excluding accumulated other comprehensive income or losses) of $24,600,000,000.”
2. Representations and Warranties. The Company hereby represents and warrants to the Lenders as of the date hereof that:
A. The execution, delivery and performance of this Amendment are within the corporate powers of the Company, have been duly authorized by all necessary corporate action by the Company and do not contravene (i) the charter or by-laws of the Company or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or any contractual restriction binding on or affecting the Company; and
B. After giving effect to this Amendment, the representations and warranties set forth in the Credit Agreement are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.
C. At the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
3. Conditions to Effectiveness. This Amendment shall become effective on the date on which:
A. The Paying Agent (or its counsel) shall have received an executed counterpart of this Amendment from the Company and the Required Lenders.
B. The Company shall have paid all reasonable out-of-pocket expenses of the Paying Agent in connection with this Amendment and the transaction contemplated hereby (including the reasonable fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Paying Agent), in each case to the extent invoiced prior to the date hereof.
4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or email shall be effective as delivery of a manually executed counterpart hereof.
5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW DOCTRINES.
6. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
7. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other documents related thereto, and, save as expressly set forth herein, shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any document related thereto, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as modified hereby.
[SIGNATURE PAGES FOLLOW]
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| MONDELĒZ INTERNATIONAL, INC. | ||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Senior Vice President And Treasurer | |||
Amendment No. 1 to 4-Year Revolving Credit Agreement
| JPMORGAN CHASE BANK, N.A., as Paying Agent and as a Lender | ||||
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | Executive Director | |||
Amendment No. 1 to 4-Year Revolving Credit Agreement
| Citibank, N.A. as Lender | ||||
| By: | /s/ Xxxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
[Amendment No. 1]
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender | ||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | Assistant Vice President | |||
Amendment No. 1 to Credit Agreement dated April 1, 2011
| DEUTSCHE BANK AG NEW YORK BRANCH, as Lender | ||||
| By: | /s/ Xxxx X. Xxx | |||
| Name: | Xxxx X. Xxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
[Amendment No. 1]
| HSBC Bank USA, National Association, as Lender | ||||
| By: | /s/ Xxxxxxxxx Xxxx | |||
| Name: | Xxxxxxxxx Xxxx | |||
| Title: | Vice President | |||
RESTRICTED—[Amendment No. 1]
| BARCLAYS BANK PLC, as Lender | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | XXXX XXXXXX | |||
| Title: | VICE PRESIDENT | |||
[Amendment No. 1]
| BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH as Lender | ||||
| By: | /s/ Xxxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxxxx Xxxxxx | |||
| Name: | Xxxxxxxx Xxxxxx | |||
| Title: | Executive Director | |||
[Amendment No. 1]
| Bank of America, N.A. [REQUIRED LENDER], as a Lender | ||||
| By: | /s/ J. Xxxxx Xxxxxxxx | |||
| Name: | J. Xxxxx Xxxxxxxx | |||
| Title: | Director | |||
Amendment No. 1 to 4-Year Revolving Credit Agreement
| BNP Paribas, as Lender | ||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Managing Director | |||
[Amendment No. 1]
| The Royal Bank of Scotland plc, as Lender | ||||
| By: | /s/ Xxxxxxx X. XxXxxxxx | |||
| Name: | Xxxxxxx X. XxXxxxxx | |||
| Title: | Managing Director | |||
[Amendment No. 1]
| Societe Generale, as Lender | ||||
| By: | /s/ Xxxxx Xxx | |||
| Name: | Xxxxx Xxx | |||
| Title: | Director | |||
[Amendment No. 1]
| UBS LOAN FINANCE LLC, as Lender | ||||
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxx | |||
| Title: | Associate Director | |||
[Amendment No. 1]
| XXXXXXX XXXXX BANK USA, as Lender | ||||
| By: | /s/ Xxxxxxxx Latzom | |||
| Name: | Xxxxxxxx Latzom | |||
| Title: | Authorized Signatory | |||
[Amendment No. 1]
| Banco Santander, S.A., New York Branch as a Lender | ||||
| By: | /s/ Xxxx Xxxx-Xxxxxxxx | |||
| Name: | Xxxx Xxxx-Xxxxxxxx | |||
| Title: | Executive Director Banco Santander, S.A., New York Branch | |||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Senior Vice President Banco Santander, S.A., New York Branch | |||
Amendment No. 1 to 4-Year Revolving Credit Agreement
| MIZUHO CORPORATE BANK, LTD., as Lender | ||||
| By: | /s/ Xxxxx XxXxxxxxxxx | |||
| Name: | Xxxxx XxXxxxxxxxx | |||
| Title: | Authorized Signatory | |||
[Amendment No. 1]
| Xxxxx Fargo Bank, N.A., as Lender | ||||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxx | |||
| Title: | Vice President | |||
[Amendment No. 1]
| THE BANK OF NOVA SCOTIA, as Lender | ||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Director | |||
[Amendment No. 1]
| THE BANK OF TOKYO-MITSUBISHI UFJ LTD., as Lender | ||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Authorized Signatory | |||
[Amendment No. 1]
| COBANK, ACB, as Lender | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President | |||
[Amendment No. 1]
| Credit Agricole Corporate and Investment Bank, as Lender | ||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice President | |||
[Amendment No. 1]
| ING Bank N.V., Dublin Branch, as Lender | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
[Amendment No. 1]
| National Australia Bank, as Lender | ||||
| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Director | |||
[Amendment No. 1]
| DNB Bank ASA, Grand Cayman Branch, as Lender | ||||
| By: | /s/ Xxxxxx X. Xurpiewski | |||
| Name: | Xxxxxx X. Xurpiewski | |||
| Title: | Senior Vice President | |||
| By: | /s/ Xxxxxxx Xx | |||
| Name: | Xxxxxxx Xx | |||
| Title: | First Vice President | |||
[Amendment No. 1]
| The Northern Trust Company, as Lender | ||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Second Vice President | |||
[Amendment No. 1]
| RB International Finance (USA) LLC, as a Lender | ||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Group Vice President | |||
Amendment No. 1 to 4-Year Revolving Credit Agreement
| Standard Chartered Bank, as Lender | ||||
| By: | /s/ Xxxxx Xxxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxxx | |||
| Title: | Credit Documentation Manager | |||
| Credit Documentation Unit, WB | ||||
| Legal Americas | ||||
[Amendment No. 1]
| STATE STREET BANK AND TRUST COMPANY, as Lender | ||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
[Amendment No. 1]
| THE STANDARD BANK OF SOUTH AFRICA LIMITED, as Lender | ||||
| By: | /s/ Xxxxxx Xxxxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxxxx | |||
| Title: | Head, Investment Banking, Africa | |||
[Amendment No. 1]
| Svenska Handelsbanken AB (publ), New York Branch as Lender | ||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Senior Vice President | |||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President | |||
[Amendment No. 1]
| U.S. BANK NATIONAL ASSOCIATION
as Lender | ||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Vice President | |||
[Amendment No. 1]
