EXHIBIT 99.3
CONFORMED COPY
AMENDMENT NO. 1 TO FIVE-YEAR CREDIT AGREEMENT
AMENDMENT dated as of October 31, 2001 to the Five-Year Credit
Agreement dated as of January 24, 2001 (the "CREDIT AGREEMENT") among GENERAL
XXXXX, INC. (the "COMPANY"), XXXXXXX XXXXX BARNEY INC., as Syndication Agent,
BARCLAYS BANK PLC and CREDIT SUISSE FIRST BOSTON, as Co-Documentation Agents,
the several financial institutions from time to time party thereto
(collectively, the "BANKS"; individually, a "BANK") and THE CHASE MANHATTAN
BANK, as Administrative Agent (the "ADMINISTRATIVE AGENT").
W I T N E S S E T H:
WHEREAS, the Company intends to acquire (the "ACQUISITION"), pursuant
to the Agreement and Plan of Merger dated as of July 16, 2000, as amended (the
"MERGER AGREEMENT"), the food businesses (other than fast food business) of
Diageo Plc, including The Pillsbury Company, a Delaware corporation and its
subsidiaries;
WHEREAS, in connection with the Acquisition, the Company has requested
the Banks to amend the Credit Agreement as set forth herein;
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 this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. AMENDMENTS. (a) Section 1.01 of the Credit Agreement is
amended by the addition of the following defined terms in their appropriate
alphabetical position:
"ACQUISITION" has the meaning specified in the recitals to
Amendment No. 1 hereto.
"Merger AGREEMENT" has the meaning specified in the recitals
to Amendment No. 1 hereto.
(b) Section 7.04 is amended to read in its entirety as follows:
SECTION 7.04 TRANSACTIONS WITH AFFILIATES. The Company shall
not, and shall not suffer or permit any of its Subsidiaries to, enter
into any transaction with any Affiliate of the Company or of any such
Subsidiary, except (a) as expressly permitted by this Agreement, (b) as
permitted by Section 5.3 of the Merger Agreement in connection with and
prior to (or within 30 days after) the Acquisition, (c) in connection
with the repurchase by the Company of common stock of the Company, or
(d) in the Ordinary Course of Business and pursuant to the reasonable
conduct of the business of the Company or such Subsidiary.
SECTION 3. REPRESENTATIONS OF COMPANY. The Company represents and
warrants that (i) the representations and warranties of the Company set forth in
Article 5 of the Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default or Event of Default will have occurred and be
continuing on such date.
SECTION 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 6. EFFECTIVENESS. This Amendment shall become effective as of
the date hereof on the date ("AMENDMENT EFFECTIVE DATE") when the Administrative
Agent shall have received from each of the Company and the Majority Banks a
counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Administrative Agent) that such party
has signed a counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
GENERAL XXXXX, INC.
By: /s/ Xxxxx XxxXxxxxxxxxx
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Title: Vice President
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BARCLAYS BANK PLC
By: /s/ L. Xxxxx Xxxxxx
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Title: Director
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Director
By: /s/ Xxx Xxxxx
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Title: Director
THE CHASE MANHATTAN BANK
By: /s/ X.X. Xxxxxxxx
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Title: Vice President
CITICORP USA, INC.
By: /s/ Xxxxxxxx Xxxxxxxxxx
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Title: Managing Director
BANK OF AMERICA, N.A.
By: /s/ Xxxx Xxxxxxx
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Title: Managing Director
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DEUTSCHE BANK AG NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By: /s/ Xxxxxxxxx Xxxxx
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Title: Vice President
By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President
UBS AG, STAMFORD BRANCH
By: /s/ Xxxxxxx X. Saint
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Title: Associate Director
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Director
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By: /s/ Xxxxxxx XxXxx
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Title: Vice President & Manager
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Nobuyasu Fukatsu
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Title: General Manager
4
CREDIT LYONNAIS CHICAGO BRANCH
By:
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Name:
Title:
SUNTRUST BANK
By: /s/ Xxxxxxx Xxxxxxx
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Title: Vice President
XXXXX FARGO BANK, NATIONAL
ASSOCIATION
By: /s/ Xxxxx X. Van Metre
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Title: Vice President and Senior Banker
By: /s/ Xxxxx X. Xxxxx
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Title: Regional Vice President
ABN AMRO BANK N.V.
By: /s/ Xxxx X. Xxxxxxxxx
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Title: Group Vice President
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
5
MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxx
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Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ Xxxx X. Xxx
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Title:
THE BANK OF NEW YORK
By: /s/ Xxxx-Xxxx Xxxxxxx
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Title: Vice President
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