LETTER AMENDMENT Dated as of September 14, 2006
Exhibit
10.1
EXECUTION
COPY
Dated
as
of September 14, 2006
To
the
banks, financial institutions
and
other
institutional lenders
(collectively,
the “Lenders”)
parties
to
the
Credit Agreement referred to
below
and
to Citibank, N.A., as agent
(the
“Agent”)
for
the Lenders
Ladies
and Gentlemen:
We
refer
to the Credit Agreement dated as of March 13, 2006 (the “Credit
Agreement”)
among
the undersigned and you. Capitalized terms not otherwise defined in this Letter
Amendment have the same meanings as specified in the Credit
Agreement.
It
is
hereby agreed by you and us that the Credit Agreement is, effective as of the
date of this Letter Amendment, hereby amended as follows:
(a) The
definition of Termination Date in Section 1.01 is amended by deleting the date
“September 15, 2006” and substituting therefor the date “December 1,
2006”.
(b) Schedule
I is amended in full to read as set forth as Annex A to this Letter
Amendment.
The
Company hereby certifies that, as of the date of this Letter Amendment, the
representations and warranties contained in Section 4.01 of the Credit Agreement
are correct on and as of such date and no event has occurred and is continuing
that constitutes a Default.
This
Letter Amendment shall become effective as of the date first above written
when,
and only when, on or before September 15, 2006, the Agent shall have received
counterparts of this Letter Amendment executed by the undersigned and all of
the
Lenders or, as to any of the Lenders, advice satisfactory to the Agent that
such
Lender has executed this Letter Amendment. This Letter Amendment is subject
to
the provisions of Section 9.01 of the Credit Agreement.
On
and
after the effectiveness of this Letter Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof ” or words
of like
import referring to the Credit Agreement, and each reference in the Notes to
“the Credit Agreement”, “thereunder”, “thereof ” or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Letter Amendment.
The
Credit Agreement and the Notes, as specifically amended by this Letter
Amendment, are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed. The execution, delivery and
effectiveness of this Letter Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Lender or
the
Agent under the Credit Agreement, nor constitute a waiver of any provision
of
the Credit Agreement.
2
If
you
agree to the terms and provisions hereof, please evidence such agreement
by
executing and returning at least two counterparts of this Letter Amendment
to
Xxxxx X. Xxxxxx, Xxxxxxxx & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx Xxx
Xxxx 00000.
This
Letter Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be
deemed to be an original and all of which taken together shall constitute one
and the same agreement. Delivery of an executed counterpart of a signature
page
to this Letter Amendment by telecopier shall be effective as delivery of a
manually executed counterpart of this Letter Amendment.
This
Letter Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York.
Very
truly yours,
THE
HERSHEY COMPANY
By:
/s/
Xxxxx X. Xxxx
Name:
Xxxxx X. Xxxx
Title: Senior Vice President, Chief Financial Officer
By:
/s/
Xxxx X. Xxxxx
Name:
Xxxx X. Xxxxx
Title:
Vice President and Treasurer
Agreed
as
of the date first above written:
CITIBANK,
N.A.,
as
Agent
and as Lender
By
/s/ Xxxxx X. Xxxx
Title:
Vice President
BANK
OF
AMERICA, N.A.
By
/s/ J. Xxxx Xxxxxxxx
Title: Vice President
UBS
LOAN
FINANCE LLC
By
/s/ Xxxxxxx X. Xxxxxx
Title: Director
By
/s/ Xxxx X. Xxxx
Title: Associate Director
ANNEX
A
to Letter Amendment
SCHEDULE
I TO THE AMENDMENT AND RESTATEMENT
COMMITMENTS
AND APPLICABLE LENDING OFFICES
|
Name
of Initial
Lender
|
Commitment
|
Domestic
Lending Office
|
Eurodollar
Lending Office
|
|
Bank
of America,
N.A.
|
$66,666,666.50
|
000
Xxxx Xxxxxx, 00xx
Xxxxx
Xxxxxx,
XX 00000
Attn:
Xxxxxxx
Xxxx
T:
(000) 000-0000
F:
(000) 000-0000
|
000
Xxxx Xxxxxx, 00xx
Xxxxx
Xxxxxx,
XX 00000
Attn:
Xxxxxxx
Xxxx
T:
(000) 000-0000
F:
(000) 000-0000
|
|
Citibank,
N.A.
|
$66,666,667.00
|
Xxx
Xxxxx Xxx
Xxx
Xxxxxx, XX 00000
Attn:
Bank Loan
Syndications
T:
(000) 000-0000
F:
(000) 000-0000
|
Xxx
Xxxxx Xxx
Xxx
Xxxxxx, XX 00000
Attn:
Bank Loan
Syndications
T:
(000) 000-0000
F:
(000) 000-0000
|
|
UBS
Loan Finance
LLC
|
$66,666,666.50
|
000
Xxxxxxxxxx Xxxx.
Xxxxxxxx,
XX 00000
Attn:
Xxxxxx Xxxxxx
T:
(000) 000-0000
F:
(203) 719-3888
|
000
Xxxxxxxxxx Xxxx.
Xxxxxxxx,
XX 00000
Attn:
Xxxxxx Xxxxxx
T:
(000) 000-0000
F:
(000) 000-0000
|
TOTAL
OF
$200,000,000
COMMITMENTS
