Exhibit 10.3
FIRST AMENDMENT TO A CREDIT AGREEMENT
First Amendment (this "Amendment"), dated as of August
4, 1995, among American Home Food Products, Inc., Sherwood
Medical Company, X.X. Xxxxxx Company, Incorporated (each, a
"Subsidiary Borrower"), American Home Products Corporation
(the "Company", and together with the Subsidiary Borrowers,
the "Borrowers"), the lending institutions party to the A
Credit Agreement referred to below (the "Banks") and
Chemical Bank, as Agent (in such capacity, the "Agent").
All capitalized terms used herein and not otherwise defined
shall have the respective meanings provided such terms in
the A Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrowers, the Banks and the Agent are
parties to a Credit Agreement, dated as of September 9,
1994, (the "A Credit Agreement");
WHEREAS, the parties hereto wish to amend the A Credit
Agreement as herein provided;
NOW THEREFORE, it is agreed:
1. The first recital of the A Credit Agreement is
hereby amended by deleting the amount "$7,000,000,000" in
its entirety and inserting in lieu thereof the amount
"$4,000,000,000".
2. Section 1.1 of the A Credit Agreement is hereby
amended by deleting the definition of "Applicable Margin"
in its entirety and inserting in lieu thereof the following
new definition:
"Applicable Margin": a percentage equal to,
(x) for Alternate Base Rate Loans, 0%, (y) for C/D
Rate Loans, .320% and (z) for Eurodollar Rate Loans,
.195%.
3. Section 1.1 of the A Credit Agreement is hereby
amended by deleting the definition of "Facility Fee
Percentage" in its entirety and inserting in lieu thereof
the following definition:
""Facility Fee Percentage": a percentage
equal to .055%."
4. Section 1.1 of the A Credit Agreement is hereby
amended by deleting the definition of "Significant Usage
Period" in its entirety.
5. Section 1.1 of the A Credit Agreement is hereby
amended by deleting clause (a) of the definition of
"Termination Date" in its entirety and inserting in lieu
thereof "(a) August 3, 1996 (as such date may be extended
in accordance with the provisions of subsection 2.19)and ".
6. In order to induce the Agent and the Banks to
enter into this Amendment, the Borrowers hereby represent
and warrant that (x) no Default or Event of Default exists
on the First Amendment Effective Date (as defined herein)
both before and after giving effect to this Amendment and
(y) all of the representations and warranties contained in
the Credit Documents shall be true and correct in all
material respects on the First Amendment Effective Date
both before and after giving effect to this Amendment with
the same effect as though such representations and
warranties had been made on and as of the First Amendment
Effective Date (it being understood that any representation
or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).
7. This Amendment is limited as specified and shall
not constitute a modification, acceptance or waiver of any
other provision of the A Credit Agreement or any other
Credit Document.
8. 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 Company and the Agent.
9. 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.
10. Notwithstanding anything to the contrary
contained in the Credit Agreement or this Amendment, for
purposes of this Amendment "Banks" shall mean each of the
lending institutions who shall have delivered (including by
way of telecopier) by August 3, 1995 (or such later date as
the Agent and the Company shall agree) a signed copy hereof
to the Agent as provided in Section 8.2 of the Credit
Agreement.
11. On or prior to August 3, 1995 (or such later date
as the Agent and the Company shall agree) assuming that the
Banks who have signed and delivered a copy hereof pursuant
to paragraph 10 of this Amendment hold Commitments in the
aggregate of at least $4,000,000,000, (x) the Company and
the Agent shall reduce or reallocate the Commitments of
such Banks in their sole discretion for purposes of
establishing an aggregate total commitment of
$4,000,000,000 and (y) the Agent shall distribute revised
Schedules I and II to the Credit Agreement to reflect such
reductions and reallocations; provided that, after giving
effect to such reallocation, no Bank shall have a
Commitment in excess of its Commitment on the date hereof
unless such Bank has so agreed.
12. This Amendment shall become effective as of the
date hereof (the "First Amendment Effective Date") on the
date upon which (i) each of the Borrowers, the Agent and
Banks (after giving effect to paragraph 10 hereto), after
giving effect to the reallocation of Commitments pursuant
to paragraph 11 of this Amendment, shall have signed a copy
hereof (whether the same or different copies) and shall
have delivered (including by way of telecopier) the same to
the Agent as provided in Section 8.2 of the A Credit
Agreement and (ii) the First Amendment to the B Credit
Agreement, dated as of the date hereof, has become
effective.
13. From and after the First Amendment Effective
Date, all references in the A Credit Agreement and each of
the other A Credit Documents to the A Credit Agreement
shall be deemed to be references to the A Credit Agreement
after giving effect to this Amendment.
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.
AMERICAN HOME PRODUCTS CORPORATION
By:_____________________________
Title:
AMERICAN HOME FOOD PRODUCTS, INC.
By:_____________________________
Title:
SHERWOOD MEDICAL COMPANY
By:____________________________
Title:
X. X. XXXXXX COMPANY, INCORPORATED
By:________________________________
Title:
CHEMICAL BANK,
as Agent and as a Lender
By:_____________________________
Title:
ABN AMRO BANK N.V.,
NEW YORK BRANCH
By:_____________________________
Title:
By:_____________________________
Title:
BANCA NAZIONALE DEL LAVORO S.p.A.
NEW YORK BRANCH
By:_____________________________
Title:
By:_____________________________
Title:
BANK OF AMERICA NT & SA
By:_____________________________
Title:
BANK OF AMERICA ILLINOIS
By:_____________________________
Title:
BANK BRUSSELS XXXXXXX -
NEW YORK BRANCH
By:_____________________________
Title:
BANK OF MONTREAL
By:_____________________________
Title:
THE BANK OF NEW YORK
By:_____________________________
Title:
THE BANK OF NOVA SCOTIA
By:_____________________________
Title:
THE BANK OF TOKYO TRUST COMPANY
By:_____________________________
Title:
BANQUE NATIONALE DE PARIS -
NEW YORK BRANCH
By:_____________________________
Title:
By:_____________________________
Title:
BANQUE XXXXXXXXX XX XXXXX -
XXXXXXXXXX XXXXXX, XXXXXX XXXXXXX
By:_____________________________
Title:
By:_____________________________
Title:
BANQUE PARIBAS
By:_____________________________
Title:
By:_____________________________
Title:
BAYERISCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By:_____________________________
Title:
By:_____________________________
Title:
BAYERISCHE VEREINSBANK AG,
NEW YORK BRANCH
By:_____________________________
Title:
By:_____________________________
Title:
BANCA COMMERCIALE ITALIANA
NEW YORK BRANCH
By:_____________________________
Title:
By:_____________________________
Title:
BHF - BANK
By:_____________________________
Title:
THE BOATMEN'S NATIONAL BANK OF
ST. LOUIS
By:_____________________________
Title:
CARIPLO - CASSA DI RISPARMIO
DELLE PROVINCIE LOMBARDE SPA
By:_____________________________
Title:
By:_____________________________
Title:
THE CHASE MANHATTAN BANK, N.A.
By:_____________________________
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK AGENCY
By:_____________________________
Title:
CITIBANK, N.A.
By:_____________________________
Title:
COMMERZBANK AKTIENGESELLSCHAFT
By:_____________________________
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK, B.A.,
"RABOBANK NEDERLAND"
By:_____________________________
Title:
CORESTATES BANK, N.A.
By:_____________________________
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:_____________________________
Title:
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By:_____________________________
Title:
CREDIT SUISSE
By:_____________________________
Title:
CRESTAR BANK
By:_____________________________
Title:
THE DAI-ICHI KANGYO BANK LTD.
By:_____________________________
Title:
THE DAIWA BANK LTD. - NEW YORK
BRANCH
By:_____________________________
Title:
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES
By:_____________________________
Title:
By:_____________________________
Title:
DRESDNER BANK AG, NEW YORK BRANCH
By:_____________________________
Title:
DRESDNER BANK AG, GRAND CAYMAN
BRANCH
By:_____________________________
Title:
FIRST FIDELITY BANK, NATIONAL ASSOCIATION
By:_____________________________
Title:
FIRST INTERSTATE BANK OF CALIFORNIA
By:_____________________________
Title:
By:_____________________________
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:_____________________________
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:_____________________________
Title:
FIRST UNION NATIONAL BANK OF NC
By:_____________________________
Title:
THE FUJI BANK, LIMITED
By:_____________________________
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By:_____________________________
Title:
ISTITUTO BANCARIO SAN XXXXX XX XXXXXX SPA - NEW YORK
LIMITED BRANCH
By:_____________________________
Title:
LLOYDS BANK PLC
By:_____________________________
Title:
LTCB TRUST COMPANY
By:_____________________________
Title:
MELLON BANK, N.A.
By:_____________________________
Title:
THE MITSUBISHI BANK, LIMITED -
NEW YORK BRANCH
By:_____________________________
Title:
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED - NEW YORK BRANCH
By:_____________________________
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:_____________________________
Title:
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By:_____________________________
Title:
NATIONAL WESTMINSTER BANK PLC
By:_____________________________
Title:
NORDDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By:_____________________________
Title:
By:_____________________________
Title:
THE NORINCHUKIN BANK, NEW YORK BRANCH
By:_____________________________
Title:
THE NORTHERN TRUST COMPANY
By:_____________________________
Title:
PNC BANK, NATIONAL ASSOCIATION
By:_____________________________
Title:
ROYAL BANK OF CANADA
By:_____________________________
Title:
THE SAKURA BANK, LIMITED
By:_____________________________
Title:
THE SANWA BANK LTD, NEW YORK
BRANCH
By:_____________________________
Title:
SHAWMUT BANK CONNECTICUT, N.A.
By:_____________________________
Title:
SOCIETE GENERALE
By:_____________________________
Title:
STANDARD CHARTERED BANK
By:_____________________________
Title:
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By:_____________________________
Title:
THE SUMITOMO TRUST & BANKING CO.
By:_____________________________
Title:
SWISS BANK CORPORATION, NEW YORK BRANCH
By:_____________________________
Title:
THE TOKAI BANK, LIMITED
NEW YORK BRANCH
By:_____________________________
Title:
TORONTO DOMINION (NEW YORK), INC.
By:_____________________________
Title:
TOYO TRUST & BANKING CO.
By:_____________________________
Title:
WACHOVIA BANK OF GEORGIA, N.A.
By:_____________________________
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK AND
CAYMAN ISLANDS BRANCHES
By:_____________________________
Title:
WESTPAC BANKING CORPORATION
By:_____________________________
Title:
YASUDA TRUST & BANKING
By:_____________________________
Title:
