EXHIBIT 99.2
CONFORMED COPY
AMENDMENT NO. 2 TO 364-DAY CREDIT AGREEMENT
AMENDMENT dated as of January 23, 2002 to the 364-Day Credit Agreement
dated as of January 24, 2001 (as amended prior to the Amendment Effective Date
referred to below, the "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 (the "BANKS"), and JPMORGAN CHASE
BANK, as Administrative Agent (the "AGENT").
W I T N E S S E T H:
WHEREAS, at the date hereof, there are no Loans outstanding under the
Agreement; and
WHEREAS, the parties hereto desire to amend the 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 Agreement has the
meaning assigned to such term in the 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
Agreement shall, after the Amendment Effective Date, refer to the Agreement as
amended hereby. The term "NOTE" defined in the Agreement shall be from and after
the date hereof the New Notes (as defined below) issued pursuant hereto.
SECTION 2. AMENDMENTS.
(a) The definitions of Administrative Agent-Related Persons and Lead
Arrangers in Section 1.01 are amended by changing "Chase Securities Inc." to
"X.X. Xxxxxx Securities Inc."
(b) The definition of Applicable Margin in Section 1.01 is amended by
(i) inserting "(i)" after the comma in the last sentence and (ii) inserting "and
(ii) the Applicable Margin with respect to Offshore Rate Loans shall be
increased by an additional 0.125%" before the period in the last sentence.
(c) Section 1.01 is amended by (i) changing the defined term "Chase" to
"JPMorgan Chase", (ii) changing "The Chase Manhattan Bank" in the definition of
JPMorgan Chase to "JPMorgan Chase Bank" and (iii) changing each reference to the
defined term Chase in the Agreement to the defined term JPMorgan Chase.
(d) The following new definition is added to Section 1.01 in its
appropriate alphabetical position:
"CREDIT EXPOSURE" means, with respect to any Bank at any time, (i) the
amount of its Revolving Commitment (whether used or unused) at such time or (ii)
if the Revolving Commitments have terminated in their entirety, the aggregate
outstanding principal amount of its Loans at such time.
(e) Section 1.01 is amended by (i) changing the defined term "Fee
Letter" to "Fee Letters", (ii) changing each reference to the defined term Fee
Letter in the Agreement to the defined term Fee Letters and (iii) amending the
definition of Fee Letters to read as follows:
"FEE LETTERS" means that certain letter agreement between the Company,
Chase Securities Inc. and The Chase Manhattan Bank dated December 21, 2000 and
that certain letter agreement between the Company, X.X. Xxxxxx Securities Inc.
and JPMorgan Chase dated December 19, 2001.
(f) The following new definition is added to Section 1.01 in its
appropriate alphabetical position:
"FINAL MATURITY DATE" means the first anniversary of the Revolving
Termination Date, or if such date is not a Business Day, the next preceding
Business Day.
(g) Proviso (iii) of the definition of Interest Period is amended to
read as follows: "no Interest Period may end after the Final Maturity Date."
(h) The definition of Majority Banks in Section 1.01 is amended to read
as follows:
"MAJORITY BANKS" means at any time Banks then holding at least 51% of
the aggregate amount of the Credit Exposures at such time.
(i) The definition of Material Subsidiary in Section 1.01 is amended by
adding "The Pillsbury Company, a Delaware corporation," after "corporation," in
the third line.
(j) The definition of Ratio of Earnings to Fixed Charges in Section
1.01 is amended by changing the date "May 28, 2000" to "May 27, 2001".
(k) The defined term Revolving Loan in Section 1.01 is deleted. Each
reference to the defined term Revolving Loan in the Agreement is changed to the
defined term Loan.
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(l) The definition of Revolving Termination Date in Section 1.01 is
amended by changing the date "January 23, 2002" to "January 22, 2003".
(m) The parenthetical phrase "(each such Loan, a "Revolving Loan")" in
Section 2.01 is deleted.
(n) The word "Revolving" is inserted before "Commitments" in the last
sentence of Section 2.05, the PROVISO in Section 8.01 and Section 8.02(a).
(o) The phrase "Revolving Termination Date"is changed to "Final
Maturity Date" in Sections 2.07, 2.09(a), and Exhibit D.
(p) Section 2.09(a) is amended by (i) changing the phrase "Revolving
Commitment" to "Credit Exposure" in the second line, (ii) changing "Commitments"
to "the Credit Exposures" in the ninth line and (iii) inserting "or 2.06" after
"Section 2.05" in the ninth line.
(q) Section 4.01(d) is amended by changing "Assistant" to "Associate".
(r) Section 5.14(a) is amended by changing the date "May 28, 2000" to
"May 27, 2001".
(s) Section 5.14(b) is amended by changing the date "November 26, 2000"
to "November 25, 2001".
(t) Sections 6.03(c), 6.03(d) and 6.07(b) are amended by changing
"$50,000,000" to "$100,000,000".
(u) Section 7.02 is amended by (i) changing "The Pillsbury Company's
dessert business and" to "the" in clause (d), (ii) inserting "and" after the
semicolon at the end of clause (d) and (iii) deleting clause (e).
(v) Section 7.06 is amended by changing the date "May 28, 2000" to "May
27, 2001".
(w) Section 10.02(c) is amended by deleting "at" before "Article 2" in
the second line.
(x) The Agreement is amended by replacing the existing Schedules 2.01
and 7.01 with the Schedules 2.01 and 7.01 attached hereto.
SECTION 3. CHANGES IN COMMITMENTS. With effect from and including the
Amendment Effective Date, (i) each Person listed on the signature pages hereof
which is not a party to the Agreement (each, a "NEW BANK") shall become a Bank
party to the Agreement and (ii) the Commitment of each Bank shall be the amount
set forth opposite the name of such Bank on Schedule 2.01 attached hereto. On
the Amendment Effective Date, any Bank whose Commitment is changed to zero
(each, an "EXITING BANK") shall cease to be a Bank party to the Agreement, and
all accrued fees and other amounts payable under the Agreement for the account
of each Exiting Bank shall be due and payable on such date; PROVIDED that the
provisions of Sections 3.01, 3.03, 10.04 and 10.05 of the Agreement shall
continue to inure to the benefit of each Exiting Bank after the Amendment
Effective Date.
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SECTION 4. REPRESENTATIONS OF COMPANY. The Company represents and
warrants that (i) the representations and warranties of the Company set forth in
Article 5 of the 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 5. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 1.01. 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 on the
date when the following conditions are met (the "AMENDMENT EFFECTIVE DATE"):
(a) the Agent shall have received from each of the Company and the
Banks a counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Agent) that such party has signed a
counterpart hereof;
(b) the Agent shall have received a duly executed Note for each of the
Banks (a "NEW Note"), dated on or before the date of effectiveness hereof and
otherwise in compliance with Section 2.02(b) of the Agreement;
(c) The Agent shall have received a certificate signed by a Responsible
Officer, dated as of the Amendment Effective Date, stating that:
(i) the representations and warranties contained in Article 5
are true and correct on and as of such date, as though made on and as
of such date;
(ii) no Default or Event of Default exists; and
(iii) there has occurred since November 25, 2001, no event or
circumstance that has resulted or could reasonably be expected to
result in a Material Adverse Effect;
(d) the Agent shall have received an opinion of Xxxxxxxxx Xxxxxxxxxx,
Associate General Counsel of the Company, addressed to the Agents and the Banks,
in form and substance satisfactory to the Agent; and
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(e) the Agent shall have received all documents the Agent may
reasonably request relating to the existence of the Company, the corporate
authority for and the validity of this Amendment, and any other matters relevant
hereto, all in form and substance satisfactory to the Agent.
Upon receipt of its New Note, each Bank (other than a New Bank) shall
cancel and return to the Company the Note previously issued to it under the
Agreement.
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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 X. XxxXxxxxxxxxx
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Title: Vice President, Treasurer
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JPMORGAN CHASE BANK,
as Administrative Agent
By: /s/ X. X. Xxxxxxxx
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Title: Vice President
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XXXXXXX XXXXX BARNEY INC.,
as Syndication Agent
By: /s/ Xxxxx Xxxxxxxx
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Title: Managing Director
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BARCLAYS BANK PLC,
as Co-Documentation Agent and as a Bank
By: /s/ Xxxxxxx Xxxxxxxxx
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Title: Director
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CREDIT SUISSE FIRST BOSTON,
as Co-Documentation Agent and as a Bank
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Director
By: /s/ Xxx Xxxxx
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Title: Director
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JPMORGAN CHASE BANK
By: X. X. Xxxxxxxx
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Title: Vice President
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CITICORP USA, INC.
By: /s/ Xxxx X'Xxxxxxx
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Title: Vice President
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DEUTSCHE BANK AG NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President
By: /s/ Xxxxx X. Xxxxxxxxx, Xx.
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Title: Vice President
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BANK OF AMERICA, N.A.
By: /s/ Xxxxx X. Xxxxxxxxx
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Title: Vice President
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UBS, AG STAMFORD BRANCH
By: /s/ Xxxxxxx X. Saint
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Title: Associate Director
By: /s/ Xxxxxxxx X. Xxxxxx
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Title: Associate Director
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THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By: /s/ Xxxxxx Xxxxxxx
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Title: General Manager
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ABN AMRO BANK, N.V.
By: /s/ W. Xxxxxxx Xxxxx
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Title: Senior Vice President
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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BNP PARIBAS
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Director
By: /s/ Xxxxxxxxx X. Xxxxxx
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Title: Vice President
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CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ Xxxx Xxx Xxxxx
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Title: Vice President
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FLEET NATIONAL BANK
By: /s/ Xxxxxx Xxxxxxx
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Title: Vice President
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HSBC BANK USA
By: /s/ Xxxxxxx X. Xxxxxx
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Title: First Vice President
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MELLON BANK, N.A.
By: /s/ Xxxxx X. Xxxxx
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Title: Vice President
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SUNTRUST BANK
By: /s/ Xxxxxxx Xxxxxxx
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Title: Vice President
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XXXXX FARGO BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Van Metre
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Title: Vice President and Senior Banker
By: /s/ Xxx Xxxxx
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Title: Senior Vice President
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XXXXXXX XXXXX BANK USA
By: /s/ D. Xxxxx Xxxxx
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Title: Senior Lending Officer
00
XXXXX XXXXXXXXX XXX XXXXXX, XXX
By: /s/ Xxxxxxxx X. Xxxx
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Title: Vice President
By: /s/ Xxxxxxxx Xxxxxxxxx
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Title: First Vice President
00
XXX XXXX XX XXX XXXX
By: /s/ Xxxx-Xxxx Xxxxxxx
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Title: Vice President
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U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Vice President
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THE FUJI BANK, LIMITED
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Senior Vice President & Group Head
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THE DAI ICHI KANGYO BANK, LIMITED
By: /s/ Xxxx X. Xxxxx, Xx.
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Title: Senior Vice President
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COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President
By: /s/ Xxxxxx X. Xxxxxx
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Title: Managing Director
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