AMENDMENT NO. 1 TO CREDIT AGREEMENT
Exhibit 10.1
Execution Copy
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This Amendment (this “Amendment”) is entered into as of May 17, 2007 by and among Wm.
Wrigley Jr. Company, a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, N. A.,
individually and as administrative agent (the “Administrative Agent”), and the other financial
institutions signatory hereto.
RECITALS
A. The Borrower, the Administrative Agent and the Lenders are party to that certain
credit agreement dated as of July 14, 2005 (the “Credit Agreement”). Unless otherwise
specified
herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by
the Credit Agreement.
B. The Borrower, the Administrative Agent and the Lenders wish to amend the
Credit Agreement on the terms and conditions set forth below.
Now, therefore, in consideration of the mutual execution hereof and other good and valuable
consideration, the parties hereto agree as follows:
1. Amendment of Credit Agreement. The Credit Agreement is hereby
amended as follows:
(a) Section 5.4 of the Credit Agreement is amended in its entirety to read
as follows:
Financial Statements. The December 31, 2006 consolidated financial
statements of the Borrower and its Subsidiaries heretofore delivered to the Lenders
were prepared in accordance with generally accepted accounting principles in effect
on the date such statements were prepared and fairly present in all material
respects the consolidated financial conditions and their operations of the Borrower
and its Subsidiaries at such date and the consolidated results of their operation
for the period then ended.
(b) Section 6.13 of the Credit Agreement is amended in its entirety to read
as follows:
Leverage Ratio. The Borrower will not permit the Leverage Ratio at any time
to be greater than 0.65 to 1.00.
(c) The Pricing Schedule is hereby amended in its entirety to read as the pricing
schedule attached hereto.
(d) Schedule 1 to the Credit Agreement is hereby amended in its entirety to
read as attached hereto.
2. Representations and Warranties of the Borrower. The Borrower
represents and warrants that:
(a) The Borrower has the corporate power and authority and legal right to execute and
deliver this Amendment and to perform its obligations hereunder. The execution and delivery
by the Borrower of this Amendment and the performance of its obligations hereunder have
been duly authorized by proper corporate proceedings, and this Amendment constitutes the
legal, valid and binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms, except as enforceability may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights generally and by
general equitable principles (whether enforcement is sought by proceedings in equity or at
law);
(b) Treating this Amendment and the Credit Agreement as amended hereby as “Loan
Documents” for purposes thereof, each of the representations and warranties contained in
Article V of the Credit Agreement is true and correct in all material respects on and as of
the date hereof as if made on the date hereof; and
(c) No Default or Unmatured Default has occurred and is continuing.
3. Effective Date. This Amendment shall become effective upon the execution and
delivery hereof by the Borrower, the Administrative Agent and the Lenders identified on the
signature pages hereto.
4. Reference to and Effect Upon the Credit Agreement.
(a) Except as specifically amended above, the Credit Agreement and the other Loan
Documents shall remain in full force and effect and are hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or any Lender under the
Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the
Credit Agreement or any Loan Document, except as specifically set forth herein. Upon the
effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof, “herein” or words of similar import shall mean and be a reference to
the Credit Agreement as amended hereby.
5. Costs and Expenses. The Borrower hereby affirms its obligation to reimburse the
Administrative Agent for all reasonable out-of-pocket expenses incurred by the Administrative
Agent in connection with this Amendment as set forth in Section 9.5 of the Credit Agreement.
6. Exiting Lender Consent. Dresdner Bank AG (the “Exiting Lender”) hereby consents to
the foregoing Amendment solely for purposes of meeting the requirements of Section 8.2 of the
Credit Agreement. Exiting Lender agrees that, upon the effectiveness of this Amendment and the
payment to the Exiting Lender of all Obligations due it, the Commitment of the Exiting Lender shall
be reduced to zero and the Exiting Lender shall cease to have any rights or duties as a Lender
under either the Credit Agreement or this Amendment except for rights or
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duties in respect of indemnification obligations which by their terms would survive termination of
the Credit Agreement.
7.
Governing Law. This Agreement shall be construed in accordance with and governed
by the laws (without regard to choice of law rules, other than section 5-1401 of the New York
General Obligations Law) of the State of New York.
8. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purposes.
9. Counterparts. This Amendment may be executed in any number of counterparts, each of
which when so executed shall be deemed an original but all such counterparts shall constitute one
and the same instrument.
[signature pages follow]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first
above written.
| WM. WRIGLEY JR. COMPANY | ||||||
| By : | /s/ Xxxx X. Xxxxxxxxx
|
|||||
| Name: Xxxx X. Xxxxxxxxx | ||||||
| Title: Vice President and Treasurer | ||||||
[SIGNATURE PAGE TO WM. WRIGLEY JR. COMPANY AMENDMENT NO. 1]
| JPMORGAN CHASE BANK, N.A., Individually and as Administrative Agent | ||||||
| By: | /s/ Xxxxx X. Xxxxxxxxx
|
|||||
| Name: Xxxxx X. Xxxxxxxxx | ||||||
| Title: Vice President | ||||||
[SIGNATURE PAGE TO WM. WRIGLEY JR. COMPANY AMENDMENT NO. 1]
| XXXXXXX STREET COMMITMENT CORPORATION (Recourse only to assets of Xxxxxxx Street Commitment Corporation) | ||||||
| By: | /s/ Xxxx Xxxxxx
|
|||||
| Name: Xxxx Xxxxxx | ||||||
| Title: Assistant Vice-President | ||||||
[SIGNATURE PAGE TO WM. WRIGLEY JR. COMPANY AMENDMENT NO. 1]
| XXXXXXX XXXXX BANK USA | ||||||
| By: | /s/ Xxxxx Xxxxx
|
|||||
| Name: Xxxxx Xxxxx | ||||||
| Title: Director | ||||||
[SIGNATURE PAGE TO WM. WRIGLEY JR. COMPANY AMENDMENT NO. 1]
| CITIBANK, N.A. | ||||||
| By: | /s/ Xxxxxx Xxxxxxx
|
|||||
| Name: Xxxxxx Xxxxxxx | ||||||
| Title: Vice President | ||||||
[SIGNATURE PAGE TO WM. WRIGLEY JR. COMPANY AMENDMENT NO. 1]
| THE NORTHERN TRUST COMPANY | ||||||
| By: | /s/ Xxxxx X. Xxxxxx
|
|||||
| Name: Xxxxx X. Xxxxxx | ||||||
| Title: Vice President | ||||||
[SIGNATURE
PAGE TO WM. WRIGLEY JR. COMPANY AMENDMENT NO. 1]
| DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Exiting Lender |
||||||
| By: | /s/ Xxxxx X. Xxxxx
|
|||||
| Name: Xxxxx X. Xxxxx | ||||||
| Title: Managing Director | ||||||
| By: | /s/ Xxxxxx X. Xxxxx
|
|||||
| Name: Xxxxxx X. Xxxxx | ||||||
| Title: Director | ||||||
[SIGNATURE PAGE TO WM. WRIGLEY JR. COMPANY AMENDMENT NO. 1]
PRICING SCHEDULE
| Applicable | Level II | Level III | ||||||||||||||
| Margin | Level I Status | Status | Status | Level IV Status | ||||||||||||
Eurodollar Loans |
.135 | % | .155 | % | .19 | % | .23 | % | ||||||||
Floating Rate
Loans |
0 | % | 0 | % | 0 | % | 0 | % | ||||||||
| Applicable Facility | ||||||||||||||||
| Fee Rates | Level II | Level III | Level IV | |||||||||||||
| Level I Status | Status | Status | Status | |||||||||||||
Facility Fee |
.04 | % | .045 | % | .06 | % | .07 | % | ||||||||
Utilization Fee |
.05 | % | .05 | % | .05 | % | .05 | % | ||||||||
For the purposes of this Schedule, the following terms have the following meanings, subject to
the final paragraph of this Schedule:
“Level I Status” exists at any date if, on such date, the Borrower’s Xxxxx’x Rating is Aa3
or better or the Borrower’s S&P Rating is AA- or better.
“Level II Status” exists at any date if, on such date, (i) the Borrower has not qualified
for Level I Status and (ii) the Borrower’s Xxxxx’x Rating is Al or better or the Borrower’s S&P
Rating is A+ or better.
“Level III Status” exists at any date if, on such date, (i) the Borrower has not qualified
for Level I Status or Level II Status and (ii) the Borrower’s Xxxxx’x Rating is A2 or better or
the Borrower’s S&P Rating is A or better.
“Level IV Status” exists at any date if, on such date, the Borrower has not qualified for
Level I Status, Level II Status or Level III Status.
“Xxxxx’x Rating” means, at any time, the rating issued by Xxxxx’x and then in effect with
respect to the Borrower’s senior unsecured long-term debt securities without third-party credit
enhancement.
“S&P Rating” means, at any time, the rating issued by S&P and then in effect with respect to
the Borrower’s senior unsecured long-term debt securities without third-party credit enhancement.
“Status” means Level I Status, Level II Status, Level III Status or Level IV Status.
The Applicable Margin and Applicable Facility Fee Rate shall be determined in accordance
with the foregoing table based on the Borrower’s Status as determined from its then-current
Xxxxx’x and S&P Ratings. The credit rating in effect on any date for the purposes of this
Schedule is that in effect at the close of business on such date. If at any time the Borrower has
no
Xxxxx’x Rating or no S&P Rating, Level IV Status shall exist. In the event of a difference in the
equivalent “rating level” from S&P and Xxxxx’x resulting in a split of only one level, then the
Level Status shall be determined by reference to the higher of the two ratings. In the event of a
difference in the equivalent “rating level” from S&P and Xxxxx’x resulting in a split of greater
than one level, then the Level Status shall be that Level Status one below the Level Status
determined by reference to the higher of the two ratings.
SCHEDULE 1
COMMITMENTS
COMMITMENTS
| Lender | Commitment | |||
JPMorgan Chase Bank, N.A. |
$ | 150,000,000 | ||
Xxxxxxx Street Commitment Corporation |
$ | 150,000,000 | ||
Xxxxxxx Xxxxx Bank USA |
$ | 150,000,000 | ||
Citibank, N.A. |
$ | 75,000,000 | ||
The Northern Trust Company |
$ | 75,000,000 | ||
Total |
$ | 600,000,000 | ||
