EXHIBIT 10.5 CONSENT TO THE CREDIT AGREEMENT CONSENT, dated as of July 22, 1999, among RJ REYNOLDS TOBACCO HOLDINGS, INC. (f/k/a RJR NABISCO, INC.), a Delaware corporation (the "Borrower") and the lending institutions party to the Credit Agreement...
EXHIBIT 10.5
CONSENT TO THE CREDIT AGREEMENT
CONSENT, dated as of July 22, 1999, among XX XXXXXXXX TOBACCO HOLDINGS,
INC. (f/k/a RJR NABISCO, INC.), a Delaware corporation (the "Borrower") and the
lending institutions party to the Credit Agreement referred to below (the
"Consent"). All capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided such terms in the Credit Agreement
(as defined below).
W I T N E S S E T H :
WHEREAS, the Borrower, Holdings and various lending institutions (the
"Lenders") are parties to a Credit Agreement, dated as of May 7, 1999 (as in
effect on the date hereof, the "Credit Agreement");
WHEREAS, the Borrower has requested that the Lenders grant a certain
consent to the Credit Agreement as herein provided; and
WHEREAS, the Lenders wish to grant that certain consent to the Credit
Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. CONSENT TO THE CREDIT AGREEMENT.
1. Notwithstanding any contrary requirement contained in
Section 8.05(iv) of the Credit Agreement that a Dividend declared and paid by
Parent pursuant to said Section be paid within 45 days of the declaration
thereof, the Lenders hereby agree that Parent may declare a Dividend on July 28,
1999 and pay such Dividend on October 1, 1999 (I.E., more than 45 days after the
declaration thereof), so long as the declaration and payment of such Dividend is
permitted by said Section 8.05(iv) in all other respects.
II. MISCELLANEOUS PROVISIONS.
1. In order to induce the Lenders to enter into this Consent,
the Borrower hereby (i) makes each of the representations, warranties and
agreements contained in Section 6 of the Credit Agreement and (ii) represents
and warrants that there exists no Default or Event of Default, in each case on
the date hereof and on the Consent Effective Date, both before and after giving
effect to this Consent.
2. This Consent is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
3. This Consent 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 Borrower and the Administrative Agent.
4. THIS CONSENT 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.
5. This Consent shall become effective as of the date first
written above on the date (the "Consent Effective Date") when (i) the Borrower
and (ii) Lenders constituting Required Lenders under the Credit Agreement shall
have signed a copy hereof (whether the same or different copies) and shall have
delivered (including by way of facsimile transmission) the same to White & Case,
L.L.P., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx
Xxxxxxxxx (Facsimile No.: (000) 000-0000). After transmitting its executed
signature page to White & Case, L.L.P. as provided above, each of the Lenders
shall deliver executed hard copies of this Consent to White & Case, L.L.P.,
Attention: Xxxxxx Xxxxxxxxx at the address provided above.
* * *
2
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Consent to be duly executed and delivered as of the date first above
written.
X.X. XXXXXXXX TOBACCO HOLDINGS, INC.
By
----------------------------------
Title:
SENIOR MANAGING AGENTS
THE CHASE MANHATTAN BANK,
Individually and as Administrative
Agent
By:
----------------------------------
Name:
Title:
BANKERS TRUST COMPANY, Individually
and as Syndication Agent
By:
----------------------------------
Name:
Title:
CITIBANK, N.A., Individually and as
Syndication Agent
By:
----------------------------------
Name:
Title:
3
CREDIT LYONNAIS, NEW YORK BRANCH,
Individually and as Syndication
Agent
By:
----------------------------------
Name:
Title:
THE FUJI BANK, LIMITED, Individually
and as Syndication Agent
By:
----------------------------------
Name:
Title:
BARCLAYS BANK PLC (NEW YORK),
Individually and as Syndication Agent
By:
----------------------------------
Name:
Title:
4
ABN AMRO BANK (NEW YORK)
By:
----------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
HSBC BANK USA
By:
----------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
----------------------------------
Name:
Title:
THE BANK OF NEW YORK
By:
----------------------------------
Name:
Title:
5
THE SUMITOMO BANK, LIMITED
By:
----------------------------------
Name:
Title:
CITY NATIONAL BANK OF NEW JERSEY
By:
----------------------------------
Name:
Title:
NORDDEUTSCHE LANDESBANK
(NEW YORK)
By:
----------------------------------
Name:
Title:
UBS AG, STAMFORD BRANCH
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
WACHOVIA BANK, N.A.
By:
----------------------------------
Name:
Title:
6
BANKBOSTON, N.A.
By:
----------------------------------
Name:
Title:
DLJ CAPITAL FUNDING, INC.
By:
----------------------------------
Name:
Title:
ERSTE BANK
By:
----------------------------------
Name:
Title:
EUROPEAN-AMERICAN BANK
By:
----------------------------------
Name:
Title:
FIRST HAWAIIAN BANK
By:
----------------------------------
Name:
Title:
7
PIMCO TOTAL RETURN FUND
By:
----------------------------------
Name:
Title:
ROYALTON COMPANY
By:
----------------------------------
Name:
Title:
STOCK PLUS, L.P., FUND A
By:
----------------------------------
Name:
Title:
8
