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364-Day Credit Agreement
364-Day Credit Agreement (226K)
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364-DAY CREDIT AGREEMENT
AMONG
GENERAL MILLS, INC.,
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
AS ADMINISTRATIVE AGENT,
CITIBANK, N.A.,
AS SYNDICATION AGENT,
UBS AG, STAMFORD BRANCH AND
DEUTSCHE BANK AG NEW YORK BRANCH,
AS CO-DOCUMENTATION AGENTS
. . .
450705
|
General Mills
As referenced in this 364-Day Credit Agreement:
GENERAL MILLS, INC – {DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}4
{FILENAME}genmills014690_ex99-1.txt
{DESCRIPTION}364-DAY CREDIT AGREEMENT
{TEXT}
EXHIBIT 99.1
--------------------------------------------------------------------------------
$4,950,000,000
364-DAY CREDIT AGREEMENT
AMONG
GENERAL MILLS, INC .,
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
AS ADMINISTRATIVE AGENT,
CITIBANK, N.A.,
AS SYNDICATION AGENT,
UBS AG, STAMFORD BRANCH AND
DEUTSCHE BANK AG NEW YORK BRANCH,
AS CO-
_____________
General Mills, Inc – Continuation
Exhibit C - Assignment and Assumption Agreement
Exhibit D - Note
iv
{PAGE}
364-DAY CREDIT AGREEMENT
This 364-DAY CREDIT AGREEMENT is entered into as of October 30, 2001, among
General Mills, Inc ., a Delaware corporation (the "Company"), the several
financial institutions from time to time party to this Agreement (collectively,
the "Banks"; individually, a "Bank"), Morgan Guaranty Trust Company of New
_____________
GENERAL MILLS, INC – WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered in their proper and duly authorized officers as
of the day and year first above written.
GENERAL MILLS, INC .
By: /s/ David B. VanBenschoten
-----------------------------
Title: Vice President, Treasurer
Address for notices:
One General Mills Boulevard
P.O. Box 1113
Minneapolis, Minnesota 55440
Attn: Vice President, Treasurer
Tel: 763-
_____________
General Mills, Inc – for the
Banks parties to the 364-Day Credit Agreement dated as of October 30, 2001
(as extended, renewed, amended or restated from time to time, the "Credit
Agreement") among General Mills, Inc ., Morgan Guaranty Trust Company of New
York, as Administrative Agent, and certain other Agents and Banks party
thereto
Ladies and Gentlemen:
The undersigned General Mills, Inc. (the "Company") refers
_____________
General Mills, Inc – the "Credit
Agreement") among General Mills, Inc., Morgan Guaranty Trust Company of New
York, as Administrative Agent, and certain other Agents and Banks party
thereto
Ladies and Gentlemen:
The undersigned General Mills, Inc . (the "Company") refers to the Credit
Agreement, the terms defined therein being used herein as therein defined, and
hereby gives you notice irrevocably, pursuant to Section 2.03 of
_____________
dt 1521845
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – 364-DAY CREDIT AGREEMENT
{TEXT}
EXHIBIT 99.1
--------------------------------------------------------------------------------
$4,950,000,000
364-DAY CREDIT AGREEMENT
AMONG
GENERAL MILLS, INC.,
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
AS ADMINISTRATIVE AGENT,
CITIBANK, N.A. ,
AS SYNDICATION AGENT,
UBS AG, STAMFORD BRANCH AND
DEUTSCHE BANK AG NEW YORK BRANCH,
AS CO-DOCUMENTATION AGENTS
AND
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
DATED AS OF OCTOBER
_____________
Citibank, N.A. – the "Company"), the several
financial institutions from time to time party to this Agreement (collectively,
the "Banks"; individually, a "Bank"), Morgan Guaranty Trust Company of New York,
as Administrative Agent, Citibank, N.A. , as Syndication Agent, and UBS AG,
Stamford Branch and Deutsche Bank AG New York Branch, as Co-Documentation
Agents.
WHEREAS, the Company intends to acquire (the "Acquisition"), pursuant to
_____________
Citibank, N.A. – or a combination thereof.
"SURETY INSTRUMENTS" means all letters of credit (including standby and
commercial), banker's acceptances, bank guaranties, shipside bonds, surety bonds
and similar instruments.
"SYNDICATION AGENT" means Citibank, N.A. , in its capacity as syndication
agent in respect of this Agreement.
"TAXES" has the meaning specified in subsection 3.01(a).
"TRANCHE" means a group of Offshore Rate Loans
_____________
CITIBANK, N.A. – TRUST COMPANY OF
NEW YORK,
as Administrative Agent and as a Bank
By: /s/ Susan L. Pearson
------------------------------
Title: Vice President
------------------------------
[signature page to 364-Day General Mills Credit Agreement]
{PAGE}
CITIBANK, N.A. ,
as Syndication Agent
By: /s/ Anita J. Brickell
------------------------------
Name: Anita J. Brickell
------------------------------
Title: Director
------------------------------
[signature page to 364-Day General Mills Credit Agreement]
{PAGE}
UBS AG, Stamford Branch, as
_____________
Citibank, N.A. – relates to the 364-Day Credit Agreement dated as of October 30, 2001 (as amended
from time to time, the "CREDIT AGREEMENT") among General Mills, Inc., the Banks
party thereto, Citibank, N.A. , as Syndication Agent, UBS AG, Stamford Branch and
Deutsche Bank AG New York Branch, as Co-Documentation Agents and Morgan Guaranty
Trust Company of New York, as Administrative Agent;
_____________
dt 1478559
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
Citicorp USA, Inc – expressed as a decimal,
carried out to the fifth decimal place and rounded upward if necessary) of
the rates reported to the Administrative Agent by each of the
Administrative Agent, Citicorp USA, Inc ., UBS AG, Stamford Branch and
Deutsche Bank AG New York Branch (each, a "Reference Lender") as the rate
of interest at which dollar deposits (for delivery on the first
_____________
CITICORP USA, INC – s/ Alexander Karow
--------------------------------
Name: Alexander Karow
--------------------------------
Title: Vice President
--------------------------------
By: /s/ William W. McGinty
--------------------------------
Name: William W. McGinty
--------------------------------
Title: Director
--------------------------------
[signature page to 364-Day General Mills Credit Agreement]
{PAGE}
CITICORP USA, INC .,
as a Bank
By: /s/ Mary L. O'Connell
---------------------
Title: Vice President
---------------------
[signature page to 364-Day General Mills Credit Agreement]
{PAGE}
BANK OF AMERICA, N.A.,
as a
_____________
Citicorp USA, Inc – Banking Products
------------------------------------
Services, US
------------------------------------
[signature page to 364-Day General Mills Credit Agreement]
{PAGE}
SCHEDULE 2.01
BANK REVOLVING COMMITMENT
Morgan Guaranty Trust Company of New York $ 710,000,000
Citicorp USA, Inc . $ 710,000,000
Deutsche Bank AG New York Branch $ 706,000,000
UBS AG, Stamford Branch $ 706,000,000
Bank of America, N.A. $ 706,000,000
Barclays Bank
_____________
dt 1368183
;
|
Diageo
As referenced in this 364-Day Credit Agreement:
Diageo plc, – the "Acquisition"), pursuant to
the Agreement and Plan of Merger dated as of July 16, 2000, as amended (the
"Merger Agreement"), the food businesses (other than fast food business) of
Diageo plc, including The Pillsbury Company, a Delaware corporation
("Pillsbury") and its subsidiaries;
WHEREAS, the Banks have agreed to make available to the Company a revolving
credit facility upon the terms
_____________
dt 1324574
;
 BofA
As referenced in this 364-Day Credit Agreement:
BANK OF AMERICA, N.A. – General Mills Credit Agreement]
{PAGE}
CITICORP USA, INC.,
as a Bank
By: /s/ Mary L. O'Connell
---------------------
Title: Vice President
---------------------
[signature page to 364-Day General Mills Credit Agreement]
{PAGE}
BANK OF AMERICA, N.A. ,
as a Bank
By: /s/ Lynn Durning
-----------------
Title: Managing Director
-----------------
[signature page to 364-Day General Mills Credit Agreement]
{PAGE}
BARCLAYS BANK PLC,
as a Bank
By: /s/ L.
_____________
Bank of America, N.A. – Trust Company of New York $ 710,000,000
Citicorp USA, Inc. $ 710,000,000
Deutsche Bank AG New York Branch $ 706,000,000
UBS AG, Stamford Branch $ 706,000,000
Bank of America, N.A. $ 706,000,000
Barclays Bank PLC $ 706,000,000
Credit Suisse First Boston $ 706,000,000
--------------
Aggregate Revolving Commitment $4,950,000,000
{PAGE}
SCHEDULE 7.01
EXISTING LIENS
_____________
dt 1554430
;
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364-Day Credit Agreement
364-Day Credit Agreement (223K)
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CONFORMED COPY
--------------------------------------------------------------------------------
364-DAY CREDIT AGREEMENT
AMONG
GENERAL MILLS, INC.,
THE CHASE MANHATTAN BANK,
AS ADMINISTRATIVE AGENT,
SALOMON SMITH BARNEY INC.,
AS SYNDICATION AGENT,
BARCLAYS BANK PLC . . .
450760
|
General Mills
As referenced in this 364-Day Credit Agreement:
GENERAL MILLS, INC – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}4
{FILENAME}generalmills010796_ex99-1.txt
{DESCRIPTION}EXHIBIT 99.1 364-DAY CREDIT AGREEMENT
{TEXT}
Exhibit 99.1
CONFORMED COPY
--------------------------------------------------------------------------------
364-DAY CREDIT AGREEMENT
AMONG
GENERAL MILLS, INC .,
THE CHASE MANHATTAN BANK,
AS ADMINISTRATIVE AGENT,
SALOMON SMITH BARNEY INC.,
AS SYNDICATION AGENT,
BARCLAYS BANK PLC AND
CREDIT SUISSE FIRST BOSTON,
AS CO-DOCUMENTATION AGENTS
AND
THE OTHER
_____________
General Mills, Inc – Continuation
Exhibit C - Assignment and Assumption Agreement
Exhibit D - Note
iv
{PAGE}
364-DAY CREDIT AGREEMENT
This 364-DAY CREDIT AGREEMENT is entered into as of January 24, 2001,
among General Mills, Inc ., a Delaware corporation (the "Company"), the several
financial institutions from time to time party to this Agreement (collectively,
the "Banks"; individually, a "Bank"), The Chase Manhattan Bank, as
Administrative
_____________
GENERAL MILLS, INC – WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in their proper and duly authorized officers as of
the day and year first above written.
GENERAL MILLS, INC .
By: /s/ David B. VanBenschoten
----------------------------------------
Name: David B. VanBenschoten
Title: Vice President, Treasurer
Address for notices:
One General Mills Boulevard
P.O. Box 1113
Minneapolis, Minnesota 55440
Attn: Vice
_____________
General Mills, Inc – for the Banks parties
to the 364-Day Credit Agreement dated as of January 24, 2001 (as
extended, renewed, amended or restated from time to time, the "Credit
Agreement") among General Mills, Inc ., The Chase Manhattan Bank, as
Administrative Agent, and certain other Agents and Banks party thereto
Ladies and Gentlemen:
The undersigned General Mills, Inc. (the "Company") refers to the
Credit
_____________
General Mills, Inc – time to time, the "Credit
Agreement") among General Mills, Inc., The Chase Manhattan Bank, as
Administrative Agent, and certain other Agents and Banks party thereto
Ladies and Gentlemen:
The undersigned General Mills, Inc . (the "Company") refers to the
Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 2.03 of
_____________
dt 1521852
;
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO Bank N.V., – and Exchange Act of 1934, and
regulations promulgated thereunder.
"EXISTING AGREEMENTS" means (i) the Credit Agreement dated as of
January 26, 2000, as amended, among the Company, certain financial institutions,
ABN AMRO Bank N.V., Norwest Bank Minnesota, National Association, Royal Bank of
Canada and Credit Lyonnais Chicago Branch, as co-agents, and Bank of America, as
agent for such financial institutions, (ii) the
_____________
ABN Amro Bank N.V., – administrative
agent, and the other financial institutions party thereto and (iii) the Credit
Agreement dated as of January 29, 1997 among the Company, Bank of America, N.A.,
as agent, ABN Amro Bank N.V., Morgan Guaranty Trust Company of New York, Norwest
Bank Minnesota, National Association, and Royal Bank of Canada, as co-agents,
and the other financial institutions party thereto, in each
_____________
ABN AMRO BANK N.V.
– By: /s/ Chad M. Kortgard
----------------------------------------
Name: Chad M. Kortgard
Title: Assistant Vice President
By: /s/ Molly S. Van Metre
----------------------------------------
Name: Molly S. Van Metre
Title: Vice President and Senior Banker
ABN AMRO BANK N.V.
By: /s/ John E. Robertson
----------------------------------------
Name: John E. Robertson
Title: Group Vice President
MELLON BANK, N.A.
By: /s/ Louis E. Flori
----------------------------------------
Name: Louis E. Flori
Title: Vice President
_____________
ABN AMRO Bank N.V. – 000
The Dai-Ichi Kangyo Bank, Ltd. $50,000,000
Credit Lyonnais Chicago Branch $50,000,000
SunTrust Bank $50,000,000
Wells Fargo Bank, National Association $50,000,000
ABN AMRO Bank N.V. $40,000,000
Mellon Bank, N.A. $40,000,000
U.S. Bank National Association $40,000,000
Wachovia Bank, N.A. $25,000,000
The Bank of New
_____________
dt 1470916
;
Citicorp USA
As referenced in this 364-Day Credit Agreement:
CITICORP USA, INC – President
By: /s/ Mark Heron
----------------------------------------
Name: Mark Heron
Title: Assistant Vice President
69
{PAGE}
THE CHASE MANHATTAN BANK
By: /s/ Robert T. Sacks
----------------------------------------
Name: Robert T. Sacks
Title: Managing Director
CITICORP USA, INC .
By: /s/ Mary O'Connell
----------------------------------------
Name: Mary O'Connell
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ G. Burton Queen
----------------------------------------
Name: G. Burton Queen
Title: Managing Director
_____________
Citicorp USA, Inc – OF NEW YORK
By: /s/ John-Paul Marotta
----------------------------------------
Name: John-Paul Marotta
Title: Vice President
73
{PAGE}
SCHEDULE 2.01
REVOLVING
BANK COMMITMENT
The Chase Manhattan Bank $100,000,000
Citicorp USA, Inc . $100,000,000
Barclays Bank PLC $75,000,000
Credit Suisse First Boston $75,000,000
Bank of America, N.A. $75,000,000
Deutsche Bank AG New York
_____________
dt 1368184
;
|
ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO Bank N.V., – and Exchange Act of 1934, and
regulations promulgated thereunder.
"EXISTING AGREEMENTS" means (i) the Credit Agreement dated as of
January 26, 2000, as amended, among the Company, certain financial institutions,
ABN AMRO Bank N.V., Norwest Bank Minnesota, National Association, Royal Bank of
Canada and Credit Lyonnais Chicago Branch, as co-agents, and Bank of America, as
agent for such financial institutions, (ii) the
_____________
ABN Amro Bank N.V., – administrative
agent, and the other financial institutions party thereto and (iii) the Credit
Agreement dated as of January 29, 1997 among the Company, Bank of America, N.A.,
as agent, ABN Amro Bank N.V., Morgan Guaranty Trust Company of New York, Norwest
Bank Minnesota, National Association, and Royal Bank of Canada, as co-agents,
and the other financial institutions party thereto, in each
_____________
ABN AMRO BANK N.V.
– By: /s/ Chad M. Kortgard
----------------------------------------
Name: Chad M. Kortgard
Title: Assistant Vice President
By: /s/ Molly S. Van Metre
----------------------------------------
Name: Molly S. Van Metre
Title: Vice President and Senior Banker
ABN AMRO BANK N.V.
By: /s/ John E. Robertson
----------------------------------------
Name: John E. Robertson
Title: Group Vice President
MELLON BANK, N.A.
By: /s/ Louis E. Flori
----------------------------------------
Name: Louis E. Flori
Title: Vice President
_____________
ABN AMRO Bank N.V. – 000
The Dai-Ichi Kangyo Bank, Ltd. $50,000,000
Credit Lyonnais Chicago Branch $50,000,000
SunTrust Bank $50,000,000
Wells Fargo Bank, National Association $50,000,000
ABN AMRO Bank N.V. $40,000,000
Mellon Bank, N.A. $40,000,000
U.S. Bank National Association $40,000,000
Wachovia Bank, N.A. $25,000,000
The Bank of New
_____________
dt 1470916
;
BofA
As referenced in this 364-Day Credit Agreement:
Bank of America, N.A. – Lyonnais Chicago Branch, as co-agents, and Bank of America, as
agent for such financial institutions, (ii) the Interim Credit Agreement dated
as of May 26, 2000 among the Company, Bank of America, N.A. , as administrative
agent, and the other financial institutions party thereto and (iii) the Credit
Agreement dated as of January 29, 1997 among the Company, Bank of America, N.A.,
_____________
Bank of America, N.A. – Company, Bank of America, N.A., as administrative
agent, and the other financial institutions party thereto and (iii) the Credit
Agreement dated as of January 29, 1997 among the Company, Bank of America, N.A. ,
as agent, ABN Amro Bank N.V., Morgan Guaranty Trust Company of New York, Norwest
Bank Minnesota, National Association, and Royal Bank of Canada, as co-agents,
and the
_____________
BANK OF AMERICA, N.A. – CHASE MANHATTAN BANK
By: /s/ Robert T. Sacks
----------------------------------------
Name: Robert T. Sacks
Title: Managing Director
CITICORP USA, INC.
By: /s/ Mary O'Connell
----------------------------------------
Name: Mary O'Connell
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ G. Burton Queen
----------------------------------------
Name: G. Burton Queen
Title: Managing Director
DEUTSCHE BANK AG NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH
By: /s/ Alexander Karow
----------------------------------------
Name: Alexander
_____________
Bank of America, N.A. – 01
REVOLVING
BANK COMMITMENT
The Chase Manhattan Bank $100,000,000
Citicorp USA, Inc. $100,000,000
Barclays Bank PLC $75,000,000
Credit Suisse First Boston $75,000,000
Bank of America, N.A. $75,000,000
Deutsche Bank AG New York Branch and/or $75,000,000
Cayman Islands Branch
UBS AG, Stamford Branch $75,000,000
The Bank of Tokyo-Mitsubishi,
_____________
dt 1554431
;
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Credit Agreement
Credit Agreement (784K)
Doc #1591748: Click preview link for longer preview.
CREDIT AGREEMENT
Among
INTERNATIONAL MULTIFOODS CORPORATION,
as U.S. Borrower,
ROBIN HOOD MULTIFOODS INC.
as Canadian Borrower,
The Several Lenders
from Time to Time Parties Hereto,
RABOBANK INTERNATIONAL,
as Documentation Agent,
U.S. BANK NATIONAL ASSOCIATION and UBS WARBURG LLC,
. . .
1591748
|
General Mills
As referenced in this Credit Agreement:
General Mills, Inc – desired result that the criteria for evaluating the Borrowers'
financial condition shall be the same after such change in GAAP as if such
change had not been made.
"GENERAL MILLS": General Mills, Inc ., a Delaware
corporation.
"GOVERNMENTAL AUTHORITY": any nation or government, any state,
province or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, central bank or other entity
_____________
dt 1521863
;
Diageo
As referenced in this Credit Agreement:
Diageo plc – OF OPERATIONS": as defined in Section
4.1(a).
"PROJECTIONS": as defined in Section 6.2(c).
"PROVISIONAL CONSENT DECREE": a provisional consent decree
entered into by General Mills and Diageo plc with the FTC in connection with
obtaining regulatory approvals of the Acquisition (as defined in the Acquisition
Agreement) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended,
_____________
dt 1324583
;
|
UBS Warburg
As referenced in this Credit Agreement:
UBS WARBURG LLC – U.S. Borrower,
ROBIN HOOD MULTIFOODS INC.
as Canadian Borrower,
The Several Lenders
from Time to Time Parties Hereto,
RABOBANK INTERNATIONAL,
as Documentation Agent,
U.S. BANK NATIONAL ASSOCIATION and UBS WARBURG LLC ,
as Syndication Agents,
and
CANADIAN IMPERIAL BANK OF COMMERCE,
as U.S. Administrative Agent and Canadian Administrative Agent
Dated as of September 28, 2001
CIBC WORLD MARKETS CORP.,
as
_____________
UBS WARBURG LLC – from time to time parties to this Agreement (the "LENDERS"), RABOBANK
INTERNATIONAL, as documentation agent for the Lenders (in such capacity, the
"DOCUMENTATION AGENT"), U.S. BANK NATIONAL ASSOCIATION and UBS WARBURG LLC , as
syndication agents (in such capacity, the "SYNDICATION AGENTS"), and CANADIAN
IMPERIAL BANK OF COMMERCE, as administrative agent for the U.S. Lenders (in such
capacity, the "U.S.
_____________
UBS WARBURG LLC – as Canadian Administrative Agent
By: /s/ Warren Lobo
----------------------------------------
Warren Lobo
Associate
U.S. BANK NATIONAL ASSOCIATION,
as Syndication Agent
By: /s/ David A. Draxler
----------------------------------------
David A. Draxler
Vice President
UBS WARBURG LLC , as Syndication Agent
By: /s/ Lynne B. Alfarone
----------------------------------------
Lynne B. Alfarone
Associate Director,
Banking Products Services, US
By: /s/ Daniel W. Ladd III
----------------------------------------
Daniel W. Ladd III
Executive Director
_____________
UBS Warburg LLC – U.S. Borrower, the "BORROWERS"), the banks and
other financial institutions from time to time parties thereto (the "LENDERS"),
Rabobank International, as Documentation Agent, U.S. Bank National Association
and UBS Warburg LLC , as Syndication Agents, and Canadian Imperial Bank of
Commerce, as administrative agent for the U.S. Lenders (in such capacity, the
"U.S. ADMINISTRATIVE AGENT") and as administrative agent
_____________
UBS Warburg LLC – U.S. Borrower, the "BORROWERS"), the banks and
other financial institutions from time to time parties thereto (the "LENDERS"),
Rabobank International, as Documentation Agent, U.S. Bank National Association
and UBS Warburg LLC , as Syndication Agents, and Canadian Imperial Bank of
Commerce, as administrative agent for the U.S. Lenders (in such capacity, the
"U.S. ADMINISTRATIVE AGENT") and as administrative agent
_____________
dt 1538835
;
BofA
As referenced in this Credit Agreement:
Bank of America, N.A. – Canadian Borrower and accepted by a Canadian Lender
pursuant to Section 2.11.
"BANK OF AMERICA HEDGE AGREEMENT": the Hedge Agreement,
reference number 171554, between the U.S. Borrower and Bank of America, N.A. ,
as counterparty, in respect of the aggregate notional amount of $25,000,000,
which Hedge Agreement terminates on November 30, 2001.
"BANK OF CANADA NOON RATE": the spot wholesale
_____________
Bank of America, N.A. – as amended, among the
U.S. Borrower, various financial institutions from time to time party
thereto, Suntrust Bank, as syndication agent, U.S. Bank National Association,
as documentation agent, and Bank of America, N.A. , as administrative agent
and letter of credit issuing lender, and all schedules, exhibits and annexes
thereto and all agreements affecting the terms thereof or entered into in
connection therewith
_____________
dt 1556199
;
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Credit Agreement
Credit Agreement (457K)
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CREDIT AGREEMENT
dated as of
April 21, 2006
among
INTEGRATED BRANDS INC.
ESKIMO PIE FROZEN DISTRIBUTION, INC.
ESKIMO PIE CORPORATION
COOLBRANDS DAIRY, INC.
The Other Loan Parties Party Hereto
The Lenders Party Hereto
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
J.P. MORGAN SECURITIES INC.,
as Sole Bookrunner and Sole Lead Arranger
CHASE BUSINESS CREDIT
TABLE OF CONTENTS
Page
ARTICLE I Definitions
1
. . .
1641523
|
General Mills
As referenced in this Credit Agreement:
General Mills, Inc – October 3, 2005.
9.
Dogsters License Agreement, dated as of April 19, 2004, between Dogsters, LLC and Integrated Brands Inc.
10.
Trix Agreement, dated as of August 15, 1995 between General Mills, Inc . and Integrated Brands Inc.
11.
Yoplait Sublicense Agreement, dated July 29, 1992, by and between General Mills, Inc. and Steves Homemade Ice Cream, Inc, as was amended by the
_____________
General Mills, Inc – Brands Inc.
10.
Trix Agreement, dated as of August 15, 1995 between General Mills, Inc. and Integrated Brands Inc.
11.
Yoplait Sublicense Agreement, dated July 29, 1992, by and between General Mills, Inc . and Steves Homemade Ice Cream, Inc, as was amended by the First Amendment to the Yoplait Sublicense Agreement, dated as of August 15, 1995, by and between General Mills,
_____________
General Mills, Inc – General Mills, Inc. and Steves Homemade Ice Cream, Inc, as was amended by the First Amendment to the Yoplait Sublicense Agreement, dated as of August 15, 1995, by and between General Mills, Inc . and Integrated Brands Inc.
12.
Trademark License Agreement, dated as December 26, 1996, between Tropicana Products, Inc. and Integrated Brands Inc., as amended on November 11, 1998 and as
_____________
General Mills, Inc – Coolbrands Dairy, Inc. and the United States of America acting through the Rural Business Cooperative Service.
Integrated Brands Inc.
(a)
Yoplait Sublicense Agreement, dated 07/29/92, by and between General Mills, Inc . and Steves Homemade Ice Cream, Inc., as was amended by the First Amendment to the Yoplait Sublicense Agreement, dated as of 8/15/95, by and between General Mills,
_____________
General Mills, Inc – General Mills, Inc. and Steves Homemade Ice Cream, Inc., as was amended by the First Amendment to the Yoplait Sublicense Agreement, dated as of 8/15/95, by and between General Mills, Inc . and Integrated Brands Inc.
(b)
Amended and Restated Trademark License Agreement, dated as of June 17, 2005, between Godiva Chocolatier, Inc. and Integrated Brands Inc.
(c)
Consumer Products License
_____________
dt 1521864
;
Integrated Brand
As referenced in this Credit Agreement:
INTEGRATED BRANDS INC –
EX-99 4 ex99-3.htm EXHIBIT 99.3
EXHIBIT 99.3
CREDIT AGREEMENT
dated as of
April 21, 2006
among
INTEGRATED BRANDS INC .
ESKIMO PIE FROZEN DISTRIBUTION, INC.
ESKIMO PIE CORPORATION
COOLBRANDS DAIRY, INC.
The Other Loan Parties Party Hereto
The Lenders Party Hereto
and
JPMORGAN CHASE BANK, N.A.,
as Administrative
_____________
INTEGRATED BRANDS INC – F
Form of Management Discussion and Analysis
iv
CREDIT AGREEMENT dated as of April 21, 2006 (as it may be amended or modified from time to time, this Agreement), among INTEGRATED BRANDS INC ., ESKIMO PIE FROZEN DISTRIBUTION, INC., ESKIMO PIE CORPORATION and COOLBRANDS DAIRY, INC., as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.
_____________
Integrated Brands Inc – that certain Intercreditor Agreement dated as of the date hereof between the Administrative Agent and Chase, as administrative agent for the lenders party to the Americana Credit Agreement.
Integrated means Integrated Brands Inc ., a New Jersey corporation.
Interest Election Request means a request by the Borrower Representative to convert or continue a Revolving Borrowing in accordance with Section 2.07.
Interest Expense
_____________
Integrated Brands Inc – hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:
(i) if to any Loan Party, to the Borrower Representative at:
c/o Integrated Brands Inc .
4175 Veterans Memorial Highway
Ronkonkoma, NY 11779
Attention: David J. Stein
Facsimile No: (631) 737-9792
Telephone No: (631) 737-9700
with a copy to:
Goodwin Procter LLP
599
_____________
INTEGRATED BRANDS INC – 92
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
BORROWERS:
INTEGRATED BRANDS INC .
By
/s/ David J. Stein
Name:
David J. Stein
Title:
Chief Executive Officer
ESKIMO PIE FROZEN DISTRIBUTION, INC.
By
/s/ David J. Stein
Name:
David J. Stein
Title:
Chief
_____________
dt 1543183
;
|
Unilever
As referenced in this Credit Agreement:
Unilever N – August 25, 2003, between Atkins Nutritionals Inc. and Integrated Brands Inc. (only a letter of intent has been signed).
15.
Trademark License Agreement, dated as of October 25, 1993, between Unilever N .V. and Kraft General Foods, Inc., as amended as of October 19, 2004, as assigned pursuant to the Assignment of Interest in License Agreement, dated as of March 27,
_____________
Unilever N – County Superior Court (Civil Case No. 04-2-26687-4 SEA).
Schedule 3.12
Material Agreements
Coolbrands Dairy, Inc.
(a)
Trademark License Agreement, dated as of October 25, 1993, between Unilever N .V. and Kraft General Foods, Inc., as amended as of October 19, 2004, as assigned pursuant to the Assignment of Interest in License Agreement, dated as of March 27,
_____________
dt 1333235
;
Teamsters
As referenced in this Credit Agreement:
International Brotherhood of Teamsters – 27/05, by and between Kraft Foods Holdings, Inc. and Coolbrands Dairy, Inc.
(g)
Agreement, effective 10/1/02-9/30/06, by and between Local #687, affiliated with the International Brotherhood of Teamsters and Kraft Foods North America, Inc. (Kraft assigned to Coolbrands Dairy, Inc. pursuant to the Assignment and Assumption Agreement dated March 27, 2005).
(h)
Agreement, dated as of 7/19/
_____________
dt 1334987
;
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Five-Year Credit Agreement
Five-Year Credit Agreement (257K)
Doc #450216: Click preview link for longer preview.
FIVE-YEAR CREDIT AGREEMENT
DATED AS OF
JANUARY 20, 2004
AMONG
GENERAL MILLS, INC.,
JPMORGAN CHASE BANK,
AS ADMINISTRATIVE AGENT,
BANK OF AMERICA, N.A.,
AS SYNDICATION AGENT,
BARCLAYS BANK PLC AND
CITIBANK, N.A.,
. . .
450216
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General Mills
As referenced in this Five-Year Credit Agreement:
GENERAL MILLS, INC – {DOCUMENT}
{TYPE}EX-99.2
{SEQUENCE}5
{FILENAME}genmills040697_ex99-2.txt
{TEXT}
EXHIBIT 99.2
FIVE-YEAR CREDIT AGREEMENT
DATED AS OF
JANUARY 20, 2004
AMONG
GENERAL MILLS, INC .,
JPMORGAN CHASE BANK,
AS ADMINISTRATIVE AGENT,
BANK OF AMERICA, N.A.,
AS SYNDICATION AGENT,
BARCLAYS BANK PLC AND
CITIBANK, N.A.,
AS DOCUMENTATION AGENTS,
AND
THE OTHER FINANCIAL INSTITUTIONS
_____________
General Mills, Inc – Continuation
Exhibit C - Assignment and Assumption Agreement
Exhibit D - Note
iii
{PAGE}
FIVE-YEAR CREDIT AGREEMENT
This FIVE-YEAR CREDIT AGREEMENT is entered into as of January 20, 2004,
among General Mills, Inc ., a Delaware corporation (the "COMPANY"), the several
financial institutions from time to time party to this Agreement (collectively,
the "BANKS"; individually, a "BANK"), JPMorgan Chase Bank, as Administrative
Agent,
_____________
GENERAL MILLS, INC – WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in their proper and duly authorized officers as of
the day and year first above written.
GENERAL MILLS, INC .
By: /s/ David B. VanBenschoten
--------------------------------
Name: David B. VanBenschoten
Title: Vice President, Treasurer
Address for notices:
One General Mills Boulevard
P.O. Box 1113
Minneapolis, Minnesota 55440
Attn: Vice
_____________
General Mills, Inc – for the
Banks parties to the Five-Year Credit Agreement dated as
of January 20, 2004 (as extended, renewed, amended or
restated from time to time, the "Credit Agreement")
among General Mills, Inc ., JPMorgan Chase Bank, as
Administrative Agent, and certain other Agents and Banks
party thereto
Ladies and Gentlemen:
The undersigned General Mills, Inc. (the "Company") refers to the Credit
Agreement,
_____________
General Mills, Inc – from time to time, the "Credit Agreement")
among General Mills, Inc., JPMorgan Chase Bank, as
Administrative Agent, and certain other Agents and Banks
party thereto
Ladies and Gentlemen:
The undersigned General Mills, Inc . (the "Company") refers to the Credit
Agreement, the terms defined therein being used herein as therein defined, and
hereby gives you notice irrevocably, pursuant to Section 2.03 of
_____________
dt 1521828
;
Citibank
As referenced in this Five-Year Credit Agreement:
CITIBANK, N.A. – CREDIT AGREEMENT
DATED AS OF
JANUARY 20, 2004
AMONG
GENERAL MILLS, INC.,
JPMORGAN CHASE BANK,
AS ADMINISTRATIVE AGENT,
BANK OF AMERICA, N.A.,
AS SYNDICATION AGENT,
BARCLAYS BANK PLC AND
CITIBANK, N.A. ,
AS DOCUMENTATION AGENTS,
AND
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
J.P. MORGAN SECURITIES INC. AND
BANC OF AMERICA SECURITIES LLC
LEAD ARRANGERS AND BOOK MANAGERS
-----------------------------------------------------------------
{PAGE}
TABLE OF
_____________
Citibank N.A. – time party to this Agreement (collectively,
the "BANKS"; individually, a "BANK"), JPMorgan Chase Bank, as Administrative
Agent, Bank of America, N.A., as Syndication Agent, and Barclays Bank PLC and
Citibank N.A. , as Documentation Agents.
WHEREAS, the Banks have agreed to make available to the Company a
revolving credit facility upon the terms and conditions set forth in this
Agreement;
NOW,
_____________
Citibank,
N.A. – the lapse of time, or both, would (if not cured or otherwise remedied
during such time) constitute an Event of Default.
"DOCUMENTATION AGENTS" means each of Barclays Bank PLC and Citibank,
N.A. , in its capacity as a documentation agent in respect of this Agreement.
4
{PAGE}
"DOLLARS", "DOLLARS" and "$" each mean lawful money of the United
States.
"DOMESTIC LENDING OFFICE" means,
_____________
Citibank, N.A. – 2004 (as amended from
time to time, the "CREDIT AGREEMENT") among General Mills, Inc., the Banks party
thereto, Bank of America, N.A., as Syndication Agent, Barlays Bank PLC and
Citibank, N.A. , as Documentation Agents and JPMorgan Chase Bank, as
Administrative Agent;
WHEREAS, as provided under the Credit Agreement, the Assignor has a
Revolving Commitment to make Loans to the Company
_____________
dt 1478556
;
Citicorp USA
As referenced in this Five-Year Credit Agreement:
CITICORP USA, INC – PAGE}
BANK OF AMERICA, N.A.
By: /s/ Eyal Namordi
----------------------------------
Name: Eyal Namordi
Title: Vice President
{PAGE}
BARCLAYS BANK PLC
By: /s/ Douglas Bernegger
----------------------------------
Name: Douglas Bernegger
Title: Director
{PAGE}
CITICORP USA, INC .
By: /s/ Richard M. Levin
----------------------------------
Name: Richard M. Levin
Title: Director
{PAGE}
THE BANK OF TOKYO-MITSUBISHI
LTD., CHICAGO BRANCH
By: /s/ Patrick McCue
----------------------------------
Name: Patrick McCue
Title: Vice
_____________
Citicorp USA, Inc – such date.
2
{PAGE}
SCHEDULE 2.01
REVOLVING
BANK COMMITMENT
JPMorgan Chase Bank $50,000,000
Bank of America, N.A. $50,000,000
Barclays Bank PLC $42,500,000
Citicorp USA, Inc . $42,500,000
The Bank of Tokyo-Mitsubishi Ltd., Chicago Branch $30,000,000
BNP Paribas $30,000,000
Deutsche Bank AG, New York Branch $30,000,000
Lehman
_____________
dt 1368182
;
|
CCR-B
As referenced in this Five-Year Credit Agreement:
Cooperatieve Centrale Raiffeisen-Boerenleenbank – 000
Credit Lyonnais New York Branch $25,000,000
Credit Suisse First Boston $25,000,000
William Street Commitment Corporation $25,000,000
Mellon Bank, N.A. $25,000,000
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank International" New York Branch $25,000,000
Sumitomo Mitsui Banking Corporation $25,000,000
U.S. Bank National Association $25,000,000
Wells Fargo Bank, National Association $
_____________
dt 1398094
;
BofA Securities
As referenced in this Five-Year Credit Agreement:
BANC OF AMERICA SECURITIES LLC – OF AMERICA, N.A.,
AS SYNDICATION AGENT,
BARCLAYS BANK PLC AND
CITIBANK, N.A.,
AS DOCUMENTATION AGENTS,
AND
THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
J.P. MORGAN SECURITIES INC. AND
BANC OF AMERICA SECURITIES LLC
LEAD ARRANGERS AND BOOK MANAGERS
-----------------------------------------------------------------
{PAGE}
TABLE OF CONTENTS
------------
PAGE
----
ARTICLE 1
DEFINITIONS
Section 1.01. DEFINED TERMS..................................................1
Section 1.02. OTHER INTERPRETIVE PROVISIONS.................................16
ARTICLE 2
THE
_____________
Banc of America Securities LLC – FEE LETTERS" means that certain letter agreement between the Company,
J.P. Morgan Securities Inc. and JPMorgan Chase dated December 8, 2003 and that
certain letter agreement between the Company, Banc of America Securities LLC and
Bank of America, N.A. dated December 10, 2003.
"FORM W-8BEN" has the meaning specified in subsection 3.01(f).
"FORM W-8ECI" has the meaning specified
_____________
Banc of America
Securities LLC – issuer of a Letter of Credit hereunder.
"JPMORGAN CHASE" means JPMorgan Chase Bank, a New York banking
corporation, and its successors.
"LEAD ARRANGERS" means J.P. Morgan Securities Inc. and Banc of America
Securities LLC .
"LETTER OF CREDIT" means a letter of credit issued or to be issued
hereunder by an Issuing Bank.
"LETTER OF CREDIT FEE RATE" means the applicable rate per annum
_____________
dt 1355387
;
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Five-Year Credit Agreement
Five-Year Credit Agreement (227K)
Doc #450761: Click preview link for longer preview.
CONFORMED COPY
--------------------------------------------------------------------------------
FIVE-YEAR CREDIT AGREEMENT
AMONG
GENERAL MILLS, INC.,
THE CHASE MANHATTAN BANK,
AS ADMINISTRATIVE AGENT,
SALOMON SMITH BARNEY INC.,
AS SYNDICATION AGENT,
BARCLAYS BANK PLC . . .
450761
|
General Mills
As referenced in this Five-Year Credit Agreement:
GENERAL MILLS, INC – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}5
{FILENAME}generalmills010796_ex99-2.txt
{DESCRIPTION}EXHIBIT 99.2 FIVE-YEAR CREDIT AGREEMENT
{TEXT}
Exhibit 99.2
CONFORMED COPY
--------------------------------------------------------------------------------
FIVE-YEAR CREDIT AGREEMENT
AMONG
GENERAL MILLS, INC .,
THE CHASE MANHATTAN BANK,
AS ADMINISTRATIVE AGENT,
SALOMON SMITH BARNEY INC.,
AS SYNDICATION AGENT,
BARCLAYS BANK PLC AND
CREDIT SUISSE FIRST BOSTON,
AS CO-DOCUMENTATION AGENTS
AND
THE OTHER
_____________
General Mills, Inc – D - Note
iv
{PAGE}
(NY) 04675/111/CA/ca2.five.year.wpd
FIVE-YEAR CREDIT AGREEMENT
This FIVE-YEAR CREDIT AGREEMENT is entered into as of January 24, 2001,
among General Mills, Inc ., a Delaware corporation (the "Company"), the several
financial institutions from time to time party to this Agreement (collectively,
the "Banks"; individually, a "Bank"), The Chase Manhattan Bank, as
Administrative
_____________
GENERAL MILLS, INC – WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in their proper and duly authorized officers as of
the day and year first above written.
GENERAL MILLS, INC .
By: /s/ David B. VanBenschoten
----------------------------------------
Name: David B. VanBenschoten
Title: Vice President, Treasurer
Address for notices:
One General Mills Boulevard
P.O. Box 1113
Minneapolis, Minnesota 55440
Attn: Vice
_____________
General Mills, Inc – for the Banks parties
to the Five-Year Credit Agreement dated as of January 24, 2001 (as
extended, renewed, amended or restated from time to time, the "Credit
Agreement") among General Mills, Inc ., The Chase Manhattan Bank, as
Administrative Agent, and certain other Agents and Banks party thereto
Ladies and Gentlemen:
The undersigned General Mills, Inc. (the "Company") refers to the
Credit
_____________
General Mills, Inc – time to time, the "Credit
Agreement") among General Mills, Inc., The Chase Manhattan Bank, as
Administrative Agent, and certain other Agents and Banks party thereto
Ladies and Gentlemen:
The undersigned General Mills, Inc . (the "Company") refers to the
Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 2.03 of
_____________
dt 1521853
;
ABN AMRO Bank
As referenced in this Five-Year Credit Agreement:
ABN AMRO Bank N.V., – Act of 1934, and
regulations promulgated thereunder.
6
{PAGE}
"EXISTING AGREEMENTS" means (i) the Credit Agreement dated as of
January 26, 2000, as amended, among the Company, certain financial institutions,
ABN AMRO Bank N.V., Norwest Bank Minnesota, National Association, Royal Bank of
Canada and Credit Lyonnais Chicago Branch, as co-agents, and Bank of America, as
agent for such financial institutions, (ii) the
_____________
ABN Amro Bank N.V., – administrative
agent, and the other financial institutions party thereto and (iii) the Credit
Agreement dated as of January 29, 1997 among the Company, Bank of America, N.A.,
as agent, ABN Amro Bank N.V., Morgan Guaranty Trust Company of New York, Norwest
Bank Minnesota, National Association, and Royal Bank of Canada, as co-agents,
and the other financial institutions party thereto, in each
_____________
ABN AMRO BANK N.V.
– By: /s/ Chad M. Kortgard
----------------------------------------
Name: Chad M. Kortgard
Title: Assistant Vice President
By: /s/ Molly S. Van Metre
----------------------------------------
Name: Molly S. Van Metre
Title: Vice President and Senior Banker
ABN AMRO BANK N.V.
By: /s/ John E. Robertson
----------------------------------------
Name: John E. Robertson
Title: Group Vice President
By: /s/ Peter J. Hallan
----------------------------------------
Name: Peter J. Hallan
Title: Assistant Vice President
MELLON BANK, N.
_____________
ABN AMRO Bank N.V. – 000
The Dai-Ichi Kangyo Bank, Ltd. $50,000,000
Credit Lyonnais Chicago Branch $50,000,000
SunTrust Bank $50,000,000
Wells Fargo Bank, National Association $50,000,000
ABN AMRO Bank N.V. $40,000,000
Mellon Bank, N.A. $40,000,000
U.S. Bank National Association $40,000,000
Wachovia Bank, N.A. $25,000,000
The Bank of New
_____________
dt 1470917
;
Citicorp USA
As referenced in this Five-Year Credit Agreement:
CITICORP USA, INC – President
By: /s/ Mark Heron
----------------------------------------
Name: Mark Heron
Title: Assistant Vice President
69
{PAGE}
THE CHASE MANHATTAN BANK
By: /s/ Robert T. Sacks
----------------------------------------
Name: Robert T. Sacks
Title: Managing Director
CITICORP USA, INC .
By: /s/ Mary O'Connell
----------------------------------------
Name: Mary O'Connell
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ G. Burton Queen
----------------------------------------
Name: G. Burton Queen
Title: Managing Director
_____________
Citicorp USA, Inc – at any
date is that in effect at the close of business on such date.
2
{PAGE}
SCHEDULE 2.01
REVOLVING
BANK COMMITMENT
The Chase Manhattan Bank $100,000,000
Citicorp USA, Inc . $100,000,000
Barclays Bank PLC $75,000,000
Credit Suisse First Boston $75,000,000
Bank of America, N.A. $75,000,000
Deutsche Bank AG New York
_____________
dt 1368185
;
|
McGraw-Hill Companies
As referenced in this Five-Year Credit Agreement:
McGraw-Hill Companies, Inc – any date if, at such date, no other Status
exists.
"MOODY'S" means Moody's Investors Service, Inc.
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc .
{PAGE}
"STATUS" refers to the determination of which of Level I Status, Level
II Status, Level III Status, Level IV Status or Level V Status exists at any
date.
"
_____________
dt 1516600
;
ABN AMRO Bank
As referenced in this Five-Year Credit Agreement:
ABN AMRO Bank N.V., – Act of 1934, and
regulations promulgated thereunder.
6
{PAGE}
"EXISTING AGREEMENTS" means (i) the Credit Agreement dated as of
January 26, 2000, as amended, among the Company, certain financial institutions,
ABN AMRO Bank N.V., Norwest Bank Minnesota, National Association, Royal Bank of
Canada and Credit Lyonnais Chicago Branch, as co-agents, and Bank of America, as
agent for such financial institutions, (ii) the
_____________
ABN Amro Bank N.V., – administrative
agent, and the other financial institutions party thereto and (iii) the Credit
Agreement dated as of January 29, 1997 among the Company, Bank of America, N.A.,
as agent, ABN Amro Bank N.V., Morgan Guaranty Trust Company of New York, Norwest
Bank Minnesota, National Association, and Royal Bank of Canada, as co-agents,
and the other financial institutions party thereto, in each
_____________
ABN AMRO BANK N.V.
– By: /s/ Chad M. Kortgard
----------------------------------------
Name: Chad M. Kortgard
Title: Assistant Vice President
By: /s/ Molly S. Van Metre
----------------------------------------
Name: Molly S. Van Metre
Title: Vice President and Senior Banker
ABN AMRO BANK N.V.
By: /s/ John E. Robertson
----------------------------------------
Name: John E. Robertson
Title: Group Vice President
By: /s/ Peter J. Hallan
----------------------------------------
Name: Peter J. Hallan
Title: Assistant Vice President
MELLON BANK, N.
_____________
ABN AMRO Bank N.V. – 000
The Dai-Ichi Kangyo Bank, Ltd. $50,000,000
Credit Lyonnais Chicago Branch $50,000,000
SunTrust Bank $50,000,000
Wells Fargo Bank, National Association $50,000,000
ABN AMRO Bank N.V. $40,000,000
Mellon Bank, N.A. $40,000,000
U.S. Bank National Association $40,000,000
Wachovia Bank, N.A. $25,000,000
The Bank of New
_____________
dt 1470917
;
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Five-Year Credit Agreement
Five-Year Credit Agreement (235K)
Doc #1072673: Click preview link for longer preview.
Exhibit 10.2
EXECUTION COPY
FIVE-YEAR CREDIT
AGREEMENT
dated as of
October 21, 2005
among
GENERAL MILLS, INC.,
JPMORGAN CHASE BANK,
N.A.
as Administrative Agent,
and
The Other Financial Institutions Party Hereto
CITIGROUP GLOBAL MARKETS INC.,
as Syndication Agent
BANK OF AMERICA, N.A.,
BARCLAYS BANK PLC and
DEUTSCHE BANK SECURITIES INC.,
as Documentation Agents
J.P. MORGAN SECURITIES INC. and
CITIGROUP GLOBAL MARKETS INC.
Lead Arrangers and Book Managers
TABLE OF CONTENTS
PAGE
ARTICLE 1
DEFINITIONS
Section 1.01.
. . .
1072673
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