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364-Day Credit Agreement
364-Day Credit Agreement (267K)
Doc #443494: Click preview link for longer preview.
364-DAY CREDIT AGREEMENT
dated as of
January 19, 2001
among
KELLOGG COMPANY
The Borrowing Subsidiaries Party Hereto
The Lenders Party Hereto
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
CHASE MANHATTAN INTERNATIONAL LIMITED, . . .
443494
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ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK N.V., – NA.,
by
/s/ Casey Cosgrove
-----------------------
Name: Casey Cosgrove
Title: Vice President
{PAGE} 73
CITIBANK, N.A.,
by /s/ HENRY J. MATTHEWS
------------------------------
Name: HENRY J. MATTHEWS
Title: Vice President
{PAGE} 74
ABN AMRO BANK N.V.,
by /s/ W. Stephen Jones
------------------------------
Name: W. Stephen Jones
Title: Senior Vice President
/s/ Peter J. Hallan
----------------------------
Peter J. Hallan
Assistant Vice President
{PAGE} 75
BNP PARIBAS,
by /s/
_____________
dt 1470910
;
Citibank
As referenced in this 364-Day Credit Agreement:
CITIBANK, N.A. – January 19, 2001
among
KELLOGG COMPANY
The Borrowing Subsidiaries Party Hereto
The Lenders Party Hereto
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
CHASE MANHATTAN INTERNATIONAL LIMITED,
as London Agent
CITIBANK, N.A. ,
BANK OF AMERICA, N.A.,
as Co-Syndication Agents
BARCLAYS BANK PLC,
as Documentation Agent
----------
JP MORGAN,
as Advisor, Sole Lead Arranger and Sole Book Manager
================================================================================
{PAGE} 2
TABLE
_____________
CITIBANK,
N.A. – 2001, among KELLOGG COMPANY, a Delaware
corporation, the BORROWING SUBSIDIARIES party hereto,
the LENDERS party hereto, THE CHASE MANHATTAN BANK,
as Administrative Agent, CHASE MANHATTAN
INTERNATIONAL LIMITED, as London Agent, CITIBANK,
N.A. and BANK OF AMERICA, N.A., as Co-Syndication
Agents, and BARCLAYS BANK PLC, as Documentation
Agent.
The Company intends to acquire (the "Acquisition") Keebler (such term
and each
_____________
CITIBANK, N.A. – PLC
by /s/ L. Peter Yetman
---------------------------------------
Name: L. Peter Yetman
Title: Director
{PAGE} 72
BANK OF AMERICA, NA.,
by
/s/ Casey Cosgrove
-----------------------
Name: Casey Cosgrove
Title: Vice President
{PAGE} 73
CITIBANK, N.A. ,
by /s/ HENRY J. MATTHEWS
------------------------------
Name: HENRY J. MATTHEWS
Title: Vice President
{PAGE} 74
ABN AMRO BANK N.V.,
by /s/ W. Stephen Jones
------------------------------
Name: W. Stephen Jones
Title:
_____________
dt 1478546
;
|
 ABN AMRO Bank
As referenced in this 364-Day Credit Agreement:
ABN AMRO BANK N.V., – NA.,
by
/s/ Casey Cosgrove
-----------------------
Name: Casey Cosgrove
Title: Vice President
{PAGE} 73
CITIBANK, N.A.,
by /s/ HENRY J. MATTHEWS
------------------------------
Name: HENRY J. MATTHEWS
Title: Vice President
{PAGE} 74
ABN AMRO BANK N.V.,
by /s/ W. Stephen Jones
------------------------------
Name: W. Stephen Jones
Title: Senior Vice President
/s/ Peter J. Hallan
----------------------------
Peter J. Hallan
Assistant Vice President
{PAGE} 75
BNP PARIBAS,
by /s/
_____________
dt 1470910
;
BofA
As referenced in this 364-Day Credit Agreement:
BANK OF AMERICA, N.A. – among
KELLOGG COMPANY
The Borrowing Subsidiaries Party Hereto
The Lenders Party Hereto
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
CHASE MANHATTAN INTERNATIONAL LIMITED,
as London Agent
CITIBANK, N.A.,
BANK OF AMERICA, N.A. ,
as Co-Syndication Agents
BARCLAYS BANK PLC,
as Documentation Agent
----------
JP MORGAN,
as Advisor, Sole Lead Arranger and Sole Book Manager
================================================================================
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{
_____________
BANK OF AMERICA, N.A. – a Delaware
corporation, the BORROWING SUBSIDIARIES party hereto,
the LENDERS party hereto, THE CHASE MANHATTAN BANK,
as Administrative Agent, CHASE MANHATTAN
INTERNATIONAL LIMITED, as London Agent, CITIBANK,
N.A. and BANK OF AMERICA, N.A. , as Co-Syndication
Agents, and BARCLAYS BANK PLC, as Documentation
Agent.
The Company intends to acquire (the "Acquisition") Keebler (such term
and each other capitalized term used but not
_____________
BANK OF AMERICA, NA – Agent,
by /s/ Stuard C. Walsh
---------------------------------------
Name: Stuard C. Walsh
Title: Vice President
Barclay's Bank, PLC
by /s/ L. Peter Yetman
---------------------------------------
Name: L. Peter Yetman
Title: Director
{PAGE} 72
BANK OF AMERICA, NA .,
by
/s/ Casey Cosgrove
-----------------------
Name: Casey Cosgrove
Title: Vice President
{PAGE} 73
CITIBANK, N.A.,
by /s/ HENRY J. MATTHEWS
------------------------------
Name: HENRY J. MATTHEWS
Title: Vice President
{PAGE} 74
_____________
dt 1553735
;
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Agreement and Plan of Restructuring and Merger
Agreement and Plan of Restructuring and Merger (166K)
Doc #443559: Click preview link for longer preview.
AGREEMENT AND PLAN OF RESTRUCTURING AND MERGER
dated as of
October 26, 2000
among
FLOWERS INDUSTRIES, INC.,
KELLOGG COMPANY
and
KANSAS MERGER SUBSIDIARY, INC.
TABLE OF CONTENTS
. . .
443559
|
Flowers Foods
As referenced in this Agreement and Plan of Restructuring and Merger:
Flowers Foods,
Inc – of
Parent ("Merger Subsidiary").
WHEREAS, prior to the Effective Time (as defined below), the assets of the
Company will consist of (i) 100% of the shares of Common Stock of Flowers Foods,
Inc ., a Georgia corporation ("Spinco") and (ii) 46,197,466 shares of common
stock, $0.01 par value of Keebler Foods Company, a Delaware corporation ("ELF"),
representing a majority of
_____________
FLOWERS FOODS, INC – FLOWERS INDUSTRIES, INC.
By: /s/ G.A. Campbell
---------------------------------------
Name:
Title:
KELLOGG COMPANY
By: /s/ Carlos M. Gutierrez
---------------------------------------
Name:
Title:
KANSAS MERGER SUBSIDIARY, INC.
By: /s/ Janet Langford Kelly
---------------------------------------
Name:
Title:
FLOWERS FOODS, INC . (for purposes of
Section 11.02 only)
By:/s/ G.A. Campbell
---------------------------------------
Name:
Title:
-45-
{PAGE}
SCHEDULE I
----------
Capitalized terms used but not defined in paragraphs (a) or (c)
_____________
dt 1366351
;
UBS Warburg
As referenced in this Agreement and Plan of Restructuring and Merger:
UBS Warburg LLC – a Material Adverse
Effect on the Company or materially impair, delay or prevent the consummation of
the transactions contemplated by the Transaction Agreements.
Section 4.13. FINDERS' FEES. Except for UBS Warburg LLC and Morgan Stanley
& Co. Incorporated, copies of whose engagement agreements have been provided to
Parent, there is no investment banker, broker, finder or other intermediary that
has been retained
_____________
UBS Warburg LLC – behalf of the Company in
connection with the transactions contemplated by the Transaction Agreements.
Section 4.14. OPINION OF FINANCIAL ADVISERS. The Company has received an
opinion of each of UBS Warburg LLC and Morgan Stanley & Co. Incorporated each
dated as of the date of this Agreement and each to the effect that, as of the
date of such opinion, the Merger
_____________
dt 1538343
;
|
First Union
As referenced in this Agreement and Plan of Restructuring and Merger:
First Union National Bank, – means the preferred stock purchase rights issued pursuant to the
terms of the Rights Agreement.
"Rights Agreement" means the agreement dated as of April 2, 1999 between
the Company and First Union National Bank, as Rights Agent.
"SEC" means the Securities and Exchange Commission.
"Share Equivalent" means any stock option, warrant, performance share or
right of conversion issued pursuant to a stock option,
_____________
dt 1464416
;
Morgan Stanley
As referenced in this Agreement and Plan of Restructuring and Merger:
Morgan Stanley
& Co. – on the Company or materially impair, delay or prevent the consummation of
the transactions contemplated by the Transaction Agreements.
Section 4.13. FINDERS' FEES. Except for UBS Warburg LLC and Morgan Stanley
& Co. Incorporated, copies of whose engagement agreements have been provided to
Parent, there is no investment banker, broker, finder or other intermediary that
has been retained by or is authorized
_____________
Morgan Stanley & Co. – in
connection with the transactions contemplated by the Transaction Agreements.
Section 4.14. OPINION OF FINANCIAL ADVISERS. The Company has received an
opinion of each of UBS Warburg LLC and Morgan Stanley & Co. Incorporated each
dated as of the date of this Agreement and each to the effect that, as of the
date of such opinion, the Merger Consideration to be received
_____________
dt 1471929
;
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Subscribers | 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (151K)
Doc #443560: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF
OCTOBER 26, 2000
AMONG
KEEBLER FOODS COMPANY,
KELLOGG COMPANY
AND
FK ACQUISITION CORP.
TABLE OF CONTENTS
PAGE
ARTICLE 1 DEFINITIONS .............. . . .
443560
|
Merrill Lynch
As referenced in this Agreement and Plan of Merger:
Merrill Lynch & Co – would reasonably be expected to have a Material Adverse Effect on Elf
or materially impair, delay or prevent the consummation of the Merger.
Section 4.14. FINDERS' FEES. Except for Merrill Lynch & Co ., a
copy of whose engagement agreement has been provided to Parent, there is no
investment banker, broker, finder or other intermediary that has been retained
by or is authorized
_____________
Merrill Lynch & Co – connection with the transactions contemplated by this Agreement.
Section 4.15. OPINION OF FINANCIAL ADVISORS. The special committee
of the Board of Directors of Elf has received an opinion of Merrill Lynch & Co .
dated as of the date of this Agreement to the effect that, as of the date of
such opinion, the Merger Consideration is fair to Elf's stockholders from
_____________
dt 1467754
;
 Davis Polk
As referenced in this Agreement and Plan of Merger:
Davis Polk & Wardwell
– 403-2000
-37-
{PAGE}
if to Elf, to:
Keebler Foods Company
677 Larch Avenue
Elmhurst, Illinois 60126
Attention: Thomas E. O'Neill
Fax: (630) 782-2132
with a copy to:
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: Phillip R. Mills
Fax: (212) 450-4800
and
Winston & Strawn
35 W. Wacker Drive
Chicago, Illinois 60601-9703
Attention: Robert
_____________
dt 1440000
;
|
Jones Day
As referenced in this Agreement and Plan of Merger:
Jones, Day, Reavis & Pogue – Illinois 60601-9703
Attention: Robert F. Wall
Fax: (312) 558-5700
and
Flowers Industries, Inc.
1919 Flowers Circle
Thomasville, Georgia 31757
Attention: G. Anthony Campbell,
Fax: (912) 225-5433
and
Jones, Day, Reavis & Pogue
3500 SunTrust Plaza
303 Peachtree Street
Atlanta, Georgia 30308-3242
Attention: Robert W. Smith
Lizanne Thomas
Fax: (404) 581-8330
or such other address or facsimile number as such
_____________
dt 1381969
;
Wachtell Lipton
As referenced in this Agreement and Plan of Merger:
Wachtell, Lipton – be given,
if to Parent or Merger Subsidiary, to:
Kellogg Company
One Kellogg Square
Battle Creek, Michigan 49016
Attention: Janet L. Kelly,
Fax: (616) 961-6598
with a copy to:
Wachtell, Lipton , Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Daniel A. Neff
Fax: (212) 403-2000
-37-
{PAGE}
if to Elf, to:
Keebler Foods Company
677
_____________
dt 1388988
;
Winston & Strawn
As referenced in this Agreement and Plan of Merger:
Winston & Strawn
– O'Neill
Fax: (630) 782-2132
with a copy to:
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: Phillip R. Mills
Fax: (212) 450-4800
and
Winston & Strawn
35 W. Wacker Drive
Chicago, Illinois 60601-9703
Attention: Robert F. Wall
Fax: (312) 558-5700
and
Flowers Industries, Inc.
1919 Flowers Circle
Thomasville, Georgia 31757
Attention: G. Anthony
_____________
dt 1435861
|
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Subscribers | 1999 |
Asset Contribution Agreement
Asset Contribution Agreement (132K)
Doc #109029: Click preview link for longer preview.
CONFORMED COPY
ASSET CONTRIBUTION AGREEMENT
AMONG
MILLENNIUM PETROCHEMICALS INC.,
MILLENNIUM PETROCHEMICALS LP LLC
AND
EQUISTAR CHEMICALS, LP
DATED: DECEMBER 1, 1997
{PAGE}
TABLE OF CONTENTS
PAGE
SECTION 1 DEFINITIONS...................................................... 1
SECTION 2 CONTRIBUTION OF ASSETS; ASSUMPTION OF CERTAIN LIABILITIES........ 8
2.1 Transfer of Assets............................................... 8
2.2 Excluded Assets.................................................. 10
2.3 Instruments of Conveyance and Assignment......................... 11
2.4 Further Assurances............................................... 11
2.5 Assumption of Liabilities........................................ 12
2.6 Excluded Liabilities............................................. 13
2.7 Master Intellectual Property Agreement........................... 14
2.8 Employee Matters................................................. 14
2.9 Joint Contracts.................................................. 16
SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR................ 17
3.1 Due Organization; Good Standing and Power........................ 17
3.2 Authorization and Validity of Agreements......................... 17
3.3 No Consents Required; No Conflict with Instruments to which the
Contributor is a Party......................................... 17
3.4 Employee Benefits................................................ 18
3.5 Title to Assets; Absence of Liens and Encumbrances; Leases....... 19
3.6 Title Matters; Defects in Improvements........................... 20
3.7 Working Capital.................................................. 20
3.8 Technology and Similar Rights.................................... 20
3.9 Government Licenses, Permits and Related Approvals............... 20
3.10 All Necessary Assets............................................. 20
3.11 Conduct of Business in Compliance with Regulatory and
Contractual Requirements......................................... 21
3.12 Legal Proceedings................................................ 21
3.13 Consents......................................................... 21
3.14 Tax Matters...................................................... 21
3.15 [Reserved]....................................................... 21
3.16 HSE Matters...................................................... 21
3.17 Investigation to Acquire Knowledge............................... 22
SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP................ 22
4.1 Due Organization; Good Standing and Power........................ 22
4.2 Authorization and Validity of Agreement.......................... 23
4.3 No Consents Required; No Conflict with Instruments to which the
Partnership is a Party........................................... 23
-i-
{PAGE}
SECTION 5 COVENANTS SUBSEQUENT TO CLOSING DATE............................. 23
5.1 Access to Information............................................ 23
5.2 Mail or Other Communications..................................... 24
5.3 Use of Contributor's Trade Name.................................. 24
5.4 Closing Date Balance Sheet....................................... 24
5.5 Payment of Retained Accounts Payable............................. 24
5.6 Collection of Accounts Receivable................................ 24
5.7 Reimbursement for Prepaid Expenses............................... 25
SECTION 6 SURVIVAL AND INDEMNIFICATION..................................... 25
6.1 Survival Limitations............................................. 25
6.2 Indemnification.................................................. 25
6.3 Procedures....................................................... 28
6.4 Subrogation...................................................... 30
6.5 Claims for HSE Work.............................................. 30
6.6 EXTENT OF INDEMNIFICATION........................................ 31
SECTION 7 MISCELLANEOUS.................................................... 31
7.1 Construction..................................................... 31
7.2 Payment of Certain Expenses and Taxes............................ 31
7.3 Notices.......................................................... 32
7.4 [Reserved]....................................................... 33
7.5 Binding Effect; Benefit.......................................... 33
7.6 Occasional and Bulk Sales........................................ 33
7.7 Assignability.................................................... 34
7.8 Amendment; Waiver................................................ 34
7.9 Dispute Resolution............................................... 34
7.10 Severability..................................................... 34
7.11 Counterparts..................................................... 34
7.12 APPLICABLE LAW................................................... 34
7.13 JURISDICTION; CONSENT TO SERVICE OF PROCESS; WAIVER.............. 34
7.14 WAIVER OF JURY TRIAL............................................. 35
-ii-
{PAGE}
LIST OF SCHEDULES AND EXHIBITS TO AGREEMENT
Schedules
Schedule A - Contributed Business
Schedule 2.1(a) - Fee Interests
Schedule 2.1(b) - Leases
Schedule 2.1(d) - Equipment
Schedule 2.1(k) - Contributed Subsidiaries
Schedule 2.2(c) - Excluded Tradenames and Logos
Schedule 2.2(h) - Certain Excluded Assets
Schedule 2.5(a)(vii) - Assumed Indebtedness
Schedule 2.5(a)(x) - Assumed Long-Term Liabilities
Schedule 3 - Disclosure Schedule
Appendices
Appendix A - Dispute Resolution Procedures
Exhibits
Exhibit A - Form of Deeds for Fee Interests
Exhibit B - Form of Assignment of Lease for Leaseholds
Exhibit C - Form of Bill of Sale and Assignment
Exhibit D - Form of Trademark Assignment
Exhibit E - Form of Patent Assignment
Exhibit F - Form of Assumption Agreement
Exhibit G - Form of Master Intellectual Property Agreement
-iii-
{PAGE}
ASSET CONTRIBUTION AGREEMENT
ASSET CONTRIBUTION AGREEMENT (this "Agreement"), dated as of December 1,
1997, between Millennium Petrochemicals Inc., a Virginia corporation (the
"Contributor"), Millennium Petrochemicals LP LLC, a Delaware limited liability
company (the "Contributing Partner") and Equistar Chemicals, LP, a Delaware
limited partnership (the "Partnership").
WHEREAS, the Contributor owns all of the issued and outstanding shares of
capital stock of Contributing Partner and the Contributing Partner is a partner
in the Partnership;
WHEREAS, the Contributor wishes to contribute the assets subject to certain
liabilities associated with the olefins, polyolefins and related petrochemicals
businesses described in Schedule A (the "Contributed Business") to the
Contributing Partner; and
WHEREAS, the Contributing Partner wishes to contribute such assets and
liabilities to the Partnership, and the Partnership wishes to accept such assets
and assume such liabilities, all upon the terms and conditions hereinafter set
forth; and
WHEREAS, the Partnership will consummate certain transactions and enter
into certain agreements as provided for in the Master Transaction Agreement,
dated as of July 25, 1997, between Lyondell Petrochemical Company and Millennium
Chemicals Inc., as amended (the "Master Transaction Agreement").
NOW THEREFORE, in consideration of the premises and of the mutual covenants
of the parties hereto, it is hereby agreed as follows:
SECTION 1
DEFINITIONS
The terms used in this Agreement have the following definitions or are
defined in the Sections referenced below:
"Accounts Receivable" constitute, as of the Closing Date, all uncollected
accounts receivable that have been generated by, or are attributable to, the
Contributor's operation prior to the Closing Date of the Contributed Business in
the ordinary course and in all respects in a manner consistent with the
provisions of Section 3.2 of the Master Transaction Agreement.
"Affiliate" means any Person that directly or indirectly through one or
more intermediaries, controls or is controlled by or is under common control
with the Person specified; provided, however, that for purposes of this
Agreement (i) Suburban Propane Partners, L.P. and any Persons
{PAGE}
controlled by it shall not be considered an Affiliate of Contributor; and (ii)
neither the Partnership nor any Person controlled by it shall be considered an
Affiliate of the Contributor. For purposes of this definition, the term
"control" shall have the meaning set forth in 17 CFR 230.405 as in effect on the
date hereof.
"Agreed Rate" means the base commercial lending rate announced by Citibank,
N.A. (or its successor) at its principal office in effect from time to time,
such interest rate to change automatically, effective as of the date of each
change in such base rate.
"Agreement" is defined in the Preamble.
"Assets" means all of the assets, rights and properties being contributed,
conveyed, assigned, transferred and delivered to the Partnership pursuant to
Section 2.1.
"Assignment and Assumption Agreements" means the Deeds, the Assignments of
Lease, the Bill of Sale and Assignment, the Trademark Assignment, the Patent
Assignment and the Assumption Agreement.
"Assignments of Lease" is defined in Section 2.3(a).
"Associated Rights" is defined in Section 2.1(c).
"Assumed Liabilities" is defined in Section 2.5(a).
"Assumed Plan" means the Pension Plan for Eligible Hourly Represented
Employees of Quantum Chemical Corporation.
"Authority" means any government or governmental or regulatory body
thereof, or political subdivision thereof, whether federal (or any commonwealth,
territory or possession thereof), state, local or foreign, or any agency,
department or instrumentality thereof, or any court or arbitrator (public or
private).
"Basic Severance" is defined in Section 2.8(b).
"Capital Spares" means the inventory of spare parts used by the Contributor
in the Contributed Business and owned by the Contributor as of the Closing Date.
"CERCLA" is defined in Section 3.16(b).
"Chemical Substance" means any (i) chemical substance, pollutant,
contaminant, constituent, chemical, mixture, raw material, intermediate, product
or byproduct that is regulated (including any requirement for the reporting of
any Release thereof) under any HSE Law or defined or listed as an industrial,
toxic, deleterious, harmful, radioactive, infectious, disease-causing or
hazardous
-2-
{PAGE}
substance, material or waste under any HSE Law, and (ii) petroleum or
any fraction thereof, asbestos or asbestos-containing material or
polychlorinated biphenyls ("PCBs").
"Closing" means the closing of the transactions contemplated by the Master
Transaction Agreement.
"Closing Date" means the date hereof.
"Closing Date Balance Sheet" is defined in Section 5.4.
"Code" means the Internal Revenue Code of 1986, as amended.
"Confirmed Accounts Receivable" is defined in Section 5.6.
"Consent" means any consent, waiver, appraisal, authorization, exception,
registration, license or declaration of or by any Person or any Authority, or
any expiration or termination of any applicable waiting period under any Legal
Requirement, required with respect to the Contributed Business or the
Contributor or any Affiliate thereof in connection with (i) the execution and
delivery of this Agreement or any of the Related Agreements or (ii) the
consummation of the transactions contemplated hereby or thereby.
"Contracts" means contracts, maintenance and service agreements, purchase
commitments for materials and other services, advertising and promotional
agreements, leases, taxation agreements with any Authority, and other
agreements.
"Contributed Contracts" is defined in Section 2.1(f).
"Contributed Business" is defined in the Preamble.
"Contributed Intellectual Property" is defined in Section 2.1(g).
"Contributed Subsidiaries" is defined in Section 2.1(k).
"Contributor" is defined in the Preamble.
"Deeds" is defined in Section 2.3(a).
"De Minimis Claim" means any Third Party Claim for which the Liability
associated therewith is less than $25,000.
109029
|
Kellogg
As referenced in this Asset Contribution Agreement:
Kellogg Co. – Agreement and not either (y) located within
the Boundaries or (z) provided to Millennium Petrochemicals under a Shared
Services Agreement; (vi) outstanding claims related to Millennium Petrochemicals
v. M.W. Kellogg Co. , (vii) all subsidiaries of Millennium Petrochemicals other
than Quantum Pipeline Company, including without limitation CUE Insurance
Limited, DR Insurance Company, Millennium Plastics Inc., Millennium Polymers
Inc., Millennium Chemicals Export
_____________
dt 1505026
;
Citibank
As referenced in this Asset Contribution Agreement:
Citibank,
N.A. – forth in 17 CFR 230.405 as in effect on the
date hereof.
"Agreed Rate" means the base commercial lending rate announced by Citibank,
N.A. (or its successor) at its principal office in effect from time to time,
such interest rate to change automatically, effective as of
_____________
dt 145759
;
Millennium
As referenced in this Asset Contribution Agreement:
Millennium
Chemicals – the Master Transaction Agreement,
dated as of July 25, 1997, between Lyondell Petrochemical Company and Millennium
Chemicals Inc., as amended (the "Master Transaction Agreement").
NOW THEREFORE, in consideration of the premises and
Millennium Chemicals – delivery, as follows:
-32-
{PAGE}
(a) If to the Contributor:
Millennium Petrochemicals Inc.
c/o Millennium Chemicals Inc.
99 Wood Avenue South
Iselin, New Jersey 08830
Attention: George H. Hempstead, III
Telecopy
Millennium Chemicals – 908) 603-6857
(b) If to the Contributing Partner:
Millennium Petrochemicals LLC LP
c/o Millennium Chemicals Inc.
99 Wood Avenue South
Iselin, New Jersey 08830
Attention: George H. Hempstead, III
Telecopy
Millennium Chemicals – including without limitation CUE Insurance
Limited, DR Insurance Company, Millennium Plastics Inc., Millennium Polymers
Inc., Millennium Chemicals Export Ltd., Millennium Petrochemicals Canada, Ltd.,
NDCC International II Inc., USI Chemicals International, Inc., Quantum
Millennium Chemicals – for the following exception to
its representations made in Section 3.4 of this Agreement:
Millennium Chemicals Inc. ("Millennium") has received a letter from the
Pension Benefit Guaranty Corporation (the "PBGC") dated
dt 22378
;
|
Suburban Propane
As referenced in this Asset Contribution Agreement:
Suburban Propane Partners, L – or indirectly through one or
more intermediaries, controls or is controlled by or is under common control
with the Person specified; provided, however, that for purposes of this
Agreement (i) Suburban Propane Partners, L .P. and any Persons
{PAGE}
controlled by it shall not be considered an Affiliate of Contributor; and (ii)
neither the Partnership nor any Person controlled by it shall be
_____________
Suburban Propane Partners, L – Petrochemicals Canada, Ltd.,
NDCC International II Inc., USI Chemicals International, Inc., Quantum UK
Limited, Millennium Petrochemicals Europe B.V., and Suburban Propane GP, Inc.;
(viii) Millennium Petrochemical's interest in Suburban Propane Partners, L .P.
and any entities controlled by it; (ix) Millennium Petrochemical's former
research laboratories on Section Road, Cincinnati, Ohio, (x) the unimproved real
estate at Millennium Petrochemicals' LaPorte, Texas
_____________
dt 1509961
;
Citibank
As referenced in this Asset Contribution Agreement:
Citibank,
N.A. – forth in 17 CFR 230.405 as in effect on the
date hereof.
"Agreed Rate" means the base commercial lending rate announced by Citibank,
N.A. (or its successor) at its principal office in effect from time to time,
such interest rate to change automatically, effective as of
_____________
dt 145759
;
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| Preview
Subscribers | 2001 |
Bridge Credit Agreement
Bridge Credit Agreement (234K)
Doc #443496: Click preview link for longer preview.
BRIDGE CREDIT AGREEMENT
dated as of
January 19, 2001
among
KELLOGG COMPANY
The Lenders Party Hereto
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
CITIBANK, N.A.,
BANK OF AMERICA, N.A.,
. . .
443496
|
ABN AMRO Bank
As referenced in this Bridge Credit Agreement:
ABN AMRO BANK N.V., – N.A.,
by /s/ Casey Cosgrove
-----------------------
Name: Casey Cosgrove
Title: Vice President
{PAGE} 67
BARCLAYS BANK PLC
by /s/ L. Peter Yetman
-----------------------
Name: L. Peter Yetman
Title: Director
{PAGE} 68
ABN AMRO BANK N.V.,
by /s/ W. Stephen Jones
------------------------------
Name: W. Stephen Jones
Title: Senior Vice President
/s/ Peter J. Hallan
------------------------------
Peter J. Hallan
Assistant Vice President
{PAGE} 69
THE BANK OF NOVA
_____________
dt 1470912
;
Citibank
As referenced in this Bridge Credit Agreement:
CITIBANK, N.A. – TEXT}
{PAGE} 1
EXHIBIT 4.09
================================================================================
BRIDGE CREDIT AGREEMENT
dated as of
January 19, 2001
among
KELLOGG COMPANY
The Lenders Party Hereto
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
CITIBANK, N.A. ,
BANK OF AMERICA, N.A.,
as Co-Syndication Agents
BARCLAYS BANK PLC,
as Documentation Agent
----------
SALOMON SMITH BARNEY INC.,
BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arrangers and
_____________
CITIBANK,
N.A. – TABLE}
{PAGE} 6
1
BRIDGE CREDIT AGREEMENT dated as of January
19, 2001, among KELLOGG COMPANY, a Delaware
corporation, the LENDERS party hereto, THE CHASE
MANHATTAN BANK, as Administrative Agent, CITIBANK,
N.A. and BANK OF AMERICA, N.A., as Co-Syndication
Agents, and BARCLAYS BANK PLC, as Documentation
Agent.
The Company intends to acquire (the "Acquisition") Keebler (such term
and each
_____________
CITIBANK, N.A. – s/ Tina Ruyter
----------------------------------
Name: Tina Ruyter
Title: Vice President
THE CHASE MANHATTAN BANK, individually
and as Administrative Agent,
by /s/ Tina Ruyter
----------------------------------
Name: Tina Ruyter
Title: Vice President
{PAGE} 65
CITIBANK, N.A. ,
by /s/ Henry J. Matthews
------------------------------
Name: Henry J. Matthews
Title: Vice President
{PAGE} 66
BANK OF AMERICA, N.A.,
by /s/ Casey Cosgrove
-----------------------
Name: Casey Cosgrove
Title: Vice President
{
_____________
dt 1478548
;
|
ABN AMRO Bank
As referenced in this Bridge Credit Agreement:
ABN AMRO BANK N.V., – N.A.,
by /s/ Casey Cosgrove
-----------------------
Name: Casey Cosgrove
Title: Vice President
{PAGE} 67
BARCLAYS BANK PLC
by /s/ L. Peter Yetman
-----------------------
Name: L. Peter Yetman
Title: Director
{PAGE} 68
ABN AMRO BANK N.V.,
by /s/ W. Stephen Jones
------------------------------
Name: W. Stephen Jones
Title: Senior Vice President
/s/ Peter J. Hallan
------------------------------
Peter J. Hallan
Assistant Vice President
{PAGE} 69
THE BANK OF NOVA
_____________
dt 1470912
;
BofA Securities
As referenced in this Bridge Credit Agreement:
BANC OF AMERICA SECURITIES LLC – and
THE CHASE MANHATTAN BANK,
as Administrative Agent
CITIBANK, N.A.,
BANK OF AMERICA, N.A.,
as Co-Syndication Agents
BARCLAYS BANK PLC,
as Documentation Agent
----------
SALOMON SMITH BARNEY INC.,
BANC OF AMERICA SECURITIES LLC ,
as Joint Lead Arrangers and Joint Book Managers
================================================================================
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE I Definitions
SECTION 1.01. Defined Terms.............................................................................1
SECTION
_____________
dt 1355377
;
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| Subscribers | 2003 |
Bylaws
Bylaws (62K)
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Bylaws
Bylaws (51K)
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KELLOGG COMPANY
BYLAWS
(AS AMENDED UP TO AND INCLUDING JANUARY 4, 1999)
ARTICLE I
OFFICES
SECTION 1. OFFICES. The principal office shall be in the City
of Wilmington, County of New Castle, State of Delaware, and the name of the
resident agent in charge thereof is The Corporation Trust Company.
The Corporation may also have an office in the City of Battle
Creek, State of Michigan, . . .
443506
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Declaration of Trust
Declaration of Trust (10K)
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DECLARATION OF TRUST
OF
KELLOGG COMPANY CAPITAL TRUST III
Dated as of October 22, 2001
--------------------------------------------------------------------------------
DECLARATION OF TRUST OF KELLOGG COMPANY CAPITAL TRUST III
This Declaration of Trust ("Declaration"), dated and effective as of
October 22, 2001, among Kellogg Company, a Delaware corporation, as the . . .
443424
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BNY
As referenced in this Declaration of Trust:
Bank of New York – is hereby authorized and directed to join in any such
filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that The Bank of New York (Delaware), in
its capacity as trustee of the Trust, shall not be required to join in
any such filing or execute on behalf of the Trust any such documents
_____________
BANK OF NEW YORK – as of the day and year first above written.
KELLOGG COMPANY, as Sponsor
By: /s/ Gary H. Pilnick
Name: Gary H. Pilnick
Title: Vice President and Deputy General Counsel
THE BANK OF NEW YORK (DELAWARE), as Trustee
By: /s/ William T. Lewis
Name: William T. Lewis
Title: Senior Vice President
SIGNATURE PAGE TO KELLOGG COMPANY CAPITAL TRUST III DECLARATION
{/TEXT}
{/DOCUMENT}
_____________
dt 1584203
|
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Deferred Compensation Plan for Non-Employee Directors
Deferred Compensation Plan for Non-Employee Directors (17K)
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KELLOGG COMPANY
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(As Amended and Restated as of April 24, 2003)
I. NAME AND PURPOSE.
The name of this Plan (as amended and restated, the "Plan") is the Kellogg
Company Deferred Compensation Plan for Non-Employee Directors. Its purpose
is to provide non-employee Directors of Kellogg Company (the "Company) with
an opportunity to defer compensation earned as a Director.
II. EFFECTIVE . . .
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Deferred Compensation Plan for Non-Employee Directors
Deferred Compensation Plan for Non-Employee Directors (20K)
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KELLOGG COMPANY
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(AS AMENDED AND RESTATED AS OF JULY 26, 2002)
I. NAME AND PURPOSE.
The name of this Plan (as amended and restated, the "Plan") is the Kellogg
Company Deferred Compensation Plan for Non-Employee Directors. Its purpose
is to provide non-employee Directors of Kellogg Company (the "Company) with
an opportunity to defer compensation earned as a Director.
II. EFFECTIVE . . .
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Employment Agreement
Employment Agreement (21K)
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Employment Agreement
This Employment Agreement (the "Agreement") is made and entered into as
of September 1, 2003 by and between Kellogg Company, a Delaware corporation (the
"Company"), and David Mackay ("Employee").
WHEREAS, the Company desires to provide certain benefits to Employee as
an incentive to remain with the Company into the future.
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement, and other good and valuable consideration, the receipt . . .
443242
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Employment Agreement
Employment Agreement (23K)
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Employment Agreement
This Employment Agreement (the "Agreement"), is made and entered into
as of September 22, 2003 by and between Kellogg Company, a Delaware corporation
(the "Company"), and Alan Harris ("Employee").
WHEREAS, the Company has entered into a previous agreement with
Employee by letter dated July 26, 2000 (the "Letter Agreement") setting out
terms and benefits in the event of the termination of Employee's employment;
WHEREAS, the Company and Employee desire by this . . .
443243
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Employment Agreement
Employment Agreement (37K)
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated and effective as of the 26th day of
October, 2000, by and among Keebler Foods Company, a Delaware corporation (the
"Company"), Kellogg Company, a Delaware corporation ("Kellogg"), and Sam Reed
(the "Executive").
WHEREAS, the Company has entered into an Agreement and Plan of
Merger dated as of October 26, 2000 (the "Merger Agreement"), among the Company,
Kellogg, and FK Acquisition Corp., a Georgia corporation, pursuant to which . . .
443468
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Employment Agreement
Employment Agreement (39K)
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated and effective as of the 26th day of
October, 2000, by and among Keebler Foods Company, a Delaware corporation (the
"Company"), Kellogg Company, a Delaware corporation ("Kellogg"), and David
Vermylen (the "Executive").
WHEREAS, the Company has entered into an Agreement and Plan of
Merger dated as of October 26, 2000 (the "Merger Agreement"), among the Company,
Kellogg, and FK Acquisition Corp., a Georgia corporation, pursuant to which . . .
443470
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Employment Agreement
Employment Agreement (57K)
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EMPLOYMENT AGREEMENT
AGREEMENT, dated as of the day of , 2000 (this
"Agreement"), by and between Kellogg Company, a Delaware corporation (the
"Company"), and Carlos M. Gutierrez (the "Executive").
WHEREAS, the Board of Directors of the Company (the "BOARD"), has
determined that it is in the best interests of the Company and its stockholders
to assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or . . .
443572
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Employment Agreement
Employment Agreement (57K)
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EMPLOYMENT AGREEMENT
AGREEMENT, dated as of the day of , 2000 (this
"Agreement"), by and between Kellogg Company, a Delaware corporation (the
"Company"), and Alan F. Harris (the "Executive").
WHEREAS, the Board of Directors of the Company (the "Board"),
has determined that it is in the best interests of the Company and its
stockholders to assure that the Company will have the continued dedication of
the Executive, notwithstanding the possibility, threat or . . .
443573
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