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Subscribers | 2003 |
364-Day Revolving Credit Agreement
364-Day Revolving Credit Agreement (206K)
Doc #318580: Click preview link for longer preview.
U.S.$2,000,000,000
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of July 14, 2003
Among
ALTRIA GROUP, INC.
and
THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
CITIBANK, N.A.
as Administrative Agents
and
CREDIT SUISSE FIRST BOSTON
and
DEUTSCHE BANK SECURITIES INC.
as Syndication Agents
and
ABN AMRO BANK N.V.
and
BNP PARIBAS
and
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
as Arrangers and Documentation Agents
* * * * * * * * * *
J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC.,
CREDIT SUISSE FIRST BOSTON and DEUTSCHE BANK SECURITIES INC.
as . . .
318580
|
Altria Group
As referenced in this 364-Day Revolving Credit Agreement:
ALTRIA GROUP, – 99.3
Exhibit 99.3
U.S.$2,000,000,000
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of July 14, 2003
Among
ALTRIA GROUP, INC.
and
THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
CITIBANK, N.A.
as Administrative Agents
and
CREDIT SUISSE FIRST
_____________
ALTRIA GROUP, – Form of Opinion of Counsel for JPMorgan Chase, as Adminstrative Agent
iii
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of July 14, 2003
ALTRIA GROUP, INC., a Virginia corporation (Altria), the banks, financial institutions and other institutional lenders (the Initial Lenders) listed on the signature pages hereof,
_____________
Altria Group, – provided for hereunder shall be in writing (including telecopier communication) and mailed, telecopied, or delivered, as follows:
if to any Borrower:
c/o Altria Group, Inc.
120 Park Avenue
New York, New York 10017
40
Attention: Vice President and Treasurer
Fax number: (917) 663-5067;
with a
_____________
Altria Group, – 120 Park Avenue
New York, New York 10017
Attention: Treasury Department - Debt Administration
Fax number: (917) 663-5310;
if to Altria, as guarantor:
Altria Group, Inc.
120 Park Avenue
New York, New York 10017
Attention: Secretary
Fax number: (917) 663-5372;
if to any Initial Lender, at
_____________
Altria Group, – Date made by the Lender to the Borrower pursuant to the 364-Day Revolving Credit Agreement, dated as of July 14, 2003 among Altria Group, Inc., the Lender and certain other lenders parties thereto, JPMorgan Chase Bank, as Administrative Agent, Citibank, N.A., as Administrative Agent, Credit
_____________
dt 543475
;
ABN AMRO Bank
As referenced in this 364-Day Revolving Credit Agreement:
ABN AMRO BANK N.V.
– CHASE BANK
and
CITIBANK, N.A.
as Administrative Agents
and
CREDIT SUISSE FIRST BOSTON
and
DEUTSCHE BANK SECURITIES INC.
as Syndication Agents
and
ABN AMRO BANK N.V.
and
BNP PARIBAS
and
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
as Arrangers and Documentation Agents
* * * * * * * * * *
J.P. MORGAN SECURITIES
_____________
ABN AMRO BANK N.V., – an Administrative Agent), CREDIT SUISSE FIRST BOSTON and DEUTSCHE BANK SECURITIES INC., as syndication agents (each, in such capacity, a Syndication Agent) and ABN AMRO BANK N.V., BNP PARIBAS and DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as arrangers and documentation agents (each, in such capacity, an
_____________
ABN AMRO Bank N.V., – executed by Altria, JPMorgan Chase and Citibank, as Administrative Agents, Credit Suisse First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York and Grand Cayman Branches, as Arrangers and Documentation Agents, and JPMorgan Chase, as Administrative
_____________
ABN AMRO Bank N.V., – Syndication Agents and Arrangers and Documentation Agents. Credit Suisse First Boston and Deutsche Bank Securities Inc. have been designated as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York and Grand Cayman Branches, have been designated as Arrangers and Documentation Agents, under this
_____________
ABN AMRO Bank N.V., – Bank, as Administrative Agent, Citibank, N.A., as Administrative Agent, Credit Suisse First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York and Grand Cayman Branches, as Arrangers and Documentation Agents for the Lender and such
_____________
dt 638853
;
Citibank
As referenced in this 364-Day Revolving Credit Agreement:
CITIBANK, N.A. – CREDIT AGREEMENT
Dated as of July 14, 2003
Among
ALTRIA GROUP, INC.
and
THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
CITIBANK, N.A.
as Administrative Agents
and
CREDIT SUISSE FIRST BOSTON
and
DEUTSCHE BANK SECURITIES INC.
as Syndication Agents
and
ABN AMRO BANK N.V.
_____________
CITIBANK, N.A. – banks, financial institutions and other institutional lenders (the Initial Lenders) listed on the signature pages hereof, and JPMORGAN CHASE BANK (JPMorgan Chase) and CITIBANK, N.A. (Citibank), as administrative agents (each, in such capacity, an Administrative Agent), CREDIT SUISSE FIRST BOSTON and DEUTSCHE BANK SECURITIES INC., as syndication
_____________
Citibank, N.A. – as of July 14, 2003 among Altria Group, Inc., the Lender and certain other lenders parties thereto, JPMorgan Chase Bank, as Administrative Agent, Citibank, N.A. , as Administrative Agent, Credit Suisse First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP
_____________
Citibank, N.A. – as of July 14, 2003 among Altria Group, Inc., the Lender and certain other lenders parties thereto, JPMorgan Chase Bank, as Administrative Agent, Citibank, N.A. , as Administrative Agent, Credit Suisse First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP
_____________
Citibank, N.A. – defined therein being used herein as therein defined), among Altria Group, Inc., the Lenders parties thereto and JPMorgan Chase Bank, as Administrative Agent, Citibank, N.A. , as Administrative Agent, Credit Suisse First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP
_____________
dt 638637
;
|
Kraft Foods
As referenced in this 364-Day Revolving Credit Agreement:
Kraft Foods Inc – Tangible Assets means the total assets appearing on a consolidated balance sheet of Altria and its Subsidiaries (as reduced by the total assets appearing on the consolidated balance sheet of Kraft Foods Inc . and its Subsidiaries), less goodwill and other intangible assets and the minority interests of other Persons in such Subsidiaries (as reduced by the goodwill and other intangible assets of
_____________
Kraft Foods Inc – Inc. and its Subsidiaries), less goodwill and other intangible assets and the minority interests of other Persons in such Subsidiaries (as reduced by the goodwill and other intangible assets of Kraft Foods Inc . and its Subsidiaries and the minority interests of other Persons in such Subsidiaries), all as determined in accordance with accounting principles generally accepted in the United States, except that
_____________
Kraft Foods Inc – Pro Rata Advance that bears interest as provided in Section 2.04(a)(ii).
Lien has the meaning specified in Section 5.02(a).
Major Subsidiary means any Subsidiary (except Kraft Foods Inc . and any of its Subsidiaries) (a) more than 50% of the voting securities of which is owned directly or indirectly by Altria, (b) which is organized and existing under,
_____________
Kraft Foods Inc – related to any Borrowers or Altrias entering into this Agreement, or to any actions or omissions of any Borrower or Altria, any of their respective Subsidiaries or affiliates (other than Kraft Foods Inc . and its Subsidiaries or affiliates) or any of its or their respective officers, directors, employees or agents in connection therewith, in each case whether or not an Indemnified Party
_____________
dt 884467
;
 ABN AMRO Bank
As referenced in this 364-Day Revolving Credit Agreement:
ABN AMRO BANK N.V.
– CHASE BANK
and
CITIBANK, N.A.
as Administrative Agents
and
CREDIT SUISSE FIRST BOSTON
and
DEUTSCHE BANK SECURITIES INC.
as Syndication Agents
and
ABN AMRO BANK N.V.
and
BNP PARIBAS
and
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
as Arrangers and Documentation Agents
* * * * * * * * * *
J.P. MORGAN SECURITIES
_____________
ABN AMRO BANK N.V., – an Administrative Agent), CREDIT SUISSE FIRST BOSTON and DEUTSCHE BANK SECURITIES INC., as syndication agents (each, in such capacity, a Syndication Agent) and ABN AMRO BANK N.V., BNP PARIBAS and DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as arrangers and documentation agents (each, in such capacity, an
_____________
ABN AMRO Bank N.V., – executed by Altria, JPMorgan Chase and Citibank, as Administrative Agents, Credit Suisse First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York and Grand Cayman Branches, as Arrangers and Documentation Agents, and JPMorgan Chase, as Administrative
_____________
ABN AMRO Bank N.V., – Syndication Agents and Arrangers and Documentation Agents. Credit Suisse First Boston and Deutsche Bank Securities Inc. have been designated as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York and Grand Cayman Branches, have been designated as Arrangers and Documentation Agents, under this
_____________
ABN AMRO Bank N.V., – Bank, as Administrative Agent, Citibank, N.A., as Administrative Agent, Credit Suisse First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York and Grand Cayman Branches, as Arrangers and Documentation Agents for the Lender and such
_____________
dt 638853
;
More... |
| Preview
Subscribers | 2004 |
364-Day Revolving Credit Agreement
364-Day Revolving Credit Agreement (238K)
Doc #442567: Click preview link for longer preview.
U.S.$2,500,000,000
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of July 13, 2004
Among
KRAFT FOODS INC.
and
THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
CITIBANK, N.A.
AS ADMINISTRATIVE . . .
442567
|
Altria Group
As referenced in this 364-Day Revolving Credit Agreement:
Altria Group, Inc – any Borrower's or Kraft's entering into this
Agreement, or to any actions or omissions of any Borrower or Kraft, any of their
respective Subsidiaries or affiliates (other than Altria Group, Inc . and its
non-Kraft Subsidiaries or affiliates) or any of its or their respective
officers, directors, employees or agents in connection therewith, in each case
whether or not an
_____________
dt 1484579
;
ABN AMRO Bank
As referenced in this 364-Day Revolving Credit Agreement:
ABN AMRO BANK N.V.
– THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
CITIBANK, N.A.
AS ADMINISTRATIVE AGENTS
and
CREDIT SUISSE FIRST BOSTON
and
DEUTSCHE BANK SECURITIES INC.
AS SYNDICATION AGENTS
and
ABN AMRO BANK N.V.
and
BNP PARIBAS
and
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
and
HSBC BANK USA
AS ARRANGERS AND DOCUMENTATION AGENTS
* * * * * * * * * *
J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL
_____________
ABN AMRO BANK N.V., – as administrative agents (each, in such capacity,
an "ADMINISTRATIVE AGENT"), CREDIT SUISSE FIRST BOSTON and DEUTSCHE BANK
SECURITIES INC., as syndication agents (each, in such capacity, a "SYNDICATION
AGENT") and ABN AMRO BANK N.V., BNP PARIBAS, DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES and HSBC BANK USA, as arrangers and documentation agents
(each, in such capacity, an "ARRANGER AND DOCUMENTATION AGENT")
_____________
ABN AMRO Bank N.V., – hereto.
(f) This Agreement shall have been executed by Kraft, JPMorgan Chase
and Citibank, as Administrative Agents, Credit Suisse First Boston and Deutsche
Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP
Paribas, Dresdner Bank AG, New York and Grand Cayman Branches and HSBC Bank USA,
as Arrangers and Documentation Agents, and JPMorgan Chase, as Administrative
Agent, shall have been
_____________
ABN AMRO Bank N.V., – Agent under this Agreement.
Section 7.07. SYNDICATION AGENTS AND ARRANGERS AND DOCUMENTATION
AGENTS. Credit Suisse First Boston and Deutsche Bank Securities Inc. have been
designated as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, Dresdner
Bank AG, New York and Grand Cayman Branches and HSBC Bank USA, have been
designated as Arrangers and Documentation Agents, under this Agreement, but the
use
_____________
ABN
AMRO Bank N.V., – certain other lenders parties thereto, JPMorgan Chase Bank, as
Administrative Agent, Citibank, N.A., as Administrative Agent, Credit Suisse
First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN
AMRO Bank N.V., BNP Paribas, Dresdner Bank AG, New York and Grand Cayman
Branches and HSBC Bank USA, as Arrangers and Documentation Agents for the Lender
and such other lenders (as amended
_____________
dt 1470906
;
Citibank
As referenced in this 364-Day Revolving Credit Agreement:
CITIBANK, N.A. – 2,500,000,000
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of July 13, 2004
Among
KRAFT FOODS INC.
and
THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
CITIBANK, N.A.
AS ADMINISTRATIVE AGENTS
and
CREDIT SUISSE FIRST BOSTON
and
DEUTSCHE BANK SECURITIES INC.
AS SYNDICATION AGENTS
and
ABN AMRO BANK N.V.
and
BNP PARIBAS
and
DRESDNER BANK AG,
_____________
CITIBANK, N.A. – FOODS INC., a Virginia corporation ("KRAFT"), the banks, financial
institutions and other institutional lenders (the "INITIAL LENDERS") listed on
the signature pages hereof, and JPMORGAN CHASE BANK ("JPMORGAN CHASE") and
CITIBANK, N.A. ("CITIBANK"), as administrative agents (each, in such capacity,
an "ADMINISTRATIVE AGENT"), CREDIT SUISSE FIRST BOSTON and DEUTSCHE BANK
SECURITIES INC., as syndication agents (each, in such capacity, a "SYNDICATION
_____________
Citibank, N.A. – the 364-Day
Revolving Credit Agreement, dated as of July 13, 2004 among Kraft Foods Inc.,
the Lender and certain other lenders parties thereto, JPMorgan Chase Bank, as
Administrative Agent, Citibank, N.A. , as Administrative Agent, Credit Suisse
First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN
AMRO Bank N.V., BNP Paribas, Dresdner Bank AG, New York and
_____________
Citibank,
N.A. – the 364-Day Revolving Credit Agreement,
dated as of July 13, 2004 among Kraft Foods Inc., the Lender and certain other
lenders parties thereto, JPMorgan Chase Bank, as Administrative Agent, Citibank,
N.A. , as Administrative Agent, Credit Suisse First Boston and Deutsche Bank
Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas,
Dresdner Bank AG, New York and
_____________
Citibank, N.A. – to time, the "CREDIT
AGREEMENT," the terms defined therein being used herein as therein defined),
among Kraft Foods Inc., the Lenders parties thereto and JPMorgan Chase Bank, as
Administrative Agent, Citibank, N.A. , as Administrative Agent, Credit Suisse
First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN
AMRO Bank N.V., BNP Paribas, Dresdner Bank AG, New York and
_____________
dt 1478543
;
|
Kraft Foods
As referenced in this 364-Day Revolving Credit Agreement:
KRAFT FOODS INC – txt
{DESCRIPTION}EXHIBIT 10.15
{TEXT}
{Page}
Exhibit 10.15
EXECUTION COPY
U.S.$2,500,000,000
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of July 13, 2004
Among
KRAFT FOODS INC .
and
THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
CITIBANK, N.A.
AS ADMINISTRATIVE AGENTS
and
CREDIT SUISSE FIRST BOSTON
and
DEUTSCHE BANK SECURITIES INC.
AS SYNDICATION
_____________
KRAFT FOODS INC – Opinion of Counsel for JPMorgan Chase, as Adminstrative Agent
Exhibit H - Form of New Lender Supplement
{/Table}
iii
{Page}
364-DAY REVOLVING CREDIT AGREEMENT
DATED AS OF JULY 13, 2004
KRAFT FOODS INC ., a Virginia corporation ("KRAFT"), the banks, financial
institutions and other institutional lenders (the "INITIAL LENDERS") listed on
the signature pages hereof, and JPMORGAN CHASE BANK ("JPMORGAN CHASE") and
CITIBANK,
_____________
Kraft Foods Inc – a) ADDRESSES. All notices and other
communications provided for hereunder shall be in writing (including telecopier
communication) and mailed, telecopied, or delivered, as follows:
if to any Borrower:
c/o Kraft Foods Inc .
Three Lakes Drive
Northfield, Illinois 60093
Attention: Executive Vice President and Chief Financial Officer
Fax number: (847) 646-7759;
with a copy to:
Altria Corporate Services, Inc.
120 Park
_____________
Kraft Foods Inc – copy to:
Altria Corporate Services, Inc.
120 Park Avenue
New York, New York 10017
{Page}
Attention: Treasury Department - Debt Administration
Fax number: (917) 663-5310;
if to Kraft, as guarantor:
Kraft Foods Inc .
Three Lakes Drive
Northfield, Illinois 60093
Attention: Secretary
Fax number: (847) 646-2950;
if to any Initial Lender, at its Domestic Lending Office specified
opposite its name on Schedule
_____________
Kraft Foods Inc – Rata Advances outstanding on the
Termination Date(1) made by the Lender to the Borrower pursuant to the 364-Day
Revolving Credit Agreement, dated as of July 13, 2004 among Kraft Foods Inc .,
the Lender and certain other lenders parties thereto, JPMorgan Chase Bank, as
Administrative Agent, Citibank, N.A., as Administrative Agent, Credit Suisse
First Boston and Deutsche Bank Securities Inc.,
_____________
dt 1410328
;
ABN AMRO Bank
As referenced in this 364-Day Revolving Credit Agreement:
ABN AMRO BANK N.V.
– THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
CITIBANK, N.A.
AS ADMINISTRATIVE AGENTS
and
CREDIT SUISSE FIRST BOSTON
and
DEUTSCHE BANK SECURITIES INC.
AS SYNDICATION AGENTS
and
ABN AMRO BANK N.V.
and
BNP PARIBAS
and
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
and
HSBC BANK USA
AS ARRANGERS AND DOCUMENTATION AGENTS
* * * * * * * * * *
J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL
_____________
ABN AMRO BANK N.V., – as administrative agents (each, in such capacity,
an "ADMINISTRATIVE AGENT"), CREDIT SUISSE FIRST BOSTON and DEUTSCHE BANK
SECURITIES INC., as syndication agents (each, in such capacity, a "SYNDICATION
AGENT") and ABN AMRO BANK N.V., BNP PARIBAS, DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES and HSBC BANK USA, as arrangers and documentation agents
(each, in such capacity, an "ARRANGER AND DOCUMENTATION AGENT")
_____________
ABN AMRO Bank N.V., – hereto.
(f) This Agreement shall have been executed by Kraft, JPMorgan Chase
and Citibank, as Administrative Agents, Credit Suisse First Boston and Deutsche
Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP
Paribas, Dresdner Bank AG, New York and Grand Cayman Branches and HSBC Bank USA,
as Arrangers and Documentation Agents, and JPMorgan Chase, as Administrative
Agent, shall have been
_____________
ABN AMRO Bank N.V., – Agent under this Agreement.
Section 7.07. SYNDICATION AGENTS AND ARRANGERS AND DOCUMENTATION
AGENTS. Credit Suisse First Boston and Deutsche Bank Securities Inc. have been
designated as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, Dresdner
Bank AG, New York and Grand Cayman Branches and HSBC Bank USA, have been
designated as Arrangers and Documentation Agents, under this Agreement, but the
use
_____________
ABN
AMRO Bank N.V., – certain other lenders parties thereto, JPMorgan Chase Bank, as
Administrative Agent, Citibank, N.A., as Administrative Agent, Credit Suisse
First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN
AMRO Bank N.V., BNP Paribas, Dresdner Bank AG, New York and Grand Cayman
Branches and HSBC Bank USA, as Arrangers and Documentation Agents for the Lender
and such other lenders (as amended
_____________
dt 1470906
;
More... |
| Preview
Subscribers | 2003 |
364-Day Revolving Credit Agreement
364-Day Revolving Credit Agreement (213K)
Doc #442651: Click preview link for longer preview.
U.S.$2,500,000,000
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of July 14, 2003
Among
KRAFT FOODS INC.
and
THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
CITIBANK, N.A.
as Administrative Agents
and
CREDIT SUISSE FIRST BOSTON
and
DEUTSCHE BANK SECURITIES INC.
as Syndication Agents
and
ABN AMRO BANK N.V.
and
BNP PARIBAS
and
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
as Arrangers and Documentation Agents
* * * * * * * * * *
J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC.,
CREDIT SUISSE . . .
442651
|
Altria Group
As referenced in this 364-Day Revolving Credit Agreement:
Altria Group, Inc – any Borrower's or Kraft's entering into this Agreement, or to any actions or omissions of any Borrower or Kraft, any of their respective Subsidiaries or affiliates (other than Altria Group, Inc . and its non-Kraft Subsidiaries or affiliates) or any of its or their respective officers, directors, employees or agents in connection therewith, in each case whether or not an
_____________
dt 1484580
;
ABN AMRO Bank
As referenced in this 364-Day Revolving Credit Agreement:
ABN AMRO BANK N.V. – THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
CITIBANK, N.A.
as Administrative Agents
and
CREDIT SUISSE FIRST BOSTON
and
DEUTSCHE BANK SECURITIES INC.
as Syndication Agents
and
ABN AMRO BANK N.V.
and
BNP PARIBAS
and
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
as Arrangers and Documentation Agents
* * * * * * * * * *
J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC.,
CREDIT SUISSE
_____________
ABN AMRO BANK N.V., – as administrative agents (each, in such capacity, an "Administrative Agent"), CREDIT SUISSE FIRST BOSTON and DEUTSCHE BANK SECURITIES INC., as syndication agents (each, in such capacity, a "Syndication Agent") and ABN AMRO BANK N.V., BNP PARIBAS and DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as arrangers and documentation agents (each, in such capacity, an "Arranger and Documentation Agent") for the Lenders (
_____________
ABN AMRO Bank N.V., – hereto.
(f) This Agreement shall have been executed by Kraft, JPMorgan Chase and Citibank, as Administrative Agents, Credit Suisse First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York and Grand Cayman Branches, as Arrangers and Documentation Agents, and JPMorgan Chase, as Administrative Agent, shall have been notified by each
_____________
ABN AMRO Bank N.V., – Agent under this Agreement.
Section 7.07. Syndication Agents and Arrangers and Documentation Agents. Credit Suisse First Boston and Deutsche Bank Securities Inc. have been designated as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York and Grand Cayman Branches, have been designated as Arrangers and Documentation Agents, under this Agreement, but the use of such titles
_____________
ABN AMRO Bank N.V., – certain other lenders parties thereto, JPMorgan Chase Bank, as Administrative Agent, Citibank, N.A., as Administrative Agent, Credit Suisse First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York and Grand Cayman Branches, as Arrangers and Documentation Agents for the Lender and such other lenders (as amended or modified from
_____________
dt 1470907
;
Citibank
As referenced in this 364-Day Revolving Credit Agreement:
CITIBANK, N.A. – 2,500,000,000
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of July 14, 2003
Among
KRAFT FOODS INC.
and
THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
CITIBANK, N.A.
as Administrative Agents
and
CREDIT SUISSE FIRST BOSTON
and
DEUTSCHE BANK SECURITIES INC.
as Syndication Agents
and
ABN AMRO BANK N.V.
and
BNP PARIBAS
and
DRESDNER BANK AG,
_____________
CITIBANK, N.A. – FOODS INC., a Virginia corporation ("Kraft"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, and JPMORGAN CHASE BANK ("JPMorgan Chase") and CITIBANK, N.A. ("Citibank"), as administrative agents (each, in such capacity, an "Administrative Agent"), CREDIT SUISSE FIRST BOSTON and DEUTSCHE BANK SECURITIES INC., as syndication agents (each, in such capacity, a "Syndication
_____________
Citibank, N.A. – the 364-Day Revolving Credit Agreement, dated as of July 14, 2003 among Kraft Foods Inc., the Lender and certain other lenders parties thereto, JPMorgan Chase Bank, as Administrative Agent, Citibank, N.A. , as Administrative Agent, Credit Suisse First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York
_____________
Citibank, N.A. – the 364-Day Revolving Credit Agreement, dated as of July 14, 2003 among Kraft Foods Inc., the Lender and certain other lenders parties thereto, JPMorgan Chase Bank, as Administrative Agent, Citibank, N.A. , as Administrative Agent, Credit Suisse First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York
_____________
Citibank, N.A. – to time, the "Credit Agreement," the terms defined therein being used herein as therein defined), among Kraft Foods Inc., the Lenders parties thereto and JPMorgan Chase Bank, as Administrative Agent, Citibank, N.A. , as Administrative Agent, Credit Suisse First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York
_____________
dt 1478544
;
|
Kraft Foods
As referenced in this 364-Day Revolving Credit Agreement:
KRAFT FOODS INC – QuickLinks -- Click here to rapidly navigate through this document
EXHIBIT 99.1
U.S.$2,500,000,000
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of July 14, 2003
Among
KRAFT FOODS INC .
and
THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
CITIBANK, N.A.
as Administrative Agents
and
CREDIT SUISSE FIRST BOSTON
and
DEUTSCHE BANK SECURITIES INC.
as Syndication
_____________
KRAFT FOODS INC – Form of Opinion of Counsel for JPMorgan Chase, as Adminstrative Agent
Exhibit H
Form of New Lender Supplement
iii
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of July 14, 2003
KRAFT FOODS INC ., a Virginia corporation ("Kraft"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on the signature pages hereof, and JPMORGAN CHASE BANK ("JPMorgan Chase") and CITIBANK,
_____________
Kraft Foods Inc – Addresses. All notices and other communications provided for hereunder shall be in writing (including telecopier communication) and mailed, telecopied, or delivered, as follows:
39
if to any Borrower:
c/o Kraft Foods Inc .
Three Lakes Drive
Northfield, Illinois 60093
Attention: Senior Vice President and Chief Financial Officer
Fax number: (847) 646-7759;
with a copy to:
Altria Corporate Services, Inc.
120 Park
_____________
Kraft Foods Inc – with a copy to:
Altria Corporate Services, Inc.
120 Park Avenue
New York, New York 10017
Attention: Treasury DepartmentDebt Administration
Fax number: (917) 663-5310;
if to Kraft, as guarantor:
Kraft Foods Inc .
Three Lakes Drive
Northfield, Illinois 60093
Attention: Secretary
Fax number: (847) 646-2950;
if to any Initial Lender, at its Domestic Lending Office specified opposite its name on Schedule
_____________
Kraft Foods Inc – Pro Rata Advances outstanding on the Termination Date made by the Lender to the Borrower pursuant to the 364-Day Revolving Credit Agreement, dated as of July 14, 2003 among Kraft Foods Inc ., the Lender and certain other lenders parties thereto, JPMorgan Chase Bank, as Administrative Agent, Citibank, N.A., as Administrative Agent, Credit Suisse First Boston and Deutsche Bank Securities Inc.,
_____________
dt 1410330
;
ABN AMRO Bank
As referenced in this 364-Day Revolving Credit Agreement:
ABN AMRO BANK N.V. – THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK
and
CITIBANK, N.A.
as Administrative Agents
and
CREDIT SUISSE FIRST BOSTON
and
DEUTSCHE BANK SECURITIES INC.
as Syndication Agents
and
ABN AMRO BANK N.V.
and
BNP PARIBAS
and
DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
as Arrangers and Documentation Agents
* * * * * * * * * *
J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC.,
CREDIT SUISSE
_____________
ABN AMRO BANK N.V., – as administrative agents (each, in such capacity, an "Administrative Agent"), CREDIT SUISSE FIRST BOSTON and DEUTSCHE BANK SECURITIES INC., as syndication agents (each, in such capacity, a "Syndication Agent") and ABN AMRO BANK N.V., BNP PARIBAS and DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as arrangers and documentation agents (each, in such capacity, an "Arranger and Documentation Agent") for the Lenders (
_____________
ABN AMRO Bank N.V., – hereto.
(f) This Agreement shall have been executed by Kraft, JPMorgan Chase and Citibank, as Administrative Agents, Credit Suisse First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York and Grand Cayman Branches, as Arrangers and Documentation Agents, and JPMorgan Chase, as Administrative Agent, shall have been notified by each
_____________
ABN AMRO Bank N.V., – Agent under this Agreement.
Section 7.07. Syndication Agents and Arrangers and Documentation Agents. Credit Suisse First Boston and Deutsche Bank Securities Inc. have been designated as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York and Grand Cayman Branches, have been designated as Arrangers and Documentation Agents, under this Agreement, but the use of such titles
_____________
ABN AMRO Bank N.V., – certain other lenders parties thereto, JPMorgan Chase Bank, as Administrative Agent, Citibank, N.A., as Administrative Agent, Credit Suisse First Boston and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas and Dresdner Bank AG, New York and Grand Cayman Branches, as Arrangers and Documentation Agents for the Lender and such other lenders (as amended or modified from
_____________
dt 1470907
;
More... |
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Subscribers | 2006 |
364-Day Revolving Credit Agreement
364-Day Revolving Credit Agreement (212K)
Doc #1031162: Click preview link for longer preview.
U.S.$1,000,000,000
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of March 31, 2006
Among
ALTRIA GROUP, INC.
and
THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK, N.A.
and
CITIBANK, N.A.
as Administrative Agents
and
CREDIT SUISSE SECURITIES (USA) LLC
and
DEUTSCHE BANK SECURITIES INC.
as Syndication Agents
and
ABN AMRO BANK N.V.
and
BNP PARIBAS
and
HSBC BANK USA, NATIONAL ASSOCIATION
and
UBS LOAN FINANCE LLC
as Arrangers and Documentation Agents
* * * * * * * * * *
J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC., . . .
1031162
|
Altria Group
As referenced in this 364-Day Revolving Credit Agreement:
ALTRIA GROUP, INC – 1 2 y19389exv10w1.htm EX-10.1: REVOLVING CREDIT AGREEMENT
Execution Copy
U.S.$1,000,000,000
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of March 31, 2006
Among
ALTRIA GROUP, INC .
and
THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK, N.A.
and
CITIBANK, N.A.
as Administrative Agents
and
CREDIT SUISSE SECURITIES (USA) LLC
and
DEUTSCHE BANK SECURITIES
_____________
ALTRIA GROUP, INC – of Counsel for Designated Subsidiary
Exhibit G
-
Form of Opinion of Counsel for JPMorgan Chase, as Adminstrative Agent
iii
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of March 31, 2006
ALTRIA GROUP, INC ., a Virginia corporation (Altria), the banks, financial institutions and other institutional lenders (the Initial Lenders) listed on the signature pages hereof, and JPMORGAN CHASE BANK, N.A. (JPMorgan Chase)
_____________
Altria Group, Inc – a) Addresses. All notices and other communications provided for hereunder shall be in writing (including telecopier communication) and mailed, telecopied, or delivered, as follows:
if to any Borrower:
c/o Altria Group, Inc .
120 Park Avenue
New York, New York 10017
Attention: Vice President and Treasurer
Fax number: (917) 663-5067;
with a copy to:
Altria Corporate Services, Inc.
120 Park Avenue
_____________
Altria Group, Inc – a copy to:
Altria Corporate Services, Inc.
120 Park Avenue
New York, New York 10017
Attention: Treasury Department Debt Administration
Fax number: (917) 663-5345;
if to Altria, as guarantor:
Altria Group, Inc .
120 Park Avenue
New York, New York 10017
Attention: Secretary
Fax number: (917) 663-5372;
if to any Initial Lender, at its Domestic Lending Office specified opposite its name
_____________
Altria Group, Inc – Pro Rata Advances outstanding on the Termination Date made by the Lender to the Borrower pursuant to the 364-Day Revolving Credit Agreement, dated as of March 31, 2006 among Altria Group, Inc ., [certain other Borrowers party thereto,] the Lender and certain other lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Administrative Agent, Credit Suisse
_____________
dt 1484581
;
ABN AMRO Bank
As referenced in this 364-Day Revolving Credit Agreement:
ABN AMRO BANK N.V. – NAMED HEREIN
and
JPMORGAN CHASE BANK, N.A.
and
CITIBANK, N.A.
as Administrative Agents
and
CREDIT SUISSE SECURITIES (USA) LLC
and
DEUTSCHE BANK SECURITIES INC.
as Syndication Agents
and
ABN AMRO BANK N.V.
and
BNP PARIBAS
and
HSBC BANK USA, NATIONAL ASSOCIATION
and
UBS LOAN FINANCE LLC
as Arrangers and Documentation Agents
* * * * * * * * * *
J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC.,
CREDIT
_____________
ABN AMRO BANK N.V., – administrative agents (each, in such capacity, an Administrative Agent), CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES INC., as syndication agents (each, in such capacity, a Syndication Agent) and ABN AMRO BANK N.V., BNP PARIBAS, HSBC BANK USA, NATIONAL ASSOCIATION and UBS LOAN FINANCE LLC, as arrangers and documentation agents (each, in such capacity, an Arranger and Documentation Agent) for the Lenders (
_____________
ABN AMRO Bank N.V., – f) This Agreement shall have been executed by Altria, JPMorgan Chase and Citibank, as Administrative Agents, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Loan Finance LLC, as Arrangers and Documentation Agents, and JPMorgan Chase, as Administrative Agent, shall have been notified by each
_____________
ABN AMRO Bank N.V., – under this Agreement.
Section 7.07. Syndication Agents and Arrangers and Documentation Agents. Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. have been designated as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Loan Finance LLC have been designated as Arrangers and Documentation
38
Agents, under this Agreement, but the use of such
_____________
ABN AMRO Bank N.V., – party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Administrative Agent, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Loan Finance LLC, as Arrangers and Documentation Agents for the Lender and such other lenders (as amended or modified from
_____________
dt 1471052
;
Citibank
As referenced in this 364-Day Revolving Credit Agreement:
CITIBANK, N.A. – 000,000
364-DAY REVOLVING CREDIT AGREEMENT
Dated as of March 31, 2006
Among
ALTRIA GROUP, INC.
and
THE INITIAL LENDERS NAMED HEREIN
and
JPMORGAN CHASE BANK, N.A.
and
CITIBANK, N.A.
as Administrative Agents
and
CREDIT SUISSE SECURITIES (USA) LLC
and
DEUTSCHE BANK SECURITIES INC.
as Syndication Agents
and
ABN AMRO BANK N.V.
and
BNP PARIBAS
and
HSBC BANK
_____________
CITIBANK, N.A. – a Virginia corporation (Altria), the banks, financial institutions and other institutional lenders (the Initial Lenders) listed on the signature pages hereof, and JPMORGAN CHASE BANK, N.A. (JPMorgan Chase) and CITIBANK, N.A. (Citibank), as administrative agents (each, in such capacity, an Administrative Agent), CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES INC., as syndication agents (each, in such capacity, a
_____________
Citibank, N.A. – as of March 31, 2006 among Altria Group, Inc., [certain other Borrowers party thereto,] the Lender and certain other lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. , as Administrative Agent, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association
_____________
Citibank, N.A. – as of March 31, 2006 among Altria Group, Inc., [certain other Borrowers party thereto,] the Lender and certain other lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. , as Administrative Agent, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association
_____________
Citibank, N.A. – defined therein being used herein as therein defined), among Altria Group, Inc., [certain other Borrowers party thereto,] the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. , as Administrative Agent, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association
_____________
dt 1479104
;
|
Kraft Foods
As referenced in this 364-Day Revolving Credit Agreement:
Kraft Foods Inc – Tangible Assets means the total assets appearing on a consolidated balance sheet of Altria and its Subsidiaries (as reduced by the total assets appearing on the consolidated balance sheet of Kraft Foods Inc . and its Subsidiaries), less goodwill and other intangible assets and the minority interests of other Persons in such Subsidiaries (as reduced by the goodwill and other intangible assets of
_____________
Kraft Foods Inc – Inc. and its Subsidiaries), less goodwill and other intangible assets and the minority interests of other Persons in such Subsidiaries (as reduced by the goodwill and other intangible assets of Kraft Foods Inc . and its Subsidiaries and the minority interests of other Persons in such Subsidiaries), all as determined in accordance with accounting principles generally accepted in the United States, except that
_____________
Kraft Foods Inc – Pro Rata Advance that bears interest as provided in Section 2.04(a)(ii).
Lien has the meaning specified in Section 5.02(a).
Major Subsidiary means any Subsidiary (except Kraft Foods Inc . and any of its Subsidiaries) (a) more than 50% of the voting securities of which is owned directly or indirectly by Altria, (b) which is organized and existing under,
_____________
Kraft Foods Inc – related to any Borrowers or Altrias entering into this Agreement, or to any actions or omissions of any Borrower or Altria, any of their respective Subsidiaries or affiliates (other than Kraft Foods Inc . and its Subsidiaries or affiliates) or any of its or their respective officers, directors, employees or agents in connection therewith, in each case whether or not an Indemnified Party
_____________
dt 1410357
;
ABN AMRO Bank
As referenced in this 364-Day Revolving Credit Agreement:
ABN AMRO BANK N.V. – NAMED HEREIN
and
JPMORGAN CHASE BANK, N.A.
and
CITIBANK, N.A.
as Administrative Agents
and
CREDIT SUISSE SECURITIES (USA) LLC
and
DEUTSCHE BANK SECURITIES INC.
as Syndication Agents
and
ABN AMRO BANK N.V.
and
BNP PARIBAS
and
HSBC BANK USA, NATIONAL ASSOCIATION
and
UBS LOAN FINANCE LLC
as Arrangers and Documentation Agents
* * * * * * * * * *
J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC.,
CREDIT
_____________
ABN AMRO BANK N.V., – administrative agents (each, in such capacity, an Administrative Agent), CREDIT SUISSE SECURITIES (USA) LLC and DEUTSCHE BANK SECURITIES INC., as syndication agents (each, in such capacity, a Syndication Agent) and ABN AMRO BANK N.V., BNP PARIBAS, HSBC BANK USA, NATIONAL ASSOCIATION and UBS LOAN FINANCE LLC, as arrangers and documentation agents (each, in such capacity, an Arranger and Documentation Agent) for the Lenders (
_____________
ABN AMRO Bank N.V., – f) This Agreement shall have been executed by Altria, JPMorgan Chase and Citibank, as Administrative Agents, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Loan Finance LLC, as Arrangers and Documentation Agents, and JPMorgan Chase, as Administrative Agent, shall have been notified by each
_____________
ABN AMRO Bank N.V., – under this Agreement.
Section 7.07. Syndication Agents and Arrangers and Documentation Agents. Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. have been designated as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Loan Finance LLC have been designated as Arrangers and Documentation
38
Agents, under this Agreement, but the use of such
_____________
ABN AMRO Bank N.V., – party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Administrative Agent, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as Syndication Agents, and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Loan Finance LLC, as Arrangers and Documentation Agents for the Lender and such other lenders (as amended or modified from
_____________
dt 1471052
;
More... |
| Preview
Subscribers | 2002 |
Agreement
Agreement (10K)
Doc #318607: Click preview link for longer preview.
AGREEMENT
AGREEMENT made this 31st day of January, 2002, between Philip
Morris Companies Inc., a corporation organized and existing under the laws of
the Commonwealth of Virginia, hereinafter called the "Company," and Geoffrey C.
Bible, hereinafter called "Consultant."
WHEREAS, Consultant has been employed by the Company or its
affiliates continuously since 1976 and has served the Company as President and
Chief Executive Officer since June 1994 and Chairman and Chief Executive Officer
since February 1995 and has contributed significantly to the Company's success;
and
WHEREAS, the Company desires that Consultant continue to make
himself available following his retirement to consult with the Company and his
successor on various issues;
NOW, THEREFORE, in consideration of Consultant's significant
contributions to the success of the Company and the other agreements contained
herein, the parties hereto agree as follows:
1. For the five-year period commencing with the date of Consultant's
retirement from the Company (the "term hereof"), Consultant shall, at
all reasonable times and insofar as his physical condition may permit,
make himself available to the Company to consult with and advise its
officers, directors and other representatives in connection with such
matters as the then chief executive officer of the Company shall
require. The Company will reimburse Consultant for his reasonable
out-of-pocket expenses incurred in providing such services.
2. For so long as Consultant shall maintain a residence within reasonable
commuting distance of Greenwich, Connecticut, the Company shall provide
Consultant at Company expense with an office at the location specified
in Exhibit A or another comparable office in the Greenwich, Connecticut
area, together with secretarial service and office furniture, supplies
and equipment, including two phone lines, telephones and a fax machine,
comparable to that to which he is currently accustomed. If Consultant
shall cease to maintain a residence within reasonable commuting
distance of Greenwich, Connecticut, the Company shall no longer be
required to maintain such office, but in lieu thereof shall provide
Consultant, if Consultant so requests, with a comparable office and
318607
| | |
| Preview
Subscribers | 2000 |
Agreement and Plan of Merger
Agreement and Plan of Merger (141K)
Doc #318639: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
June 25, 2000
among
NABISCO HOLDINGS CORP.,
PHILIP MORRIS COMPANIES INC.,
and
STRIKE ACQUISITION CORP.
{PAGE}
TABLE OF CONTENTS
PAGE
----
ARTICLE 1
DEFINITIONS
SECTION 1.01. DEFINITIONS................................................1
ARTICLE 2
THE MERGER
SECTION 2.01. THE MERGER.................................................5
SECTION 2.02. CONVERSION OF SHARES.......................................6
SECTION 2.03. SURRENDER AND PAYMENT......................................6
SECTION 2.04. DISSENTING SHARES..........................................7
SECTION 2.05. STOCK OPTIONS..............................................8
SECTION 2.06. ADJUSTMENTS................................................8
SECTION 2.07. WITHHOLDING RIGHTS.........................................8
SECTION 2.08. LOST CERTIFICATES..........................................9
ARTICLE 3
THE SURVIVING CORPORATION
SECTION 3.01. CERTIFICATE OF INCORPORATION...............................9
SECTION 3.02. BYLAWS.....................................................9
SECTION 3.03. DIRECTORS AND OFFICERS.....................................9
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
SECTION 4.01. CORPORATE EXISTENCE AND POWER..............................9
SECTION 4.02. CORPORATE AUTHORIZATION...................................10
SECTION 4.03. GOVERNMENTAL AUTHORIZATION................................10
SECTION 4.04. NON-CONTRAVENTION.........................................10
SECTION 4.05. CAPITALIZATION............................................11
SECTION 4.06. SUBSIDIARIES..............................................11
SECTION 4.07. SEC FILINGS...............................................12
SECTION 4.08. FINANCIAL STATEMENTS......................................13
SECTION 4.09. DISCLOSURE DOCUMENTS......................................13
SECTION 4.10. ABSENCE OF CERTAIN CHANGES................................13
SECTION 4.11. NO UNDISCLOSED LIABILITIES................................15
SECTION 4.12. COMPLIANCE WITH LAWS AND COURT ORDERS.....................15
SECTION 4.13. LITIGATION................................................16
SECTION 4.14. FINDERS' FEES.............................................16
SECTION 4.15. OPINION OF FINANCIAL ADVISORS.............................16
SECTION 4.16. TAXES.....................................................16
SECTION 4.17. EMPLOYEE BENEFIT PLANS....................................17
SECTION 4.18. ENVIRONMENTAL MATTERS.....................................20
SECTION 4.19. INTELLECTUAL PROPERTY.....................................21
SECTION 4.20. ANTITAKEOVER STATUTE......................................21
SECTION 4.21. REAL PROPERTY.............................................21
SECTION 4.22. CONTRACTS; JOINT VENTURES.................................21
SECTION 4.23. INDEBTEDNESS..............................................22
i
{PAGE}
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF PARENT
SECTION 5.01. CORPORATE EXISTENCE AND POWER.............................22
SECTION 5.02. CORPORATE AUTHORIZATION...................................23
SECTION 5.03. GOVERNMENTAL AUTHORIZATION................................23
SECTION 5.04. NON-CONTRAVENTION.........................................23
SECTION 5.05. DISCLOSURE DOCUMENTS......................................23
SECTION 5.06. FINDERS' FEES.............................................24
SECTION 5.07. FINANCING.................................................24
ARTICLE 6
COVENANTS OF THE COMPANY
SECTION 6.01. CONDUCT OF THE COMPANY....................................24
SECTION 6.02. STOCKHOLDER ACTION BY WRITTEN CONSENT; INFORMATION
MATERIAL..................................................27
SECTION 6.03. ACCESS TO INFORMATION.....................................28
SECTION 6.04. NO SOLICITATION; OTHER OFFERS.............................28
SECTION 6.05. THIRD PARTY STANDSTILL AGREEMENTS.........................29
ARTICLE 7
COVENANTS OF PARENT
SECTION 7.01. CONFIDENTIALITY...........................................30
SECTION 7.02. OBLIGATIONS OF MERGER SUBSIDIARY..........................30
SECTION 7.03. DIRECTOR AND OFFICER LIABILITY............................30
SECTION 7.04. EMPLOYEE MATTERS..........................................31
ARTICLE 8
COVENANTS OF PARENT AND THE COMPANY
SECTION 8.01. REASONABLE BEST EFFORTS...................................33
SECTION 8.02. CERTAIN FILINGS...........................................33
SECTION 8.03. PUBLIC ANNOUNCEMENTS......................................33
SECTION 8.04. FURTHER ASSURANCES........................................33
SECTION 8.05. NOTICES OF CERTAIN EVENTS.................................34
ARTICLE 9
CONDITIONS TO THE MERGER
SECTION 9.01. CONDITIONS TO OBLIGATIONS OF EACH PARTY...................34
SECTION 9.02. CONDITIONS TO THE OBLIGATIONS OF PARENT AND MERGER
SUBSIDIARY................................................35
SECTION 9.03. CONDITIONS TO THE OBLIGATIONS OF THE COMPANY..............35
ARTICLE 10
TERMINATION
SECTION 10.01. TERMINATION..............................................36
SECTION 10.02. EFFECT OF TERMINATION....................................38
ARTICLE 11
MISCELLANEOUS
SECTION 11.01. NOTICES..................................................38
SECTION 11.02. NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES...........39
SECTION 11.03. AMENDMENTS; NO WAIVERS...................................40
SECTION 11.04. EXPENSES.................................................40
SECTION 11.05. SUCCESSORS AND ASSIGNS...................................41
SECTION 11.06. GOVERNING LAW............................................41
SECTION 11.07. JURISDICTION.............................................41
SECTION 11.08. WAIVER OF JURY TRIAL.....................................42
SECTION 11.09. COUNTERPARTS; EFFECTIVENESS; BENEFIT.....................42
SECTION 11.10. ENTIRE AGREEMENT.........................................42
SECTION 11.11. CAPTIONS.................................................42
SECTION 11.12. SEVERABILITY.............................................42
SECTION 11.13. SPECIFIC PERFORMANCE.....................................42
ii
{PAGE}
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of June 25, 2000, among Nabisco
Holdings Corp., a Delaware corporation (the "Company"), Philip Morris Companies
Inc., a Virginia corporation ("Parent"), and Strike Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of Parent ("Merger
Subsidiary").
WHEREAS, the respective Boards of Directors of Parent, Merger Subsidiary
and the Company have approved this Agreement, and deem it advisable and in the
best interests of their respective stockholders to consummate the merger of
Merger Subsidiary with and into the Company on the terms and conditions set
forth herein; and
WHEREAS, as a condition and inducement to Parent entering this Agreement,
concurrently with the execution and delivery of this Agreement, Parent and
Nabisco Group Holdings Corp., a Delaware corporation ("NGH"), a significant
stockholder of the Company, are entering into a voting and indemnity agreement
(the "NGH Voting Agreement") pursuant to which, among other things, NGH has
agreed to vote its Shares in favor of the above-described merger, subject to
approval by NGH's stockholders.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions. (a) The following terms, as used herein, have
the following meanings:
"Affiliate" means, with respect to any Person, any other Person directly
or indirectly controlling, controlled by or under common control with such
Person.
"Benefit Arrangement" means any employment, severance or similar contract,
plan, policy, fund or arrangement (whether or not written) providing for
compensation, bonus, profit-sharing, stock option, or other stock-related rights
or other forms of incentive or deferred compensation, perquisites, vacation
benefits, insurance coverage (including any self-insured arrangements), health
or medical benefits, disability benefits, worker's compensation, supplemental
unemployment benefits, severance benefits and post-employment or retirement
benefits (including compensation, pension, health, medical or life insurance or
other benefits) that (i) is not an Employee Plan, (ii) is entered into,
maintained, administered or contributed to,
1
{PAGE}
as the case may be, by the Company or any of its Affiliates and (iii) covers any
employee or former employee of the Company or any of its Subsidiaries employed
in the United States.
"Business Day" means a day other than Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law
to close.
"Class A Shares" means the shares of Class A common stock, $0.01 par
value, of the Company.
"Class B Shares" means the shares of Class B common stock, $0.01 par
value, of the Company.
"Code" means the Internal Revenue Code of 1986.
"Company Balance Sheet" means the consolidated balance sheet of the
Company as of December 31, 1999 and the footnotes thereto set forth in the
Company 10-K.
"Company Intellectual Property Rights" means all material Intellectual
Property Rights owned or licensed and used or held for use by the Company or any
of its Subsidiaries.
"Company 10-K" means the Company's annual report on Form 10-K for the
fiscal year ended December 31, 1999.
"Controlled Group Liability" means any and all liabilities (i) under Title
IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971
of the Code, (iv) as a result of a failure to comply with the continuation
coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the
Code and (v) under corresponding or similar provisions of foreign laws or
regulations, other than such liabilities that arise solely out of, or relate
solely to, the Employee Plans, Benefit Arrangements and International Plans
listed in the Company Disclosure Schedule.
"Delaware Law" means the General Corporation Law of the State of Delaware.
"Employee Arrangement" means any Benefit Arrangement, Employee Plan or
International Plan.
"Employee Plan" means any "employee benefit plan", as defined in Section
3(3) of ERISA, that (i) is subject to any provision of ERISA, (ii) is
maintained, administered or contributed to by the Company or any of its
Affiliates and (iii) covers any employee or former employee of the Company or
any of its Subsidiaries.
"Environmental Laws" means any federal, state, local or foreign law,
regulation, rule, order or decree, in each case as in effect on the date hereof,
that has as its principal purpose the protection of the environment or the
effect of the environment on human health and safety.
"Environmental Permits" means all permits, licenses, certificates or
approvals
2
{PAGE}
necessary for the operation of the Company or any of its Subsidiaries as
currently conducted to comply with all applicable Environmental Laws.
"ERISA" means the Employee Retirement Income Security Act of 1974.
318639
|
Bear, Stearns
As referenced in this Agreement and Plan of Merger:
Bear, Stearns & Co. – or
materially delay the consummation of the Merger.
SECTION 4.14. Finders' Fees. Except for UBS Warburg LLC, Morgan Stanley &
Co. Incorporated and Bear, Stearns & Co. Inc., copies of whose engagement
agreements have been provided to Parent, there is no investment banker, broker,
finder or other intermediary that
_____________
Bear, Stearns &
Co. – Affiliates in connection with
the transactions contemplated by this Agreement. The fees, commissions and
expenses of UBS Warburg, LLC, Morgan Stanley & Co. Incorporated, Bear, Stearns &
Co. Inc., Davis Polk & Wardwell, Deloitte & Touche LLP and any other advisors
retained by the Company or NGH in connection with the transactions
_____________
dt 640233
;
UBS Warburg
As referenced in this Agreement and Plan of Merger:
UBS Warburg LLC – Material Adverse Effect on the Company or prevent or
materially delay the consummation of the Merger.
SECTION 4.14. Finders' Fees. Except for UBS Warburg LLC , Morgan Stanley &
Co. Incorporated and Bear, Stearns & Co. Inc., copies of whose engagement
agreements have been provided to Parent, there is no
_____________
UBS Warburg, LLC – from the Company or any of its Affiliates in connection with
the transactions contemplated by this Agreement. The fees, commissions and
expenses of UBS Warburg, LLC , Morgan Stanley & Co. Incorporated, Bear, Stearns &
Co. Inc., Davis Polk & Wardwell, Deloitte & Touche LLP and any other advisors
retained by the Company
_____________
UBS Warburg LLC – paid by the Company will not exceed $50 million.
SECTION 4.15. Opinion of Financial Advisors. The Company has received an
opinion of UBS Warburg LLC and an opinion of Morgan Stanley & Co. Incorporated,
each dated as of the date of this Agreement and each to the effect
_____________
dt 535156
;
|
Bear, Stearns
As referenced in this Agreement and Plan of Merger:
Bear, Stearns & Co. – or
materially delay the consummation of the Merger.
SECTION 4.14. Finders' Fees. Except for UBS Warburg LLC, Morgan Stanley &
Co. Incorporated and Bear, Stearns & Co. Inc., copies of whose engagement
agreements have been provided to Parent, there is no investment banker, broker,
finder or other intermediary that
_____________
Bear, Stearns &
Co. – Affiliates in connection with
the transactions contemplated by this Agreement. The fees, commissions and
expenses of UBS Warburg, LLC, Morgan Stanley & Co. Incorporated, Bear, Stearns &
Co. Inc., Davis Polk & Wardwell, Deloitte & Touche LLP and any other advisors
retained by the Company or NGH in connection with the transactions
_____________
dt 640233
;
Chase Securities
As referenced in this Agreement and Plan of Merger:
Chase Securities Inc – Information
Statement or any amendment or supplement thereto is first mailed to stockholders
of the Company.
SECTION 5.06. Finders' Fees. Except for Chase Securities Inc ., Credit
Suisse First Boston and Wasserstein Perella & Co., Inc., whose fees will be paid
by Parent, there is no investment banker, broker,
_____________
Chase Securities Inc – SECTION 5.07. Financing. Parent has received and furnished copies to the
Company of fully executed and operative agreements (the "Financing Agreements")
with Chase Securities Inc . and Credit Suisse First Boston Corp. dated as of June
22, 2000 pursuant to which such entities have agreed, subject to the
_____________
dt 598179
;
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Aircraft Management Agreement
Aircraft Management Agreement (45K)
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AIRCRAFT MANAGEMENT AGREEMENT
THIS AIRCRAFT MANAGEMENT AGREEMENT |