EXECUTION COPY
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"), dated as of
February 11, 2004, among WYETH, a Delaware corporation (the "Company"), various
lenders from time to time party to the Credit Agreement referred to below (the
"Lenders"), and JPMORGAN CHASE BANK, as Administrative Agent (in such capacity,
the "Administrative Agent"). Unless otherwise indicated, all capitalized terms
used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Company, the Lenders, J.P. Morgan Securities Inc. and
Citigroup Global Markets Inc. (f/k/a Salomon Smith Barney Inc.), as Co-Lead
Arrangers and Joint Book Managers, Citibank, N.A., as Syndication Agent, The
Bank of Nova Scotia, Commerzbank AG, New York and Grand Cayman Branches, and UBS
AG, Cayman Islands Branch, as Co- Documentation Agents, and the Administrative
Agent are parties to a Credit Agreement, dated as of March 3, 2003 (the "Credit
Agreement"); and
WHEREAS, subject to the terms and conditions of this First Amendment, the
parties hereto wish to amend the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendments to Credit Agreement.
1. Subsection 1.1 of the Credit Agreement is hereby amended by deleting the
text "364-Day Credit Agreement" appearing in each of the definitions of
"Aggregate Facilities Commitment" and "Significant Usage Period" in said Section
and inserting the text "5-Year Credit Agreement" in lieu thereof.
2. The definition of "Applicable Margin" appearing in subsection 1.1 of the
Credit Agreement is hereby amended by deleting the table appearing in said
definition and inserting the following table in lieu thereof:
Eurodollar
"Rating Rate
Period Margin
------------------------------------ --------------------------------
------------------------------------ --------------------------------
Category A Period .3750%
Category B Period .600%
Category C Period .825%
Category D Period 1.050%
Category E Period 1.275%
Category F Period 1.500%".
3. The definition of "Category E Period" appearing in subsection 1.1 of the
Credit Agreement is hereby amended by deleting the text "or lower" in each
instance where it appears in said definition.
4. The definition of "Category Rules" appearing in subsection 1.1 of the
Credit Agreement is hereby amended by deleting each reference to "Category E
Period" appearing in said definition and inserting the text "Category F Period"
in lieu thereof.
5. The definition of "Facility Fee Percentage" appearing in subsection 1.1
of the Credit Agreement is hereby amended by (i) deleting the word "and"
appearing at the end of clause (iv) of said definition and inserting a comma in
lieu thereof and (ii) inserting the text "and (vi) during a Category F Period,
0.250%" immediately preceding the period at the end of said definition.
6. The definition of "Rating Period" appearing in subsection 1.1 of the
Credit Agreement is hereby amended by (i) changing the reference to "Category E
Period" appearing in said definition to "Category F Period" and (ii) inserting
the text ", the Category E Period" immediately following the text "Category D
Period" appearing in said definition.
7. Subsection 1.1 of the Credit Agreement is hereby further amended by
inserting the following definitions in the appropriate alphabetical order:
"Category F Period": subject to the Category Rules, at any time either
(i) the S&P Credit Rating is BB+ or lower or (ii) the Moody's Credit Rating
is Ba1 or lower.
"5-Year Credit Agreement": the Credit Agreement, dated as of February
11, 2004, among the Company, the lenders party thereto, JPMCB, as
administrative agent, and Citicorp North America, Inc., as syndication
agent, as in effect from time to time.
8. Subsection 2.18 of the Credit Agreement is hereby amended by deleting
each reference to "364-Day Credit Agreement" appearing therein and inserting the
text "5-Year Credit Agreement" in lieu thereof.
9. Subsection 8.14(a) of the Credit Agreement is hereby amended by deleting
said subsection in its entirety and inserting the text "(a) [Intentionally
deleted]" in lieu thereof.
II. Miscellaneous Provisions.
1. In order to induce the Lenders to enter into this First Amendment, the
Company hereby represents and warrants that (i) no Default or Event of Default
exists as of the Amendment Effective Date, both before and after giving effect
to this First Amendment and (ii) all of the representations and warranties
contained in the Credit Agreement are true and correct in all material respects
on the Amendment Effective Date, both before and after giving effect to this
First Amendment, with the same effect as though such representations and
warranties had been made on and as of the Amendment Effective Date (it being
understood that any representation or warranty made as of a specific date shall
be true and correct in all material respects as of such specific date).
2. This First Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement.
3. This First Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Company and the Administrative Agent.
4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
5. This First Amendment shall become effective on the date (the "Amendment
Effective Date") when (i) the Company and Lenders constituting the Majority
Lenders shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New
York, NY 10036 Attention: May Yip (facsimile number 212-354-8113) and (ii) the
5-Year Credit Agreement shall have become effective in accordance with its
terms.
6. From and after the Amendment Effective Date, all references in the
Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.
* * *
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first written
above.
WYETH
By: /s/ Kenneth J. Martin
-------------------------------------
Title: Executive Vice President and
Chief Financial Officer
JPMORGAN CHASE BANK,
Individually and as Administrative
Agent
By: /s/ Robert Anastasio
-------------------------------------
Title: Vice President
CITIBANK N.A.,
Individually and as Syndication
Agent
By: /s/ Wajeeh Faheen
-------------------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Carolyn A. Calloway
-------------------------------------
Title: Managing Director
COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, Individually and
as Co-Documentation Agent
By: /s/ Robert S. Taylor, Jr.
-------------------------------------
Title: Senior Vice President
By: /s/ Andrew P, Lusk
-------------------------------------
Title: Vice President
UBS AG, Cayman Island Branch
By: /s/ Thomas R. Salzano
-------------------------------------
Title: Director
Banking Products Services, US
By: /s/ Barbara Ezell-McMichael
-------------------------------------
Title: Associate Director
Banking Products Services, US
ABN AMRO BANK N.V.
By: /s/ Eric Oppenheimer
-------------------------------------
Title: Vice President
By: /s/ Todd J. Miller
-------------------------------------
Title: Assistant Vice President
SAN PAOLO IMI S.P.A.
By: /s/ Renato Carducci
-------------------------------------
Title: General Manager
By: /s/ Luca Sacchi
-------------------------------------
Title: Vice President
U.S. BANK N.A.
By: /s/ Michael P. Dickman
-------------------------------------
Title: Assistant Vice President
WACHOVIA BANK, N.A.
By: /s/ Joseph C. Bossong, Jr.
-------------------------------------
Title: Director
THE NORTHERN TRUST COMPANY
By: /s/ John Konstantos
-------------------------------------
Title: Vice President
BANCA NAZIONALE DEL LAVORO, S.P.A.,
NEW YORK BRANCH
By: /s/ Francesco Di Mario
-------------------------------------
Title: Vice President
By: /s/ Juan Cortes
-------------------------------------
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Thomas J. McCormack
-------------------------------------
Title: Vice President
MELLON BANK, N.A.
By: /s/ Marla A. DeYulis
-------------------------------------
Title: Assistant Vice President
BANCO POPULAR DE PUERTO RICO, NEW YORK
BRANCH
By: /s/ Hector J. Gonzalez
-------------------------------------
Title: Vice President
THE GOVERNOR AND COMPANY OF THE BANK
OF IRELAND
By: /s/ F. McDonald
-------------------------------------
Title: Director
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.,
NEW YORK BRANCH
By: /s/ Jay Levit
-------------------------------------
Title: Vice President, Global
Corporate Banking
By: /s/ John Martini
-------------------------------------
Title: Vice President, Corporate
Banking