Exhibit 10.5
SECOND AMENDMENT TO A CREDIT AGREEMENT
Second Amendment (this "Amendment"), dated as of
August 2, 1996 among American Home Food Products, Inc.,
Sherwood Medical Company, A.H. Robins Company, Incorporated
(each, a "Subsidiary Borrower"), American Home Products
Corporation (the "Company", and together with the
Subsidiary Borrowers, the "Borrowers"), the lending
institutions party to the A Credit Agreement referred to
below (the "Banks") and The Chase Manhattan Bank, as Agent
(in such capacity, the "Agent"). All capitalized terms
used herein and not otherwise defined shall have the
respective meanings provided such terms in the A Credit
Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrowers, the Banks and the Agent are
parties to a Credit Agreement, dated as of September 9,
1994, (the "A Credit Agreement");
WHEREAS, the parties hereto wish to amend the A Credit
Agreement as herein provided;
NOW THEREFORE, it is agreed:
1. AC Acquisition Holding Company is hereby added as
a Subsidiary Borrower, with all references in the Credit
Documents to Subsidiary Borrower and/or Subsidiary
Borrowers to include such company.
2. The first recital of the A Credit Agreement is
hereby amended by deleting the amount "$4,000,000,000" in
its entirety and inserting in lieu thereof the amount
"$3,000,000,000 (as the same may be increased pursuant to
subsection 2.5(c) hereof)".
3. Section 1.1 of the A Credit Agreement is hereby
amended by deleting the definition of "Applicable Margin"
in its entirety and inserting in lieu thereof the following
new definition:
"Applicable Margin": a percentage equal to,
(x) for Alternate Base Rate Loans, 0%, (y) for C/D
Rate Loans, .305% and (z) for Eurodollar Rate Loans,
.180%.
4. Section 1.1 of the A Credit Agreement is hereby
amended by deleting the definition of "Facility Fee
Percentage" in its entirety and inserting in lieu thereof
the following definition:
""Facility Fee Percentage": a percentage
equal to .045%."
5. Section 1.1 of the A Credit Agreement is hereby
amended by deleting clause (a) of the definition of
"Termination Date" in its entirety and inserting in lieu
thereof "(a) August 1, 1997 (as such date may be extended
in accordance with the provisions of subsection 2.19)and ".
6. Section 1.1 of the A Credit Agreement is hereby
amended by adding the following definitions in appropriate
alphabetical order:
"Additional Lenders": as defined in subsection 2.5(c).
"B Commitments": as defined in subsection 2.5(c).
7. Section 2.5 of the Credit Agreement is hereby
amended by (x) deleting clause (b) thereof in its entirety
and by substituting therefore the following:
"(b)" Subject to the provisions of Section 2.5(c),
the Commitments once terminated or reduced pursuant to
subsection 2.5(a) may not be reinstated."
and (y) adding a new subsection 2.5(c) to read:
"(c) The Company may from time to time, by notice to
the Agent (which shall promptly deliver a copy to each of
the Lenders), request that the Commitments be increased
(regardless of whether the Commitments or the B Commitments
have theretofore been reduced) by an amount that is not
less than $100,000,000 and will not result in the
Commitments under this Agreement plus the Commitments under
and as defined in the B Credit Agreement (the "B
Commitments") exceeding $8,000,000,000. Each such notice
shall set forth the requested amount of the increase in the
Commitments and the B Commitments and the date (which date
shall be a Business Day) on which such increase is to
become effective (which shall be not fewer than 20 days
after the date of such notice), and shall offer some or all
Lenders the opportunity to increase their Commitments.
Each Lender (as determined by the Company, in its sole
discretion) that has received such request shall, by notice
to the Company and the Agent given not more than 10
Business Days after the date of the Company's notice,
either agree to increase its Commitment by all or a portion
of the offered amount or decline to increase its Commitment
(and any Lender that does not deliver such a notice within
such period of 10 Business Days shall be deemed to have
declined to increase its Commitment). In the event that,
on the 10th Business Day after the Company shall have
delivered a notice pursuant to the first sentence of this
paragraph, the requested Lenders shall have agreed pursuant
to the preceding sentence to increase their Commitments by
an aggregate amount less than the increase in the
Commitments requested by the Company, the Company shall
have the right to arrange for one or more banks or other
financial institutions (any such bank or other financial
institution being called an "Additional Lender"), which may
include any Lender, to extend Commitments or increase their
existing Commitments in an aggregate amount equal to the
unsubscribed amount, provided that each Additional Lender,
if not already a Lender hereunder, shall be subject to the
approval of the Agent (which approval shall not be
unreasonably withheld) and shall execute a joinder
agreement reasonably satisfactory to the Agent, pursuant to
which it agrees to be bound by the terms of this Agreement
as a Lender hereunder. If (and only if) Lenders (including
Additional Lenders) shall have agreed to increase their
Commitments or to extend new Commitments in an aggregate
amount not less than $100,000,000, such increases and such
new Commitments shall become effective on the date
specified in the notice delivered by the Company pursuant
to the first sentence of this subsection; provided that the
Company may elect not to so increase the Commitments in the
event that the amount of the increase approved by such
Lenders is less than the amount initially requested by the
Company."
8. In order to induce the Agent and the Banks to
enter into this Amendment, the Borrowers hereby represent
and warrant that (x) no Default or Event of Default exists
on the Second Amendment Effective Date (as defined herein)
both before and after giving effect to this Amendment and
(y) all of the representations and warranties contained in
the Credit Documents shall be true and correct in all
material respects on the Second Amendment Effective Date
both before and after giving effect to this Amendment with
the same effect as though such representations and
warranties had been made on and as of the Second 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).
9. This Amendment is limited as specified and shall
not constitute a modification, acceptance or waiver of any
other provision of the A Credit Agreement or any other
Credit Document.
10. This 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 Agent.
11. This 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.
12. Notwithstanding anything to the contrary
contained in the A Credit Agreement or this Amendment, for
purposes of this Amendment "Banks" shall mean each of the
lending institutions who shall have delivered (including by
way of telecopier) by July 30, 1996 (or such later date as
the Agent and the Company shall agree) a signed copy hereof
to the Agent as provided in Section 8.2 of the A Credit
Agreement that has been accepted by the Company.
13. As of the Second Amendment Effective Date, (v)
Schedule I to the A Credit Agreement shall be revised to
read as set forth on Annex I hereto, (w) Schedule II to the
A Credit Agreement shall be revised by the Agent to give
effect to such revised Schedule I, (x) the Banks shall
constitute all the Lenders and no other entity that had
been a Lender will continue to be a Lender, (y) either (A)
all amounts owing to Lenders prior to July 30, 1996 who are
not Banks (the "Former Lenders") shall be paid to such
Former Lenders or (B) such Former Lenders shall assign
their Commitments to one or more Banks and (z) no such
Former Lender will continue to be a Lender.
14. This Amendment shall become effective as of the
date hereof (the "Second Amendment Effective Date") on the
date upon which (x) each of the Borrowers, the Agent and
Banks (as defined in paragraph 12 hereto) with Commitments
as set forth on Annex I hereto aggregating $3,000,000,000
shall have signed a copy hereof (whether the same or
different copies) and shall have delivered (including by
way of telecopier) the same to the Agent as provided in
Section 8.2 of the A Credit Agreement and (y) the Second
Amendment to the B Credit Agreement, dated as of the date
hereof, has become effective.
15. From and after the Second Amendment Effective
Date, all references in the A Credit Agreement and each of
the other A Credit Documents to the A Credit Agreement
shall be deemed to be references to the A Credit Agreement
after giving effect to this Amendment.
IN WITNESS WHEREOF, each of the parties hereto
has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written.
AMERICAN HOME PRODUCTS CORPORATION
By:_______________________________
Title: Vice President - Finance
AMERICAN HOME FOOD PRODUCTS, INC.
By:
Title: Vice President
SHERWOOD MEDICAL COMPANY
By:
Title: Vice President
A. H. ROBINS COMPANY, INCORPORATED
By:_______________________________
Title: Vice President
AC ACQUISITION HOLDING COMPANY
By:___________________________________
Title: Vice President and Treasurer
ANNEX I
Schedule I
COMMITMENTS
Bank Commitment
$
TOTAL $3,000,000,000
ABN AMRO BANK N.V.,
NEW YORK BRANCH
By:_____________________________
Title: Vice President
By:_____________________________
Title: Assistant Vice President
BANCA NAZIONALE DEL LAVORO S.p.A.
NEW YORK BRANCH
By:_____________________________
Title: First Vice President
By:_____________________________
Title: Vice President
BANCA COMMERCIALE ITALIANA
NEW YORK BRANCH
By:__________________________________
Title: Vice President
By:__________________________________
Title: Assistant Vice President
BANK OF AMERICA NT & SA
By:_____________________________
Title: Vice President
BANK OF MONTREAL
By:_____________________________
Title:
THE BANK OF NOVA SCOTIA
By:_____________________________
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
NEW YORK BRANCH
By:_____________________________
Title: Vice President
BANQUE NATIONALE DE PARIS
By:____________________________________
By:____________________________________
BANQUE PARIBAS
By:_____________________________
Title:
By:_____________________________
Title:
BAYERISCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By:_____________________________
Title:
By:_____________________________
Title:
BAYERISCHE VEREINSBANK AG,
NEW YORK BRANCH
By:_____________________________
Title:
By:_____________________________
Title:
THE BOATMEN'S NATIONAL BANK OF
ST. LOUIS
By:_____________________________
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK AGENCY
By:__________________________________
Title:
CARIPLO - CASSA DI RISPARMIO
DELLE PROVINCIE LOMBARDE SPA
GRAND CAYMAN BRANCH
By:_____________________________
Title: Vice President
By:_____________________________
Title: SVP & General Manager
CITIBANK, N.A.
By:_____________________________
Title:
COMMERZBANK AKTIENGESELLSCHAFT
New York and/or Grand Cayman Branches
By:__________________________________
Title:
By:__________________________________
Title
THE CHASE MANHATTAN BANK
By:__________________________________
Title: Vice President
CORESTATES BANK, N.A.
By:_____________________________
Title: Vice President
CRESTAR BANK
By:__________________________________
Title: Senior Vice President
THE DAI-ICHI KANGYO BANK LTD.
By:__________________________________
Title: Assistant Vice President
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES
By:_____________________________
Title:
By:_____________________________
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:_____________________________
Title:
FIRST UNION NATIONAL BANK
By:_____________________________
Title:
FIRST NATIONAL BANK
By:_____________________________
Title: Vice President
ISTITUTO BANCARIO SAN PAOLO DI
TORINA SPA -
NEW YORK LIMITED BRANCH
By:___________________________________
Title:
MELLON BANK, N.A.
By:_____________________________
Title:
MIDLAND BANK PLC, NEW YORK BRANCH
By:__________________________________
Title: Authorized Signatory
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED - NEW YORK BRANCH
By:________________________________
Title: Vice President & Manager
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By:_____________________________
Title: Vice President
NATIONAL WESTMINSTER BANK PLC
By:_____________________________
Title: Vice President
NORDDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By:_____________________________
Title: Senior Vice President
By:_____________________________
Title: Vice President
THE NORINCHUKIN BANK, NEW YORK BRANCH
By:_____________________________
Title: General Manager
PNC BANK, NATIONAL ASSOCIATION
By:_____________________________
Title: Vice President
COOPERATIVE CENTRALE RAIFFEISEN -
BOERENLEENBANK, B.A.,
"RABOBANK NEDERLAND"
By:__________________________________
Vice President
By:__________________________________
Vice President, Manager
ROYAL BANK OF CANADA
GRAND CAYMAN BRANCH
By:_____________________________
Title: Senior Manager
THE SAKURA BANK, LIMITED
By:__________________________________
Title: Vice President & Manager
THE SANWA BANK LTD, NEW YORK
BRANCH
By:____________________________________
Title: Vice President & Area Manager
STANDARD CHARTERED BANK
By:__________________________________
Title: Assistant Vice President
SWISS BANK CORPORATION, NEW YORK BRANCH
By:____________________________________
Title: Associate Director
Banking Finance Support, N.A.
By:___________________________________
Title: Associate Director
Credit Risk Mgmt.
THE BANK OF NEW YORK
By:__________________________________
Title: Vice President
THE FUJI BANK, LIMITED
New York Branch
By:__________________________________
Title: Senior Vice President
THE INDUSTRIAL BANK OF JAPAN
LIMITED
By:__________________________________
Title: Senior Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:__________________________________
Title: Senior Vice President
THE NORTHERN TRUST COMPANY
By:__________________________________
Title: Vice President
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By:__________________________________
Title: Joint General Manager
THE SUMITOMO TRUST & BANKING CO., LTD.
New York Branch
By:__________________________________
Title: Senior Vice President
Manager, Corporate Finance Dept.
THE TOKAI BANK, LIMITED
NEW YORK BRANCH
By:_____________________________
Title: Vice President
TORONTO DOMINION (NEW YORK), INC.
By:_____________________________
Title: Vice President
THE TOYO TRUST & BANKING CO., LTD.
NEW YORK BRANCH
By:_____________________________
Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By:_____________________________
Title: Vice President
WESTPAC BANKING CORPORATION
By:__________________________________
Title: Assistant Vice President
YASUDA TRUST & BANKING
By:__________________________________
Title: First Vice President