THIRD AMENDMENT TO B CREDIT AGREEMENT
Third Amendment (this "Amendment"), dated as of July 31, 1997 among
Sherwood Medical Company, A.H. Robins Company, Incorporated and AC Acquisition
Holding Company (each, a "Subsidiary Borrower"), American Home Products
Corporation (the "Company", and together with the Subsidiary Borrowers, the
"Borrowers"), the lending institutions party to the B 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 B 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 (as heretofore amended, the "B Credit
Agreement");
WHEREAS, the parties hereto wish to amend the B Credit Agreement as herein
provided;
NOW THEREFORE, it is agreed:
1. The first recital of the B Credit Agreement is hereby amended by
deleting the amount "3,000,000,000" in its entirety and inserting in lieu
thereof the amount of "2,500,000,000".
2. Section 1.1 of the B 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": for any day, the rate per annum set forth below
opposite the Rating Period then in effect, it being understood that the
Applicable Margin for (x) Alternate Base Rate Loans shall be the percentage set
forth under the column "Alternate Base Rate Margin", (y) C/D Rate Loans shall be
the percentage set forth under the column "C/D Rate Margin" and (z) Eurodollar
Rate Loans shall be the percentage set forth under the column "Eurodollar Rate
Margin":
Alternative Eurodollar
Rating Base Rate C/D Rate- Rate
Period Margin Margin Margin
Category A Period 0% .2300% .1050%
Category B Period 0% .2500% .1250%
Category C Period 0% .2525% .1275%
Category D Period 0% .2850% .1600%
Category E Period 0% .3500% .2250%
3. Section 1.1 of the B 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 at any time (i)
during a Category A Period, .0450%, (ii) during a Category B Period,
.0500%, (iii) during a Category C Period, .0600%, (iv) during a
Category D Period, .0900% and (v) during a Category E Period, .1250%."
4. Section 1.1 of the B Credit Agreement is hereby amended by deleting
clause (a) of the definition of "Termination Date" in its entirety and inserting
in lieu thereof "(a) July 31, 2002 and ".
5. 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 Third 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 Third 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 Third
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).
6. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the B Credit
Agreement or any other Credit Document.
7. 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.
8. 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.
9. Notwithstanding anything to the contrary contained in the B 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, 1997 (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
B Credit Agreement that has been accepted by the Company.
10. As of the Third Amendment Effective Date, (v) Schedule I to the B
Credit Agreement shall be revised to read as set forth on Annex I hereto, (w)
Schedule II to the B Credit Agreement shall be revised by the Agent to give
effect to such revised Schedule I and (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, 1997 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.
11. This Amendment shall become effective as of the date hereof (the
"Third Amendment Effective Date") on the date upon which (x) each of the
Borrowers, the Agent and the Banks (as defined in paragraph 9) with Commitments
as set forth on Annex I hereto aggregating $2,500,000,000 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 B Credit Agreement and (y) the Third Amendment to the A Credit
Agreement, dated as of the date hereof, has become effective.
12. From and after the Third Amendment Effective Date, all references in
the B Credit Agreement and each of the other Credit Documents to the B Credit
Agreement shall be deemed to be references to the B 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
SHERWOOD MEDICAL COMPANY
By:
Title: Vice President
A. H. ROBINS COMPANY, INCORPORATED
By:_________________________________
Title: Vice President and Treasurer
AC ACQUISITION HOLDING COMPANY
By:_________________________________
Title: Vice President and Treasurer
BANCA COMMERCIALE ITALIANA
NEW YORK BRANCH
By:_________________________________
Title: Charles Daugherty,Vice President
By:_________________________________
Title: K. Purelis, Vice President
BANCA DI ROMA
By:_________________________________
Title: Virgina Mahler Cosenza
Assistant Vice President
By:_________________________________
Title: Vice President
BANCA MONTE DEI PASCHI DI SIENA, S.p.A.
By:_________________________________
Title: S.V.P. and General Manager
By:_________________________________
Title: Brian R. Landy
Vice President
BANCA NAZIONALE DEL LAVORO S.p.A.
NEW YORK BRANCH
By:_________________________________
Title: Giuliano Violetta
First Vice President
By:_________________________________
Title: Giulio Giovine
Vice President
BANCA POPOLARE DI MILANO
By:_________________________________
Title: Anthony Franco
Executive Vice President & GM
By:_________________________________
Title: Fulvio Montanari
First Vice President
BANK OF AMERICA NT & SA
By:_________________________________
Title: Vice President
BANK OF IRELAND
By:_________________________________
Title:
BANK OF MONTREAL
By:_________________________________
Title: Sharron P. Walsh
Director
THE BANK OF NEW YORK
By:_________________________________
Title: Vice President
THE BANK OF NOVA SCOTIA
By:_________________________________
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as Co-Agent
By:_____________________________
Title: Vice President
BANKERS TRUST COMPANY
By:_________________________________
Title: Vice President
BANQUE NATIONALE DE PARIS
NEW YORK BRANCH
By:____________________________________
Title: Richard L. Sted
Senior Vice President
By:_________________________________
Title: Richard Pace
Vice President, Corporate
Banking Division
CARIPLO - CASSA DI RISPARMIO
DELLE PROVINCIE LOMBARDE SPA
By:_____________________________
Title: F. Vice President
By:_____________________________
Title: F. Vice President
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:_________________________________
Title: Managing Director
CITIBANK, N.A., as Co-Agent
By:_________________________________
Title: Mary W. Corkran
Vice President
COMMERZBANK AKTIENGESELLSCHAFT
New York and/or Grand Cayman Branches,
as Co-Agent
By:__________________________________
Title:
By:__________________________________
Title: A. Oliver Welsch-Lehmann
Assistant Treasurer
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK, B.A.,
"RABOBANK NEDERLAND"
By:_________________________________
Title: Ellen A. Polansky
Vice President
By:_________________________________
Title: W. Pieter C. Kodde
Vice President
CORESTATES BANK, N.A., as co-Agent
By:_____________________________
Title: Vice President
CRESTAR BANK
By:__________________________________
Title: Senior Vice President
THE DAI-ICHI KANGYO BANK LTD.,
as co-Agent
By:__________________________________
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
as co-Agent
By:_____________________________
Title: Corporate Banking Officer
FLEET NATIONAL BANK
By:_____________________________
Title: Assistant Vice President
THE FUJI BANK, LIMITED,
as co-Agent
By:_________________________________
Title: Senior Vice President
ISTITUTO BANCARIO SAN PAOLO DI
TORINA S.p.A. - NEW YORK LIMITED
BRANCH, as co-Agent
By:___________________________________
Title: Vice President
By:_________________________________
Title: Vice President
MELLON BANK, N.A.
By:_____________________________
Title: Vice President
MARINE MIDLAND BANK
By:_________________________________
Title: William M. Holland
Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:_________________________________
Title: Deputy General Manager
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as co-Agent
By:_________________________________
Title: Charles H. King
Vice President
NATIONAL WESTMINSTER BANK PLC
By:_________________________________
Title: Vice President
NATIONSBANK, N.A., as co-Agent
By:_________________________________
Title: Senior Vice President
THE NORINCHUKIN BANK, NEW YORK BRANCH
By:_________________________________
Title: Takeshi Akimoto
General Manager
THE NORTHERN TRUST COMPANY
By:_________________________________
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By:_________________________________
Title: Vice President
ROYAL BANK OF CANADA
By:_________________________________
Title: Manager
ROYAL BANK OF CANADA
GRAND CAYMAN BRANCH
By:_________________________________
Title: Senior Manager
THE SAKURA BANK, LIMITED
By:_________________________________
Title: Yasumasa Kikuchi
Senior Vice President
THE SANWA BANK LTD, NEW YORK
BRANCH
By:_________________________________
Title: Joseph E. Leo
Vice President & Area Manager
STANDARD CHARTERED BANK
By:_________________________________
Title: Brian S. Taylor
Vice President
THE SUMITOMO TRUST & BANKING CO., LTD,
NEW YORK BRANCH
By:_________________________________
Title: Suraj Bhatia
Senior Vice President
THE SUMITIMO TRUST & BANKING CO.
By:_________________________________
Title:
SUNTRUST BANK, INC.
By:_________________________________
Title: Group Vice President
SWISS BANK CORPORATION, NEW YORK BRANCH
as co-Agent
By:_________________________________
Title: William S. Lutkins
Associate Director, Credit Risk
Management
By:_________________________________
Title: Dorothy L. McKinley
Associate Director, Banking
Finance Support, N.A.
THE TOKAI BANK, LIMITED
NEW YORK BRANCH
By:_________________________________
Title: Deputy General Manager
TORONTO DOMINION (NEW YORK), INC.
By:_________________________________
Title: Debbie A. Greene
Vice President
THE TOYO TRUST & BANKING CO., LTD.
NEW YORK BRANCH
By:_________________________________
Title: Vice President
WACHOVIA BANK OF GEORGIA, N.A.,
as co-Agent
By:_________________________________
Title: Vice President