Exhibit 4.8
EXECUTION COUNTERPART
-------------------
U.S. $250,000,000
364-DAY AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of May 2, 2001
among
THE PEPSI BOTTLING GROUP, INC.
BOTTLING GROUP, LLC
THE LENDERS NAMED HEREIN
THE CHASE MANHATTAN BANK,
as Agent,
JPMORGAN and
SALOMON SMITH BARNEY INC.,
as Co-Lead Arrangers and
Joint Book Managers
and
CITIBANK, N.A. and
BANK OF AMERICA, N.A.,
as Co-Syndication Agents
-------------------
AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 2, 2001 among THE
PEPSI BOTTLING GROUP, INC., a Delaware corporation (the "Company"), BOTTLING
GROUP, LLC, a Delaware limited liability company (the "Guarantor"), the banks,
financial institutions and other institutional lenders (the "Initial Lenders")
listed on the signature pages hereof, and THE CHASE MANHATTAN BANK ("Chase"), as
Agent (in such capacity, the "Agent") for the Lenders.
The Company, the Initial Lenders and the Agent are parties to a Credit
Agreement dated as of May 3, 2000 (as heretofore amended, modified and in effect
on the date hereof, the "Existing Credit Agreement") providing for the making of
loans by the Lenders to the Company in an aggregate principal amount at any one
time outstanding not exceeding $250,000,000.
The parties hereto wish to amend the Existing Credit Agreement to, among
other things, extend the Termination Date by 364 days and add State Street Bank
and Trust Company (the "New Lender") as an "Initial Lender" thereunder, and to
restate the Existing Credit Agreement to read in its entirety as set forth in
the Existing Credit Agreement (which Existing Credit Agreement is incorporated
herein by this reference) as so amended (as so amended and restated, the "Credit
Agreement"). The parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used but not otherwise defined
herein have the meanings given them in the Existing Credit Agreement.
Section 2. Amendments. The Existing Credit Agreement is hereby amended,
effective as of the Restatement Date (as defined in Section 4 hereof), as
follows, and as so amended is restated in its entirety effective on the
Restatement Date:
(a) General. Each reference to this "Agreement" and words of
similar import in the Existing Credit Agreement, as amended and restated
hereby shall be deemed to be a reference to the Existing Credit Agreement
as amended and restated hereby and as the same may be further amended,
supplemented and otherwise modified and in effect from time to time.
(b) Termination Date. The definition of "Termination Date" set
forth in Section 1.01 of the Existing Credit Agreement is amended in its
entirety to read as follows:
"Termination Date" means May 1, 2002 or, if earlier, the date
of termination in whole of the Commitments pursuant to Section 2.05(a)
or 6.01 or, in the case of any Lender whose Commitment is extended
pursuant to Section 2.06(c), the date to which such Commitment is
extended; provided in each case
Amended and Restated Credit Agreement
-2-
that if any such date is not a Business Day, the relevant Termination
Date of such Lender shall be the immediately preceding Business Day."
(c) New Lender. The New Lender shall be deemed to be an "Initial
Lender" under and for all purposes of the Credit Agreement and each
reference in the Credit Agreement to "Initial Lender" shall be deemed to
include the New Lender.
Section 3. Representations and Warranties. Each of the Company and
the Guarantor (each, a "Loan Party") represents and warrants that (i) each of
the representations and warranties of such Loan Party contained in Section 4.01
of the Existing Credit Agreement, after giving effect to the amendment and
restatement contemplated hereby, is true and correct on and as of the
Restatement Date with the same force and effect as if made on and as of the
Restatement Date, and as if each reference in Section 4.01(e) to "December 25,
1999" referred to "December 30, 2000", and (ii) no Default or Event of Default
has occurred and is continuing on and as of the Restatement Date. The Company
agrees that if any representation and warranty contained in this Section 3
shall prove to have been incorrect in any material respect when made, it shall
be deemed to be an Event of Default under Section 6.01(b) of the Existing
Credit Agreement as amended and restated hereby.
Section 4. Conditions to Effectiveness. This Agreement shall become
effective on the date (the "Restatement Date") on which the Agent notifies the
Company that the following conditions have been satisfied;
(i) Execution by All Parties. This Agreement shall have been
executed and delivered by each of the Company, the Guarantor, the Agent and
the Initial Lenders.
(ii) Documents. On the Restatement Date, the Agent shall have
received the following documents, each of which shall be dated the
Restatement Date and shall otherwise be satisfactory to the Agent in form
and substance;
(a) Certified copies of the resolutions of the Board of Directors
of the Company and of the Guarantor approving this Agreement, and of
all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Agreement.
(b) A certificate of the Secretary or an Assistant Secretary of
the Company certifying the names and true signatures of the officers
of the Company authorized to sign this Agreement and the other
documents to be delivered hereunder.
(c) A certificate of the Secretary or an Assistant Secretary of
the Guarantor certifying the names and true signatures of the officers
of the Guarantor authorized to sign this Agreement and the other
documents to be delivered hereunder.
Amended and Restated Credit Agreement
-3-
(d) An opinion of Pamela McGuire, General Counsel of each of the
Company and the Guarantor, substantially in the form of Exhibit C to the
Existing Credit Agreement (with such necessary changes to reflect the
amendment and restatement contemplated hereby) and as to such other matters
as any Initial Lender through the Agent may reasonably request.
(e) A favorable opinion of Milbank, Tweed, Hadley & McCloy LLP, special
New York counsel for the Agent.
(f) The Agent shall have received such other approvals, opinions or
documents as any Initial Lender through the Agent may reasonably request.
Section 5. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
Section 6. EXPENSES. Without limiting its obligations under Section 8.04
of the Existing Credit Agreement, the Company agrees to pay all reasonable
out-of-pocket expenses incurred by the Agent and its Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Agent, in
connection with the preparation, execution and delivery of this Agreement.
Section 7. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
Section 8. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.
Amended and Restated Credit Agreement
-------------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
THE PEPSI BOTTLING GROUP, INC.,
as Borrower
By:
-----------------------
Name:
Title:
BOTTLING GROUP, LLC,
as Guarantor
By:
-----------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as Agent
By:
-----------------------
Name:
Title:
Amended and Restated Credit Agreement
-------------------------------------
COMMITMENT INITIAL LENDERS
- ---------- ---------------
$30,000,000 THE CHASE MANHATTAN BANK
By:
-----------------------
Name:
Title:
$30,000,000 CITIBANK, N.A.
By:
-----------------------
Name:
Title:
$30,000,000 BANK OF AMERICA, N.A.
By:
-----------------------
Name:
Title:
$30,000,000 DEUTSCHE BANK AG, NEW
YORK AND/OR CAYMAN
ISLANDS BRANCH
By:
-----------------------
Name:
Title:
Amended and Restated Credit Agreement
-------------------------------------
$25,000,000 CREDIT SUISSE FIRST BOSTON
By:
-----------------------
Name:
Title:
By:
-----------------------
Name:
Title:
$20,000,000 THE NORTHERN TRUST
COMPANY
By:
-----------------------
Name:
Title:
$20,000,000 LEHMAN COMMERCIAL PAPER
INC.
By:
-----------------------
Name:
Title:
$15,000,000 ROYAL BANK OF CANADA
By:
-----------------------
Name:
Title:
Amended and Restated Credit Agreement
-------------------------------------
$12,500,000 BANCO BILBAO VIZCAYA
By:
-----------------------
Name:
Title:
$12,500,000 THE BANK OF NEW YORK
By:
-----------------------
Name:
Title:
$12,500,000 FLEET NATIONAL BANK
By:
-----------------------
Name:
Title:
$12,500,000 STATE STREET BANK AND
TRUST COMPANY
By:
-----------------------
Name:
Title:
- ---------------------------------------
$250,000,000 - Total of the Commitments
Amended and Restated Credit Agreement
-------------------------------------