EXHIBIT 10.7
AMENDMENT NO. 1 TO CREDIT AGREEMENT
(FIVE-YEAR FACILITY)
DATED AS OF DECEMBER 29, 2003
UNITED PARCEL SERVICE, INC., a Delaware corporation (the "Borrower"),
the banks, financial institutions and other institutional lenders party to the
Credit Agreement referred to below (collectively, the "Lenders"), Citibank,
N.A., as administrative agent (the "Administrative Agent") for the Lenders and
Bank of America, N.A. and Bank One, NA, as co-documentation agents (the
"Co-Documentation Agents") for the Lenders, hereby agree as follows:
PRELIMINARY STATEMENTS
(1) The Borrower, the Lenders, the Administrative Agent and the
Co-Documentation Agents have entered into a Credit Agreement (Five-Year
Facility) dated as of April 24, 2003 (as amended, supplemented or otherwise
modified through the date hereof, the "Credit Agreement"). Capitalized terms
not otherwise defined in this Amendment shall have the same meanings as
specified in the Credit Agreement.
(2) The Borrower and the Required Lenders have agreed to amend the
Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to the Credit Agreement. Effective as of the
date of this Amendment and subject to the satisfaction of the conditions
precedent set forth in Section 2 hereof:
(a) Section 3.02 of the Credit Agreement is hereby amended by
deleting the phrase "and in subsection (h) thereof" appearing in the
parenthetical to subsection (a) thereof and substituting the phrase ",
subsection (h) thereof and subsection (i) thereof" therefor.
(b) Section 3.03 of the Credit Agreement is hereby amended by
deleting the phrase "and in subsection (h) thereof" appearing in the
parenthetical to subsection (c) (i) thereof and substituting the phrase ",
subsection (h) thereof and subsection (i) thereof" therefor.
(c) Section 6.01 of the Credit Agreement is hereby amended by
deleting subsection (i) thereof in its entirety and substituting the phrase
"Intentionally Omitted" therefor.
SECTION 2. Conditions of Effectiveness of this Amendment. This
Amendment shall become effective as of the date first written above when and
only if the Administrative Agent shall have received counterparts of this
Amendment executed by the Borrower, each Guarantor and the Required Lenders or,
as to any of the Lenders, advice satisfactory to the Administrative Agent that
such Lender has executed this Amendment.
SECTION 3. Affirmation of Guaranty. Each of the Guarantors hereby
consents to the execution and delivery of this Amendment and ratifies and
confirms its obligations under the Guaranty dated April 24, 2003, which
obligations shall remain in full force and effect notwithstanding the
effectiveness of this Amendment. Each of the Guarantors further agrees that all
references to "the Borrower" in the above referenced Guaranty shall be deemed
to be references to the Borrower hereunder.
2
SECTION 4. Reference to and Effect on the Credit Agreement and the
Notes. (a) On and after the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each reference in the Notes
to "the Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.
(b) The Credit Agreement and the Notes, as specifically amended by
this Amendment, are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Administrative Agent under the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand
all reasonable out-of-pocket costs and expenses of the Administrative Agent in
connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment (including, without limitation,
the reasonable and documented fees and expenses of counsel for the
Administrative Agent with respect hereto) in accordance with the terms of
Section 8.04 of the Credit Agreement.
SECTION 6. Execution in Counterparts. This Amendment 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.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of an original executed counterpart
of such signature page.
SECTION 7. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
[Remainder of this Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
UNITED PARCEL SERVICE, INC.,
as Borrower
By /s/ THOMAS DELBROOK
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Name: Thomas Delbrook
Title: Authorized Officer
UNITED PARCEL SERVICE, INC.,
a New York corporation, as Guarantor
By /s/ THOMAS DELBROOK
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Name: Thomas Delbrook
Title: Authorized Officer
UNITED PARCEL SERVICE, INC.,
an Ohio corporation, as Guarantor
By /s/ THOMAS DELBROOK
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Name: Thomas Delbrook
Title: Authorized Officer
UNITED PARCEL SERVICE CO.,
a Delaware corporation, as Guarantor
By /s/ THOMAS DELBROOK
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Name: Thomas Delbrook
Title: Authorized Officer
CITIBANK, N.A.,
as Administrative Agent, Syndication Agent and
Lender
By /s/ ROBERT A. DANZINGER
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Name: Robert A. Danzinger
Title: Vice President
BANK OF AMERICA, N.A.,
as Co-Documentation Agent and as Lender
By /s/ CHAS MCDONELL
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Name: Chas McDonell
Title: Managing Director
BANK ONE, NA,
as Co-Documentation Agent and as Lender
By /s/ CHRISTOPHER C. CAVAIANI
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Name: Christopher C. Cavaiani
Title: Director
ABN AMRO BANK N.V., as Lender
By /s/ ANGELA NOIQUE
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Name: Angela Noique
Title: Vice President
By /s/ TERRANCE J. WARD
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Name: Terrance J. Ward
Title: Senior Vice President
JPMORGAN CHASE BANK, as Lender
By /s/ MATTHEW H. MASSIE
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Name: Matthew H. Massie
Title: Managing Director
BNP PARIBAS, as Lender
By /s/ MIKE SHRYOCK
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Name: Mike Shryock
Title: Director
By /s/ AURORA ABELLA
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Name: Aurora Abella
Title: Vice President
Mellon Bank, N.A., as Lender
(Type or print legal name of Lender)
By /s/ DANIEL J. LENCKOS
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Name: Daniel J. Lenckos
Title: First Vice President
Royal Bank of Canada, as Lender
By /s/ DANA DRATCH
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Name: Dana Dratch
Title: Authorized Signatory
Wells Fargo Bank, National Association, as Lender
By /s/ WILLIAM J. DARBY
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Name: William J. Darby
Title: Vice President
By /s/ ALEX IDICHANDY
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Name: Alex Idichandy
Title: Vice President
BARCLAYS BANK PLC, as Lender
By /s/ DOUGLAS BERNEGGER
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Name: Douglas Bernegger
Title: Director
Dresdner Bank AG, New York and Grand Cayman
Branches, as Lender
By /s/ DEBORAH CARLSON
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Name: Deborah Carlson
Title: Director
By /s/ STEPHEN KOVACH
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Name: Stephen Kovach
Title: Vice President
Standard Chartered Bank, as Lender
(Type or print legal name of Lender)
By /s/ ANDREW NG
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Name: Andrew Ng
Title: Vice President, Senior Credit
Documentation Officer and Middle Office Support
By /s/ ANTONY JACOB
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Name: Antony Jacob
Title: VP - Risk Management, C&IB, Americas
CREDIT SUISSE FIRST BOSTON, acting through its
Cayman Islands Branch , as Lender
By /s/ JAY CHALL
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Name: Jay Chall
Title: Director
By /s/ KARL STUDER
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Name: Karl Studer
Title: Director
Merrill Lynch Bank USA, as Lender
By /s/ LOUIS ALDER
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Name: Louis Alder
Title: Vice President
UBS AG, Cayman Islands Branch,
as Lender
By /s/ PATRICIA O'KICKI
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Name: Patricia O'Kicki
Title: Director
By /s/ WILFRED V. SAINT
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Name: Wilfred V. Saint
Title: Associate Director
Banking Products
Services, US