364-Day Interim Credit Agreement among Brown-Forman Corporation and Lenders (February 25, 2003)
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Summary
This agreement is between Brown-Forman Corporation and a group of lenders, with JPMorgan Chase Bank as Administrative Agent, Banc of America Bridge LLC and Bank One, NA as Co-Syndication Agents, and J.P. Morgan Securities Inc. as Lead Arranger. It provides Brown-Forman with a revolving credit facility of up to $700 million for 364 days, to be used for working capital, general corporate purposes, liquidity for commercial paper, and stock repurchases. The agreement outlines terms for borrowing, repayment, interest, fees, and lender obligations, and includes various financial and operational covenants.
EX-10.A 3 g81040exv10wa.txt 364 DAY CREDIT AGREEMENT 02/25/03 EX-(10)(A) Conformed Copy ================================================================================ 364-DAY INTERIM CREDIT AGREEMENT dated as of February 25, 2003 among BROWN-FORMAN CORPORATION The Lenders Party Hereto BANC OF AMERICA BRIDGE LLC BANK ONE, NA, as Co-Syndication Agents and JPMORGAN CHASE BANK, as Administrative Agent --------------------------- J.P. MORGAN SECURITIES INC., as Lead Arranger and Sole Bookrunner ================================================================================ TABLE OF CONTENTS
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SCHEDULES: Schedule 2.01 -- Commitments Schedule 3.05 -- Disclosed Matters Schedule 6.01 -- Existing Indebtedness Schedule 6.02 -- Existing Liens EXHIBITS: Exhibit A -- Form of Assignment and Acceptance Exhibit B -- Form of Opinion of Borrower's Counsel -iv- 364-DAY INTERIM CREDIT AGREEMENT dated as of February 25, 2003 (the "Agreement"), among BROWN-FORMAN CORPORATION, a Delaware corporation, the LENDERS party hereto, BANC OF AMERICA BRIDGE LLC and BANK ONE, NA, as Co-Syndication Agents, and JPMORGAN CHASE BANK, as Administrative Agent. The Borrower has requested that the Lenders (such term, and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) extend credit to enable it to borrow on a revolving credit basis on and after the date hereof and at any time and from time to time prior to the Termination Date a principal amount not in excess of $700,000,000 at any time outstanding. The Borrower has also requested that the Lenders establish procedures pursuant to which the Borrower may invite the Lenders to bid on an uncommitted basis on short-term borrowings by the Borrower maturing on or prior to the Termination Date. The proceeds of borrowings hereunder are to be used (i) for working capital and general corporate purposes, (ii) to provide liquidity in connection with any commercial paper program of the Borrower and (iii) for the repurchase of the Borrower's Class A and Class B Common Stock pursuant to the tender offer commenced on February 4, 2003, as amended from time to time. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions herein set forth. Accordingly, the parties hereto agree as follows: ARTICLE I Definitions SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: "ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. "Administrative Agent" means JPMorgan Chase Bank, in its capacity as administrative agent for the Lenders hereunder. "Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent. "Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. "Alternate Base Rate" means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. "Applicable Percentage" means, with respect to any Lender, the percentage of the total Commitments represented by such Lender's Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments. "Applicable Rate" means, for any day, with respect to any ABR Loan or Eurodollar Revolving Loan, or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption "ABR Spread", "Eurodollar Spread" or "Facility Fee Rate", as the case may be, based upon the ratings by S&P and Moody's, respectively, applicable on such date to the Index Debt: