FIVE YEAR CREDIT AGREEMENT 10/19/01

EX-10.C 5 g81040exv10wc.txt FIVE YEAR CREDIT AGREEMENT 10/19/01 EX-10(C) CONFORMED COPY ================================================================================ FIVE-YEAR CREDIT AGREEMENT dated as of October 19, 2001 among BROWN-FORMAN CORPORATION The Lenders Party Hereto BANK OF AMERICA, N.A. BANK ONE, NA, as Co-Syndication Agents NATIONAL CITY BANK OF KENTUCKY SUNTRUST BANK, as Co-Documentation Agents and THE CHASE MANHATTAN BANK, as Administrative Agent --------------------------- J.P. MORGAN SECURITIES INC., as Arranger ================================================================================ TABLE OF CONTENTS

-i- ARTICLE III Representations and Warranties

-ii- ARTICLE VI Negative Covenants

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 -iii- FIVE-YEAR CREDIT AGREEMENT dated as of October 19, 2001 among BROWN-FORMAN CORPORATION, a Delaware corporation, the LENDERS party hereto, BANK OF AMERICA, N.A. and BANK ONE, NA, as Co-Syndication Agents, NATIONAL CITY BANK OF KENTUCKY and SUNTRUST BANK, as Co-Documentation Agents, and THE CHASE MANHATTAN BANK, as Administrative Agent. The Borrower (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned to it in Article I) has requested the Lenders to establish the credit facility provided for herein under which the Borrower may obtain Revolving Loans and Competitive Loans in an aggregate principal amount of up to $200,000,000, and to establish the credit facility provided for in the 364-Day Credit Agreement under which the Borrower may obtain Revolving Loans and Competitive Loans in an aggregate principal amount of up to $200,000,000. Such Loans will be used for working capital and general corporate purposes and to provide liquidity in connection with any commercial paper program of the Borrower. The Lenders are willing to establish such credit facilities upon the terms and subject to the conditions set forth herein. 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 The Chase Manhattan 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 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 "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: