EX-10.7 AMENDMENT NO. 1 TO CREDIT AGREEMENT 5-YR

EX-10.7 4 g86647exv10w7.txt EX-10.7 AMENDMENT NO. 1 TO CREDIT AGREEMENT 5-YR. 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 ---------------------------------------------- Name: Thomas Delbrook Title: Authorized Officer UNITED PARCEL SERVICE, INC., a New York corporation, as Guarantor By /s/ THOMAS DELBROOK ---------------------------------------------- Name: Thomas Delbrook Title: Authorized Officer UNITED PARCEL SERVICE, INC., an Ohio corporation, as Guarantor By /s/ THOMAS DELBROOK ---------------------------------------------- Name: Thomas Delbrook Title: Authorized Officer UNITED PARCEL SERVICE CO., a Delaware corporation, as Guarantor By /s/ THOMAS DELBROOK ---------------------------------------------- Name: Thomas Delbrook Title: Authorized Officer CITIBANK, N.A., as Administrative Agent, Syndication Agent and Lender By /s/ ROBERT A. DANZINGER ---------------------------------------------- Name: Robert A. Danzinger Title: Vice President BANK OF AMERICA, N.A., as Co-Documentation Agent and as Lender By /s/ CHAS MCDONELL ---------------------------------------------- Name: Chas McDonell Title: Managing Director BANK ONE, NA, as Co-Documentation Agent and as Lender By /s/ CHRISTOPHER C. CAVAIANI ---------------------------------------------- Name: Christopher C. Cavaiani Title: Director ABN AMRO BANK N.V., as Lender By /s/ ANGELA NOIQUE ---------------------------------------------- Name: Angela Noique Title: Vice President By /s/ TERRANCE J. WARD ---------------------------------------------- Name: Terrance J. Ward Title: Senior Vice President JPMORGAN CHASE BANK, as Lender By /s/ MATTHEW H. MASSIE ---------------------------------------------- Name: Matthew H. Massie Title: Managing Director BNP PARIBAS, as Lender By /s/ MIKE SHRYOCK ---------------------------------------------- Name: Mike Shryock Title: Director By /s/ AURORA ABELLA ---------------------------------------------- Name: Aurora Abella Title: Vice President Mellon Bank, N.A., as Lender (Type or print legal name of Lender) By /s/ DANIEL J. LENCKOS ---------------------------------------------- Name: Daniel J. Lenckos Title: First Vice President Royal Bank of Canada, as Lender By /s/ DANA DRATCH ---------------------------------------------- Name: Dana Dratch Title: Authorized Signatory Wells Fargo Bank, National Association, as Lender By /s/ WILLIAM J. DARBY ---------------------------------------------- Name: William J. Darby Title: Vice President By /s/ ALEX IDICHANDY ---------------------------------------------- Name: Alex Idichandy Title: Vice President BARCLAYS BANK PLC, as Lender By /s/ DOUGLAS BERNEGGER ---------------------------------------------- Name: Douglas Bernegger Title: Director Dresdner Bank AG, New York and Grand Cayman Branches, as Lender By /s/ DEBORAH CARLSON ---------------------------------------------- Name: Deborah Carlson Title: Director By /s/ STEPHEN KOVACH ---------------------------------------------- Name: Stephen Kovach Title: Vice President Standard Chartered Bank, as Lender (Type or print legal name of Lender) By /s/ ANDREW NG ---------------------------------------------- Name: Andrew Ng Title: Vice President, Senior Credit Documentation Officer and Middle Office Support By /s/ ANTONY JACOB ---------------------------------------------- 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 ---------------------------------------------- Name: Jay Chall Title: Director By /s/ KARL STUDER ---------------------------------------------- Name: Karl Studer Title: Director Merrill Lynch Bank USA, as Lender By /s/ LOUIS ALDER ---------------------------------------------- Name: Louis Alder Title: Vice President UBS AG, Cayman Islands Branch, as Lender By /s/ PATRICIA O'KICKI ---------------------------------------------- Name: Patricia O'Kicki Title: Director By /s/ WILFRED V. SAINT ---------------------------------------------- Name: Wilfred V. Saint Title: Associate Director Banking Products Services, US