FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.7
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT (this First Amendment), dated as of July 19, 2006, among WYETH, a Delaware corporation (the Company), various lenders from time to time party to the Credit Agreement referred to below (the Lenders), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the Administrative Agent). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Company, the Lenders, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers and Joint Bookrunners, Citicorp USA Inc., as Syndication Agent, Commerzbank AG, New York and Grand Cayman Branches, UBS Loan Finance LLC and The Bank of Nova Scotia, as Co-Documentation Agents, and the Administrative Agent are parties to a Credit Agreement, dated as of August 3, 2005 (as amended, modified and/or supplemented to, but not including, the date hereof, the Credit Agreement); and
WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish to amend the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. | Amendments to Credit Agreement. |
1. The definition of Applicable Margin appearing in subsection 1.1 of the Credit Agreement is hereby amended by (i) deleting the text 0.100% appearing in the proviso within such definition and inserting the text 0.050% in lieu thereof, (ii) deleting the table appearing in said definition and inserting the following table in lieu thereof:
Rating | Eurodollar Rate Margin | ||
Category A Period | 0.125 | % | |
Category B Period | 0.140 | % | |
Category C Period | 0.180 | % | |
Category D Period | 0.270 | % | |
Category E Period | 0.350 | % | |
Category F Period | 0.425 | % |
and (iii) adding the following new sentence at the end of said definition:
It is understood and agreed that the Applicable Margin (as defined in this Agreement prior to the First Amendment Effective Date) shall apply for periods prior to the First Amendment Effective Date and the Applicable Margin (as defined in this Agreement on the First Amendment Effective Date) shall apply for periods on and after the First Amendment Effective Date..
2. Subsection 1.1 of the Credit Agreement is hereby further amended by deleting the definition of Facility Fee Percentage appearing in said subsection in its entirety and inserting the following new definitions in appropriate alphabetical order:
Facility Fee Percentage: a percentage equal to at any time (i) during a Category A Period, 0.050%, (ii) during a Category B Period, 0.060%, (iii) during a Category C Period, 0.070%, (iv) during a Category D Period, 0.080%, (v) during a Category E Period, 0.100% and (vi) during a Category F Period, 0.125%. It is understood and agreed that the Facility Fee Percentage (as defined in this Agreement prior to the First Amendment Effective Date) shall apply for periods prior to the First Amendment Effective Date and the Facility Fee Percentage (as defined in this Agreement on the First Amendment Effective Date) shall apply for periods on and after the First Amendment Effective Date.
First Amendment Effective Date: as defined in the First Amendment to Credit Agreement, dated as of July 19, 2006.
II. | Miscellaneous Provisions. |
1. In order to induce the Lenders to enter into this First Amendment, the Company hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below), both before and after giving effect to this First Amendment and (ii) all of the representations and warranties contained in the Credit Agreement are true and correct in all material respects on the First Amendment Effective Date, both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).
2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement.
3. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Company and the Administrative Agent.
4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
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5. This First Amendment shall become effective on the date (the First Amendment Effective Date) when the Company and each of the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip (facsimile number ###-###-####). The Administrative Agent will provide notice of the First Amendment Effective Date to the Lenders promptly upon the occurrence thereof.
6. From and after the First Amendment Effective Date, all references in the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.
WYETH | ||||
By: | /s/ Kenneth J. Martin | |||
Title: | Chief Financial Officer and Vice Chairman | |||
JPMORGAN CHASE BANK, N.A., | ||||
By: | /s/ Thomas T. Hou | |||
Title: | Vice President | |||
CITICORP USA, INC., | ||||
By: | /s/ William E. Clark | |||
Title: | Vice President and Managing Director | |||
THE BANK OF NOVA SCOTIA, | ||||
By: | /s/ Dana Maloney | |||
Title: | Managing Director | |||
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, | ||||
By: | /s/ Robert S. Taylor, Jr. | |||
Title: | Senior Vice President | |||
By: | /s/ Barbara Peters | |||
Title: | Assistant Treasurer |
UBS LOAN FINANCE LLC, Individually and as Co-Documentation Agent | ||||
By: | /s/ Richard L. Tavrow | |||
Title: | Director, Banking Products Services, U.S. | |||
By: | /s/ Irja R. Otsa | |||
Title: | Associate Director Banking Products Services, U.S. | |||
BANK OF AMERICA, N.A., | ||||
By: | /s/ Zubin R. Shroff | |||
Title: | Vice President | |||
BARCLAYS BANK PLC, | ||||
By: | /s/ Nicholas Bell | |||
Title: | Director | |||
WILLIAM STREET COMMITMENT CORPORATION, | ||||
By: | /s/ Mark Walton | |||
Title: | Assistant Vice President | |||
MORGAN STANLEY BANK, | ||||
By: | /s/ Daniel Twenge | |||
Title: | Authorized Signatory | |||
BANCA NAZIONALE DEL LAVORO, S.P.A., | ||||
By: | /s/ Donna La Spina | |||
Title: | Relationship Manager | |||
By: | /s/ Francesco Di Mario | |||
Title: | Senior Manager |
ABN AMRO BANK N.V. | ||||
By: | /s/ Alex Blodi | |||
Title: | Managing Director | |||
By: | /s/ Nick Zorin | |||
Title: | Associate | |||
THE BANK OF NEW YORK | ||||
By: | /s/ John M. Lokay, Jr. | |||
Title: | Vice President | |||
SANPAOLO IMI S.P.A. | ||||
By: | /s/ Renato Carducci | |||
Title: | General Manager | |||
By: | /s/ Luca Sacchi | |||
Title: | Vice President | |||
U.S. BANK N.A. | ||||
By: | /s/ Michael P. Dickman | |||
Title: | Vice President | |||
WACHOVIA BANK, N.A. | ||||
By: | /s/ Jeanette A. Griffin | |||
Title: | Director | |||
THE NORTHERN TRUST COMPANY | ||||
By: | /s/ John Konstantos | |||
Title: | Vice President | |||
BANCO POPULAR DE PUERTO RICO, NEW YORK BRANCH | ||||
By: | /s/ Hector J. Gonzalez | |||
Title: | Vice President |