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Full Doc
 | 2004 |
Credit Agreement
Credit Agreement (217K)
Doc #361821: Click preview link for longer preview.
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTIES HERETO,
J.P. MORGAN SECURITIES INC.
AND
CITIGROUP GLOBAL MARKETS INC.,
as Co-Lead Arrangers and Joint Bookrunners,
CITICORP NORTH AMERICA, INC.,
as Syndication Agent,
THE BANK OF NOVA SCOTIA,
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES AND
UBS AG, CAYMAN ISLANDS BRANCH,
as Co-Documentation Agents
and
JPMORGAN CHASE BANK,
as Administrative Agent
---------------------------------------
Dated as of February 11, 2004
---------------------------------------
================================================================================
{PAGE}
CREDIT AGREEMENT, dated as of February 11, 2004, among WYETH, a Delaware
corporation (the "Company"), the several banks and other financial institutions
from time to time parties to this Agreement (collectively, the "Lenders";
individually, a "Lender"), J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL
MARKETS INC., as co-lead arrangers and joint bookrunners (in such capacity, the
"Co-Lead Arrangers"), CITICORP NORTH AMERICA, INC., a New York banking
corporation, as syndication agent (in such capacity, the "Syndication Agent"),
THE BANK OF NOVA SCOTIA, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and
UBS AG, CAYMAN ISLANDS BRANCH, as co-documentation agents (in such capacity, the
"Co-Documentation Agents") and JPMORGAN CHASE BANK, a New York banking
corporation, as administrative agent for the Lenders hereunder (in such
capacity, the "Administrative Agent").
W I T N E S S E T H:
--------------------
WHEREAS, the Company has requested the Lenders to make loans to it in an
amount up to $1,747,500,000 as more particularly described herein;
WHEREAS, the Lenders are willing to make such loans on the terms and
conditions contained herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms.
--------------
As used in this Agreement, terms defined in the preamble to this
Agreement have the meanings therein indicated, and the following terms have
the following meanings:
"Absolute Rate Bid Loan Request": any Bid Loan Request requesting the
Bid Loan Lenders to offer to make Bid Loans at an absolute rate (as opposed
to a rate composed of the Applicable Index Rate plus (or minus) a margin).
"Adjusted Capitalization": at any time, the sum of Consolidated
Adjusted Indebtedness plus Consolidated Net Worth.
"Administrative Agent": as defined in the first paragraph of this
Agreement.
"Affiliate": as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, a Person shall be
deemed to be "controlled by" a Person if such Person possesses, directly or
indirectly, power either (a) to vote 10% or more of the securities having
ordinary voting power for the election of directors of such Person or (b)
to direct or cause the direction of the management and policies of such
Person whether by contract or otherwise.
1
{PAGE}
"Aggregate Commitments": at any time the sum of the Commitments then
in effect hereunder.
"Aggregate Facilities Commitments": at any time the sum of the
Aggregate Commitments then in effect hereunder and of the commitments then
in effect under the 3-Year Credit Agreement.
"Aggregate Loans": at a particular time, the sum of the then aggregate
outstanding principal amount of Committed Rate Loans and Bid Loans.
"Agreement": this Credit Agreement, as amended, supplemented or
modified from time to time in accordance with its terms.
"Alternate Base Rate": for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Base C/D Rate
in effect on such day plus 1% and (c) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall
mean the rate of interest per annum publicly announced from time to time by
JPMCB as its prime rate in effect at its principal office in New York City
(each change in the Prime Rate to be effective on the date such change is
publicly announced); "Base C/D Rate" shall mean the sum (rounded upwards,
if necessary, to the next 1/16 of 1%) of (a) the product of (i) the
Three-Month Secondary C/D Rate and (ii) a fraction, the numerator of which
is one and the denominator of which is one minus the C/D Reserve Percentage
and (b) the C/D Assessment Rate; "Three-Month Secondary C/D Rate" shall
mean, for any day, the secondary market rate for three-month certificates
of deposit reported as being in effect on such day (or, if such day shall
not be a Business Day, the immediately preceding Business Day) by the Board
of Governors of the Federal Reserve System (the "Board") through the public
information telephone line of the Federal Reserve Bank of New York (which
rate will, under the current practices of the Board of Governors of the
Federal Reserve System, be published in Federal Reserve Statistical Release
H.15(519) during the week following such day), or, if such rate shall not
be so reported on such day or such immediately preceding Business Day, the
average of the secondary market quotations for three-month certificates of
deposit of major money center banks in New York City received at
approximately 10:00 A.M., New York City time, on such day (or, if such day
shall not be a Business Day, on the immediately preceding Business Day) by
the Administrative Agent from three New York City negotiable certificate of
deposit dealers of recognized standing selected by it; and "Federal Funds
Effective Rate" shall mean, for any day, the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published on the next succeeding Business Day, the
average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized
standing selected by it. If for any reason the Administrative Agent shall
have determined (which determination shall be conclusive in the absence of
manifest error) that it is unable to ascertain the Base C/D Rate or the
Federal Funds Effective Rate, or both, for any reason, including the
inability or failure of the Administrative Agent to obtain sufficient
quotations in accordance with the terms thereof, the Alternate Base Rate
2
{PAGE}
shall be determined without regard to clause (b) or (c), or both, of the
first sentence of this definition, as appropriate, until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate
Base Rate due to a change in the Prime Rate, the Three-Month Secondary C/D
Rate or the Federal Funds Effective Rate shall be effective on the opening
of business on the date of such change.
"Alternate Base Rate Loans": Committed Rate Loans that bear interest
at an interest rate based on the Alternate Base Rate.
"Applicable Index Rate": in respect of any Bid Loan requested pursuant
to an Index Rate Bid Loan Request, the Eurodollar Rate applicable to the
Interest Period for such Bid Loan.
"Applicable Margin": for any day, (x) in the case of Alternate Base
Rate Loans, the rate per annum that is the higher of (i) 0% and (ii) 1.25%
less than the Applicable Margin for Eurodollar Loans at such time and (y)
in the case of Eurodollar Loans, the rate per annum set forth below
opposite the Rating Period then in effect, provided that during a
Significant Usage Period, the Applicable Margin for all such Loans shall be
increased by .250%:
Eurodollar
Rating Rate
Period Margin
361821
|
Wyeth
As referenced in this Credit Agreement:
WYETH, – {DOCUMENT}
{TYPE}EX-10.7
{SEQUENCE}5
{FILENAME}credagr.txt
{DESCRIPTION}5-YEAR CREDIT AGREEMENT
{TEXT}
[CONFORMED COPY]
[5-Year Credit Facility]
================================================================================
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTIES HERETO,
J.P. MORGAN SECURITIES INC.
AND
CITIGROUP GLOBAL MARKETS INC.,
as Co-Lead Arrangers and Joint Bookrunners,
CITICORP NORTH AMERICA, INC.,
as Syndication Agent,
THE
_____________
WYETH, – CAYMAN ISLANDS BRANCH,
as Co-Documentation Agents
and
JPMORGAN CHASE BANK,
as Administrative Agent
---------------------------------------
Dated as of February 11, 2004
---------------------------------------
================================================================================
{PAGE}
CREDIT AGREEMENT, dated as of February 11, 2004, among WYETH, a Delaware
corporation (the "Company"), the several banks and other financial institutions
from time to time parties to this Agreement (collectively, the "Lenders";
individually, a "Lender"), J.P. MORGAN
_____________
Wyeth
– in the case of the Lenders, or to such other address as
may be hereafter notified by the respective parties hereto and any future
holders of the Loans:
The Company: Wyeth
Five Giralda Farms
Madison, New Jersey 07940
Attention: Vice President and Treasurer
Telecopier: (973) 660-7174
Telephone: (973) 660-5402
44
{PAGE}
with a copy to: Senior Vice President
_____________
WYETH
– caused this Agreement to be
duly executed and delivered in New York, New York by its proper and duly
authorized officers as of the day and year first above written.
WYETH
By: /s/ Jack M. O'Connor
-------------------------------------
Title: Vice President & Treasurer
JPMORGAN CHASE BANK,
Individually and as Administrative
Agent
By: /s/ Robert Anastasio
-------------------------------------
Title: Vice President
CITICORP NORTH AMERICA, INC.,
_____________
dt 1491794
;
ABN AMRO Bank
As referenced in this Credit Agreement:
ABN AMRO BANK N.V.
– FINANCE, Individually and as
Co-Documentation Agent
By: /s/ Joselin Fernandes
-------------------------------------
Title: Associate Director
Banking Products Services
{PAGE}
By: /s/ Barbara Ezell-McMichael
-------------------------------------
Title: Associate Director
Banking Products Services, US
ABN AMRO BANK N.V.
By: /s/ Eric Oppenheimer
-------------------------------------
Title: Vice President
By: /s/ Todd J. Miller
-------------------------------------
Title: Assistant Vice President
SAN PAOLO IMI S.P.A.
By: /s/ Renato Carducci
-------------------------------------
Title: General Manager
_____________
ABN Amro Bank, N.V. – 000.00
The Bank of Nova Scotia $200,000,000.00
Commerzbank AG, New York and Grand $200,000,000.00
Cayman Branches
UBS Loan Finance $200,000,000.00
ABN Amro Bank, N.V. $50,000,000.00
SANPAOLO IMI S.p.A. $50,000,000.00
U.S. Bank N.A. $50,000,000.00
Wachovia Bank, N.A. $50,000,000.
_____________
ABN Amro Bank N.V. – 212) 266-7708
Facsimile: (212) 266-7594
UBS Loan Finance 677 Washington Boulevard
Stamford, Connecticut 06901
Attention: Marie Haddad
Telephone: (203) 719-5609
Facsimile: (203) 719-3888
{PAGE}
Schedule III
------------
ABN Amro Bank N.V. 500 Park Avenue
New York, New York 10022
Attention: Pam Del Vecchio
Telephone: (212) 446-4289
Facsimile: (212) 832-7129
San Paolo IMI S.P.A. 245 Park Avenue
_____________
dt 794220
;
Citibank
As referenced in this Credit Agreement:
Citibank, N.A. – definition of
Alternate Base Rate.
"3-Year Credit Agreement": the Credit Agreement, dated as of March 3,
2003, among the Company, the lenders party thereto, JPMCB, as
administrative agent and Citibank, N.A. , as syndication agent, as in effect
from time to time.
"3-Year Credit Agreement Amendment": the First Amendment to the
3-Year Credit Agreement, dated as of February 11,
_____________
Citibank, N.A. – Credit Agreement Amendment": the First Amendment to the
3-Year Credit Agreement, dated as of February 11, 2004, among the
Company, the lenders party thereto, JPMCB, as administrative agent and
Citibank, N.A. , as syndication agent.
"Tier I": at any time when at least two of the Short-Term Ratings are
at or above the A-1, P-1 or F-1
_____________
dt 803449
;
|
Citicorp
As referenced in this Credit Agreement:
CITICORP NORTH AMERICA, INC – COPY]
[5-Year Credit Facility]
================================================================================
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTIES HERETO,
J.P. MORGAN SECURITIES INC.
AND
CITIGROUP GLOBAL MARKETS INC.,
as Co-Lead Arrangers and Joint Bookrunners,
CITICORP NORTH AMERICA, INC .,
as Syndication Agent,
THE BANK OF NOVA SCOTIA,
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES AND
UBS AG, CAYMAN ISLANDS BRANCH,
as Co-Documentation Agents
and
JPMORGAN CHASE
_____________
CITICORP NORTH AMERICA, INC – collectively, the "Lenders";
individually, a "Lender"), J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL
MARKETS INC., as co-lead arrangers and joint bookrunners (in such capacity, the
"Co-Lead Arrangers"), CITICORP NORTH AMERICA, INC ., a New York banking
corporation, as syndication agent (in such capacity, the "Syndication Agent"),
THE BANK OF NOVA SCOTIA, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and
UBS
_____________
Citicorp North America, Inc – Period, the
Category B Period, the Category C Period, the Category D Period, the
Category E Period or the Category F Period as then in effect.
"Reference Lenders": JPMCB and Citicorp North America, Inc .
"Register": as defined in subsection 8.6(d).
12
{PAGE}
"Reorganization": with respect to any Multiemployer Plan, the
condition that such Plan is in reorganization within the meaning of
_____________
CITICORP NORTH AMERICA, INC – year first above written.
WYETH
By: /s/ Jack M. O'Connor
-------------------------------------
Title: Vice President & Treasurer
JPMORGAN CHASE BANK,
Individually and as Administrative
Agent
By: /s/ Robert Anastasio
-------------------------------------
Title: Vice President
CITICORP NORTH AMERICA, INC .,
Individually and as Syndication
Agent
By: /s/ Wajeeh Faheen
-------------------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA, Individually
and as Co-Documentation Agent
By: /s/ Carolyn A. Calloway
-------------------------------------
Title:
_____________
Citicorp North America, Inc – Jay Levit
-------------------------------------
Title: Vice President, Global
Corporate Banking
By: /s/ John Martini
-------------------------------------
Title: Vice President, Corporate
Banking
{PAGE}
SCHEDULE I
----------
COMMITMENTS
-----------
Lender Commitment
------ ---------------
JPMorgan Chase Bank $375,000,000.00
Citicorp North America, Inc . $375,000,000.00
The Bank of Nova Scotia $200,000,000.00
Commerzbank AG, New York and Grand $200,000,000.00
Cayman Branches
UBS Loan Finance $200,
_____________
dt 802705
;
 Banco Bilbao
As referenced in this Credit Agreement:
BANCO BILBAO VIZCAYA ARGENTARIA, S – POPULAR DE PUERTO RICO, NEW YORK
BRANCH
By: /s/ Hector J. Gonzalez
-------------------------------------
Title: Vice President
THE GOVERNOR AND COMPANY OF THE BANK
OF IRELAND
By: /s/ F. McDonald
-------------------------------------
Title: Director
BANCO BILBAO VIZCAYA ARGENTARIA, S .A.,
NEW YORK BRANCH
By: /s/ Jay Levit
-------------------------------------
Title: Vice President, Global
Corporate Banking
By: /s/ John Martini
-------------------------------------
Title: Vice President, Corporate
Banking
{PAGE}
SCHEDULE I
----------
COMMITMENTS
-----------
Lender Commitment
------ ---------------
_____________
Banco Bilbao Vizcaya Argentaria, S – 4677
The Governor and Company of the Bank of Lower Baggot St.
Ireland Dublin 2 Ireland 99999
Attention: Ciaran Doyle
Telephone: (353) 1 604-4142
Facsimile: (353) 1 604-4240
Banco Bilbao Vizcaya Argentaria, S .A., 1345 Avenue of the Americas
New York Branch 45th Floor
New York, New York 10105
Attention: Hector Villegas
Telephone: (212) 728-1513
Facsimile: (212) 333-2904
{PAGE}
Table
_____________
dt 1320460
;
More... |
Preview
Full Doc
| 2003 |
Credit Agreement
Credit Agreement (191K)
Doc #361850: Click preview link for longer preview.
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTIES HERETO
J.P. MORGAN SECURITIES INC.
AND
SALOMON SMITH BARNEY INC.,
as Co-Lead Arrangers and Joint Book Managers
CITIBANK, N.A.,
as Syndication Agent
THE BANK OF NOVA SCOTIA,
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES AND
UBS AG, STAMFORD BRANCH,
as Co-Documentation Agents
and
JPMORGAN CHASE BANK,
as Administrative Agent
-------------------------------------------------------------------------------
Dated as of March 3, 2003
-------------------------------------------------------------------------------
CREDIT AGREEMENT, dated as of March 3, 2003, among WYETH, a Delaware
corporation (the "Company"), the several banks and other financial institutions
from time to time parties to this Agreement (collectively, the "Lenders";
individually, a "Lender"), CITIBANK, N.A., a national banking corporation, as
syndication agent (in such capacity, the "Syndication Agent"), THE BANK OF NOVA
SCOTIA, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and UBS AG, STAMFORD
BRANCH, as co-documentation agents (in such capacity, the "Co-Documentation
Agents") and JPMORGAN CHASE BANK, a New York banking corporation, as
administrative agent for the Lenders hereunder (in such capacity, the
"Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Company has requested the Lenders to make loans to it in an
amount up to $1,350,000,000 as more particularly described herein;
WHEREAS, the Lenders are willing to make such loans on the terms and
conditions contained herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms. As used in this Agreement, terms defined in the preamble
to this Agreement have the meanings therein indicated, and the following terms
have the following meanings:
"Absolute Rate Bid Loan Request": any Bid Loan Request requesting the Bid
Loan Lenders to offer to make Bid Loans at an absolute rate (as opposed to a
rate composed of the Applicable Index Rate plus (or minus) a margin).
"Adjusted Capitalization": at any time, the sum of Consolidated Adjusted
Indebtedness plus Consolidated Net Worth.
"Administrative Agent": as defined in the first paragraph of this
Agreement.
"Affiliate": as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, a Person shall be deemed to be
"controlled by" a Person if such Person possesses, directly or indirectly, power
either (a) to vote 10% or more of the securities having ordinary voting power
for the election of directors of such Person or (b) to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise.
"Aggregate Commitments": at any time the sum of the Commitments then in
effect hereunder.
"Aggregate Facilities Commitments": at any time the sum of the Aggregate
Commitments then in effect hereunder and of the commitments then in effect under
the 364-Day Credit Agreement.
"Aggregate Loans": at a particular time, the sum of the then aggregate
outstanding principal amount of Committed Rate Loans and Bid Loans.
"Agreement": this Credit Agreement, as amended, supplemented or modified
from time to time in accordance with its terms.
"Alternate Base Rate": for any day, a rate per annum equal to the greatest
of (a) the Prime Rate in effect on such day, (b) the Base C/D Rate in effect on
such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall mean the rate of
interest per annum publicly announced from time to time by JPMCB as its prime
rate in effect at its principal office in New York City (each change in the
Prime Rate to be effective on the date such change is publicly announced); "Base
C/D Rate" shall mean the sum (rounded upwards, if necessary, to the next 1/16 of
1%) of (a) the product of (i) the Three-Month Secondary C/D Rate and (ii) a
fraction, the numerator of which is one and the denominator of which is one
minus the C/D Reserve Percentage and (b) the C/D Assessment Rate; "Three-Month
Secondary C/D Rate" shall mean, for any day, the secondary market rate for
three-month certificates of deposit reported as being in effect on such day (or,
if such day shall not be a Business Day, the immediately preceding Business Day)
by the Board of Governors of the Federal Reserve System (the "Board") through
the public information telephone line of the Federal Reserve Bank of New York
(which rate will, under the current practices of the Board of Governors of the
Federal Reserve System, be published in Federal Reserve Statistical Release
H.15(519) during the week following such day), or, if such rate shall not be so
reported on such day or such immediately preceding Business Day, the average of
the secondary market quotations for three-month certificates of deposit of major
money center banks in New York City received at approximately 10:00 A.M., New
York City time, on such day (or, if such day shall not be a Business Day, on the
immediately preceding Business Day) by the Administrative Agent from three New
York City negotiable certificate of deposit dealers of recognized standing
selected by it; and "Federal Funds Effective Rate" shall mean, for any day, the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published on the next succeeding Business Day,
the average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it. If for any reason the Administrative Agent shall have determined
(which determination shall be conclusive in the absence of manifest error) that
it is unable to ascertain the Base C/D Rate or the Federal Funds Effective Rate,
or both, for any reason, including the inability or failure of the
Administrative Agent to obtain sufficient quotations in accordance with the
terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) or (c), or both, of the first sentence of this definition, as
appropriate, until the circumstances giving rise to such inability no longer
exist. Any change in the Alternate Base Rate due to a change in the Prime Rate,
the Three-Month Secondary C/D Rate or the Federal Funds Effective Rate shall be
effective on the opening of business on the date of such change.
"Alternate Base Rate Loans": Committed Rate Loans that bear interest at an
interest rate based on the Alternate Base Rate.
"Applicable Index Rate": in respect of any Bid Loan requested pursuant to
an Index Rate Bid Loan Request, the Eurodollar Rate applicable to the Interest
Period for such Bid Loan.
"Applicable Margin": for any day, (x) in the case of Alternate Base Rate
Loans, the rate per annum that is the higher of (i) 0% and (ii) 1.25% less than
the Applicable Margin for Eurodollar Loans at such time and (y) in the case of
Eurodollar Loans, the rate per annum set forth below opposite the Rating Period
then in effect, provided that during a Significant Usage Period, the Applicable
Margin for all such Loans shall be increased by .250%:
Eurodollar
Rating Rate
Period Margin
361850
|
Wyeth
As referenced in this Credit Agreement:
WYETH, – {DOCUMENT}
{TYPE}EX-10.5
{SEQUENCE}4
{FILENAME}credit3yr.txt
{DESCRIPTION}CREDIT AGREEMENT (3 YEAR)
{TEXT}
EXECUTION COPY
[3-Year Credit Facility]
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTIES HERETO
J.P. MORGAN SECURITIES INC.
AND
SALOMON SMITH BARNEY INC.,
as Co-Lead Arrangers and Joint Book Managers
CITIBANK, N.A.,
as Syndication Agent
THE
_____________
WYETH, – UBS AG, STAMFORD BRANCH,
as Co-Documentation Agents
and
JPMORGAN CHASE BANK,
as Administrative Agent
-------------------------------------------------------------------------------
Dated as of March 3, 2003
-------------------------------------------------------------------------------
CREDIT AGREEMENT, dated as of March 3, 2003, among WYETH, a Delaware
corporation (the "Company"), the several banks and other financial institutions
from time to time parties to this Agreement (collectively, the "Lenders";
individually, a "Lender"), CITIBANK, N.A.,
_____________
Wyeth
– in the case
of the Lenders, or to such other address as may be hereafter notified by the
respective parties hereto and any future holders of the Loans:
The Company:
Wyeth
Five Giralda Farms
Madison, New Jersey 07940
Attention: Vice President and Treasurer
Telecopier: (973) 660-7174
Telephone: (973) 660-5402
with a copy to:
Executive Vice President and General
_____________
WYETH
– caused this
Agreement to be duly executed and delivered in New York, New York by its proper
and duly authorized officers as of the day and year first above written.
WYETH
By:___________________________________
Name:
Title:
JPMORGAN CHASE BANK,
Individually and as Administrative Agent
By:___________________________________
Name:
Title:
CITIBANK, N.A., Individually and as Syndication Agent
By:___________________________________
Name:
Title:
{PAGE}
_____________
dt 1491806
;
ABN AMRO Bank
As referenced in this Credit Agreement:
ABN AMRO BANK N.V.
– SAN PAOLO IMI S.P.A.
By:___________________________________
Name:
Title:
{PAGE}
U.S. BANK N.A.
By:___________________________________
Name:
Title:
{PAGE}
WACHOVIA BANK, NATIONAL ASSOCIATION
By:___________________________________
Name:
Title:
{PAGE}
ABN AMRO BANK N.V.
By:___________________________________
Name:
Title:
{PAGE}
CREDIT AGRICOLE INDOSUEZ
By:___________________________________
Name:
Title:
{PAGE}
MELLON BANK, N.A.
By:___________________________________
Name:
Title:
{PAGE}
THE NORTHERN TRUST COMPANY,
By:___________________________________
Name:
_____________
ABN Amro Bank N.V. – 000,000.00
SAN PAOLO IMI S.p.A. $50,000,000.00
U.S. Bank N.A. $50,000,000.00
Wachovia Bank, National Association $50,000,000.00
ABN Amro Bank N.V. $45,000,000.00
Credit Agricole Indosuez $37,500,000.00
Mellon Bank, N.A. $37,500,000.00
The Northern Trust Company $37,500,000.00
Banco Popular
_____________
ABN Amro Bank N.V.
– Telephone: (513) 632-4073
Facsimile: (513) 632-2068
Wachovia Bank, National Association
191 Peachtree St. NE
Atlanta, GA 30303
Attention: Keith Burson
Telephone: (312) 574-5965
Facsimile: (312) 574-5970
ABN Amro Bank N.V.
208 South Lasalle Street, Suite 1500
Chicago, IL 60604
Attention: Henry Sosa
Telephone: (212) 409-1488
Facsimile: (212) 409-1641
{PAGE}
Credit Agricole Indosuez
55 East Monroe, 47th Floor
_____________
dt 794222
;
Citibank
As referenced in this Credit Agreement:
CITIBANK, N.A. – 3-Year Credit Facility]
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTIES HERETO
J.P. MORGAN SECURITIES INC.
AND
SALOMON SMITH BARNEY INC.,
as Co-Lead Arrangers and Joint Book Managers
CITIBANK, N.A. ,
as Syndication Agent
THE BANK OF NOVA SCOTIA,
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES AND
UBS AG, STAMFORD BRANCH,
as Co-Documentation Agents
and
JPMORGAN CHASE BANK,
_____________
CITIBANK, N.A. – 3, 2003, among WYETH, a Delaware
corporation (the "Company"), the several banks and other financial institutions
from time to time parties to this Agreement (collectively, the "Lenders";
individually, a "Lender"), CITIBANK, N.A. , a national banking corporation, as
syndication agent (in such capacity, the "Syndication Agent"), THE BANK OF NOVA
SCOTIA, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and UBS AG,
_____________
Citibank, N.A. – of the Category A Period, the Category B
Period, the Category C Period, the Category D Period or the Category E Period as
then in effect.
"Reference Lenders": JPMCB and Citibank, N.A.
"Register": as defined in subsection 8.6(d).
"Reorganization": with respect to any Multiemployer Plan, the condition
that such Plan is in reorganization within the meaning of such term
_____________
Citibank, N.A. – the provisions of this Agreement.
"364-Day Credit Agreement": the Credit Agreement, dated as of March 3,
2003, among the Company, the lenders party thereto, JPMCB, as administrative
agent and Citibank, N.A. , as syndication agent, as in effect from time to time.
"Three-Month Secondary C/D Rate": as defined in the definition of Alternate
Base Rate.
"Tier I": at any
_____________
CITIBANK, N.A. – and duly authorized officers as of the day and year first above written.
WYETH
By:___________________________________
Name:
Title:
JPMORGAN CHASE BANK,
Individually and as Administrative Agent
By:___________________________________
Name:
Title:
CITIBANK, N.A. , Individually and as Syndication Agent
By:___________________________________
Name:
Title:
{PAGE}
THE BANK OF NOVA SCOTIA, Individually and as
Co-Documentation Agent
By:___________________________________
Name:
Title:
{PAGE}
COMMERZBANK AG, NEW
_____________
dt 803450
;
|
Banco Bilbao
As referenced in this Credit Agreement:
BANCO BILBAO VIZCAYA ARGENTARIA, S – TRUST COMPANY,
By:___________________________________
Name:
Title:
{PAGE}
BANCO POPULAR DE PUERTO RICO
By:___________________________________
Name:
Title:
{PAGE}
THE GOVERNOR AND COMPANY OF BANK OF IRELAND
By:___________________________________
Name:
Title:
{PAGE}
BANCO BILBAO VIZCAYA ARGENTARIA, S .A.
By: ___________________________________
Name:
Title:
{PAGE}
SCHEDULE I
COMMITMENTS
Lender Commitment
JPMorgan Chase Bank $175,000,000.00
Citibank, N.A. $175,000,000.00
The Bank of Nova
_____________
Banco Bilbao Vizcaya Argentaria, S – N.A. $37,500,000.00
The Northern Trust Company $37,500,000.00
Banco Popular de Puerto Rico $25,000,000.00
Bank of Ireland $25,000,000.00
Banco Bilbao Vizcaya Argentaria, S .A. $15,000,000.00
Total $1,350,000,000.00
BANK ADDRESSES AND LENDING OFFICES
JPMorgan Chase Bank
270 Park Avenue
New York, New York 10017
Attention: Dawn
_____________
dt 1320461
;
Bank of Ireland
As referenced in this Credit Agreement:
BANK OF IRELAND
– A.
By:___________________________________
Name:
Title:
{PAGE}
THE NORTHERN TRUST COMPANY,
By:___________________________________
Name:
Title:
{PAGE}
BANCO POPULAR DE PUERTO RICO
By:___________________________________
Name:
Title:
{PAGE}
THE GOVERNOR AND COMPANY OF BANK OF IRELAND
By:___________________________________
Name:
Title:
{PAGE}
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
By: ___________________________________
Name:
Title:
{PAGE}
SCHEDULE I
COMMITMENTS
Lender Commitment
JPMorgan Chase Bank $175,000,000.00
Citibank,
_____________
Bank of Ireland – Indosuez $37,500,000.00
Mellon Bank, N.A. $37,500,000.00
The Northern Trust Company $37,500,000.00
Banco Popular de Puerto Rico $25,000,000.00
Bank of Ireland $25,000,000.00
Banco Bilbao Vizcaya Argentaria, S.A. $15,000,000.00
Total $1,350,000,000.00
BANK ADDRESSES AND LENDING OFFICES
JPMorgan Chase Bank
270
_____________
Bank of Ireland
– 557-1498
Facsimile: (312) 444-5055
Banco Popular de Puerto Rico
7 West 51st Street
New York, NY 10019
Attention: Hector Gonzalez
Telephone: (212) 445-1988
Facsimile: (212) 245-4677
Bank of Ireland
Bank of Ireland Corp. Banking
Block B2, Lower Baggot Street
Dublin 2, Ireland
Attention: Fran Collins
Telephone: 00 353 1 604 4141
Facsimile: 00 353 1 604 4240
Banco
_____________
Bank of Ireland – 312) 444-5055
Banco Popular de Puerto Rico
7 West 51st Street
New York, NY 10019
Attention: Hector Gonzalez
Telephone: (212) 445-1988
Facsimile: (212) 245-4677
Bank of Ireland
Bank of Ireland Corp. Banking
Block B2, Lower Baggot Street
Dublin 2, Ireland
Attention: Fran Collins
Telephone: 00 353 1 604 4141
Facsimile: 00 353 1 604 4240
Banco Bilbao Vizcaya Argentaria
1345
_____________
dt 765991
;
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Credit Agreement
Credit Agreement (198K)
Doc #361851: Click preview link for longer preview.
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTIES HERETO
J.P. MORGAN SECURITIES INC.
AND
SALOMON SMITH BARNEY INC.,
as Co-Lead Arrangers and Joint Book Managers
CITIBANK, N.A.,
as Syndication Agent
THE BANK OF NOVA SCOTIA,
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES AND
UBS AG, STAMFORD BRANCH,
as Co-Documentation Agents
and
JPMORGAN CHASE BANK,
as Administrative Agent
-------------------------------------------------------------------------------
Dated as of March 3, 2003
-------------------------------------------------------------------------------
CREDIT AGREEMENT, dated as of March 3, 2003, among WYETH, a Delaware
corporation (the "Company"), the several banks and other financial institutions
from time to time parties to this Agreement (collectively, the "Lenders";
individually, a "Lender"), CITIBANK, N.A., a national banking corporation, as
syndication agent (in such capacity, the "Syndication Agent"), THE BANK OF NOVA
SCOTIA, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and UBS AG, STAMFORD
BRANCH, as co-documentation agents (in such capacity, the "Co-Documentation
Agents") and JPMORGAN CHASE BANK, a New York banking corporation, as
administrative agent for the Lenders hereunder (in such capacity, the
"Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Company has requested the Lenders to make loans to it in an
amount up to $1,350,000,000 as more particularly described herein;
WHEREAS, the Lenders are willing to make such loans on the terms and
conditions contained herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms. As used in this Agreement, terms defined in the preamble to
this Agreement have the meanings therein indicated, and the following terms have
the following meanings:
"Absolute Rate Bid Loan Request": any Bid Loan Request requesting the
Bid Loan Lenders to offer to make Bid Loans at an absolute rate (as opposed
to a rate composed of the Applicable Index Rate plus (or minus) a margin).
"Adjusted Capitalization": at any time, the sum of Consolidated
Adjusted Indebtedness plus Consolidated Net Worth.
"Administrative Agent": as defined in the first paragraph of this
Agreement.
"Affiliate": as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, a Person shall be
deemed to be "controlled by" a Person if such Person possesses, directly or
indirectly, power either (a) to vote 10% or more of the securities having
ordinary voting power for the election of directors of such Person or (b)
to direct or cause the direction of the management and policies of such
Person whether by contract or otherwise.
"Aggregate Commitments": at any time the sum of the Commitments then
in effect hereunder.
"Aggregate Facilities Commitments": at any time the sum of the
Aggregate Commitments then in effect hereunder and of the commitments then
in effect under the 3-Year Credit Agreement.
"Aggregate Loans": at a particular time, the sum of the then aggregate
outstanding principal amount of Committed Rate Loans and Bid Loans.
"Agreement": this Credit Agreement, as amended, supplemented or
modified from time to time in accordance with its terms.
"Alternate Base Rate": for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Base C/D Rate
in effect on such day plus 1% and (c) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall
mean the rate of interest per annum publicly announced from time to time by
JPMCB as its prime rate in effect at its principal office in New York City
(each change in the Prime Rate to be effective on the date such change is
publicly announced); "Base C/D Rate" shall mean the sum (rounded upwards,
if necessary, to the next 1/16 of 1%) of (a) the product of (i) the
Three-Month Secondary C/D Rate and (ii) a fraction, the numerator of which
is one and the denominator of which is one minus the C/D Reserve Percentage
and (b) the C/D Assessment Rate; "Three-Month Secondary C/D Rate" shall
mean, for any day, the secondary market rate for three-month certificates
of deposit reported as being in effect on such day (or, if such day shall
not be a Business Day, the immediately preceding Business Day) by the Board
of Governors of the Federal Reserve System (the "Board") through the public
information telephone line of the Federal Reserve Bank of New York (which
rate will, under the current practices of the Board of Governors of the
Federal Reserve System, be published in Federal Reserve Statistical Release
H.15(519) during the week following such day), or, if such rate shall not
be so reported on such day or such immediately preceding Business Day, the
average of the secondary market quotations for three-month certificates of
deposit of major money center banks in New York City received at
approximately 10:00 A.M., New York City time, on such day (or, if such day
shall not be a Business Day, on the immediately preceding Business Day) by
the Administrative Agent from three New York City negotiable certificate of
deposit dealers of recognized standing selected by it; and "Federal Funds
Effective Rate" shall mean, for any day, the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published on the next succeeding Business Day, the
average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized
standing selected by it. If for any reason the Administrative Agent shall
have determined (which determination shall be conclusive in the absence of
manifest error) that it is unable to ascertain the Base C/D Rate or the
Federal Funds Effective Rate, or both, for any reason, including the
inability or failure of the Administrative Agent to obtain sufficient
quotations in accordance with the terms thereof, the Alternate Base Rate
shall be determined without regard to clause (b) or (c), or both, of the
first sentence of this definition, as appropriate, until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate
Base Rate due to a change in the Prime Rate, the Three-Month Secondary C/D
Rate or the Federal Funds Effective Rate shall be effective on the opening
of business on the date of such change.
"Alternate Base Rate Loans": Committed Rate Loans that bear interest
at an interest rate based on the Alternate Base Rate.
"Applicable Index Rate": in respect of any Bid Loan requested pursuant
to an Index Rate Bid Loan Request, the Eurodollar Rate applicable to the
Interest Period for such Bid Loan.
"Applicable Margin": for any day, (x) in the case of Alternate Base
Rate Loans, the rate per annum that is the higher of (i) 0% and (ii) 1.25%
less than the Applicable Margin for Eurodollar Loans at such time and (y)
in the case of Eurodollar Loans, the rate per annum set forth below
opposite the Rating Period then in effect, provided that (1) during a
Significant Usage Period, the Applicable Margin for all such Loans shall be
increased by .250% and (2) at any time after the Termination Date during
which Loans are outstanding, the Applicable Margin for all Loans shall be
361851
|
Wyeth
As referenced in this Credit Agreement:
WYETH, – {DOCUMENT}
{TYPE}EX-10.6
{SEQUENCE}5
{FILENAME}credit364.txt
{DESCRIPTION}CREDIT AGREEMENT (364-DAY)
{TEXT}
EXECUTION COPY
[364-Day Credit Facility]
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTIES HERETO
J.P. MORGAN SECURITIES INC.
AND
SALOMON SMITH BARNEY INC.,
as Co-Lead Arrangers and Joint Book Managers
CITIBANK, N.A.,
as Syndication Agent
THE
_____________
WYETH, – UBS AG, STAMFORD BRANCH,
as Co-Documentation Agents
and
JPMORGAN CHASE BANK,
as Administrative Agent
-------------------------------------------------------------------------------
Dated as of March 3, 2003
-------------------------------------------------------------------------------
CREDIT AGREEMENT, dated as of March 3, 2003, among WYETH, a Delaware
corporation (the "Company"), the several banks and other financial institutions
from time to time parties to this Agreement (collectively, the "Lenders";
individually, a "Lender"), CITIBANK, N.A.,
_____________
Wyeth
– in the case
of the Lenders, or to such other address as may be hereafter notified by the
respective parties hereto and any future holders of the Loans:
The Company: Wyeth
Five Giralda Farms
Madison, New Jersey 07940
Attention: Vice President and Treasurer
Telecopier: (973) 660-7174
Telephone: (973) 660-5402
with a copy to: Executive Vice President and
General
_____________
WYETH
– caused this
Agreement to be duly executed and delivered in New York, New York by its proper
and duly authorized officers as of the day and year first above written.
WYETH
By: ___________________________________
Name:
Title:
JPMORGAN CHASE BANK,
Individually and as Administrative Agent
By: ___________________________________
Name:
Title:
CITIBANK, N.A., Individually and as
Syndication Agent
By: ___________________________________
Name:
Title:
{PAGE}
_____________
dt 1491807
;
ABN AMRO Bank
As referenced in this Credit Agreement:
ABN AMRO BANK N.V.
– SAN PAOLO IMI S.P.A.
By:___________________________________
Name:
Title:
{PAGE}
U.S. BANK N.A.
By:___________________________________
Name:
Title:
{PAGE}
WACHOVIA BANK, NATIONAL ASSOCIATION
By:___________________________________
Name:
Title:
{PAGE}
ABN AMRO BANK N.V.
By:___________________________________
Name:
Title:
{PAGE}
CREDIT AGRICOLE INDOSUEZ
By:___________________________________
Name:
Title:
{PAGE}
MELLON BANK, N.A.
By:___________________________________
Name:
Title:
{PAGE}
THE NORTHERN TRUST COMPANY
By:___________________________________
Name:
_____________
ABN Amro Bank N.V. – 000,000.00
SAN PAOLO IMI S.p.A. $50,000,000.00
U.S. Bank N.A. $50,000,000.00
Wachovia Bank, National Association $50,000,000.00
ABN Amro Bank N.V. $45,000,000.00
Credit Agricole Indosuez $37,500,000.00
Mellon Bank, N.A. $37,500,000.00
The Northern Trust Company $37,500,000.00
Banco Popular
_____________
ABN Amro Bank N.V.
– Telephone: (513) 632-4073
Facsimile: (513) 632-2068
Wachovia Bank, National Association
191 Peachtree St. NE
Atlanta, GA 30303
Attention: Keith Burson
Telephone: (312) 574-5965
Facsimile: (312) 574-5970
ABN Amro Bank N.V.
208 South Lasalle Street, Suite 1500
Chicago, IL 60604
Attention: Henry Sosa
Telephone: (212) 409-1488
Facsimile: (212) 409-1641
{PAGE}
Credit Agricole Indosuez
55 East Monroe, 47th Floor
_____________
dt 794223
;
Citibank
As referenced in this Credit Agreement:
CITIBANK, N.A. – 364-Day Credit Facility]
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTIES HERETO
J.P. MORGAN SECURITIES INC.
AND
SALOMON SMITH BARNEY INC.,
as Co-Lead Arrangers and Joint Book Managers
CITIBANK, N.A. ,
as Syndication Agent
THE BANK OF NOVA SCOTIA,
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES AND
UBS AG, STAMFORD BRANCH,
as Co-Documentation Agents
and
JPMORGAN CHASE BANK,
_____________
CITIBANK, N.A. – 3, 2003, among WYETH, a Delaware
corporation (the "Company"), the several banks and other financial institutions
from time to time parties to this Agreement (collectively, the "Lenders";
individually, a "Lender"), CITIBANK, N.A. , a national banking corporation, as
syndication agent (in such capacity, the "Syndication Agent"), THE BANK OF NOVA
SCOTIA, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and UBS AG,
_____________
Citibank, N.A. – of the Category A Period, the
Category B Period, the Category C Period, the Category D Period or the
Category E Period as then in effect.
"Reference Lenders": JPMCB and Citibank, N.A.
"Register": as defined in subsection 8.6(d).
"Reorganization": with respect to any Multiemployer Plan, the
condition that such Plan is in reorganization within the meaning of
such term
_____________
Citibank, N.A. – definition of
Alternate Base Rate.
"3-Year Credit Agreement": the Credit Agreement, dated as of
March 3, 2003, among the Company, the lenders party thereto, JPMCB, as
administrative agent, and Citibank, N.A. , as syndication agent, as in
effect from time to time.
"Tier I": at any time when at least two of the Short-Term Ratings
are at or above the
_____________
CITIBANK, N.A. – and duly authorized officers as of the day and year first above written.
WYETH
By: ___________________________________
Name:
Title:
JPMORGAN CHASE BANK,
Individually and as Administrative Agent
By: ___________________________________
Name:
Title:
CITIBANK, N.A. , Individually and as
Syndication Agent
By: ___________________________________
Name:
Title:
{PAGE}
THE BANK OF NOVA SCOTIA, Individually and as
Co-Documentation Agent
By:___________________________________
Name:
Title:
{PAGE}
COMMERZBANK AG, NEW
_____________
dt 803451
;
|
Banco Bilbao
As referenced in this Credit Agreement:
BANCO BILBAO VIZCAYA ARGENTARIA, S – TRUST COMPANY
By:___________________________________
Name:
Title:
{PAGE}
BANCO POPULAR DE PUERTO RICO
By:___________________________________
Name:
Title:
{PAGE}
THE GOVERNOR AND COMPANY OF BANK OF IRELAND
By:___________________________________
Name:
Title:
{PAGE}
BANCO BILBAO VIZCAYA ARGENTARIA, S .A.
By:___________________________________
Name:
Title:
{PAGE}
SCHEDULE I
COMMITMENTS
Lender Commitment
JPMorgan Chase Bank $175,000,000.00
Citibank, N.A. $175,000,000.00
The Bank of Nova
_____________
Banco Bilbao Vizcaya Argentaria, S – N.A. $37,500,000.00
The Northern Trust Company $37,500,000.00
Banco Popular de Puerto Rico $25,000,000.00
Bank of Ireland $25,000,000.00
Banco Bilbao Vizcaya Argentaria, S .A. $15,000,000.00
Total $1,350,000,000.00
BANK ADDRESSES AND LENDING OFFICES
JPMorgan Chase Bank
270 Park Avenue
New York, New York 10017
Attention: Dawn
_____________
dt 1320462
;
Bank of Ireland
As referenced in this Credit Agreement:
BANK OF IRELAND
– A.
By:___________________________________
Name:
Title:
{PAGE}
THE NORTHERN TRUST COMPANY
By:___________________________________
Name:
Title:
{PAGE}
BANCO POPULAR DE PUERTO RICO
By:___________________________________
Name:
Title:
{PAGE}
THE GOVERNOR AND COMPANY OF BANK OF IRELAND
By:___________________________________
Name:
Title:
{PAGE}
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
By:___________________________________
Name:
Title:
{PAGE}
SCHEDULE I
COMMITMENTS
Lender Commitment
JPMorgan Chase Bank $175,000,000.00
Citibank,
_____________
Bank of Ireland – Indosuez $37,500,000.00
Mellon Bank, N.A. $37,500,000.00
The Northern Trust Company $37,500,000.00
Banco Popular de Puerto Rico $25,000,000.00
Bank of Ireland $25,000,000.00
Banco Bilbao Vizcaya Argentaria, S.A. $15,000,000.00
Total $1,350,000,000.00
BANK ADDRESSES AND LENDING OFFICES
JPMorgan Chase Bank
270
_____________
Bank of Ireland
– 557-1498
Facsimile: (312) 444-5055
Banco Popular de Puerto Rico
7 West 51st Street
New York, NY 10019
Attention: Hector Gonzalez
Telephone: (212) 445-1988
Facsimile: (212) 245-4677
Bank of Ireland
Bank of Ireland Corp. Banking
Block B2, Lower Baggot Street
Dublin 2, Ireland
Attention: Fran Collins
Telephone: 00 353 1 604 4141
Facsimile: 00 353 1 604 4240
Banco
_____________
Bank of Ireland – 312) 444-5055
Banco Popular de Puerto Rico
7 West 51st Street
New York, NY 10019
Attention: Hector Gonzalez
Telephone: (212) 445-1988
Facsimile: (212) 245-4677
Bank of Ireland
Bank of Ireland Corp. Banking
Block B2, Lower Baggot Street
Dublin 2, Ireland
Attention: Fran Collins
Telephone: 00 353 1 604 4141
Facsimile: 00 353 1 604 4240
Banco Bilbao Vizcaya Argentaria
1345
_____________
dt 765992
;
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Full Doc
| 2002 |
Credit Agreement
Credit Agreement (201K)
Doc #361871: Click preview link for longer preview.
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTIES HERETO
J.P. MORGAN SECURITIES INC.
AND
SALOMON SMITH BARNEY INC.,
as Co-Lead Arrangers and Joint Book Managers
CITIBANK, N.A.,
as Syndication Agent
and
JPMORGAN CHASE BANK,
as Administrative Agent
--------------------------------
Dated as of August 8, 2002
--------------------------------
-------------------------------------------------------------------------------
{PAGE}
Table of Contents
Page
SECTION 1. DEFINITIONS......................................................2
1.1 Defined Terms.................................................2
1.2 Other Definitional Provisions................................17
SECTION 2. THE COMMITTED RATE LOANS; THE BID LOANS; AMOUNT AND TERMS.......17
2.1 The Committed Rate Loans.....................................17
2.2 The Bid Loans................................................18
2.3 Denomination of Committed Rate Loans.........................21
2.4 Fees.........................................................21
2.5 Changes of Commitments.......................................21
2.6 Prepayments..................................................22
2.7 Minimum Principal Amount of Tranches.........................22
2.8 Committed Rate Loan Interest Rates and Payment Dates.........23
2.9 Conversion Options...........................................23
2.10 Computation of Interest and Fees.............................24
2.11 Pro Rata Treatment, Payments and Evidence of Debt............24
2.12 Non-Receipt of Funds by the Administrative Agent.............26
2.13 Inability to Determine Interest Rate.........................27
2.14 Illegality...................................................27
2.15 Requirements of Law..........................................28
2.16 Indemnity....................................................30
2.17 Taxes........................................................30
2.18 Replacement of Lenders.......................................32
2.19 Commitment Increases.........................................33
SECTION 3. REPRESENTATIONS AND WARRANTIES..................................34
3.1 Financial Condition..........................................34
3.2 No Change....................................................34
3.3 Existence; Compliance with Law...............................34
3.4 Power; Authorization; Enforceable Obligations................35
3.5 No Legal Bar; No Default.....................................35
3.6 No Material Litigation.......................................35
3.7 Investment Company Act.......................................35
3.8 Federal Regulations..........................................35
3.9 ERISA........................................................35
3.10 Environmental Matters........................................35
3.11 Purpose of Loans.............................................36
{PAGE}
Table of Contents
-----------------
(continued)
Page
3.12 Restrictions on Subsidiaries.................................36
SECTION 4. CONDITIONS PRECEDENT............................................36
4.1 Conditions to Effective Date.................................37
4.2 Conditions to All Loans......................................37
SECTION 5. COVENANTS.......................................................38
5.1 Financial Statements.........................................38
5.2 Certificates; Other Information..............................39
5.3 Payment of Obligations.......................................39
5.4 Conduct of Business and Maintenance of Existence.............39
5.5 Maintenance of Property; Insurance...........................40
5.6 Inspection of Property; Books and Records; Discussions.......40
5.7 Notices......................................................40
5.8 Environmental Laws...........................................41
5.9 Consolidated Adjusted Indebtedness to Adjusted
Capitalization.............................................41
5.10 Liens, Etc...................................................41
5.11 Availability.................................................42
SECTION 6. EVENTS OF DEFAULT...............................................42
SECTION 7. THE ADMINISTRATIVE AGENT........................................44
7.1 Appointment..................................................44
7.2 Delegation of Duties.........................................45
7.3 Exculpatory Provisions.......................................45
7.4 Reliance by Administrative Agent.............................45
7.5 Notice of Default............................................46
7.6 Non-Reliance on Administrative Agent and Other Lenders.......46
7.7 Indemnification..............................................46
7.8 Administrative Agent in Its Individual Capacity..............47
7.9 Successor Administrative Agent...............................47
SECTION 8. MISCELLANEOUS...................................................47
8.1 Amendments and Waivers.......................................47
8.2 Notices......................................................48
8.3 No Waiver; Cumulative Remedies...............................49
8.4 Survival of Representations and Warranties...................49
8.5 Payment of Expenses and Taxes................................49
8.6 Successors and Assigns; Participations; Purchasing Lenders...50
8.7 Adjustments; Set-off.........................................52
8.8 Table of Contents and Section Headings.......................53
8.9 Counterparts.................................................53
-ii-
{PAGE}
Table of Contents
-----------------
(continued)
Page
8.10 Severability.................................................53
8.11 Integration..................................................53
8.12 Governing Law................................................53
8.13 Consent to Jurisdiction and Service of Process...............53
8.14 Confidentiality..............................................54
8.15 Acknowledgments..............................................54
8.16 Waivers Of Jury Trial........................................54
SCHEDULES
Schedule I Commitments
Schedule II Lender Addresses and Lending Offices
EXHIBITS
Exhibit A Form of Borrowing Notice
Exhibit B Form of Bid Loan Request
Exhibit C Form of 2.17 Certificate
Exhibit D Form of Bid Loan Offer - Absolute Rate Bid Loans
Exhibit E Form of Bid Loan Offer - Index Rate Bid Loans
Exhibit F Form of Bid Loan Confirmation
Exhibit G Form of Commitment Transfer Supplement
Exhibit H Form of Certificate of Secretary of the Company
Exhibit I Form of Opinion of Counsel to the Company
Exhibit J Form of Agreement of Commitment Increase
-iii-
{PAGE}
CREDIT AGREEMENT, dated as of August 8, 2002, among WYETH, a
Delaware corporation (the "Company"), the several banks and other financial
institutions from time to time parties to this Agreement (collectively, the
"Lenders"; individually, a "Lender"), CITIBANK, N.A., a national banking
corporation, as syndication agent (in such capacity, the "Syndication Agent"),
and JPMORGAN CHASE BANK, a New York banking corporation, as administrative
agent for the Lenders hereunder (in such capacity, the "Administrative
Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company has requested the Lenders to make loans to it
in an amount initially up to $2,000,000,000 as more particularly described
herein;
WHEREAS, the Lenders are willing to make such loans on the terms and
conditions contained herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms. As used in this Agreement, terms defined in the
preamble to this Agreement have the meanings therein indicated, and the
following terms have the following meanings:
"Absolute Rate Bid Loan Request": any Bid Loan Request requesting
the Bid Loan Lenders to offer to make Bid Loans at an absolute rate (as
opposed to a rate composed of the Applicable Index Rate plus (or minus) a
margin).
"Adjusted Capitalization": at any time, the sum of Consolidated
Adjusted Indebtedness plus Consolidated Net Worth.
"Administrative Agent": as defined in the first paragraph of this
Agreement.
"Affiliate": as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common
control with, such Person. For purposes of this definition, a Person
shall be deemed to be "controlled by" a Person if such Person possesses,
directly or indirectly, power either (a) to vote 10% or more of the
securities having ordinary voting power for the election of directors of
such Person or (b) to direct or cause the direction of the management and
policies of such Person whether by contract or otherwise.
"Aggregate Commitments": at any time the sum of the Commitments then
in effect hereunder.
"Aggregate Loans": at a particular time, the sum of the then
aggregate outstanding principal amount of Committed Rate Loans and Bid
Loans.
-2-
{PAGE}
"Agreement": this Credit Agreement, as amended, supplemented or
modified from time to time in accordance with its terms.
"Agreement of Commitment Increase" shall mean an agreement in the
form of Exhibit J, appropriately completed.
"Alternate Base Rate": for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Base C/D
Rate in effect on such day plus 1% and (c) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. For purposes hereof: "Prime
Rate" shall mean the rate of interest per annum publicly announced from
time to time by JPMCB as its prime rate in effect at its principal office
in New York City (each change in the Prime Rate to be effective on the
date such change is publicly announced); "Base C/D Rate" shall mean the
sum (rounded upwards, if necessary, to the next 1/16 of 1%) of (a) the
product of (i) the Three-Month Secondary C/D Rate and (ii) a fraction,
the numerator of which is one and the denominator of which is one minus
the C/D Reserve Percentage and (b) the C/D Assessment Rate; "Three-Month
Secondary C/D Rate" shall mean, for any day, the secondary market rate
for three-month certificates of deposit reported as being in effect on
such day (or, if such day shall not be a Business Day, the immediately
preceding Business Day) by the Board of Governors of the Federal Reserve
System (the "Board") through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current
practices of the Board of Governors of the Federal Reserve System, be
published in Federal Reserve Statistical Release H.15(519) during the
week following such day), or, if such rate shall not be so reported on
such day or such immediately preceding Business Day, the average of the
secondary market quotations for three-month certificates of deposit of
major money center banks in New York City received at approximately 10:00
A.M., New York City time, on such day (or, if such day shall not be a
Business Day, on the immediately preceding Business Day) by the
Administrative Agent from three New York City negotiable certificate of
deposit dealers of recognized standing selected by it; and "Federal Funds
Effective Rate" shall mean, for any day, the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or,
if such rate is not so published on the next succeeding Business Day, the
average of the quotations for the day of such transactions received by
the Administrative Agent from three federal funds brokers of recognized
standing selected by it. If for any reason the Administrative Agent shall
have determined (which determination shall be conclusive in the absence
of manifest error) that it is unable to ascertain the Base C/D Rate or
the Federal Funds Effective Rate, or both, for any reason, including the
inability or failure of the Administrative Agent to obtain sufficient
quotations in accordance with the terms thereof, the Alternate Base Rate
shall be determined without regard to clause (b) or (c), or both, of the
first sentence of this definition, as appropriate, until the
circumstances giving rise to such inability no longer exist. Any change
in the Alternate Base Rate due to a change in the Prime Rate, the
Three-Month Secondary C/D Rate or the Federal Funds Effective Rate shall
be effective on the opening of business on the date of such change.
-3-
{PAGE}
"Alternate Base Rate Loans": Committed Rate Loans that bear interest
at an interest rate based on the Alternate Base Rate.
"Amgen Retained Amount": at any time an amount equal to (i) the
amount by which (A) $1,000,000,000 exceeds (B) the amount by which the
Aggregate Commitments at the time exceeds $2,000,000,000, plus (ii) the
net proceeds from all prior sales or dispositions of Amgen Inc. stock
excluded when determining the amount of the reduction in the Aggregate
Commitments pursuant to Section 2.5(b).
"Applicable Index Rate": in respect of any Bid Loan requested
pursuant to an Index Rate Bid Loan Request, the Eurodollar Rate
applicable to the Interest Period for such Bid Loan.
"Applicable Margin": for any day, (x) in the case of Alternate Base
Rate Loans, the rate per annum that is the higher of (i) 0% and (ii)
1.25% less than the Applicable Margin for Eurodollar Loans at such time
361871
|
Wyeth
As referenced in this Credit Agreement:
WYETH, – {DOCUMENT}
{TYPE}EX-10.7
{SEQUENCE}5
{FILENAME}credit.txt
{DESCRIPTION}CREDIT AGREEMENT
{TEXT}
-------------------------------------------------------------------------------
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTIES HERETO
J.P. MORGAN SECURITIES INC.
AND
SALOMON SMITH BARNEY INC.,
as Co-Lead Arrangers and Joint Book Managers
CITIBANK, N.A.,
as Syndication Agent
and
_____________
WYETH, – Company
Exhibit I Form of Opinion of Counsel to the Company
Exhibit J Form of Agreement of Commitment Increase
-iii-
{PAGE}
CREDIT AGREEMENT, dated as of August 8, 2002, among WYETH, a
Delaware corporation (the "Company"), the several banks and other financial
institutions from time to time parties to this Agreement (collectively, the
"Lenders"; individually, a "Lender"), CITIBANK, N.A.,
_____________
Wyeth
– in the case of the Lenders, or to such other address as may be hereafter
notified by the respective parties hereto and any future holders of the Loans:
The Company: Wyeth
Five Giralda Farms
Madison, New Jersey 07940
Attention: Vice President and Treasurer
Telecopier: (973) 660-7174
Telephone: (973) 660-5402
with a copy to: Executive Vice President and General
_____________
WYETH
– caused this Agreement to
be duly executed and delivered in New York, New York by its proper and duly
authorized officers as of the day and year first above written.
WYETH
By:
-------------------------------------------------
Name:
Title:
JPMORGAN CHASE BANK,
Individually and as Administrative Agent
By:
-------------------------------------------------
Name:
Title:
CITIBANK, N.A., Individually and as Syndication Agent
By:
--------------------------------------------------
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 1491816
;
Amgen
As referenced in this Credit Agreement:
Amgen Inc – 000 exceeds (B) the amount by which the
Aggregate Commitments at the time exceeds $2,000,000,000, plus (ii) the
net proceeds from all prior sales or dispositions of Amgen Inc . stock
excluded when determining the amount of the reduction in the Aggregate
Commitments pursuant to Section 2.5(b).
"Applicable Index Rate": in respect of any Bid Loan requested
_____________
Amgen Inc – a) any Disposition of assets in the
ordinary course of business, (b) any Disposition in connection with a
sale/leaseback transaction, (c) any Receivables Securitization and (d)
any Disposition of Amgen Inc . stock) resulting in Net Cash Proceeds in
the United States of at least $100,000,000 being received in the United
States by the Company and its Subsidiaries.
"Designated
_____________
Amgen Inc – Day following the date of receipt by the Company or
any Subsidiary of any Net Cash Proceeds from any sale or other disposition by
it of the capital stock of Amgen Inc ., in an amount equal to the amount by
which the Net Cash Proceeds from such sale or disposition exceed the Amgen
Retained Amount, (II) on December 31, 2002, by
_____________
dt 794926
;
Citibank
As referenced in this Credit Agreement:
CITIBANK, N.A. – DESCRIPTION}CREDIT AGREEMENT
{TEXT}
-------------------------------------------------------------------------------
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTIES HERETO
J.P. MORGAN SECURITIES INC.
AND
SALOMON SMITH BARNEY INC.,
as Co-Lead Arrangers and Joint Book Managers
CITIBANK, N.A. ,
as Syndication Agent
and
JPMORGAN CHASE BANK,
as Administrative Agent
--------------------------------
Dated as of August 8, 2002
--------------------------------
-------------------------------------------------------------------------------
{PAGE}
Table of Contents
Page
SECTION 1. DEFINITIONS......................................................2
1.1 Defined Terms.................................................
_____________
CITIBANK, N.A. – 8, 2002, among WYETH, a
Delaware corporation (the "Company"), the several banks and other financial
institutions from time to time parties to this Agreement (collectively, the
"Lenders"; individually, a "Lender"), CITIBANK, N.A. , a national banking
corporation, as syndication agent (in such capacity, the "Syndication Agent"),
and JPMORGAN CHASE BANK, a New York banking corporation, as administrative
agent for the Lenders hereunder (
_____________
Citibank, N.A. – the
receivables of the Company and/or its Subsidiaries to a special
purpose entity pursuant to a receivables securitization program on
customary terms and conditions.
"Reference Lenders": initially, JPMCB and Citibank, N.A.
"Register": as defined in subsection 8.6(d).
"Reorganization": with respect to any Multiemployer Plan, the
condition that such Plan is in reorganization within the meaning of
such term
_____________
CITIBANK, N.A. – its proper and duly
authorized officers as of the day and year first above written.
WYETH
By:
-------------------------------------------------
Name:
Title:
JPMORGAN CHASE BANK,
Individually and as Administrative Agent
By:
-------------------------------------------------
Name:
Title:
CITIBANK, N.A. , Individually and as Syndication Agent
By:
--------------------------------------------------
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 803452
;
|
BNY
As referenced in this Credit Agreement:
Bank of New York – a Business Day, the immediately
preceding Business Day) by the Board of Governors of the Federal Reserve
System (the "Board") through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current
practices of the Board of Governors of the Federal Reserve System, be
published in Federal Reserve Statistical Release H.15(519) during the
_____________
Bank of New York, – rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or,
if such rate is not so published on the next succeeding Business Day, the
average of the quotations for the day of such transactions received by
the Administrative
_____________
dt 761637
;
J.P. Morgan
As referenced in this Credit Agreement:
J.P. MORGAN SECURITIES INC – {DOCUMENT}
{TYPE}EX-10.7
{SEQUENCE}5
{FILENAME}credit.txt
{DESCRIPTION}CREDIT AGREEMENT
{TEXT}
-------------------------------------------------------------------------------
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTIES HERETO
J.P. MORGAN SECURITIES INC .
AND
SALOMON SMITH BARNEY INC.,
as Co-Lead Arrangers and Joint Book Managers
CITIBANK, N.A.,
as Syndication Agent
and
JPMORGAN CHASE BANK,
as Administrative Agent
--------------------------------
Dated as of
_____________
dt 763417
;
More... |
Preview
Full Doc
| 2002 |
Credit Agreement
Credit Agreement (194K)
Doc #361877: Click preview link for longer preview.
CREDIT AGREEMENT
among
AMERICAN HOME PRODUCTS CORPORATION,
THE LENDERS PARTIES HERETO
J.P. MORGAN SECURITIES INC.,
as Bookrunner and Lead Arranger
CITIBANK, N.A.
and
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES,
as Co-Syndication Agents,
THE DAI ICHI KANGYO BANK, LTD.
and
THE BANK OF NOVA SCOTIA,
as Co-Documentation Agents
and
JPMORGAN CHASE BANK
(f/k/a The Chase Manhattan Bank),
as Administrative Agent
-------------------------------------------------------------------------------
Dated as of March 4, 2002
-------------------------------------------------------------------------------
$3,000,000,000
{PAGE}
CREDIT AGREEMENT, dated as of March 4, 2002, among AMERICAN HOME PRODUCTS
CORPORATION, a Delaware corporation (the "Company"), the several banks and other
financial institutions from time to time parties to this Agreement
(collectively, the "Lenders"; individually, a "Lender"), CITIBANK, N.A. and
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as co-syndication agents (in
such capacity, the "Co-Syndication Agents"), THE DAI ICHI KANGYO BANK, LTD. and
THE BANK OF NOVA SCOTIA, as co-documentation agents (in such capacity, the
"Co-Documentation Agents") and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan
Bank), a New York banking corporation, as administrative agent for the Lenders
hereunder (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Company has requested the Lenders to make loans to it in an
amount up to $3,000,000,000 as more particularly described herein;
WHEREAS, the Lenders are willing to make such loans on the terms and
conditions contained herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms. As used in this Agreement, terms defined in the preamble
to this Agreement have the meanings therein indicated, and the following terms
have the following meanings:
"Absolute Rate Bid Loan Request": any Bid Loan Request requesting the
Bid Loan Lenders to offer to make Bid Loans at an absolute rate (as opposed
to a rate composed of the Applicable Index Rate plus (or minus) a margin).
"Adjusted Capitalization": at any time, the sum of Consolidated
Adjusted Indebtedness plus Consolidated Net Worth.
"Administrative Agent": as defined in the first paragraph of this
Agreement.
"Affiliate": as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, a Person shall be
deemed to be "controlled by" a Person if such Person possesses, directly or
indirectly, power either (a) to vote 10% or more of the securities having
ordinary voting power for the election of directors of such Person or (b)
to direct or cause the direction of the management and policies of such
Person whether by contract or otherwise.
"Aggregate Commitments": at any time the sum of the Commitments then
in effect hereunder.
"Aggregate Loans": at a particular time, the sum of the then aggregate
outstanding principal amount of Committed Rate Loans and Bid Loans.
"Agreement": this Credit Agreement, as amended, supplemented or
modified from time to time in accordance with its terms.
"Alternate Base Rate": for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Base C/D Rate
in effect on such day plus 1% and (c) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall
mean the rate of interest per annum publicly announced from time to time by
JPMCB as its prime rate in effect at its principal office in New York City
(each change in the Prime Rate to be effective on the date such change is
publicly announced); "Base C/D Rate" shall mean the sum (rounded upwards,
if necessary, to the next 1/16 of 1%) of (a) the product of (i) the
Three-Month Secondary C/D Rate and (ii) a fraction, the numerator of which
is one and the denominator of which is one minus the C/D Reserve Percentage
and (b) the C/D Assessment Rate; "Three-Month Secondary C/D Rate" shall
mean, for any day, the secondary market rate for three-month certificates
of deposit reported as being in effect on such day (or, if such day shall
not be a Business Day, the immediately preceding Business Day) by the Board
of Governors of the Federal Reserve System (the "Board") through the public
information telephone line of the Federal Reserve Bank of New York (which
rate will, under the current practices of the Board of Governors of the
Federal Reserve System, be published in Federal Reserve Statistical Release
H.15(519) during the week following such day), or, if such rate shall not
be so reported on such day or such immediately preceding Business Day, the
average of the secondary market quotations for three-month certificates of
deposit of major money center banks in New York City received at
approximately 10:00 A.M., New York City time, on such day (or, if such day
shall not be a Business Day, on the immediately preceding Business Day) by
the Administrative Agent from three New York City negotiable certificate of
deposit dealers of recognized standing selected by it; and "Federal Funds
Effective Rate" shall mean, for any day, the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published on the next succeeding Business Day, the
average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized
standing selected by it. If for any reason the Administrative Agent shall
have determined (which determination shall be conclusive in the absence of
manifest error) that it is unable to ascertain the Base C/D Rate or the
Federal Funds Effective Rate, or both, for any reason, including the
inability or failure of the Administrative Agent to obtain sufficient
quotations in accordance with the terms thereof, the Alternate Base Rate
shall be determined without regard to clause (b) or (c), or both, of the
first sentence of this definition, as appropriate, until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate
Base Rate due to a change in the Prime Rate, the Three-Month Secondary C/D
Rate or the Federal Funds Effective Rate shall be effective on the opening
of business on the date of such change.
"Alternate Base Rate Loans": Committed Rate Loans that bear interest
at an interest rate based on the Alternate Base Rate.
"Applicable Index Rate": in respect of any Bid Loan requested pursuant
to an Index Rate Bid Loan Request, the Eurodollar Rate applicable to the
Interest Period for such Bid Loan.
"Applicable Margin": for any day, (x) in the case of Alternate Base
Rate Loans, 0% and (y) in the case of Eurodollar Loans, the rate per annum
set forth below opposite the Rating Period then in effect, provided that
during a Significant Usage Period, the Applicable Margin for all such Loans
shall be increased by (i) .125% during a Category A Period, a Category B
Period and/or a Category C Period and (ii) .250% during a Category D
Period:
Eurodollar
Rating Rate
Period Margin
----------------------------------------- -------------------------
Category A Period .305%
Category B Period .42%
Category C Period .65%
Category D Period .875%
"Base C/D Rate": as defined in the definition of Alternate Base Rate.
361877
|
Citibank
As referenced in this Credit Agreement:
CITIBANK, N.A. – SEQUENCE}5
{FILENAME}credit.txt
{DESCRIPTION}CREDIT AGREEMENT
{TEXT}
CREDIT AGREEMENT
among
AMERICAN HOME PRODUCTS CORPORATION,
THE LENDERS PARTIES HERETO
J.P. MORGAN SECURITIES INC.,
as Bookrunner and Lead Arranger
CITIBANK, N.A.
and
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES,
as Co-Syndication Agents,
THE DAI ICHI KANGYO BANK, LTD.
and
THE BANK OF NOVA SCOTIA,
as Co-Documentation Agents
_____________
CITIBANK, N.A. – AMERICAN HOME PRODUCTS
CORPORATION, a Delaware corporation (the "Company"), the several banks and other
financial institutions from time to time parties to this Agreement
(collectively, the "Lenders"; individually, a "Lender"), CITIBANK, N.A. and
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as co-syndication agents (in
such capacity, the "Co-Syndication Agents"), THE DAI ICHI KANGYO BANK, LTD. and
THE BANK
_____________
Citibank, N.A. – at any time, any of the Category A Period, the
Category B Period, the Category C Period or the Category D Period as then
in effect.
"Reference Lenders": initially, JPMCB, Citibank, N.A. and Commerzbank
AG, New York and Grand Cayman Branches.
"Register": as defined in subsection 8.6(d).
"Reorganization": with respect to any Multiemployer Plan, the
condition that such Plan
_____________
CITIBANK, N.A. – M. O'Conner
Title: Vice President & Treasurer
JPMORGAN CHASE BANK
(f/k/a The Chase Manhattan Bank),
Individually and as Administrative Agent
By: /s/ Dawn Lee Lum
Title: Vice President
CITIBANK, N.A. , Individually and as
Co-Syndication Agent
By: /s/ William E. Clark
Title: Managing Director
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES, Individually and as Co-Syndication
Agent
By: /
_____________
dt 803453
;
Banco Bilbao
As referenced in this Credit Agreement:
BANCO BILBAO VIZCAYA ARGENTARIA, S – By: /s/ Ettore Viazzo
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ Paige Mesaros
Title: Vice President
{PAGE}
THE NORTHERN TRUST COMPANY
By: /s/ Eric Strickland
Title: Vice President
BANCO BILBAO VIZCAYA ARGENTARIA, S .A.
By: /s/ Hector O. Villegas
Title: Vice President
By: /s/ Erich Michel
Title: Vice President
BANCO POPULAR DE PUERTO RICO
By: /s/ Hector J. Gonzalez
Title: Vice President
_____________
dt 1320463
;
|
Bank of Ireland
As referenced in this Credit Agreement:
BANK OF IRELAND
– O. Villegas
Title: Vice President
By: /s/ Erich Michel
Title: Vice President
BANCO POPULAR DE PUERTO RICO
By: /s/ Hector J. Gonzalez
Title: Vice President
THE GOVERNOR AND COMPANY OF BANK OF IRELAND
By: /s/ Fran Collins
Title: Senior Manager
TORONTO DOMINION (TEXAS), INC.
By: /s/ Ann S. Slanis
Title: Vice President
{PAGE}
SCHEDULES
Schedule I........Commitments
Schedule II.......Bank Addresses and
_____________
dt 765993
;
BNY
As referenced in this Credit Agreement:
Bank of New York – a Business Day, the immediately preceding Business Day) by the Board
of Governors of the Federal Reserve System (the "Board") through the public
information telephone line of the Federal Reserve Bank of New York (which
rate will, under the current practices of the Board of Governors of the
Federal Reserve System, be published in Federal Reserve Statistical Release
H.15(519) during the
_____________
Bank of New York, – rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published on the next succeeding Business Day, the
average of the quotations for the day of such transactions received by the
Administrative
_____________
BANK OF NEW YORK
– Title: Vice President
BANCA NAZIONALE DEL LAVORO, S.P.A.
- NEW YORK BRANCH
By: /s/ Frederic W. Hall
Title: Vice President
By: /s/ Leonardo Valentini
Title: First Vice President
THE BANK OF NEW YORK
By: /s/ Christopher Kordes
Title: Vice President
{PAGE}
UBS AG, Stamford Branch
By: /s/ Patricia O'Kicki
Title: Director
By: /s/ Wilfred V. Saint
Title: Associate Director
WESTDEUTSCHE LANDESBANK
_____________
dt 761638
;
More... |
Preview
Full Doc
| 2001 |
Credit Agreement
Credit Agreement (190K)
Doc #361918: Click preview link for longer preview.
CREDIT AGREEMENT
among
AMERICAN HOME PRODUCTS CORPORATION,
THE LENDERS PARTIES HERETO
JP MORGAN,
as Bookrunner and Lead Arranger
CITIBANK, N.A.,
as Syndication Agent
COMMERZBANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES,
as Documentation Agent
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
------------------------------------------------------------------------------
Dated as of March 5, 2001
------------------------------------------------------------------------------
$3,000,000,000
{PAGE}
CREDIT AGREEMENT, dated as of March 5, 2001, among AMERICAN HOME PRODUCTS
CORPORATION, a Delaware corporation (the "Company"), the several banks and other
financial institutions from time to time parties to this Agreement
(collectively, the "Lenders"; individually, a "Lender"), CITIBANK, N.A., as
syndication agent (in such capacity, the "Syndication Agent"), COMMERZBANK AG,
NEW YORK AND GRAND CAYMAN BRANCHES, as documentation agent (in such capacity,
the "Documentation Agent") and THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Lenders hereunder (in such
capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Company has requested the Lenders to make loans to it in an
amount up to $3,000,000,000 as more particularly described herein;
WHEREAS, the Lenders are willing to make such loans on the terms and
conditions contained herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms. As used in this Agreement, terms defined in the preamble
to this Agreement have the meanings therein indicated, and the following terms
have the following meanings:
"Absolute Rate Bid Loan Request": any Bid Loan Request requesting the
Bid Loan Lenders to offer to make Bid Loans at an absolute rate (as opposed
to a rate composed of the Applicable Index Rate plus (or minus) a margin).
"Adjusted Capitalization": at any time, the sum of Consolidated
Adjusted Indebtedness plus Consolidated Net Worth.
"Administrative Agent": as defined in the first paragraph of this
Agreement.
"Affiliate": as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, a Person shall be
deemed to be "controlled by" a Person if such Person possesses, directly or
indirectly, power either (a) to vote 10% or more of the securities having
ordinary voting power for the election of directors of such Person or (b)
to direct or cause the direction of the management and policies of such
Person whether by contract or otherwise.
"Aggregate Commitments": at any time the sum of the Commitments then
in effect hereunder.
"Aggregate Facilities Commitments": at any time the sum of the
Aggregate Commitments then in effect hereunder and of the commitments then
in effect under the Bridge Credit Agreement.
"Aggregate Loans": at a particular time, the sum of the then aggregate
outstanding principal amount of Committed Rate Loans and Bid Loans.
"Agreement": this Credit Agreement, as amended, supplemented or
modified from time to time in accordance with its terms.
"Alternate Base Rate": for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Base C/D Rate
in effect on such day plus 1% and (c) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall
mean the rate of interest per annum publicly announced from time to time by
Chase as its prime rate in effect at its principal office in New York City
(each change in the Prime Rate to be effective on the date such change is
publicly announced); "Base C/D Rate" shall mean the sum (rounded upwards,
if necessary, to the next 1/16 of 1%) of (a) the product of (i) the
Three-Month Secondary C/D Rate and (ii) a fraction, the numerator of which
is one and the denominator of which is one minus the C/D Reserve Percentage
and (b) the C/D Assessment Rate; "Three-Month Secondary C/D Rate" shall
mean, for any day, the secondary market rate for three-month certificates
of deposit reported as being in effect on such day (or, if such day shall
not be a Business Day, the immediately preceding Business Day) by the Board
of Governors of the Federal Reserve System (the "Board") through the public
information telephone line of the Federal Reserve Bank of New York (which
rate will, under the current practices of the Board of Governors of the
Federal Reserve System, be published in Federal Reserve Statistical Release
H.15(519) during the week following such day), or, if such rate shall not
be so reported on such day or such immediately preceding Business Day, the
average of the secondary market quotations for three-month certificates of
deposit of major money center banks in New York City received at
approximately 10:00 A.M., New York City time, on such day (or, if such day
shall not be a Business Day, on the immediately preceding Business Day) by
the Administrative Agent from three New York City negotiable certificate of
deposit dealers of recognized standing selected by it; and "Federal Funds
Effective Rate" shall mean, for any day, the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published on the next succeeding Business Day, the
average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized
standing selected by it. If for any reason the Administrative Agent shall
have determined (which determination shall be conclusive in the absence of
manifest error) that it is unable to ascertain the Base C/D Rate or the
Federal Funds Effective Rate, or both, for any reason, including the
inability or failure of the Administrative Agent to obtain sufficient
quotations in accordance with the terms thereof, the Alternate Base Rate
shall be determined without regard to clause (b) or (c), or both, of the
first sentence of this definition, as appropriate, until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate
Base Rate due to a change in the Prime Rate, the Three-Month Secondary C/D
Rate or the Federal Funds Effective Rate shall be effective on the opening
of business on the date of such change.
"Alternate Base Rate Loans": Committed Rate Loans that bear interest
at an interest rate based on the Alternate Base Rate.
"Applicable Index Rate": in respect of any Bid Loan requested pursuant
to an Index Rate Bid Loan Request, the Eurodollar Rate applicable to the
Interest Period for such Bid Loan.
"Applicable Margin": for any day, (x) in the case of Alternate Base
Rate Loans, 0% and (y) in the case of Eurodollar Loans, the rate per annum
set forth below opposite the Rating Period then in effect, provided that
during a Significant Usage Period, the Applicable Margin for all such Loans
shall be increased by (i) .125% during a Category A Period, a Category B
Period and/or a Category C Period and (ii) .250% during a Category D
Period:
Eurodollar
Rating Rate
Period Margin
361918
|
Citibank
As referenced in this Credit Agreement:
CITIBANK, N.A. – 10.9
{SEQUENCE}3
{FILENAME}0003.txt
{TEXT}
[Credit Facility]
[Execution Copy]
CREDIT AGREEMENT
among
AMERICAN HOME PRODUCTS CORPORATION,
THE LENDERS PARTIES HERETO
JP MORGAN,
as Bookrunner and Lead Arranger
CITIBANK, N.A. ,
as Syndication Agent
COMMERZBANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES,
as Documentation Agent
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
------------------------------------------------------------------------------
Dated as of March 5, 2001
------------------------------------------------------------------------------
$3,
_____________
CITIBANK, N.A. – AMERICAN HOME PRODUCTS
CORPORATION, a Delaware corporation (the "Company"), the several banks and other
financial institutions from time to time parties to this Agreement
(collectively, the "Lenders"; individually, a "Lender"), CITIBANK, N.A. , as
syndication agent (in such capacity, the "Syndication Agent"), COMMERZBANK AG,
NEW YORK AND GRAND CAYMAN BRANCHES, as documentation agent (in such capacity,
the "Documentation Agent") and THE CHASE
_____________
Citibank, N.A. – at any time, any of the Category A Period, the
Category B Period, the Category C Period or the Category D Period as
then in effect.
"Reference Lenders": initially, Chase, Citibank, N.A. and
Commerzbank Aktiengesellschaft.
"Register": as defined in subsection 8.6(d).
"Reorganization": with respect to any Multiemployer Plan, the
condition that such Plan is in reorganization within the meaning
_____________
dt 803454
;
BNY
As referenced in this Credit Agreement:
Bank of New York – a Business Day, the immediately preceding Business Day) by the Board
of Governors of the Federal Reserve System (the "Board") through the public
information telephone line of the Federal Reserve Bank of New York (which
rate will, under the current practices of the Board of Governors of the
Federal Reserve System, be published in Federal Reserve Statistical Release
H.15(519) during the
_____________
Bank of New York, – rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published on the next succeeding Business Day, the
average of the quotations for the day of such transactions received by the
Administrative
_____________
dt 761642
;
|
Chase Manhattan
As referenced in this Credit Agreement:
CHASE MANHATTAN BANK, – THE LENDERS PARTIES HERETO
JP MORGAN,
as Bookrunner and Lead Arranger
CITIBANK, N.A.,
as Syndication Agent
COMMERZBANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES,
as Documentation Agent
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
------------------------------------------------------------------------------
Dated as of March 5, 2001
------------------------------------------------------------------------------
$3,000,000,000
{PAGE}
CREDIT AGREEMENT, dated as of March 5, 2001, among AMERICAN HOME PRODUCTS
CORPORATION, a Delaware
_____________
CHASE MANHATTAN BANK, – N.A., as
syndication agent (in such capacity, the "Syndication Agent"), COMMERZBANK AG,
NEW YORK AND GRAND CAYMAN BRANCHES, as documentation agent (in such capacity,
the "Documentation Agent") and THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Lenders hereunder (in such
capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS,
_____________
Chase Manhattan Bank. – in
respect of new non-personal time deposits in Dollars in New York City
having a three month maturity and in an amount of $100,000 or more.
"Chase": The Chase Manhattan Bank.
"Code": the Internal Revenue Code of 1986, as amended from time to
time.
"Commitment": as to any Lender, the obligation of such Lender to make
Committed Rate Loans to
_____________
Chase Manhattan Bank
– Telecopier: (973) 660-7174
Telephone: (973) 660-5402
with a copy to: Executive Vice President
and General Counsel
Telecopier: (973) 660-7156
Telephone: (973) 660-6040
The Administrative Agent: The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Attention: Dawn LeeLum
Telecopier: (212) 270-3279
Telephone: (212) 270-2472
and
The Chase Manhattan Bank
One Chase Manhattan Plaza, 8th
_____________
Chase Manhattan Bank
– 660-6040
The Administrative Agent: The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Attention: Dawn LeeLum
Telecopier: (212) 270-3279
Telephone: (212) 270-2472
and
The Chase Manhattan Bank
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081
Attention: Janet Belden
Telecopier: (212) 270-5658
Telephone: (212) 552-7277
8.3 No Waiver; Cumulative Remedies. No
_____________
dt 770093
;
Commerzbank
As referenced in this Credit Agreement:
COMMERZBANK AG, – txt
{TEXT}
[Credit Facility]
[Execution Copy]
CREDIT AGREEMENT
among
AMERICAN HOME PRODUCTS CORPORATION,
THE LENDERS PARTIES HERETO
JP MORGAN,
as Bookrunner and Lead Arranger
CITIBANK, N.A.,
as Syndication Agent
COMMERZBANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES,
as Documentation Agent
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
------------------------------------------------------------------------------
Dated as of March 5, 2001
------------------------------------------------------------------------------
$3,000,000,000
{PAGE}
CREDIT
_____________
COMMERZBANK AG, – and other
financial institutions from time to time parties to this Agreement
(collectively, the "Lenders"; individually, a "Lender"), CITIBANK, N.A., as
syndication agent (in such capacity, the "Syndication Agent"), COMMERZBANK AG,
NEW YORK AND GRAND CAYMAN BRANCHES, as documentation agent (in such capacity,
the "Documentation Agent") and THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for
_____________
dt 763356
|
Preview
Full Doc
| 2001 |
Credit Agreement
Credit Agreement (187K)
Doc #361919: Click preview link for longer preview.
CREDIT AGREEMENT
among
AMERICAN HOME PRODUCTS CORPORATION,
THE LENDERS PARTIES HERETO
JP MORGAN,
as Bookrunner and Lead Arranger
CITIBANK, N.A.,
as Syndication Agent
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES,
as Documentation Agent
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
------------------------------------------------------------------------------
Dated as of March 5, 2001
------------------------------------------------------------------------------
$3,000,000,000
{PAGE}
CREDIT AGREEMENT, dated as of March 5, 2001, among AMERICAN HOME PRODUCTS
CORPORATION, a Delaware corporation (the "Company"), the several banks and other
financial institutions from time to time parties to this Agreement
(collectively, the "Lenders"; individually, a "Lender"), CITIBANK, N.A., as
syndication agent (in such capacity, the "Syndication Agent"), COMMERZBANK AG,
NEW YORK AND GRAND CAYMAN BRANCHES, as documentation agent (in such capacity,
the "Documentation Agent") and THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Lenders hereunder (in such
capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Company has requested the Lenders to make loans to it in an
amount up to $3,000,000,000 as more particularly described herein;
WHEREAS, the Lenders are willing to make such loans on the terms and
conditions contained herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms. As used in this Agreement, terms defined in the preamble
to this Agreement have the meanings therein indicated, and the following terms
have the following meanings:
"Absolute Rate Bid Loan Request": any Bid Loan Request requesting the
Bid Loan Lenders to offer to make Bid Loans at an absolute rate (as opposed
to a rate composed of the Applicable Index Rate plus (or minus) a margin).
"Adjusted Capitalization": at any time, the sum of Consolidated
Adjusted Indebtedness plus Consolidated Net Worth.
"Administrative Agent": as defined in the first paragraph of this
Agreement.
"Affiliate": as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, a Person shall be
deemed to be "controlled by" a Person if such Person possesses, directly or
indirectly, power either (a) to vote 10% or more of the securities having
ordinary voting power for the election of directors of such Person or (b)
to direct or cause the direction of the management and policies of such
Person whether by contract or otherwise.
"Aggregate Commitments": at any time the sum of the Commitments then
in effect hereunder.
"Aggregate Facilities Commitments": at any time the sum of the
Aggregate Commitments then in effect hereunder and of the commitments then
in effect under the Other Credit Agreement.
"Aggregate Loans": at a particular time, the sum of the then aggregate
outstanding principal amount of Committed Rate Loans and Bid Loans.
"Agreement": this Credit Agreement, as amended, supplemented or
modified from time to time in accordance with its terms.
"Alternate Base Rate": for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Base C/D Rate
in effect on such day plus 1% and (c) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall
mean the rate of interest per annum publicly announced from time to time by
Chase as its prime rate in effect at its principal office in New York City
(each change in the Prime Rate to be effective on the date such change is
publicly announced); "Base C/D Rate" shall mean the sum (rounded upwards,
if necessary, to the next 1/16 of 1%) of (a) the product of (i) the
Three-Month Secondary C/D Rate and (ii) a fraction, the numerator of which
is one and the denominator of which is one minus the C/D Reserve Percentage
and (b) the C/D Assessment Rate; "Three-Month Secondary C/D Rate" shall
mean, for any day, the secondary market rate for three-month certificates
of deposit reported as being in effect on such day (or, if such day shall
not be a Business Day, the immediately preceding Business Day) by the Board
of Governors of the Federal Reserve System (the "Board") through the public
information telephone line of the Federal Reserve Bank of New York (which
rate will, under the current practices of the Board of Governors of the
Federal Reserve System, be published in Federal Reserve Statistical Release
H.15(519) during the week following such day), or, if such rate shall not
be so reported on such day or such immediately preceding Business Day, the
average of the secondary market quotations for three-month certificates of
deposit of major money center banks in New York City received at
approximately 10:00 A.M., New York City time, on such day (or, if such day
shall not be a Business Day, on the immediately preceding Business Day) by
the Administrative Agent from three New York City negotiable certificate of
deposit dealers of recognized standing selected by it; and "Federal Funds
Effective Rate" shall mean, for any day, the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published on the next succeeding Business Day, the
average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized
standing selected by it. If for any reason the Administrative Agent shall
have determined (which determination shall be conclusive in the absence of
manifest error) that it is unable to ascertain the Base C/D Rate or the
Federal Funds Effective Rate, or both, for any reason, including the
inability or failure of the Administrative Agent to obtain sufficient
quotations in accordance with the terms thereof, the Alternate Base Rate
shall be determined without regard to clause (b) or (c), or both, of the
first sentence of this definition, as appropriate, until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate
Base Rate due to a change in the Prime Rate, the Three-Month Secondary C/D
Rate or the Federal Funds Effective Rate shall be effective on the opening
of business on the date of such change.
"Alternate Base Rate Loans": Committed Rate Loans that bear interest
at an interest rate based on the Alternate Base Rate.
"Applicable Index Rate": in respect of any Bid Loan requested pursuant
to an Index Rate Bid Loan Request, the Eurodollar Rate applicable to the
Interest Period for such Bid Loan.
"Applicable Margin": for any day, (x) in the case of Alternate Base
Rate Loans, 0% and (y) in the case of Eurodollar Loans, the rate per annum
set forth below opposite the Rating Period then in effect, provided that
during a Significant Usage Period, the Applicable Margin for all such Loans
shall be increased by (i) .125% during a Category A Period, a Category B
Period and/or a Category C Period and (ii) .250% during a Category D
Period:
Eurodollar
Rating Rate
Period Margin
361919
|
Citibank
As referenced in this Credit Agreement:
CITIBANK, N.A. – 10.10
{SEQUENCE}4
{FILENAME}0004.txt
{TEXT}
[Bridge Facility]
[Execution Copy]
CREDIT AGREEMENT
among
AMERICAN HOME PRODUCTS CORPORATION,
THE LENDERS PARTIES HERETO
JP MORGAN,
as Bookrunner and Lead Arranger
CITIBANK, N.A. ,
as Syndication Agent
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES,
as Documentation Agent
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
------------------------------------------------------------------------------
Dated as of March 5, 2001
------------------------------------------------------------------------------
$3,
_____________
CITIBANK, N.A. – AMERICAN HOME PRODUCTS
CORPORATION, a Delaware corporation (the "Company"), the several banks and other
financial institutions from time to time parties to this Agreement
(collectively, the "Lenders"; individually, a "Lender"), CITIBANK, N.A. , as
syndication agent (in such capacity, the "Syndication Agent"), COMMERZBANK AG,
NEW YORK AND GRAND CAYMAN BRANCHES, as documentation agent (in such capacity,
the "Documentation Agent") and THE CHASE
_____________
Citibank, N.A. – at any time, any of the Category A Period, the
Category B Period, the Category C Period or the Category D Period as then
in effect.
"Reference Lenders": initially, Chase, Citibank, N.A. and Commerzbank
Aktiengellschaft.
"Register": as defined in subsection 8.6(d).
"Reorganization": with respect to any Multiemployer Plan, the
condition that such Plan is in reorganization within the meaning
_____________
dt 803455
;
BNY
As referenced in this Credit Agreement:
Bank of New York – a Business Day, the immediately preceding Business Day) by the Board
of Governors of the Federal Reserve System (the "Board") through the public
information telephone line of the Federal Reserve Bank of New York (which
rate will, under the current practices of the Board of Governors of the
Federal Reserve System, be published in Federal Reserve Statistical Release
H.15(519) during the
_____________
Bank of New York, – rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published on the next succeeding Business Day, the
average of the quotations for the day of such transactions received by the
Administrative
_____________
dt 761643
;
|
Chase Manhattan
As referenced in this Credit Agreement:
CHASE MANHATTAN BANK, – THE LENDERS PARTIES HERETO
JP MORGAN,
as Bookrunner and Lead Arranger
CITIBANK, N.A.,
as Syndication Agent
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES,
as Documentation Agent
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
------------------------------------------------------------------------------
Dated as of March 5, 2001
------------------------------------------------------------------------------
$3,000,000,000
{PAGE}
CREDIT AGREEMENT, dated as of March 5, 2001, among AMERICAN HOME PRODUCTS
CORPORATION, a Delaware
_____________
CHASE MANHATTAN BANK, – N.A., as
syndication agent (in such capacity, the "Syndication Agent"), COMMERZBANK AG,
NEW YORK AND GRAND CAYMAN BRANCHES, as documentation agent (in such capacity,
the "Documentation Agent") and THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Lenders hereunder (in such
capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS,
_____________
Chase Manhattan Bank. – in
respect of new non-personal time deposits in Dollars in New York City
having a three month maturity and in an amount of $100,000 or more.
"Chase": The Chase Manhattan Bank.
"Code": the Internal Revenue Code of 1986, as amended from time to
time.
"Commitment": as to any Lender, the obligation of such Lender to make
Committed Rate Loans to
_____________
Chase Manhattan Bank
– Telecopier: (973) 660-7174
Telephone: (973) 660-5402
with a copy to: Executive Vice President and
General Counsel
Telecopier: (973) 660-7156
Telephone: (973) 660-6040
The Administrative Agent: The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Attention: Dawn LeeLum
Telecopier: (212) 270-3279
Telephone: (212) 270-2472
and
The Chase Manhattan Bank
One Chase Manhattan Plaza, 8th
_____________
Chase Manhattan Bank
– 660-6040
The Administrative Agent: The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Attention: Dawn LeeLum
Telecopier: (212) 270-3279
Telephone: (212) 270-2472
and
The Chase Manhattan Bank
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081
Attention: Janet Belden
Telecopier: (212) 270-5658
Telephone: (212) 552-7277
8.3 No Waiver; Cumulative Remedies. No
_____________
dt 770096
;
Commerzbank
As referenced in this Credit Agreement:
COMMERZBANK AG, – txt
{TEXT}
[Bridge Facility]
[Execution Copy]
CREDIT AGREEMENT
among
AMERICAN HOME PRODUCTS CORPORATION,
THE LENDERS PARTIES HERETO
JP MORGAN,
as Bookrunner and Lead Arranger
CITIBANK, N.A.,
as Syndication Agent
COMMERZBANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES,
as Documentation Agent
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
------------------------------------------------------------------------------
Dated as of March 5, 2001
------------------------------------------------------------------------------
$3,000,000,000
{PAGE}
CREDIT
_____________
COMMERZBANK AG, – and other
financial institutions from time to time parties to this Agreement
(collectively, the "Lenders"; individually, a "Lender"), CITIBANK, N.A., as
syndication agent (in such capacity, the "Syndication Agent"), COMMERZBANK AG,
NEW YORK AND GRAND CAYMAN BRANCHES, as documentation agent (in such capacity,
the "Documentation Agent") and THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for
_____________
dt 763357
|
Preview
Full Doc
| 2005 |
Credit Agreement
Credit Agreement (181K)
Doc #1046217: Click preview link for longer preview.
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTY HERETO,
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
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
Dated as of August 3, 2005
CREDIT AGREEMENT, dated as of August 3, 2005, among WYETH, a Delaware corporation ( . . .
1046217
|
Wyeth
As referenced in this Credit Agreement:
WYETH, –
EX-10.1 2 creditagreement.htm CREDIT AGREEMENT
EXECUTION COPY
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTY HERETO,
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,
_____________
WYETH, – NOVA SCOTIA,
as Co-Documentation Agents,
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
Dated as of August 3, 2005
CREDIT AGREEMENT, dated as of August 3, 2005, among WYETH, a Delaware corporation (the Company), the several banks and other financial institutions from time to time parties to this Agreement (collectively, the Lenders; individually, a Lender), J.P. MORGAN
_____________
.wyeth. – or other information required to be delivered pursuant to subsection 5.2(c) which has been posted on the Companys website on the Internet at the website address at www.wyeth. com, at sec.gov/edaux/searches.htm or at another website identified in a notice delivered to the Administrative Agent and accessible by the Administrative Agent without charge shall be
_____________
Wyeth – in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto and any future holders of the Loans:
The Company:
Wyeth
Five Giralda Farms
Madison, New Jersey 07940
Attention: Vice President and Treasurer
Telecopier: (973) 660-7174
Telephone: (973) 660-5402
with a copy to:
Senior Vice President and General
_____________
WYETH
– caused this Agreement to be duly executed and delivered in New York, New York by its proper and duly authorized officers as of the day and year first above written.
WYETH
By:__________________________________
Name:
Title:
JPMORGAN CHASE BANK, N.A.,
Individually and as Administrative Agent
By:__________________________________
Name:
Title:
CITICORP USA INC.,
Individually and as Syndication Agent
By:__________________________________
Name:
_____________
dt 1491835
;
ABN AMRO Bank
As referenced in this Credit Agreement:
ABN AMRO BANK N.V.
– Title:
MORGAN STANLEY BANK,
Individually and as Managing Agent
By:__________________________________
Name:
Title:
BANCA NAZIONALE DEL LAVORO,
Individually and as Managing Agent
By:__________________________________
Name:
Title:
By:__________________________________
Name:
Title:
ABN AMRO BANK N.V.
By:__________________________________
Name:
Title:
By:__________________________________
Name:
Title:
THE BANK OF NEW YORK
By:__________________________________
Name:
Title:
SANPAOLO IMI S.P.A.
By:__________________________________
Name:
Title:
By:__________________________________
Name:
_____________
ABN Amro Bank N.V. – AG, New York and Grand Cayman Branches
UBS Loan Finance LLC
Bank of America, N.A.
Barclays Bank PLC
William Street Commitment Corporation
Morgan Stanley Bank
Banca Nazionale del Lavoro
ABN Amro Bank N.V.
The Bank of New York
SANPAOLO IMI S.p.A.
U.S. Bank N.A.
Wachovia Bank, N.A.
The Northern Trust Company
Banco Popular De Puerto Rico, New
_____________
ABN Amro Bank N.V.
– Commerzbank AG, New York and
Grand Cayman Branches
UBS Loan Finance LLC
Bank of America, N.A.
Barclays Bank PLC
William Street Committment Corporation
Morgan Stanley
Banca Nazionale del Lavoro
ABN Amro Bank N.V.
The Bank of New York
SANPAOLO IMI S.p.A.
U.S. Bank N.A.
Wachovia Bank, N.A.
The Northern Trust Company
Banco Popular De Puerto Rico, New
_____________
dt 1471067
;
Citibank
As referenced in this Credit Agreement:
Citibank, N.A. – condition, has been satisfied.
Existing 3-Year Credit Agreement: the Credit Agreement, dated as of March 3, 2003, among the Company, the lenders party thereto, JPMCB, as administrative agent and Citibank, N.A. , as syndication agent, as in effect immediately prior to the occurrence of the Effective Date.
Existing 5-Year Credit Agreement: the Credit Agreement, dated as of February 11, 2004,
_____________
Citibank, N.A. – shall mean the First Amendment to the Existing 5-Year Credit Agreement, dated as of August 3, 2005, among the Company, the lenders party thereto, JPMCB, as administrative agent, and Citibank, N.A. , as syndication agent.
Facility Fee as defined in subsection 2.4.
Facility Fee Percentage: a percentage equal to at any time (i) during a Category A Period, 0.070%, (
_____________
dt 1479145
;
|
Citicorp
As referenced in this Credit Agreement:
Citicorp North America, Inc – February 11, 2004, among the Company, the lenders party thereto, JPMCB, as administrative agent, JPMorgan Securities Inc. and Citigroup Global Markets Inc., as co-lead arrangers and joint bookrunners, and Citicorp North America, Inc ., as syndication agent, as in effect from time to time.
Existing 5-Year Credit Agreement Amendment shall mean the First Amendment to the Existing 5-Year Credit Agreement, dated
_____________
dt 1418144
;
Citicorp USA
As referenced in this Credit Agreement:
CITICORP USA INC – htm CREDIT AGREEMENT
EXECUTION COPY
CREDIT AGREEMENT
among
WYETH,
THE LENDERS PARTY HERETO,
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
JPMORGAN CHASE BANK,
_____________
CITICORP USA INC – collectively, the Lenders; individually, a Lender), J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as co-lead arrangers and joint bookrunners (in such capacity, the Co-Lead Arrangers), CITICORP USA INC ., a New York banking corporation, as syndication agent (in such capacity, the Syndication Agent), COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, UBS LOAN FINANCE LLC and THE BANK
_____________
Citicorp USA Inc – Period, the Category B Period, the Category C Period, the Category D Period, the Category E Period or the Category F Period as then in effect.
Reference Lenders : JPMCB and Citicorp USA Inc .
Register : as defined in subsection 8.6(d).
Reorganization : with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within the meaning of such term
_____________
CITICORP USA INC – authorized officers as of the day and year first above written.
WYETH
By:__________________________________
Name:
Title:
JPMORGAN CHASE BANK, N.A.,
Individually and as Administrative Agent
By:__________________________________
Name:
Title:
CITICORP USA INC .,
Individually and as Syndication Agent
By:__________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA,
Individually and as Co-Documentation Agent
By:__________________________________
Name:
Title:
COMMERZBANK AG, NEW YORK AND
_____________
Citicorp USA, Inc – Title:
THE NORTHERN TRUST COMPANY
By:__________________________________
Name:
Title:
BANCO POPULAR DE PUERTO RICO,
NEW YORK BRANCH
By:__________________________________
Name:
Title:
SCHEDULE I
COMMITMENTS
Lender
JPMorgan Chase Bank, N.A.
Citicorp USA, Inc .
The Bank of Nova Scotia
Commerzbank AG, New York and Grand Cayman Branches
UBS Loan Finance LLC
Bank of America, N.A.
Barclays Bank PLC
William Street Commitment Corporation
_____________
dt 1368279
;
More... |
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| 2005 |
Cross-License Agreement
Cross-License Agreement (75K)
Doc #1260171: Click preview link for longer preview.
CROSS-LICENSE AGREEMENT
This Agreement (the �Agreement�) is entered into as of October 14, 2002 (the �Execution Date�) by and between Wyeth (formerly, American Home Products Corporation) by and through Genetics Institute, L.L.C. (formerly Genetics Institute, Inc.), a Delaware limited liability company with a business address at 87 CambridgePark Drive, Cambridge, Massachusetts 02140 (�GI�) and MetaMorphix, Inc., a Delaware corporation with a business address at 8510A Corridor Road, Savage, Maryland 20763 (�MetaMorphix�). GI and MetaMorphix may each be . . .
1260171
|
Wyeth
As referenced in this Cross-License Agreement:
Wyeth – 25 w08037exv10w22.htm EX-10.22
Exhibit 10.22
CROSS-LICENSE AGREEMENT
This Agreement (the Agreement) is entered into as of October 14, 2002 (the Execution Date) by and between Wyeth (formerly, American Home Products Corporation) by and through Genetics Institute, L.L.C. (formerly Genetics Institute, Inc.), a Delaware limited liability company with a business address at 87 CambridgePark
_____________
Wyeth – 2 of the 1999 Agreement.
2.6
HSR Filing and Approvals.
2.6.1
HSR Filing. As soon as practicable (consistent with each Partys procedures for doing so, each of Wyeth and MetaMorphix shall determine, in its respective reasonable judgment, whether any filings are required under the HSR Act and shall notify the other Party of the determination so made. In
_____________
Wyeth
– Cambridge, Massachusetts 02140
Telecopier: (617) 876-5851
Attn: Legal Department
If to MetaMorphix:
MetaMorphix, Inc.
8510A Corridor Road
Savage, Maryland 20763
Telecopier: (301) 617-9075
Attn: President
with copies to:
Wyeth
5 Giralda Farms
Madison, New Jersey 07940.
Telecopier: (973) 660-7156
Attn: General Counsel
and
Shapiro Sher Guinot & Sandler
36 South Charles Street Suite 2000
Baltimore, MD 21201-
_____________
dt 1491841
;
| |
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Full Doc
| 2004 |
Dealer Manager Agreement
Dealer Manager Agreement (118K)
Doc #328970: Click preview link for longer preview.
DEALER MANAGER AGREEMENT
[�], 2004
PIPER JAFFRAY & CO.
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
Ladies/Gentlemen:
1. General. ViroPharma Incorporated, a Delaware corporation (the �Company�), proposes to offer to exchange $127,900,000 aggregate principal amount of its outstanding 6.0% Convertible Existing Notes due 2007 (the �Existing Notes�) that are convertible into common stock, par value $0.002 per share, (the �Shares�) of the Company for $99,122,500 aggregate principal amount of 6.0% Convertible Senior Plus . . .
328970
|
Wyeth
As referenced in this Dealer Manager Agreement:
Wyeth – product candidate or in connection with the First Amended and Restated Collaboration and License Agreement dated June 26, 2003 between the Company and Wyeth or (G) any Shares issuable upon the conversion of any of the Plus Cash Notes.
10. Conditions of Dealer Managers Obligations. Your obligations
_____________
Wyeth, – order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
*
Schedule A to list Wyeth, GSK and Schering agreements.
B-1-4
Exhibit B-2
Form of opinion of intellectual property counsel
to be delivered pursuant to
_____________
dt 624299
;
ViroPharma
As referenced in this Dealer Manager Agreement:
ViroPharma – FORM OF DEALER MANAGER AGREEMENT
Exhibit 1.1
DEALER MANAGER AGREEMENT
[], 2004
PIPER JAFFRAY & CO.
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
Ladies/Gentlemen:
1. General. ViroPharma Incorporated, a Delaware corporation (the Company), proposes to offer to exchange $127,900,000 aggregate principal amount of its outstanding 6.0% Convertible Existing Notes due 2007 (the Existing Notes)
_____________
ViroPharma – 612-303-1772), Attention: General Counsels Department; if sent to the Company, such notice shall be mailed, delivered, telegraphed (and confirmed by letter) or telecopied (and confirmed by letter) to ViroPharma Incorporated, 405 Eagleview Boulevard, Exton, PA 19341, Attention: Thomas Doyle, with a copy to Pepper Hamilton LLP, 400 Berwyn Park, 899 Cassatt Road, Berwyn, PA 19312, Attention: Jeffrey P. Libson.
_____________
VIROPHARMA – provided below for that purpose and returning to us a copy of this letter, whereupon this letter and your acceptance shall constitute a binding agreement between us.
Very truly yours,
VIROPHARMA INCORPORATED
By
Name:
Title:
Accepted as of the date first above written:
PIPER JAFFRAY & CO.
By
Name: Brendan C. Dyson
Title: Managing Director
27
Schedule A
Persons Subject to
_____________
ViroPharma – J. Glaser
Michael R. Dougherty
Frank Baldino, Jr.
Exhibit A
Form of Lock-up
, 2004
Piper Jaffray & Co.
Piper Jaffray Tower
222 South Ninth Street
Minneapolis, MN 55402
Re: ViroPharma Incorporated
Ladies and Gentlemen:
Reference is made to a Registration Statement on Form S-4 and Form S-3 of ViroPharma Incorporated (the Company) (as the same may now or
_____________
ViroPharma – Tower
222 South Ninth Street
Minneapolis, MN 55402
Re: ViroPharma Incorporated
Ladies and Gentlemen:
Reference is made to a Registration Statement on Form S-4 and Form S-3 of ViroPharma Incorporated (the Company) (as the same may now or hereafter exist or be amended, the Registration Statement) pursuant to which it is proposed that $ principal amount of the Companys 6.
_____________
dt 1401333
;
|
U.S. Bank, NA
As referenced in this Dealer Manager Agreement:
U.S. Bank National Association, – to an Indenture, to be dated as of [], 2004, as amended or modified from time to time (the Indenture), between the Company and U.S. Bank National Association, as Trustee (the Trustee). Capitalized terms used herein without definition shall have their respective meanings set forth in or pursuant to the
_____________
U.S. Bank National Association – to facilitate the distribution of the Plus Cash Notes.
(bb) The Exchange Agent Agreement and the Information Agent Agreement between the Company and U.S. Bank National Association (the Exchange Agent Agreement) and Georgeson Shareholder Communications, Inc. (the Information Agent Agreement), respectively, is or will be in full force and
_____________
dt 608058
;
 Pepper Hamilton
As referenced in this Dealer Manager Agreement:
Pepper Hamilton – incurred in marketing the Exchange Offer, including but not limited to road show presentations, if any, and (x) the fees and disbursements of Pepper Hamilton LLP, counsel to the Company, and KPMG LLP, auditors to the Company. In addition, the Company agrees to reimburse the reasonable out-
_____________
Pepper Hamilton – the Exchange Offer, shall have been completed in a manner reasonably satisfactory to your counsel.
(d) You shall have received the opinion of Pepper Hamilton LLP, counsel for the Company, dated the Closing Date, addressed to you, substantially to the effect set forth in Exhibit B-1
_____________
Pepper Hamilton – letter) or telecopied (and confirmed by letter) to ViroPharma Incorporated, 405 Eagleview Boulevard, Exton, PA 19341, Attention: Thomas Doyle, with a copy to Pepper Hamilton LLP, 400 Berwyn Park, 899 Cassatt Road, Berwyn, PA 19312, Attention: Jeffrey P. Libson.
15. Parties. This Agreement shall inure to the
_____________
Pepper Hamilton – person signing if signing
as custodian, trustee, or on behalf of an entity)
Date:
A-3
Exhibit B-1
Form of opinion of Pepper Hamilton LLP
to be delivered pursuant to Section 10(d)
(1) (i) The Company has been duly incorporated and is validly existing as
_____________
dt 654758
|
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| 2004 |
Deferred Compensation Plan
Deferred Compensation Plan (81K)
Doc #361824: Click preview link for longer preview.
Deferred Compensation Plan
Wyeth
PLAN DOCUMENT
Amended and Restated as of November 20, 2003
--------------------------------------------
Wyeth
DEFERRED COMPENSATION PLAN
PLAN DOCUMENT
PURPOSE
The Plan is an unfunded deferred compensation plan that provides certain key
employees of the Company with the opportunity to voluntarily defer receipt of a
portion of their compensation. Wyeth adopted the Plan to enable the Company to
attract and . . .
361824
|
Wyeth
As referenced in this Deferred Compensation Plan:
Wyeth
– {DOCUMENT}
{TYPE}EX-10.37
{SEQUENCE}8
{FILENAME}dcp.txt
{DESCRIPTION}DEFERRED COMPENSATION PLAN
{TEXT}
Deferred Compensation Plan
Wyeth
PLAN DOCUMENT
Amended and Restated as of November 20, 2003
--------------------------------------------
{PAGE}
Wyeth
DEFERRED COMPENSATION PLAN
PLAN DOCUMENT
PURPOSE
The Plan is an unfunded deferred compensation plan that provides certain
_____________
Wyeth
– DOCUMENT}
{TYPE}EX-10.37
{SEQUENCE}8
{FILENAME}dcp.txt
{DESCRIPTION}DEFERRED COMPENSATION PLAN
{TEXT}
Deferred Compensation Plan
Wyeth
PLAN DOCUMENT
Amended and Restated as of November 20, 2003
--------------------------------------------
{PAGE}
Wyeth
DEFERRED COMPENSATION PLAN
PLAN DOCUMENT
PURPOSE
The Plan is an unfunded deferred compensation plan that provides certain key
employees of the Company with the opportunity to voluntarily defer receipt
_____________
Wyeth – PURPOSE
The Plan is an unfunded deferred compensation plan that provides certain key
employees of the Company with the opportunity to voluntarily defer receipt of a
portion of their compensation. Wyeth adopted the Plan to enable the Company to
attract and retain a select group of management and highly compensated
Employees.
Section One - DEFINITIONS
Whenever used in the Plan, unless clearly
_____________
Wyeth – Employee, "Base Salary" means the
annual base compensation from all sources (i.e., regardless of whether
United States source or foreign source) to be paid during a Plan Year
by Wyeth and its Subsidiaries to an Employee for services rendered
during such Plan Year.
(d) "Beneficiary" means one or more persons or entities (including a trust
or estate) designated by a
_____________
Wyeth. – provided by the Recordkeeper and approved by the
Administrator in accordance with its rules as provided in Section
9(i).
(e) "Board of Directors" means the Board of Directors of Wyeth.
(f) "Bonus Compensation" means cash compensation to be paid during a Plan
Year to an Eligible Employee by the Company for services rendered
under any
1
{PAGE}
incentive compensation
_____________
dt 1491797
| |
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| 2001 |
Deferred Compensation Plan
Deferred Compensation Plan (72K)
Doc #361896: Click preview link for longer preview.
AMERICAN HOME PRODUCTS CORPORATION
DEFERRED COMPENSATION PLAN
Amended and Restated as of April 1, 2001
PURPOSE The American Home Products Corporation Deferred Compensation Plan
(the "Plan") is an unfunded deferred compensation plan, that provides certain
key employees of American Home Products Corporation, a Delaware corporation
("AHPC") and its wholly-owned Subsidiaries in the United States, including
Puerto Rico (together with AHPC, the "Company") with . . .
361896
| | |
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| 2001 |
Deferred Compensation Plan
Deferred Compensation Plan (70K)
Doc #361908: Click preview link for longer preview.
AMERICAN HOME PRODUCTS CORPORATION
DEFERRED COMPENSATION PLAN
Amended and Restated as of April 1, 2001
PURPOSE
The American Home Products Corporation Deferred Compensation Plan (the "Plan")
is an unfunded deferred compensation plan, that provides certain key employees
of American Home Products Corporation, a Delaware corporation ("AHPC") and its
wholly-owned Subsidiaries in the United States, including Puerto Rico (together
with AHPC, the "Company" . . .
361908
| | |
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| 2001 |
Deferred Compensation Plan
Deferred Compensation Plan (38K)
Doc #361921: Click preview link for longer preview.
AMERICAN HOME PRODUCTS CORPORATION
DEFERRED COMPENSATION PLAN
Effective as of July 31, 1997
Amended as of January 1, 2000
PURPOSE
The purpose of the Deferred Compensation Plan (the "Plan") is to encourage the
retention of a key group of management employees by allowing them to defer
various types of compensation.
SECTION ONE - DEFINITIONS
Whenever used in the Plan, the following . . .
361921
| | |
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| 2002 |
Development and License Agreement
Development and License Agreement (94K)
Doc #296716: Click preview link for longer preview.
DEVELOPMENT AND LICENSE AGREEMENT
BETWEEN
CIMA LABS INC.
AND
WYETH
ACTING THROUGH ITS
WYETH CONSUMER HEALTHCARE DIVISION
FOR
NON-PRESCRIPTION RAPID DISSOLVING LORATADINE TABLETS
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I DEFINITIONS........................................................ 1
ARTICLE II GRANT OF RIGHTS; EXCLUSIVITY...................................... 5
ARTICLE III DEVELOPMENT ACTIVITIES........................................... 6
ARTICLE IV DILIGENCE OBLIGATIONS............................................. 7
ARTICLE V ROYALTY PAYMENTS TO CIMA........................................... 8
ARTICLE VI REPRESENTATIONS AND WARRANTIES.................................... 9
ARTICLE VII INDEMNIFICATION.................................................. 11
ARTICLE VIII CONFIDENTIALITY................................................. 12
ARTICLE IX TECHNOLOGY AND DATA OWNERSHIP RIGHTS; INFRINGEMENT................ 14
ARTICLE X TERM AND TERMINATION............................................... 17
ARTICLE XI EFFECT OF EXPIRATION AND TERMINATION.............................. 18
ARTICLE XII TRADEMARKS....................................................... 19
ARTICLE XIII PRESS RELEASES AND PUBLICATIONS................................. 20
ARTICLE XIV MISCELLANEOUS.................................................... 21
EXHIBIT A - CIMA PATENTS
EXHIBIT B - ADVERSE EXPERIENCE REPORTING PROCEDURES
{/TABLE}
-i-
{PAGE}
DEVELOPMENT AND LICENSE AGREEMENT
THIS AGREEMENT dated the 18th day of June 2002 between CIMA LABS INC.,
a corporation organized and existing under the laws of the State of Delaware
with offices located at 10000 Valley View Road, Eden Prairie, Minnesota 55344
(hereafter, together with its Affiliates, referred to as "CIMA"), and WYETH
(formerly known as American Home Products Corporation), acting through its Wyeth
Consumer Healthcare Division, a corporation organized and existing under the
laws of the State of Delaware with offices located at Five Giralda Farms,
Madison, New Jersey 07940 ("WCH").
W I T N E S S E T H
WHEREAS, CIMA and Wyeth, acting through its ESI Lederle Division
("ESI"), entered into a Development and License Agreement, dated January 14,
2000 (the "Original Development and License Agreement"); and
WHEREAS, CIMA and WCH wish to amend the Original Development and
License Agreement to remove the OTC Field (as defined herein) and to enter into
this Development and License Agreement which relates only to the OTC Field, all
on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the representations, warranties and
covenants set forth herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 "ACTIVE INGREDIENT" means ethyl 4-(8-chloro-5,
6-dihydro-11H-benzo [5,6] cyclohepta [1,2-b] pyridin-11-ylid-ene)-1
piperidinecarboxylate, known as loratadine.
1.2 "ADVERSE EXPERIENCE" means the definition in the current 21
CFR Sections 312.32 and 314.80, as in effect from time to time.
1.3 "AFFILIATE" means (i) any Person which at the time of
determination is directly or indirectly controlled by any party hereto; (ii) any
Person which at the time of determination directly or indirectly controls any
party hereto; or (iii) any Person which is under the direct or indirect control
of any such Person as described in subparagraphs (i) or (ii). "Control" in this
Section means ownership of greater than fifty percent (50%) of the voting stock
or other voting interests in the Person in question.
1.4 "AGENCY" means any governmental regulatory authority
responsible for granting approvals, including Regulatory Approvals and/or
Pricing Approvals, for the sale of the Product in the OTC Field in a country in
the Territory.
{PAGE}
1.5 "ANDA" means an Abbreviated New Drug Application, as defined
in the United States Federal Food, Drug and Cosmetic Act, as amended, and
applicable FDA rules and regulations.
1.6 "CIMA PATENTS" shall mean those Patents and Patent
applications owned or Controlled by CIMA during the Term of this Agreement that
claim the Product, its manufacture or method of use, the DuraSolv(TM) technology
or the OraSolv(R) technology, including the Patents and Patent applications
which are set forth on Exhibit A hereto.
1.7 "COMMERCIALLY REASONABLE EFFORTS" means efforts and resources
normally used by a party for a compound or product owned by it or to which it
has rights, which is of similar market potential at a similar stage in its
product life, taking into account the competitiveness of the marketplace, the
proprietary position of the compound or product, the regulatory structure
involved, the profitability of the applicable products, and other relevant
factors. It is anticipated that the level of effort and resources may change at
different times during the product life cycle of a compound or product.
1.8 "COMPETING PRODUCT" means a rapid dissolving solid dosage form
product containing 10 mg of Active Ingredient as the only active ingredient
(other than the Product) that competes with the Product in the OTC Field in the
Territory.
1.9 "CONTROL" or "CONTROLLED" in the context of intellectual
property rights means rights to intellectual property sufficient to allow a
grant of rights to a party.
1.10 "EFFECTIVE DATE" means January 14, 2000.
1.11 "FDA" means the United States Food and Drug Administration, or
any successor thereto.
1.12 "FTO STATUS" means that (i) final Regulatory Approval (which
includes without limitation WCH's consumer labeling and packaging) and, if
applicable, Pricing Approval to market the Product have been obtained, (ii) all
legal claims, actions, proceedings and appeals with respect to the Product have
been finally resolved in WCH's and in CIMA'S favor, and (iii) all relevant
patents have expired, been declared invalid or determined by WCH not to be
infringed by the Product.
1.13 "GOOD CLINICAL PRACTICE" or "GCP" means the then current
standards for clinical trials for pharmaceuticals, as set forth in the United
States Federal Food, Drug and Cosmetic Act and applicable regulations
promulgated thereunder, as amended from time to time, and such standards of good
clinical practice as are required by the European Union and other organizations
and governmental agencies in countries in which Product is intended to be sold,
to the extent such standards are not inconsistent with United States GCP.
1.14 "GOOD LABORATORY PRACTICE" or "GLP" means the then current
standards for laboratory activities for pharmaceuticals, as set forth in the
United States Federal Food, Drug and Cosmetic Act and applicable regulations
promulgated thereunder, as amended from time to time,
296716
|
Wyeth
As referenced in this Development and License Agreement:
WYETH
– txt
{DESCRIPTION}EX-10.2 DEVELOPMENT AND LICENSE AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.2
DEVELOPMENT AND LICENSE AGREEMENT
BETWEEN
CIMA LABS INC.
AND
WYETH
ACTING THROUGH ITS
WYETH CONSUMER HEALTHCARE DIVISION
FOR
NON-PRESCRIPTION RAPID DISSOLVING LORATADINE TABLETS
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE
_____________
WYETH – 2 DEVELOPMENT AND LICENSE AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.2
DEVELOPMENT AND LICENSE AGREEMENT
BETWEEN
CIMA LABS INC.
AND
WYETH
ACTING THROUGH ITS
WYETH CONSUMER HEALTHCARE DIVISION
FOR
NON-PRESCRIPTION RAPID DISSOLVING LORATADINE TABLETS
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I DEFINITIONS........................................................ 1
ARTICLE II
_____________
WYETH
– Delaware
with offices located at 10000 Valley View Road, Eden Prairie, Minnesota 55344
(hereafter, together with its Affiliates, referred to as "CIMA"), and WYETH
(formerly known as American Home Products Corporation), acting through its Wyeth
Consumer Healthcare Division, a corporation organized and existing under the
laws
_____________
Wyeth
– Minnesota 55344
(hereafter, together with its Affiliates, referred to as "CIMA"), and WYETH
(formerly known as American Home Products Corporation), acting through its Wyeth
Consumer Healthcare Division, a corporation organized and existing under the
laws of the State of Delaware with offices located at Five Giralda
_____________
Wyeth, – located at Five Giralda Farms,
Madison, New Jersey 07940 ("WCH").
W I T N E S S E T H
WHEREAS, CIMA and Wyeth, acting through its ESI Lederle Division
("ESI"), entered into a Development and License Agreement, dated January 14,
2000 (the "Original Development and
_____________
dt 255573
;
Cima Labs
As referenced in this Development and License Agreement:
CIMA LABS – SEQUENCE}4
{FILENAME}c71161exv10w2.txt
{DESCRIPTION}EX-10.2 DEVELOPMENT AND LICENSE AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.2
DEVELOPMENT AND LICENSE AGREEMENT
BETWEEN
CIMA LABS INC.
AND
WYETH
ACTING THROUGH ITS
WYETH CONSUMER HEALTHCARE DIVISION
FOR
NON-PRESCRIPTION RAPID DISSOLVING LORATADINE TABLETS
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {
_____________
CIMA LABS – EXHIBIT B - ADVERSE EXPERIENCE REPORTING PROCEDURES
{/TABLE}
-i-
{PAGE}
DEVELOPMENT AND LICENSE AGREEMENT
THIS AGREEMENT dated the 18th day of June 2002 between CIMA LABS INC.,
a corporation organized and existing under the laws of the State of Delaware
with offices located at 10000 Valley View Road, Eden
_____________
CIMA LABS, – party as herein
provided. All notices shall be deemed effective upon receipt by the party to
whom it is addressed.
If to CIMA:
CIMA LABS, Inc.
10000 Valley View Road
Eden Prairie, Minnesota 55344
Attention: President and CEO
Telephone: 612-947-8762
Telefax: 612-947-8770
If
_____________
CIMA LABS – thereof for the OTC Field.
-23-
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CIMA LABS INC.
By: /s/ John Hontz
-----------------------------------------
Name: John Hontz
Title: Chief Operating Officer
WYETH,
acting through its Wyeth Consumer Healthcare Division
By: /s/ Gregory
_____________
dt 256252
;
| American Home Products Corporation
|
Preview
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| 2000 |
Development and License Agreement
Development and License Agreement (106K)
Doc #296754: Click preview link for longer preview.
DEVELOPMENT AND LICENSE
AGREEMENT
BETWEEN
CIMA LABS INC.
AND
AMERICAN HOME PRODUCTS CORPORATION
ACTING THROUGH ITS DIVISION
ESI LEDERLE
FOR
RAPID DISSOLVING LORATADINE TABLETS
{PAGE} 2
DEVELOPMENT AND LICENSE AGREEMENT
THIS AGREEMENT is signed this 14th day of January 2000 between
CIMA LABS INC., a corporation organized and existing under the laws of the State
of Delaware with offices located at 1000 Valley View Road, Eden Prairie,
Minnesota 55344 (hereafter, together with its Affiliates, referred to as
("CIMA"), and American Home Products Corporation (acting through its division,
ESI Lederle), a corporation organized and existing under the laws of the State
of Delaware with offices located at 130 N. Radnor-Chester Road, St. Davids,
Pennsylvania 19087 ("ESI").
ARTICLE I
DEFINITIONS
1.1 ACTIVE INGREDIENT means ethyl 4-(8-chloro-5, 6-dihydro-11H-benzo
[5,6] cyclohepta [1,2-b]pyridin-11-ylid-ene)-1-piperidine carboxylate, known as
loratadine.
1.2 ADVERSE EXPERIENCE means the definition in the current 21 CFR
"Sections 312.32 and 314.80, as in effect from time to time.
1.3 AFFILIATE means (i) any Person which at the time of determination
is directly or indirectly controlled by any party hereto; (ii) any Person which
at the time of determination directly or indirectly controls any party hereto;
or (iii) any Person which is under the direct or
1
{PAGE} 3
indirect control of any such Person as described in subparagraphs (i) or (ii).
Control in this Section means ownership of greater than fifty percent (50%) of
the voting stock or other voting interests in the Person in question. For
purposes of this Agreement, Immunex Corporation shall not be considered to be an
affiliate of ESI.
1.4 AGENCY means any governmental regulatory authority responsible for
granting approvals, including Pricing Approvals, for the sale of the Product in
a country in the Territory.
1.5 ANDA means an Abbreviated New Drug Application, as defined in the
United States Food, Drug and Cosmetic Act, as amended, and applicable FDA rules
and regulations.
1.6 CIMA PATENTS shall mean those Patents and Patent applications owned
or Controlled by CIMA during the Term of this Agreement that claim the Product,
its manufacture or method of use, including the Patents and Patent applications
which are set forth on Exhibit A hereto.
1.7 COMMERCIALLY REASONABLE EFFORTS means efforts and resources
normally used by a party for a compound or product owned by it or to which it
has rights, which is of similar market potential at a similar stage in its
product life, taking into account the competitiveness of the marketplace, the
proprietary position of the compound or product, the regulatory structure
involved, the profitability of the applicable products, and other relevant
factors. It is anticipated that the level of efforts and resources may change at
different times during the product life cycle of a compound or product.
296754
|
Wyeth
As referenced in this Development and License Agreement:
Wyeth- – REVISION NO. CHANGES ORIGINATOR
---------------------------------------------------------------------------
{S} {C} {C}
00 Original Walid Habib/
Jim Klancke
{/TABLE}
Loratadine Packaging Specifications
Subject to modifications as determined by Wyeth- Ayerst and CIMA Packaging and
Regulatory Affairs staff.
- Each blister card will contain 6 blisters.
- Each carton will contain 5 blister cards.
- Each
_____________
dt 255575
;
Cima Labs
As referenced in this Development and License Agreement:
CIMA LABS – 21
{SEQUENCE}4
{FILENAME}ex10-21.txt
{DESCRIPTION}DEVELOPMENT AND LICENSE AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.21
DEVELOPMENT AND LICENSE
AGREEMENT
BETWEEN
CIMA LABS INC.
AND
AMERICAN HOME PRODUCTS CORPORATION
ACTING THROUGH ITS DIVISION
ESI LEDERLE
FOR
RAPID DISSOLVING LORATADINE TABLETS
{PAGE} 2
DEVELOPMENT AND LICENSE AGREEMENT
_____________
CIMA LABS – LEDERLE
FOR
RAPID DISSOLVING LORATADINE TABLETS
{PAGE} 2
DEVELOPMENT AND LICENSE AGREEMENT
THIS AGREEMENT is signed this 14th day of January 2000 between
CIMA LABS INC., a corporation organized and existing under the laws of the State
of Delaware with offices located at 1000 Valley View Road, Eden
_____________
CIMA LABS, – provided. All notices shall
be deemed effective upon receipt by the party to whom it is addressed.
38
{PAGE} 40
If to CIMA: CIMA LABS, Inc.
10000 Valley View Road
Eden Prairie, Minnesota 55344
Attention: Dr. John Siebert
President and CEO
Telephone: (612) 947-8762
Telefax: (612)
_____________
CIMA LABS – States Government as required.
41
{PAGE} 43
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CIMA LABS INC. ESI LEDERLE
By: /s/ John M. Siebert By: /s/ Mike Dey
Name: John M Siebert Name: Mike Dey
Title: President and CEO
_____________
CIMA LABS, – cost accounting practices consistently applied.
45
{PAGE} 47
EXHIBIT C
SPECIFICATIONS
THE SPECIFICATIONS ARE SET FORTH IN THE FOLLOWING FOUR PAGES.
{PAGE} 48
CIMA LABS, INC.(R)
Raw Materials Specifications
Loratadine, Micronized
COMPONENT #: 20-46837-900 APPROVED: (Quality Control)
-----------
EFFECTIVE DATE: 11-26-99 APPROVED: (Materials)
------------------
SUPERSEDES:
_____________
dt 256290
;
|
Citibank
As referenced in this Development and License Agreement:
Citibank N.A. – parties shall pay interest on any amounts overdue
under this Agreement at a rate equal to the $ prime or equivalent rate quoted by
Citibank N.A. or another mutually acceptable bank, as in effect during the
period from the date due until payment.
5.6 EXCHANGE RATES All
_____________
dt 260219
;
American Home Products Corporation
|
Preview
Full Doc
| 2003 |
Development, License and Supply Agreement
Development, License and Supply Agreement (137K)
Doc #130120: Click preview link for longer preview.
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT
dated as of June 18, 2002
between
WYETH
acting through its Wyeth Consumer Healthcare Division
and
IMPAX LABORATORIES, INC.
for
Loratadine/Pseudoephedrine Combination Tablets
{PAGE}
TABLE OF CONTENTS
ARTICLE I DEFINITIONS........................................................1
ARTICLE II GRANT OF RIGHTS; EXCLUSIVITY......................................8
ARTICLE III DEVELOPMENT ACTIVITIES AND PATENT LITIGATION.....................9
ARTICLE IV SUPPLY...........................................................13
ARTICLE V COMPLIANCE, QUALITY AND ENVIRONMENTAL.............................14
ARTICLE VI LICENSE PAYMENTS, ROYALTIES, AND SUPPLY PRICE....................19
ARTICLE VII REPRESENTATIONS AND WARRANTIES..................................23
ARTICLE VIII INDEMNIFICATION AND INSURANCE..................................26
ARTICLE IX TERM AND TERMINATION.............................................28
ARTICLE X CONFIDENTIALITY...................................................34
ARTICLE XI TRADEMARKS; INFRINGEMENT OF IMPAX PATENTS........................36
ARTICLE XII FORCE MAJEURE...................................................37
ARTICLE XIII NOTICES........................................................38
ARTICLE XIV MISCELLANEOUS...................................................39
EXHIBIT A
Impax Patents.............................................................
EXHIBIT B
Pricing and Direct Manufacturing Costs....................................
EXHIBIT C
Quality Agreement.........................................................
EXHIBIT D
Adverse Experience Reporting Procedures...................................
- i -
{PAGE}
THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT is made and entered into
as of this 1st day of June 2002, between WYETH, a corporation organized and
existing under the laws of Delaware, acting through its Wyeth Consumer
Healthcare Division and having an address at Five Giralda Farms, Madison, New
Jersey 07940 ("WCH") and IMPAX LABORATORIES, INC., a corporation organized and
existing under the laws of Delaware and having an address at 3735 Castor Avenue,
Philadelphia, Pennsylvania 19124 ("IMPAX").
RECITALS
WHEREAS, IMPAX has developed two loratadine/pseudoephedrine combination
products and has filed an Abbreviated New Drug Application for each such product
with the United States Food and Drug Administration;
WHEREAS, WCH wishes to license IMPAX's patents and technical
information with respect to such loratadine/pseudoephedrine combination products
and to have IMPAX supply WCH with such products for sale as over-the-counter
drugs; and
WHEREAS, IMPAX is experienced in the manufacture of pharmaceutical
products and is willing to grant such license and supply WCH with such products,
all on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following capitalized
terms have the meanings indicated below:
1.1.1 "Affiliate" means, in the case of either Party, any
corporation, joint venture, or other business entity which directly or
indirectly controls, is controlled by, or is under common control with that
Party. "Control," as used in this Section 1.1.1, means having the power to
direct, or cause the direction of, the management and policies of an entity,
whether through ownership of voting securities, by contract or otherwise.
Notwithstanding the foregoing, for purposes of this Agreement, the term
"Affiliate" does not include entities in which a Party or its Affiliates owns a
majority of the ordinary voting power to elect a majority of the board of
directors but is restricted from electing such majority by contract or
otherwise, until such time as such restrictions are no longer in effect.
1.1.2 "ANDA" means an Abbreviated New Drug Application, as defined
in the FD&C Act and applicable FDA rules and regulations.
130120
|
Wyeth
As referenced in this Development, License and Supply Agreement:
WYETH
– pursuant to a request for
confidential treatment filed with the SEC
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT
dated as of June 18, 2002
between
WYETH
acting through its Wyeth Consumer Healthcare Division
and
IMPAX LABORATORIES, INC.
for
Loratadine/Pseudoephedrine Combination Tablets
{PAGE}
TABLE OF CONTENTS
ARTICLE I
_____________
Wyeth – for
confidential treatment filed with the SEC
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT
dated as of June 18, 2002
between
WYETH
acting through its Wyeth Consumer Healthcare Division
and
IMPAX LABORATORIES, INC.
for
Loratadine/Pseudoephedrine Combination Tablets
{PAGE}
TABLE OF CONTENTS
ARTICLE I DEFINITIONS........................................................1
ARTICLE II GRANT
_____________
WYETH, – Procedures...................................
- i -
{PAGE}
THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT is made and entered into
as of this 1st day of June 2002, between WYETH, a corporation organized and
existing under the laws of Delaware, acting through its Wyeth Consumer
Healthcare Division and having an address at
_____________
Wyeth – as of this 1st day of June 2002, between WYETH, a corporation organized and
existing under the laws of Delaware, acting through its Wyeth Consumer
Healthcare Division and having an address at Five Giralda Farms, Madison, New
Jersey 07940 ("WCH") and IMPAX LABORATORIES, INC., a corporation organized
_____________
Wyeth – 13.3 or such other address as
notified in writing by such Party to the other Party.
13.3 Addresses.
If to WCH:
Wyeth Consumer Healthcare
Five Giralda Farms
Madison, New Jersey 07940
Attention: President
Facsimile No.: 973-660-7199
With a copy to:
Wyeth
Five Giralda
_____________
dt 91167
;
Impax Labs
As referenced in this Development, License and Supply Agreement:
IMPAX LABORATORIES, – the SEC
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT
dated as of June 18, 2002
between
WYETH
acting through its Wyeth Consumer Healthcare Division
and
IMPAX LABORATORIES, INC.
for
Loratadine/Pseudoephedrine Combination Tablets
{PAGE}
TABLE OF CONTENTS
ARTICLE I DEFINITIONS........................................................1
ARTICLE II GRANT OF RIGHTS; EXCLUSIVITY......................................8
ARTICLE
_____________
IMPAX LABORATORIES, – of Delaware, acting through its Wyeth Consumer
Healthcare Division and having an address at Five Giralda Farms, Madison, New
Jersey 07940 ("WCH") and IMPAX LABORATORIES, INC., a corporation organized and
existing under the laws of Delaware and having an address at 3735 Castor Avenue,
Philadelphia, Pennsylvania 19124 ("
_____________
IMPAX Laboratories, – instituted lawsuits against IMPAX for patent infringement with respect to the
D-12 Product and the D-24 Product. In Schering Corp. v. IMPAX Laboratories,
Inc., Civil Action No. 01-0520 (D.N.J.), Schering has charged infringement of
U.S. Patent 4,659,716 (the "'716
_____________
IMPAX Laboratories, – charged infringement of
U.S. Patent 4,659,716 (the "'716 patent") with respect to the D-12 Product. In
Schering Corp. v. IMPAX Laboratories, Inc., Civil Action No. 01-0009 (D.N.J.),
Schering has charged infringement of both the '716 patent and U.S. Patent
_____________
Impax Laboratories, – With a copy to:
Wyeth
Five Giralda Farms
Madison, New Jersey 07940
Attention: General Counsel
Facsimile No.: 973-660-7050
If to IMPAX:
Impax Laboratories, Inc.
3735 Castor Avenue
Philadelphia, Pennsylvania 19124
Attention: Barry R. Edwards, Co-Chief Executive Officer
Facsimile No.: 215-289-5932
With a
_____________
dt 182538
;
|
Chase Manhattan
As referenced in this Development, License and Supply Agreement:
Chase Manhattan Bank – as
the case may be, (ii) interest on such overpayment or underpayment, as the case
may be, at the prime rate quoted by Chase Manhattan Bank N.A. from the date
payment was first due until the date of payment of such overpayment or
underpayment, as the case may
_____________
dt 101640
;
Blank Rome
As referenced in this Development, License and Supply Agreement:
Blank, Rome – Chief Executive Officer
Facsimile No.: 215-289-5932
With a copy to:
Sol Genauer, Esq.
Blank, Rome , Comisky & McCauley LLP
One Logan Square
Philadelphia, Pennsylvania 19103-6998
Facsimile No.: 215-569-
dt 29672
|
Preview
Full Doc
| 2003 |
Development, License and Supply Agreement
Development, License and Supply Agreement (137K)
Doc #274531: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10
{SEQUENCE}3
{FILENAME}ex10-60.txt
{DESCRIPTION}EXHIBIT 10.60
{TEXT}
{PAGE}
Redacted pursuant to a request for
confidential treatment filed with the SEC
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT
dated as of June 18, 2002
between
WYETH
acting through its Wyeth Consumer Healthcare Division
and
IMPAX LABORATORIES, INC.
for
Loratadine/Pseudoephedrine Combination Tablets
{PAGE}
TABLE OF CONTENTS
ARTICLE I DEFINITIONS........................................................1
ARTICLE II GRANT OF RIGHTS; EXCLUSIVITY......................................8
ARTICLE III DEVELOPMENT ACTIVITIES AND PATENT LITIGATION.....................9
ARTICLE IV SUPPLY...........................................................13
ARTICLE V COMPLIANCE, QUALITY AND ENVIRONMENTAL.............................14
ARTICLE VI LICENSE PAYMENTS, ROYALTIES, AND SUPPLY PRICE....................19
ARTICLE VII REPRESENTATIONS AND WARRANTIES..................................23
ARTICLE VIII INDEMNIFICATION AND INSURANCE..................................26
ARTICLE IX TERM AND TERMINATION.............................................28
ARTICLE X CONFIDENTIALITY...................................................34
ARTICLE XI TRADEMARKS; INFRINGEMENT OF IMPAX PATENTS........................36
ARTICLE XII FORCE MAJEURE...................................................37
ARTICLE XIII NOTICES........................................................38
ARTICLE XIV MISCELLANEOUS...................................................39
EXHIBIT A
Impax Patents.............................................................
EXHIBIT B
Pricing and Direct Manufacturing Costs....................................
EXHIBIT C
Quality Agreement.........................................................
EXHIBIT D
Adverse Experience Reporting Procedures...................................
- i -
{PAGE}
THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT is made and entered into
as of this 1st day of June 2002, between WYETH, a corporation organized and
existing under the laws of Delaware, acting through its Wyeth Consumer
Healthcare Division and having an address at Five Giralda Farms, Madison, New
Jersey 07940 ("WCH") and IMPAX LABORATORIES, INC., a corporation organized and
existing under the laws of Delaware and having an address at 3735 Castor Avenue,
Philadelphia, Pennsylvania 19124 ("IMPAX").
RECITALS
WHEREAS, IMPAX has developed two loratadine/pseudoephedrine combination
products and has filed an Abbreviated New Drug Application for each such product
with the United States Food and Drug Administration;
WHEREAS, WCH wishes to license IMPAX's patents and technical
information with respect to such loratadine/pseudoephedrine combination products
and to have IMPAX supply WCH with such products for sale as over-the-counter
drugs; and
WHEREAS, IMPAX is experienced in the manufacture of pharmaceutical
products and is willing to grant such license and supply WCH with such products,
all on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following capitalized
terms have the meanings indicated below:
1.1.1 "Affiliate" means, in the case of either Party, any
corporation, joint venture, or other business entity which directly or
indirectly controls, is controlled by, or is under common control with that
274531
|
Wyeth
As referenced in this Development, License and Supply Agreement:
WYETH
– pursuant to a request for
confidential treatment filed with the SEC
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT
dated as of June 18, 2002
between
WYETH
acting through its Wyeth Consumer Healthcare Division
and
IMPAX LABORATORIES, INC.
for
Loratadine/Pseudoephedrine Combination Tablets
{PAGE}
TABLE OF CONTENTS
ARTICLE I
_____________
Wyeth – for
confidential treatment filed with the SEC
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT
dated as of June 18, 2002
between
WYETH
acting through its Wyeth Consumer Healthcare Division
and
IMPAX LABORATORIES, INC.
for
Loratadine/Pseudoephedrine Combination Tablets
{PAGE}
TABLE OF CONTENTS
ARTICLE I DEFINITIONS........................................................1
ARTICLE II GRANT
_____________
WYETH, – Procedures...................................
- i -
{PAGE}
THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT is made and entered into
as of this 1st day of June 2002, between WYETH, a corporation organized and
existing under the laws of Delaware, acting through its Wyeth Consumer
Healthcare Division and having an address at
_____________
Wyeth – as of this 1st day of June 2002, between WYETH, a corporation organized and
existing under the laws of Delaware, acting through its Wyeth Consumer
Healthcare Division and having an address at Five Giralda Farms, Madison, New
Jersey 07940 ("WCH") and IMPAX LABORATORIES, INC., a corporation organized
_____________
Wyeth – 13.3 or such other address as
notified in writing by such Party to the other Party.
13.3 Addresses.
If to WCH:
Wyeth Consumer Healthcare
Five Giralda Farms
Madison, New Jersey 07940
Attention: President
Facsimile No.: 973-660-7199
With a copy to:
Wyeth
Five Giralda
_____________
dt 183081
;
Impax Labs
As referenced in this Development, License and Supply Agreement:
IMPAX LABORATORIES, – the SEC
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT
dated as of June 18, 2002
between
WYETH
acting through its Wyeth Consumer Healthcare Division
and
IMPAX LABORATORIES, INC.
for
Loratadine/Pseudoephedrine Combination Tablets
{PAGE}
TABLE OF CONTENTS
ARTICLE I DEFINITIONS........................................................1
ARTICLE II GRANT OF RIGHTS; EXCLUSIVITY......................................8
ARTICLE
_____________
IMPAX LABORATORIES, – of Delaware, acting through its Wyeth Consumer
Healthcare Division and having an address at Five Giralda Farms, Madison, New
Jersey 07940 ("WCH") and IMPAX LABORATORIES, INC., a corporation organized and
existing under the laws of Delaware and having an address at 3735 Castor Avenue,
Philadelphia, Pennsylvania 19124 ("
_____________
IMPAX Laboratories, – instituted lawsuits against IMPAX for patent infringement with respect to the
D-12 Product and the D-24 Product. In Schering Corp. v. IMPAX Laboratories,
Inc., Civil Action No. 01-0520 (D.N.J.), Schering has charged infringement of
U.S. Patent 4,659,716 (the "'716
_____________
IMPAX Laboratories, – charged infringement of
U.S. Patent 4,659,716 (the "'716 patent") with respect to the D-12 Product. In
Schering Corp. v. IMPAX Laboratories, Inc., Civil Action No. 01-0009 (D.N.J.),
Schering has charged infringement of both the '716 patent and U.S. Patent
_____________
Impax Laboratories, – With a copy to:
Wyeth
Five Giralda Farms
Madison, New Jersey 07940
Attention: General Counsel
Facsimile No.: 973-660-7050
If to IMPAX:
Impax Laboratories, Inc.
3735 Castor Avenue
Philadelphia, Pennsylvania 19124
Attention: Barry R. Edwards, Co-Chief Executive Officer
Facsimile No.: 215-289-5932
With a
_____________
dt 192949
;
|
Chase Manhattan
As referenced in this Development, License and Supply Agreement:
Chase Manhattan Bank – as
the case may be, (ii) interest on such overpayment or underpayment, as the case
may be, at the prime rate quoted by Chase Manhattan Bank N.A. from the date
payment was first due until the date of payment of such overpayment or
underpayment, as the case may
_____________
dt 186310
;
Blank Rome
As referenced in this Development, License and Supply Agreement:
Blank, Rome – Philadelphia, Pennsylvania 19124
Attention: Barry R. Edwards, Co-Chief Executive Officer
Facsimile No.: 215-289-5932
With a copy to:
Sol Genauer, Esq.
Blank, Rome , Comisky & McCauley LLP
One Logan Square
Philadelphia, Pennsylvania 19103-6998
Facsimile No.: 215-569-5628
-38-
{PAGE}
ARTICLE XIV
MISCELLANEOUS
14.1
_____________
dt 184962
|
Preview
Full Doc
| 2002 |
Development, License and Supply Agreement
Development, License and Supply Agreement (139K)
Doc #274550: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10
{SEQUENCE}3
{FILENAME}ex10-60.txt
{DESCRIPTION}EXHIBIT 10.60
{TEXT}
{PAGE}
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT
dated as of June 18, 2002
between
WYETH
acting through its Wyeth Consumer Healthcare Division
and
IMPAX LABORATORIES, INC.
for
Loratadine/Pseudoephedrine Combination Tablets
{PAGE}
TABLE OF CONTENTS
ARTICLE I DEFINITIONS.......................................................1
ARTICLE II GRANT OF RIGHTS; EXCLUSIVITY.....................................8
ARTICLE III DEVELOPMENT ACTIVITIES AND PATENT LITIGATION....................9
ARTICLE IV SUPPLY..........................................................13
ARTICLE V COMPLIANCE, QUALITY AND ENVIRONMENTAL............................15
ARTICLE VI LICENSE PAYMENTS, ROYALTIES, AND SUPPLY PRICE...................19
ARTICLE VII REPRESENTATIONS AND WARRANTIES.................................23
ARTICLE VIII INDEMNIFICATION AND INSURANCE.................................26
ARTICLE IX TERM AND TERMINATION............................................29
ARTICLE X CONFIDENTIALITY..................................................35
ARTICLE XI TRADEMARKS; INFRINGEMENT OF IMPAX PATENTS.......................37
ARTICLE XII FORCE MAJEURE..................................................38
ARTICLE XIII NOTICES.......................................................39
ARTICLE XIV MISCELLANEOUS..................................................40
-i-
{PAGE}
THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT is made and entered into
as of this 1st day of June 2002, between WYETH, a corporation organized and
existing under the laws of Delaware, acting through its Wyeth Consumer
Healthcare Division and having an address at Five Giralda Farms, Madison, New
Jersey 07940 ("WCH") and IMPAX LABORATORIES, INC., a corporation organized and
existing under the laws of Delaware and having an address at 3735 Castor Avenue,
Philadelphia, Pennsylvania 19124 ("IMPAX").
RECITALS
WHEREAS, IMPAX has developed two loratadine/pseudoephedrine combination
products and has filed an Abbreviated New Drug Application for each such product
with the United States Food and Drug Administration;
WHEREAS, WCH wishes to license IMPAX's patents and technical
information with respect to such loratadine/pseudoephedrine combination products
and to have IMPAX supply WCH with such products for sale as over-the-counter
drugs; and
WHEREAS, IMPAX is experienced in the manufacture of pharmaceutical
products and is willing to grant such license and supply WCH with such products,
all on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following capitalized
terms have the meanings indicated below:
1.1.1 "Affiliate" means, in the case of either Party, any
corporation, joint venture, or other business entity which directly or
indirectly controls, is controlled by, or is under common control with that
Party. "Control," as used in this Section 1.1.1, means having the power to
direct, or cause the direction of, the management and policies of an entity,
whether through ownership of voting securities, by contract or otherwise.
Notwithstanding the foregoing, for purposes of this Agreement, the term
"Affiliate" does not include entities in which a Party or its Affiliates owns a
majority of the ordinary voting power to elect a majority of the board of
directors but is restricted from electing such majority by contract or
otherwise, until such time as such restrictions are no longer in effect.
1.1.2 "ANDA" means an Abbreviated New Drug Application, as
defined in the FD&C Act and applicable FDA rules and regulations.
-1-
{PAGE}
1.1.3 "Batch" means a Manufacturing run of Product which
yields approximately one million two hundred thousand (1,200,000) tablets of
Product, as the same may be amended from time to time by the mutual written
agreement of the Parties.
1.1.4 "Certificate of Analysis" means the document identifying
the results of the Methods of Analysis for a specific Batch of Product in the
form agreed to by the Parties.
1.1.5 "CMC" has the meaning set forth in Section 3.1.1(ii).
1.1.6 "Commercially Reasonable Efforts" means efforts and
resources normally used by a Party for a compound or product owned by it or to
which it has rights, which is of similar market potential at a similar stage in
its product life, taking into account the competitiveness of the marketplace,
the proprietary position of the compound or product, the regulatory structure
involved, the profitability of the applicable products, and other relevant
factors. It is anticipated that the level of effort and resources may change at
different times during the product life cycle of a compound or product.
1.1.7 "Competing Product" has the meaning set forth in Section
2.3.
1.1.8 "Confidential Information" means either WCH Confidential
Information, IMPAX Confidential Information or both, as the context requires.
1.1.9 "Contract Year" means the period from the Effective Date
through May 31, 2003 and each consecutive twelve (12) month period thereafter
during the Term.
1.1.10 "Control" or "Controlled" in the context of
intellectual property rights means rights to intellectual property sufficient to
allow a grant of rights to a Party.
1.1.11 "Direct Development Cost" means (a) costs directly
274550
|
Wyeth
As referenced in this Development, License and Supply Agreement:
WYETH
– 3
{FILENAME}ex10-60.txt
{DESCRIPTION}EXHIBIT 10.60
{TEXT}
{PAGE}
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT
dated as of June 18, 2002
between
WYETH
acting through its Wyeth Consumer Healthcare Division
and
IMPAX LABORATORIES, INC.
for
Loratadine/Pseudoephedrine Combination Tablets
{PAGE}
TABLE OF CONTENTS
ARTICLE I
_____________
Wyeth – txt
{DESCRIPTION}EXHIBIT 10.60
{TEXT}
{PAGE}
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT
dated as of June 18, 2002
between
WYETH
acting through its Wyeth Consumer Healthcare Division
and
IMPAX LABORATORIES, INC.
for
Loratadine/Pseudoephedrine Combination Tablets
{PAGE}
TABLE OF CONTENTS
ARTICLE I DEFINITIONS.......................................................1
ARTICLE II GRANT
_____________
WYETH, – 40
-i-
{PAGE}
THIS DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT is made and entered into
as of this 1st day of June 2002, between WYETH, a corporation organized and
existing under the laws of Delaware, acting through its Wyeth Consumer
Healthcare Division and having an address at
_____________
Wyeth – as of this 1st day of June 2002, between WYETH, a corporation organized and
existing under the laws of Delaware, acting through its Wyeth Consumer
Healthcare Division and having an address at Five Giralda Farms, Madison, New
Jersey 07940 ("WCH") and IMPAX LABORATORIES, INC., a corporation organized
_____________
Wyeth – 13.3 or such other address as
notified in writing by such Party to the other Party.
13.3 Addresses.
If to WCH:
Wyeth Consumer Healthcare
Five Giralda Farms
Madison, New Jersey 07940
Attention: President
Facsimile No.: 973-660-7199
With a copy to:
Wyeth
Five Giralda
_____________
dt 183082
;
Impax Labs
As referenced in this Development, License and Supply Agreement:
IMPAX LABORATORIES, – TEXT}
{PAGE}
DEVELOPMENT, LICENSE AND SUPPLY AGREEMENT
dated as of June 18, 2002
between
WYETH
acting through its Wyeth Consumer Healthcare Division
and
IMPAX LABORATORIES, INC.
for
Loratadine/Pseudoephedrine Combination Tablets
{PAGE}
TABLE OF CONTENTS
ARTICLE I DEFINITIONS.......................................................1
ARTICLE II GRANT OF RIGHTS; EXCLUSIVITY.....................................8
ARTICLE
_____________
IMPAX LABORATORIES, – of Delaware, acting through its Wyeth Consumer
Healthcare Division and having an address at Five Giralda Farms, Madison, New
Jersey 07940 ("WCH") and IMPAX LABORATORIES, INC., a corporation organized and
existing under the laws of Delaware and having an address at 3735 Castor Avenue,
Philadelphia, Pennsylvania 19124 ("
_____________
IMPAX Laboratories, – instituted lawsuits against IMPAX for patent infringement with respect to the
D-12 Product and the D-24 Product. In Schering Corp. v. IMPAX Laboratories,
Inc., Civil Action No. 01-0520 (D.N.J.), Schering has charged infringement of
U.S. Patent 4,659,716 (the "'716
_____________
IMPAX Laboratories, – charged infringement of
U.S. Patent 4,659,716 (the "'716 patent") with respect to the D-12 Product. In
Schering Corp. v. IMPAX Laboratories, Inc., Civil Action No. 01-0009 (D.N.J.),
Schering has charged infringement of both the '716 patent and U.S. Patent
_____________
Impax Laboratories, – With a copy to:
Wyeth
Five Giralda Farms
Madison, New Jersey 07940
Attention: General Counsel
Facsimile No.: 973-660-7050
If to IMPAX:
Impax Laboratories, Inc.
3735 Castor Avenue
Philadelphia, Pennsylvania 19124
Attention: Barry R. Edwards, Co-Chief Executive Officer
Facsimile No.: 215-289-5932
-39-
{PAGE}
_____________
dt 192968
;
|
Chase Manhattan
As referenced in this Development, License and Supply Agreement:
Chase Manhattan Bank – as
the case may be, (ii) interest on such overpayment or underpayment, as the case
may be, at the prime rate quoted by Chase Manhattan Bank N.A. from the date
payment was first due until the date of payment of such overpayment or
underpayment, as the case may
_____________
dt 186311
;
Blank Rome
As referenced in this Development, License and Supply Agreement:
Blank, Rome – 19124
Attention: Barry R. Edwards, Co-Chief Executive Officer
Facsimile No.: 215-289-5932
-39-
{PAGE}
With a copy to:
Sol Genauer, Esq.
Blank, Rome , Comisky & McCauley LLP
One Logan Square
Philadelphia, Pennsylvania 19103-6998
Facsimile No.: 215-569-5628
ARTICLE XIV
MISCELLANEOUS
14.1 Governing Law.
_____________
dt 184964
|
Preview
Full Doc
| 2003 |
Directors' Deferral Plan
Directors' Deferral Plan (37K)
Doc #361859: Click preview link for longer preview.
WYETH
DIRECTORS' DEFERRAL PLAN
(as amended on November 21, 2002)
SECTION 1. ESTABLISHMENT OF THE PLAN
Effective May 1, 1997, there is hereby established a plan whereby Directors
of the Company who are not current employees of the Company may voluntarily
defer compensation (the "Deferred Compensation" portion of the Plan), and may
share in the long-term growth of the Company (the "Deferred Stock" portion of
the Plan). Prior to May . . .
361859
|
Wyeth
As referenced in this Directors' Deferral Plan:
WYETH
– {DOCUMENT}
{TYPE}EX-10.35
{SEQUENCE}13
{FILENAME}dirdefer.txt
{DESCRIPTION}DIRECTORS DEFERRAL PLAN
{TEXT}
WYETH
DIRECTORS' DEFERRAL PLAN
(as amended on November 21, 2002)
SECTION 1. ESTABLISHMENT OF THE PLAN
Effective May 1, 1997, there is hereby established a plan whereby Directors
of the
_____________
"Wyeth" – to Section 7.3 hereof.
2.3. Board of Directors. The term "Board of Directors" means the Board of
Directors of the Company.
2.4. Company. The terms "Company" or "Wyeth" mean Wyeth, a Delaware
corporation (as successor to American Home Products Corporation).
2.5. Company Credit. The term "Company Credit" means an amount computed and
credited to a Participant'
_____________
Wyeth, – 7.3 hereof.
2.3. Board of Directors. The term "Board of Directors" means the Board of
Directors of the Company.
2.4. Company. The terms "Company" or "Wyeth" mean Wyeth, a Delaware
corporation (as successor to American Home Products Corporation).
2.5. Company Credit. The term "Company Credit" means an amount computed and
credited to a Participant's Deferred
_____________
Wyeth – term "Participant" means a Director who is a
Deferred Stock Participant, a Deferred Compensation Participant, or both, as the
case may be.
2.19. Plan. The term "Plan" means the Wyeth Directors' Deferral Plan, as
set forth herein and as it may be amended from time to time.
2.20. Prior Plan. The term "Prior Plan" has the meaning set
_____________
dt 1491812
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