EXHIBIT 4.11
EXECUTION COPY
---------------------------------------
U.S. $250,000,000
364-DAY SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of May 1, 2002
among
THE PEPSI BOTTLING GROUP, INC.
BOTTLING GROUP, LLC
THE LENDERS NAMED HEREIN
JPMORGAN CHASE BANK,
as Agent,
BANC OF AMERICA SECURITIES LLC and
J.P. MORGAN SECURITIES INC.,
as Co-Lead Arrangers and
Joint Book Managers
and
BANK OF AMERICA, N.A. and
CITIBANK, N.A.,
as Co-Syndication Agents
---------------------------------------
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1, 2002
(the "AGREEMENT") among THE PEPSI BOTTLING GROUP, INC., a Delaware corporation
(the "COMPANY"), BOTTLING GROUP, LLC, a Delaware limited liability company (the
"GUARANTOR"), the banks, financial institutions and other institutional lenders
(the "INITIAL LENDERS") listed on the signature pages hereof, and JPMORGAN CHASE
BANK, as Agent (in such capacity, the "AGENT") for the Lenders.
The Company, certain banks and the Agent are parties to a Credit
Agreement dated as of May 3, 2000 (as amended and restated as of May 2, 2001,
and as heretofore amended, modified and in effect on the date hereof, the
"EXISTING CREDIT AGREEMENT") providing for the making of loans by such banks to
the Company in an aggregate principal amount at any one time outstanding not
exceeding $250,000,000 (or as increased pursuant to the terms of the Existing
Credit Agreement).
The parties hereto wish to amend the Existing Credit Agreement to,
among other things, extend the Termination Date by 364 days and to restate the
Existing Credit Agreement to read in its entirety as set forth in the Existing
Credit Agreement (which Existing Credit Agreement is incorporated herein by this
reference) as so amended. The parties hereto agree as follows:
Section 1. DEFINITIONS. Capitalized terms used but not otherwise
defined herein have the meanings given them in the Existing Credit Agreement.
Section 2. AMENDMENTS. The Existing Credit Agreement is hereby
amended, effective as of the Restatement Date (as defined in Section 4 hereof),
as follows, and as so amended is restated in its entirety effective on the
Restatement Date:
(a) GENERAL. Each reference to this "Agreement" and words of
similar import in the Existing Credit Agreement as amended and
restated hereby shall be deemed to be a reference to the Existing
Credit Agreement as amended and restated hereby and as the same may be
further amended, supplemented and otherwise modified and in effect
from time to time.
(b) TERMINATION DATE. The definition of "Termination Date"
set forth in Section 1.01 of the Existing Credit Agreement is amended
in its entirety to read as follows:
"TERMINATION DATE" means April 30, 2003 or, if earlier, the
date of termination in whole of the Commitments pursuant to Section
2.05(a) or 6.01 or, in the case of any Lender whose Commitment is
extended pursuant to Section 2.06(c), the date to which such
Commitment is extended; PROVIDED in each case
-2-
that if any such date is not a Business Day, the relevant Termination
Date of such Lender shall be the immediately preceding Business Day.
Section 3. REPRESENTATIONS AND WARRANTIES. Each of the Company and the
Guarantor (each, a "LOAN PARTY") represents and warrants that (i) each of the
representations and warranties of such Loan Party contained in Section 4.01 of
the Existing Credit Agreement, after giving effect to the amendment and
restatement contemplated hereby, is true and correct on and as of the
Restatement Date with the same force and effect as if made on and as of the
Restatement Date, and as if each reference in Section 4.01(e) to "December 25,
1999" referred to "December 29, 2001", and (ii) no Default or Event of Default
has occurred and is continuing on and as of the Restatement Date. The Company
agrees that if any representation and warranty contained in this Section 3 shall
prove to have been incorrect in any material respect when made, it shall be
deemed to be an Event of Default under Section 6.01(b) of the Existing Credit
Agreement as amended and restated hereby.
Section 4. CONDITIONS TO EFFECTIVENESS. This Agreement shall become
effective on the date (the "RESTATEMENT DATE") on which the Agent notifies the
Company that the following conditions have been satisfied:
(i) EXECUTION BY ALL PARTIES. This Agreement shall have been
executed and delivered by each of the Company, the Guarantor, the
Agent and the Initial Lenders.
(ii) DOCUMENTS. The Agent shall have received the following
documents, each of which shall be dated the Restatement Date and shall
otherwise be satisfactory to the Agent in form and substance:
(a) Certified copies of the resolutions of the Board of
Directors of the Company and of the Guarantor approving this Agreement
and the Existing Credit Agreement as amended and restated hereby, and
of all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Agreement and the
Existing Credit Agreement as amended and restated hereby.
(b) A certificate of the Secretary or an Assistant Secretary
of the Company certifying the names and true signatures of the
officers of the Company authorized to sign this Agreement and the
other documents to be delivered hereunder.
(c) A certificate of the Secretary or an Assistant Secretary
of the Guarantor certifying the names and true signatures of the
officers of the Guarantor authorized to sign this Agreement and the
other documents to be delivered hereunder.
(d) An opinion of Pamela McGuire, General Counsel of each of
the Company and the Guarantor, substantially in the form of Exhibit C
to the Existing Credit Agreement (with such necessary changes to
reflect the amendment and
-3-
restatement contemplated hereby) and as to such other matters as any
Initial Lender through the Agent may reasonably request.
(e) A favorable opinion of Milbank, Tweed, Hadley & McCloy
LLP, special New York counsel for the Agent.
(f) The Agent shall have received such other approvals,
opinions or documents as any Initial Lender through the Agent may
reasonably request.
Section 5. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
Section 6. EXPENSES. Without limiting its obligations under Section
8.04 of the Existing Credit Agreement, the Company agrees to pay all reasonable
out-of-pocket expenses incurred by the Agent, Bank of America, N.A. and each of
their Affiliates, including the reasonable fees, charges and disbursements of
counsel for the Agent, in connection with the preparation, execution and
delivery of this Agreement.
Section 7. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns.
Section 8. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above written.
THE PEPSI BOTTLING GROUP, INC.,
as Borrower
By: /s/ Nicholas J. D'alessandro
----------------------------
Name: Nicholas J. D'Alessandro
Title: Vice President and Treasurer
BOTTLING GROUP, LLC,
as Guarantor
By: /s/ Nicholas J. D'alessandro
----------------------------
Name: Nicholas J. D'Alessandro
Title: Managing Director-Delegatee
JPMORGAN CHASE BANK,
as Agent
By: /s/ B.B. Wuthrich
-----------------
Name: B.B. Wuthrich
Title: Vice President
COMMITMENT INITIAL LENDERS
---------- ---------------
$30,000,000 JPMORGAN CHASE BANK
By: /s/ B.B. Wuthrich
-----------------
Name: B.B. Wuthrich
Title: Vice President
$30,000,000 CITIBANK, N.A.
By: /s/ Sandy Salgado
-----------------
Name: Sandy Salgado
Title: Vice President,
Senior Banker
$30,000,000 BANK OF AMERICA, N.A.
By: /s/ David L. Catherall
-----------------------
Name: David L. Catherall
Title: Vice President
$30,000,000 DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS BRANCH
By: /s/ William W. Mcginty
-----------------------
Name: William W. McGinty
Title: Director
By: /s/ Thomas A. Foley
-------------------
Name: Thomas A. Foley
Title: Vice President
$25,000,000 CREDIT SUISSE FIRST BOSTON,
Cayman Island Branch
By: /s/ David W. Kratovil
---------------------
Name: David W. Kratovil
Title: Director
By: /s/ James P. Moran
------------------
Name: James P. Moran
Title: Director
$20,000,000 THE NORTHERN TRUST COMPANY
By: /s/ Eric Strickland
-------------------
Name: Eric Strickland
Title: Vice President
$20,000,000 LEHMAN COMMERCIAL PAPER INC.
By: /s/ Francis J. Chang
--------------------
Name: Francis J. Chang
Title: Vice President
$15,000,000 ROYAL BANK OF CANADA
By: /s/ Ritta Y. Lee
----------------
Name: Ritta Y. Lee
Title: Senior Manager
$12,500,000 BANCO BILBAO VIZCAYA
By: /s/ John Martini
----------------
Name: John Martini
Title: Vice President
By: /s/ Erich Michel
-----------------
Name: Erich Michel
Title: Vice President
$12,500,000 THE BANK OF NEW YORK
By: /s/ Joanna S. Bellocq
---------------------
Name: Joanna S. Bellocq
Title: Vice President
$12,500,000 FLEET NATIONAL BANK
By: /s/ Renata Salgado
------------------
Name: Renata Salgado
Title: Vice President
$12,500,000 STATE STREET BANK AND
TRUST COMPANY
By: /s/ Juan G. Sierra
-------------------
Name: Juan G. Sierra
Title: Assistant Vice
President
----------------------------------
$250,000,000 - Total of the Commitments