Exhibit 99.2
ISSUING AND PAYING AGENCY
AGREEMENT
This
Agreement, dated as of April 29, 2005, is by and between Wm.
Wrigley Jr. Company (the “ Issuer ”) and
JPMorgan Chase Bank, National Association (
“JPMorgan” ).
1.
APPOINTMENT AND
ACCEPTANCE
The
Issuer hereby appoints JPMorgan as its issuing and paying agent in
connection with the issuance and payment of certain short-term
promissory notes of the Issuer (the “Notes” ),
as further described herein, and JPMorgan agrees to act as such
agent upon the terms and conditions contained in this
Agreement.
2.
COMMERCIAL PAPER
PROGRAMS
The
Issuer may establish one or more commercial paper programs under
this Agreement by delivering to JPMorgan a completed program
schedule (the “Program Schedule” ), with respect
to each such program. JPMorgan has given the Issuer a
copy of the current form of Program Schedule and the Issuer shall
complete and return its first Program Schedule to JPMorgan prior to
or simultaneously with the execution of this Agreement. In
the event that any of the information provided in, or attached to,
a Program Schedule shall change, the Issuer shall promptly inform
JPMorgan of such change in writing.
3.
NOTES
All
Notes issued by the Issuer under this Agreement shall be short-term
promissory notes, exempt from the registration requirements of the
Securities Act of 1933, as amended, as indicated on the Program
Schedules, and from applicable state securities laws. The
Notes may be placed by dealers (the “Dealers” )
pursuant to Section 4 hereof. Notes shall be issued in either
certificated or book-entry form.
4.
AUTHORIZED
REPRESENTATIVES
The
Issuer shall deliver to JPMorgan a duly adopted corporate
resolution from the Issuer’s Board of Directors (or other
governing body) authorizing the issuance of Notes under each
program established pursuant to this Agreement and a certificate of
incumbency, with specimen signatures attached, of those officers,
employees and agents of the Issuer authorized to take certain
actions with respect to the Notes as provided in this Agreement
(each such person is hereinafter referred to as an
“Authorized Representative” ). Until
JPMorgan receives any subsequent incumbency certificates of the
Issuer, JPMorgan shall be entitled to rely on the last incumbency
certificate delivered to it for the purpose of determining the
Authorized Representatives. The Issuer represents and
warrants that each Authorized Representative may appoint other
officers, employees and agents of the Issuer (the
“Delegates” ) to issue instructions to JPMorgan
under this Agreement, and take other actions on the Issuer’s
behalf hereunder, provided that notice of the appointment of each
Delegate is delivered to JPMorgan in writing. Each such
appointment shall remain in effect unless and until revoked by the
Issuer in a written notice to JPMorgan.
5.
CERTIFICATED
NOTES
If
and when the Issuer intends to issue certificated notes (
“Certificated Notes” ), the Issuer and JPMorgan
shall agree upon the form of such Notes. Thereafter, the
Issuer shall from time to time deliver to JPMorgan adequate
supplies of Certificated Notes which will be in bearer form,
serially numbered, and shall be executed by the manual or facsimile
signature of an
Authorized Representative.
JPMorgan will acknowledge receipt of any supply of Certificated
Notes received from the Issuer, noting any exceptions to the
shipping manifest or transmittal letter (if any), and will hold the
Certificated Notes in safekeeping for the Issuer in accordance with
JPMorgan’s customary practices. JPMorgan shall not have
any liability to the Issuer to determine by whom or by what means a
facsimile signature may have been affixed on Certificated Notes, or
to determine whether any facsimile or manual signature is genuine,
if such facsimile or manual signature resembles the specimen
signature attached to the Issuer’s certificate of incumbency
with respect to such Authorized Representative. Any
Certificated Note bearing the manual or facsimile signature of a
person who is an Authorized Representative on the date such
signature was affixed shall bind the Issuer after completion
thereof by JPMorgan, notwithstanding that such person shall have
ceased to hold his or her office on the date such Note is
countersigned or delivered by JPMorgan.
6.
BOOK-ENTRY
NOTES
The
Issuer’s book-entry notes ( “Book-Entry
Notes” ) shall not be issued in physical form, but their
aggregate face amount shall be represented by a master note (the
“Master Note” ) in the form of Exhibit A
executed by the Issuer pursuant to the book-entry commercial paper
program of The Depository Trust Company ( “DTC”
). JPMorgan shall maintain the Master Note in safekeeping, in
accordance with its customary practices, on behalf of Cede &
Co., the registered owner thereof and nominee of DTC. As long
as Cede & Co. is the registered owner of the Master Note, the
beneficial ownership interest therein shall be shown on, and the
transfer of ownership thereof shall be effected through, entries on
the books maintained by DTC and the books of its direct and
indirect participants. The Master Note and the Book-Entry
Notes shall be subject to DTC’s rules and procedures, as
amended from time to time. JPMorgan shall not be liable or
responsible for sending transaction statements of any kind to
DTC’s participants or the beneficial owners of the Book-Entry
Notes, or for maintaining, supervising or reviewing the records of
DTC or its participants with respect to such Notes. In
connection with DTC’s program, the Issuer understands that as
one of the conditions of its participation therein, it shall be
necessary for the Issuer and JPMorgan to enter into a Letter of
Representations, in the form of Exhibit B hereto, and for DTC to
receive and accept such Letter of Representations. In
accordance with DTC’s program, JPMorgan shall obtain from the
CUSIP Service Bureau a written list of CUSIP numbers for
Issuer’s Book-Entry Notes, and JPMorgan shall deliver such
list to DTC. The CUSIP Service Bureau shall bill the Issuer
directly for the fee or fees payable for the list of CUSIP numbers
for the Issuer’s Book-Entry Notes.
7.
ISSUANCE INSTRUCTIONS
TO JPMORGAN; PURCHASE PAYMENTS
The
Issuer understands that all instructions under this Agreement are
to be directed to JPMorgan’s Commercial Paper Operations
Department. JPMorgan shall provide the Issuer, or, if
applicable, the Issuer’s Dealers, with access to
JPMorgan’s Money Market Issuance System or other electronic
means (collectively, the “System” ) in order
that JPMorgan may receive electronic instructions for the issuance
of Notes. Electronic instructions must be transmitted in accordance
with the procedures furnished by JPMorgan to the Issuer or its
Dealers in connection with the System. These transmissions
shall be the equivalent to the giving of a duly authorized written
and signed instruction which JPMorgan may act upon without
liability. In the event that the System is inoperable at any
time, an Authorized Representative or a Delegate may deliver
written, telephone or facsimile instructions to JPMorgan, which
instructions shall be verified in accordance with any security
procedures agreed upon by the parties. JPMorgan shall incur
no liability to the Issuer in acting upon instructions believed by
JPMorgan in good faith to have been given by an Authorized
Representative or a Delegate. In the event that a discrepancy
exists between a telephonic instruction and a written confirmation,
the written instruction will be deemed the controlling and proper
instruction. JPMorgan may electronically record any
conversations made pursuant to this Agreement, and the Issuer
hereby consents to such recordings. All issuance instructions
regarding the Notes must be received by 1:00 P.M. New York time in
order for the Notes to be issued or delivered on the same
day.
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(a)
Issuance and Purchase of Book-Entry Notes
. Upon
receipt of issuance instructions from the Issuer or its Dealers
with respect to Book-Entry Notes, JPMorgan shall transmit such
instructions to DTC and direct DTC to cause appropriate entries of
the Book-Entry Notes to be made in accordance with DTC’s
applicable rules, regulations and procedures for book-entry
commercial paper programs. JPMorgan shall assign CUSIP
numbers to the Issuer’s Book-Entry Notes to identify the
Issuer’s aggregate principal amount of outstanding Book-Entry
Notes in DTC’s system, together with the aggregate unpaid
interest (if any) on such Notes. Promptly following
DTC’s established settlement time on each issuance date,
JPMorgan shall access DTC’s system to verify whether
settlement has occurred with respect to the Issuer’s
Book-Entry Notes. Prior to the close of business on such
business day, JPMorgan shall deposit immediately available funds in
the amount of the proceeds due the Issuer (if any) to the
Issuer’s account at JPMorgan and designated in the applicable
Program Schedule (the “ Account ”), provided
that JPMorgan has received DTC’s confirmation that the
Book-Entry Notes have settled in accordance with DTC’s
applicable rules, regulations and procedures. JPMorgan shall
have no liability to the Issuer whatsoever if any DTC participant
purchasing a Book-Entry Note fails to settle or delays in settling
its balance with DTC or if DTC fails to perform in any
respect.
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(b)
Issuance and Purchase of Certificated Notes
. Upon
receipt of issuance instructions with respect to Certificated
Notes, JPMorgan shall: (a) complete each Certificated Note as to
principal amount, date of issue, maturity date, place of payment,
and rate or amount of interest (if such Note is interest bearing)
in accordance with such instructions; (b) countersign each
Certificated Note; and (c) deliver each Certificated Note in
accordance with the Issuer’s instructions, except as
otherwise set forth below. Whenever JPMorgan is instructed to
deliver any Certificated Note by mail, JPMorgan shall strike from
the Certificated Note the word “Bearer,” insert as
payee the name of the person so designated by the Issuer and effect
delivery by mail to such payee or to such other person as is
specified in such instructions to receive the Certificated
Note. The Issuer understands that, in accordance with the
custom prevailing in the commercial paper market, delivery of
Certificated Notes shall be made before the actual receipt of
payment for such Notes in immediately available funds, even if the
Issuer instructs JPMorgan to deliver a Certificated Note against
payment. Therefore, once JPMorgan has delivered a
Certificated Note to the designated recipient, the Issuer shall
bear the risk that such recipient may fail to remit payment of such
Note or return such Note to JPMorgan. Delivery of
Certificated Notes shall be subject to the rules of the New York
Clearing House in effect at the time of such delivery. Funds
received in payment of Certificated Notes shall be credited to the
Account.
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8.
USE OF SALES PROCEEDS IN ADVANCE OF PAYMENT
JPMorgan
shall not be obligated to credit the Issuer’s Account unless
and until payment of the purchase price of each Note is received by
JPMorgan. From time to time, JPMorgan, in its sole
discretion, may permit the Issuer to have use of funds payable with
respect to a Note prior to JPMorgan’s receipt of the sales
proceeds of such Note. If JPMorgan makes a deposit, payment
or transfer of funds on behalf of the Issuer before JPMorgan
receives payment for any Note, such deposit, payment or transfer of
funds shall represent an advance by JPMorgan to the Issuer to be
repaid promptly, and in any event on the same day as it is made,
from the proceeds of the sale of such Note, or by the Issuer if
such proceeds are not received by JPMorgan.
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9.
PAYMENT OF MATURED NOTES
Notice
that the Issuer will not redeem any Note on the relative
Initial
