BRIDGE CREDIT AGREEMENTBridge Loan Agreement |
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BROWN FORMAN CORP | JPMORGAN CHASE BANK, N.A | CITICORP NORTH AMERICA, INC | BANK OF AMERICA, N.A | J.P. MORGAN SECURITIES INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.1
EXECUTION COPY
BRIDGE CREDIT AGREEMENT
dated as of
December 21, 2006
among
BROWN-FORMAN CORPORATION,
as the Borrower
THE LENDERS PARTY HERETO,
JPMORGAN CHASE BANK, N.A.,
as Syndication Agent
CITICORP NORTH AMERICA, INC.,
as Documentation Agent
and
BANK OF AMERICA, N.A.,
as Administrative Agent
BANC OF AMERICA SECURITIES LLC,
J.P. MORGAN SECURITIES INC.,
and
CITIGROUP GLOBAL MARKETS INC.
as Joint Lead Arrangers and Joint Bookrunners
TABLE OF CONTENTS
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ARTICLE I |
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Definitions |
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SECTION
1.01. Defined Terms |
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SECTION
1.02. Classification of Loans and Borrowings |
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SECTION
1.03. Terms Generally |
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SECTION
1.04. Accounting Terms; GAAP |
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ARTICLE II |
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The Credits |
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SECTION
2.01. Commitments |
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SECTION
2.02. Loans and Borrowings |
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SECTION
2.03. Requests for Borrowings |
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SECTION
2.04. Funding of Borrowings |
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SECTION
2.05. Interest Elections |
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SECTION
2.06. Termination and Reduction of Commitments |
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SECTION
2.07. Repayment of Loans; Evidence of Debt |
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SECTION
2.08. Prepayment of Loans |
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SECTION
2.09. Fees |
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SECTION
2.10. Interest |
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SECTION
2.11. Alternate Rate of Interest |
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SECTION
2.12. Increased Costs |
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SECTION
2.13. Break Funding Payments |
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SECTION
2.14. Taxes |
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Contents,
p. 2
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SECTION
2.15. Payments Generally; Pro Rata Treatment; Sharing of Set-offs |
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SECTION
2.16. Mitigation Obligations; Replacement of Lenders |
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ARTICLE III |
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Representations and Warranties |
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SECTION
3.01. Organization; Powers |
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SECTION
3.02. Authorization; Enforceability |
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SECTION
3.03. Governmental Approvals; No Conflicts |
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3.04. Financial Condition; No Material Adverse Change |
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3.05. Litigation and Environmental Matters |
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3.06. Compliance with Laws and Agreements |
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SECTION
3.07. Investment Company Status |
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SECTION
3.08. Taxes |
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SECTION
3.09. ERISA |
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3.10. Disclosure |
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ARTICLE IV |
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Conditions |
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SECTION
4.01. Effective Date |
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SECTION
4.02. Each Credit Event |
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ARTICLE V |
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Affirmative Covenants |
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SECTION
5.01. Financial Statements and Other Information |
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SECTION
5.02. Notices of Material Events |
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SECTION
5.03. Existence; Conduct of Business |
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SECTION
5.04. Payment of Obligations |
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Contents,
p. 3
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SECTION
5.05. Maintenance of Properties; Insurance |
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SECTION
5.06. Books and Records; Inspection Rights |
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SECTION
5.07. Compliance with Laws |
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SECTION
5.08. Use of Proceeds |
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SECTION
5.09. Consummation of the Acquisition |
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ARTICLE VI |
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Negative Covenants |
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SECTION
6.01. Subsidiary Indebtedness |
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SECTION
6.02. Liens |
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SECTION
6.03. Sale and Leaseback Transactions |
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SECTION
6.04. Fundamental Changes |
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SECTION
6.05. Transactions with Affiliates |
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SECTION
6.06. Ratio of Consolidated Total Debt to Consolidated Net Worth |
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ARTICLE VII |
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