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Title: |
Commitment Letter |
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Entities: |
Chase Manhattan Bank; J.P. Morgan Securities Inc.; LEE Sara Corp; Cravath, Swaine & Moore LLP |
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Date: |
2001 |
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Size: |
Preview shows 4KB of 97KB total |
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Price: |
$49 |
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ID: |
#1602818 |
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9 dex99b1.txt COMMITMENT LETTER
J.P. MORGAN SECURITIES INC.
THE CHASE MANHATTAN BANK
270 Park Avenue
New York, New York 10017
June 29, 2001
Sara Lee Corporation
Three First National Plaza
Chicago, Illinois 60602-4260
Attention: Ms. Diana Ferguson
Vice President and Treasurer
Sara Lee Corporation
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$3,000,000,000 of Senior Unsecured Revolving Credit Facilities
---------------------------------------------------------------
Commitment Letter
-----------------
Ladies and Gentlemen:
Sara Lee Corporation (the "Borrower") has advised The Chase Manhattan
Bank ("Chase") and J.P. Morgan Securities Inc. ("JPMorgan") that it intends to
acquire all the outstanding common stock of The Earthgrains Company
("Earthgrains") by means of a cash tender offer (the "Offer") and a subsequent
merger, for an aggregate purchase price of approximately $3,000,000,000
(including the assumption of certain indebtedness of Earthgrains), pursuant to
an acquisition agreement to be entered into between the Borrower or a subsidiary
thereof and Earthgrains prior to the commencement of the Offer (the "Acquisition
Agreement"). Such acquisition and all related transactions are referred to
herein as the "Acquisition". In connection with the foregoing, you have advised
Chase and JPMorgan that you wish to establish senior unsecured revolving credit
facilities in an aggregate principal amount of $3,000,000,000 (the
"Facilities"), consisting of the "364-Day Facility" and the "Bridge Facility"
referred to in the Term Sheet, to finance the Acquisition (or provide liquidity
in connection with an issuance and sale of commercial paper to finance the
Acquisition), to refinance certain indebtedness of the Borrower and Earthgrains,
to pay related fees and expenses and for general corporate purposes. It is
contemplated that the terms of the Facilities will be substantially as set forth
in the Summaries of Terms and Conditions (the "Term Sheets") attached as
Exhibits A and B hereto.
Chase is pleased to advise you of its commitment to provide the entire
amount of the Facilities, subject to the conditions set forth or referred to
herein and in the Term Sheets. You hereby engage JPMorgan, and JPMorgan hereby
confirms its willingness, (a) to act as joint lead arranger and joint bookrunner
for the 364-Day Facility and (b) to act as sole lead arranger and sole
bookrunner for the Bridge Facility, in each case upon the terms and subject to
the conditions set forth or referred to in this Commitment Letter and in the
Term Sheets. You hereby engage Chase, and Chase hereby confirms its willingness,
to act as sole administrative agent for the Facilities upon the terms and
subject to the conditions set forth or referred to in this Commitment Letter and
in the Term Sheets. It is contemplated that one other financial institution
mutually acceptable to the Borrower and JPMorgan will be awarded the titles of
joint lead arranger and joint bookrunner for the 364-Day Facility, and that one
or more other financial institutions mutually acceptable to the Borrower and
JPMorgan will be awarded other agency titles for the
Facilities, but that none of the financial institutions referred to in this
sentence will have any role or responsibilities in connection with the
arrangement, syndication or documentation of the Facilities. It is agreed that
Chase and JPMorgan, in consultation with you, will perform all functions and
exercise all authority customarily performed and exercised by them in such
roles.
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