FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT Dated as of April 30, 2002 among TUPPERWARE CORPORATION, BANK OF AMERICA, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent, JPMORGAN CHASE BANK and FLEET NATIONAL BANK, as Co-Documentation...

EXHIBIT 10.1

FIRST AMENDMENT

364-DAY CREDIT AGREEMENT

Dated as of April 30, 2002

among

TUPPERWARE CORPORATION,

BANK OF AMERICA, N.A.,

as Administrative Agent,

CITIBANK, N.A.,

as Syndication Agent,

JPMORGAN CHASE BANK

and

FLEET NATIONAL BANK,

as Co-Documentation Agents,

and

THE LENDERS PARTY THERETO

BANC OF AMERICA SECURITIES LLC

and

CITIGROUP GLOBAL MARKETS, INC.,

Joint Lead Arrangers and Joint Book Managers

April 28, 2003

First Amendment

to 364-Day Credit Agreement

THIS AMENDMENT AGREEMENT (this “Amendment Agreement”) is made and entered into as of this 28th day of April, 2003, by and among TUPPERWARE CORPORATION, a Delaware corporation (herein called the “Borrower”), the several financial institutions signatory hereto (collectively, the “Lenders”; individually each a “Lender”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, the Administrative Agent and the Lenders have entered into a 364-Day Credit Agreement dated April 30, 2002 (the “Original Agreement”) pursuant to which the Lenders have agreed to make loans to the Borrower in the aggregate principal amount of up to $100,000,000 as evidenced by the Notes (as defined in the Agreement); and

WHEREAS, on the effective date of this Amendment Agreement the Administrative Agent and certain of the Lenders are changing their respective Commitments and other Lenders are reallocating all or portions of their respective Commitment to other Lenders; and

WHEREAS, as a condition to making the loans Dart and Tupperware Finance have guaranteed payment of the Obligations pursuant to a Guaranty Agreement dated April 30, 2002 (the “Facility Guaranty”); and

WHEREAS, the Borrower has requested that the Original Agreement be amended in the manner described herein and the Administrative Agent and the Lenders have agreed, subject to the terms and conditions hereof, to make such amendment, as provided herein;

NOW, THEREFORE, the Borrower, the Administrative Agent and the Lenders do hereby agree as follows:

1. Definitions. The term “Agreement” as used herein and in the Loan Documents (as defined in the Agreement) shall mean the Original Agreement as herein and hereinafter amended and modified. Unless the context otherwise requires, all terms used herein without definition shall have the definition provided therefor in the Agreement.

2. Amendment. Subject to the conditions set forth herein, the Agreement is hereby amended effective April 28, 2003, as follows:

(a) The definition of “Maturity Date” in Section 1.1 is hereby amended, by deleting the date “April 28, 2003” appearing in clause (a) and inserting in lieu thereof the date “April 27, 2004”.

(b) Schedule 2.01 is hereby amended in its entirety so that such Schedule is in the form of Schedule 2.01 attached to this Amendment Agreement.

(c) Schedule 10.02 is hereby amended in its entirety so that such Schedule is in the form of Schedule 10.02 attached to this Amendment Agreement.

3. Commitments, Notes and Reallocation.

(a) The Borrower, the Administrative Agent and the Lenders agree that the Commitments of each Lender shall be the amount set forth in Schedule 2.01 attached hereto, which reflects changes from the Original Agreement.

(b) Effective as of April 28, 2003 those Lenders party to the Original Agreement whose Commitment is being terminated or decreased shall be deemed to have assigned, without recourse, to Lenders increasing their Commitment such portion of the terminating or decreasing Lender’s Loans as shall be necessary to effectuate the adjustments in Commitments and Loans resulting in the new Commitments and Pro Rata Shares described in Schedule 2.01 attached to this Amendment Agreement. Each Lender increasing its Commitment shall be deemed by execution of this Amendment Agreement to have assumed its Pro Rata Shares of Loans and shall pay to each other terminating or decreasing Lender, or, at its request, to the Administrative Agent for payment to the terminating or decreasing Lenders the amount of Loans assigned to it by such terminating or decreasing Lenders. The Borrower agrees to pay to the Lenders on demand any and all amounts to the extent payable pursuant to Section 3.05 as a result of any such prepayment of Committed Loans occasioned by the reallocation of Commitments.

4. Representations and Warranties. The Borrower hereby represents and warrants that:

(a) The representations and warranties made by the Borrower in Article V of the Original Agreement are true on and as of the date hereof;

(b) There has been no material adverse change in the condition, financial or otherwise, of the Borrower and its Subsidiaries since the date of the most recent financial reports of the Borrower received by each Lender under Section 6.01 thereof, other than changes in the ordinary course of business, none of which has a Material Adverse Effect;

(c) The business and properties of the Borrower and its Subsidiaries are not and have not been adversely affected in any substantial way as the result of any fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo, riot, activities of armed forces, war or acts of God or the public enemy, or cancellation or loss of any major contracts; and

(d) No event has occurred and no condition exists which, upon the consummation of the transaction contemplated hereby, constitutes a Default or an Event of Default on the part of the Borrower under the Original Agreement, the Notes or any

other Loan Document either immediately or with the lapse of time or the giving of notice, or both.

5. Conditions. This Amendment Agreement shall become effective upon (i) the Borrower delivering to the Administrative Agent twelve (12) counterparts of this Amendment Agreement duly executed by the Borrower, the Administrative Agent and the Lenders, (ii) receipt of an opinion of counsel for the Borrower in form and substance acceptable to the Administrative Agent, (iii) resolutions of the Board of Directors of the Borrower authorizing the transaction contemplated hereby, (iv) receipt by the Administrative Agent of all fees and expenses due in connection with this Amendment Agreement and (v) receipt of executed counterparts of this Amendment Agreement from the Lenders (other than the Lender terminating its Commitment).

6. Facility Guaranty. Dart and Tupperware Finance have joined in the execution of this Amendment Agreement in order to consent to the Amendment Agreement and to reconfirm their respective guaranty as set forth in the Facility Guaranty.

7. Entire Agreement. This Amendment Agreement sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relative to such subject matter. No promise, conditions, representation or warranty, express or implied, not herein set forth shall bind any party hereto, and no one of them has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as in this Amendment Agreement otherwise expressly stated, no representations, warranties or commitments, express or implied, have been made by any other party to the other. None of the terms or conditions of this Amendment Agreement may be changed, modified, waived or canceled orally or otherwise, except by writing, in the manner provided in the Agreement, specifying such change, modification, waiver or cancellation of such terms or conditions, or of any proceeding or succeeding breach thereof.

8. Full Force and Effect of Agreement. Except as herein specifically amended, modified or supplemented, the Agreement and all of the other Loan Documents are hereby confirmed and ratified in all respects and shall remain in full force and effect according to their respective terms.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by their duly authorized officers, all as of the day and year first above written.

		BORROWER:

		TUPPERWARE CORPORATION

		By:
		Name:
		Title:

		BANK OF AMERICA, N.A.,
		as Administrative Agent

		By:
		Name:
		Title:

		BANK OF AMERICA, N.A., as a Lender

		By:
		Name:
		Title:

		CITIBANK, N.A.

		By:
		Name:
		Title:

		FLEET NATIONAL BANK

		By:
		Name:
		Title:

		XX XXXXXX XXXXX BANK

		By:
		Name:
		Title:

		THE NORTHERN TRUST COMPANY

		By:
		Name:
		Title:

		ABN AMRO BANK, N.V.

		By:
		Name:
		Title:

		By:
		Name:
		Title:

		BANK HAPOALIM, B.M.

		By:
		Name:
		Title:

		By:
		Name:
		Title:

		MIZUHO CORPORATE BANK, LIMITED

		By:
		Name:
		Title:

		BANCA NAZIONALE DEL LAVORO S.P.A., NEW YORK BRANCH

		By:
		Name:
		Title:

		By:
		Name:
		Title:

		KBC BANK, N.V.

		By:
		Name:
		Title:

		By:
		Name:
		Title:

		GUARANTORS:

		DART INDUSTRIES, INC.,
		a Delaware corporation

		By:
		Name: Xxxxxx X. Xxxxxx
		Title: Vice President and Secretary

		TUPPERWARE FINANCE COMPANY, B.V.,
		a Netherlands company

		By:
		Name: Xxxx X. Xxxxx
		Title: Managing Director

		By:
		Name: Xxxxxx X. Xxxxx III
		Title: Managing Director

SCHEDULE 2.01

COMMITMENTS

AND PRO RATA SHARES

Lender	Commitment		Pro Rata Share


Bank of America, N.A.	$	14,000,000	14.000000000%

Citibank, N.A.	$	14,000,000	14.000000000%

Fleet National Bank	$	14,000,000	14.000000000%

JPMorgan Chase Bank	$	12,000,000	12.000000000%

The Northern Trust Company	$	10,000,000	10.000000000%

ABN AMRO Bank N.V.	$	8,000,000	8.000000000%

Bank Hapoalim B.M.	$	6,000,000	6.000000000%

Mizuho Corporate Bank, Limited	$	6,000,000	6.000000000%

Xxxxx Xxxxxxxxx Xxx Xxxxxx X.x.X., Xxx Xxxx Branch	$	6,000,000	6.000000000%

KBC Bank N.V.	$	10,000,000	10.000000000%

Total	$	100,000,000	100.000000000%

SCHEDULE 10.02

LENDING OFFICES,

ADDRESSES FOR NOTICES

TUPPERWARE CORPORATION

00000 X. Xxxxxx Xxxxxxx Xxxxx

Xxxxxxx, XX 00000-0000

Attn: Xxxxxx X. Xxxxxx

Senior Vice President, General Counsel and Secretary

Telephone: 000.000.0000

Facsimile: 407.826.4505

Electronic Mail: xxxxxxxxx@xxxxxxxxxx.xxx

BANK OF AMERICA

Administrative Agent’s Office and Bank of America’s Lending Office

(for payments and Requests for Credit Extensions):

Bank of America, N.A.

0000 Xxxxxxx Xxxxxxxxx, 0xx Xxxxx

XX0-000-00-00

Xxxxxxx, Xxxxxxxxxx 00000

Attention: Xxxxx Xxxx

Telephone: 000.000.0000

Facsimile: 888 969.2638

Electronic Mail: Xxxxx.Xxxx@xxxxxxxxxxxxx.xxx

Account No.: 3750836479

Ref: Tupperware Corporation

ABA# 000000000

Other Notices as Administrative Agent:

Bank of America, N.A.

Agency Management

Xxxxxxx Xxxxxxx

Agency Management

Bank of America

Mail Code: CA5-701-05-19

0000 Xxxxxx Xx

Xxx Xxxxxxxxx, XX 00000-0000

Phone: 000.000.0000

Fax: 000.000.0000

Internet: xxxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx

Other Notices as a Lender:

Bank of America, N.A.

Xxxxx X. Xxxxxxxxx

Vice President

Consumer/Retail

Bank of America

Mail Code: IL2-231-10-06

000 Xxxxx XxXxxxx Xxxxxx

Xxxxxxx, XX 00000

Phone: 000.000.0000

Fax: 000.000.0000

Internet: xxxxx.x.xxxxxxxxx@xxxxxxxxxxxxx.xxx

OTHER LENDERS

Requests for Credit Extensions:

CITIBANK, N.A.

0 Xxxxx Xxx, Xxxxx 000

Xxxxxx, Xxx Xxxxxx 00000

Attn: Xxxx X. Xxxxxxxxx

Telephone: 000.000.0000

Facsimile: 402.894.6120

Electronic Mail: xxxx.x0.xxxxxxxxx@xxxx.xxx

Account No. 00000000

Ref: Tupperware Corporation

ABA# 000000000

Notices (other than Requests for Credit Extensions):

CITIBANK, N.A.

000 Xxxxxxxxx Xxxxxx Xxxxxxx

Xxxxx 000

Xxxxxxx, Xxxxxxx 00000

Attn: Xxxx Xxxxxxx

Telephone: 000.000.0000

Facsimile: 770.668.8137

Electronic Mail: xxxx.xxxxxxx@xxxx.xxx

Requests for Credit Extensions:

FLEET NATIONAL BANK

000 Xxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Attn: Xxxx Xxxxxxx

Loan Administrator

Telephone: 000.000.0000

Facsimile: 617.434.0800

Electronic Mail: xxxxxxx.x.xxxxxxx@xxxxx.xxx

Account No. 00-0000000-00000

Account Name: Commercial Loan Services

Ref: Tupperware Corporation

ABA# 000-000-000

Notices (other than Requests for Credit Extensions):

FLEET NATIONAL BANK

000 Xxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Attn: Xxxxxx Xxxxxxx

Portfolio Manager

Telephone: 000.000.0000

Facsimile: 617.434.0800

Electronic Mail: xxxxxx.x.xxxxxxx@xxxxx.xxx

Ref: Tupperware Corporation

Requests for Credit Extensions:

XX XXXXXX CHASE BANK

0 Xxxxxxxxx Xxxxxx, 00xx Xxxxx

Xxxxxxxx, Xxx Xxxx 00000

Attn: Xxxxxxx Xxxxxx

Vice President

Telephone: 000.000.0000

Facsimile: 718.242.3846

Electronic Mail: xxxxxxx.xxxxxx@xxxxx.xxx

Account No.

Ref: Tupperware Corporation

ABA# 000000000

Notices (other than Requests for Credit Extensions):

XX XXXXXX XXXXX BANK

0 Xxxxxxxxx Xxxxxx, 00xx Xxxxx

Xxxxxxxx, Xxx Xxxx 00000

Attn: Xxxxxxx Xxxxxx

Vice President

Telephone: 000.000.0000

Facsimile: 718.242.3846

Electronic Mail: xxxxxxx.xxxxxx@xxxxx.xxx

Ref: Tupperware Corporation

Requests for Credit Extensions:

THE NORTHERN TRUST COMPANY

00 X. XxXxxxx

Xxxxxxx, Xxxxxxxx 00000

Attn: Xxxxx Honda

Commercial Loans

Telephone: 000.000.0000

Facsimile: 312.630.1566

Electronic Mail: @

Bank: The Northern Trust Bank

Account No. 5186401000

Ref: Tupperware Corporation

ABA# 000000000

Notices (other than Requests for Credit Extensions):

THE NORTHERN TRUST COMPANY

00 X. XxXxxxx, 00xx Xxxxx

Xxxxxxx, Xxxxxxxx 00000

Attn: Xxxx Xxxxx

Telephone: 000.000.0000

Facsimile: 312.444.5055

Electronic Mail: xxx0@xxxxx.xxx

Requests for Credit Extensions:

ABN AMRO BANK N.V.

000 Xxxxx XxXxxxx Xxxxxx

Xxxxx 0000

Xxxxxxx, Xxxxxxxx 00000-0000

Attn: Loan Administration

Telephone: 000.000.0000

Facsimile: 312.992.5158

Electronic Mail: xxx.xxxx.x@xxxxxxx.xxx

Account No. 650-001-1789-41

Ref: CPU (00418463) (Tupperware)

ABA# 026009500

F/O ABN AMRO Bank, N.V.

Notices (other than Requests for Credit Extensions):

ABN AMRO BANK N.V.

000 Xxxxx XxXxxxx Xxxxxx

Xxxxx 0000

Xxxxxxx, Xxxxxxxx 00000-0000

Attn: Credit Administration

Telephone: 000.000.0000

Facsimile: 312.992.5111

Electronic Mail: xxxxxx.xxxxxxx@xxxxxxx.xxx

With a copy to:

ABN AMRO Bank N.V.

00 Xxxx 00xx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Xxxxx Xxxxxxxxx

Telephone: 000.000.0000

Facsimile: 212.409.1641

Requests for Credit Extensions:

BANK HAPOALIM B.M.

1177 Avenue of the Americas

Xxx Xxxx, Xxx Xxxx 00000-0000

Attn: Xxxxxx Xxxxx

Vice President

Telephone: 000.000.0000

Facsimile: 212.302.3125

Electronic Mail: xxxxxx@xxxxxxxxxxx.xxx

Ref: Tupperware Corporation

ABA# 026-008866

Bank: Bank Hapoalim B.M. New York

Attn: Loan & L/C Operations

Notices (other than Requests for Credit Extensions):

BANK HAPOALIM B.M.

000 Xxxxx Xxxxxxxx Xxxxxx

Xxxxx 000

Xxxxxxx, Xxxxxxxx 00000

Attn: Xxxxxxx X. Xxxxx

Vice President, Senior Lending Officer

Telephone: 000.000.0000

Facsimile: 312.228.6490

Electronic Mail: xxxxxx@xxxxxxxxxxx.xxx

Requests for Credit Extensions:

MIZUHO CORPORATE BANK, LIMITED

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000-0000

Attn: Xxx-Xxxx Xxxx

Telephone: 000.000.0000

Facsimile: 201.626.9935

Bank: Mizuho Corporate Bank, Ltd., New York Branch

ABA# 026 004 307

Attn: Loan Administration

Ref: Tupperware Corporation

Account #H79-740-222205

Notices (other than Requests for Credit Extensions):

MIZUHO CORPORATE BANK, LIMITED

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Xxxxxx Xxxxxxx

Telephone: 000.000.0000

Facsimile: 212.282.4488

Electronic Mail: xxxxxx.xxxxxxx@xxxxxxxxxx.xxx

Requests for Credit Extensions:

BANCA NAZIONALE DEL LAVORO S.p.A., NEW YORK BRANCH

00 Xxxx 00xx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Xxxx Xxxxxxxxx

Telephone: 000.000.0000

Facsimile: 212.314.0244

Bank: Chase Manhattan Bank, New York

ABA# 000000000

For A/C BNL New York Branch

A/C# 000-0-000000

Ref: Tupperware Corporation

Notices (other than Requests for Credit Extensions):

BANCA NAZIONALE DEL LAVORO S.p.A., NEW YORK BRANCH

00 Xxxx 00xx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Xxxx Xxxxxx

Vice President

Telephone: 000.000.0000, Ext. 107

Facsimile: 212.765.2978

Electronic Mail: xxxx.xxxxxx@xxxxxxx.xxx

Requests for Credit Extensions:

KBC BANK N.V.

000 Xxxx 00xx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Xxxxxx Pacific

Loan Administration

Telephone: 000.000.0000

Facsimile: 212.956.5681

Electronic Mail: @

Bank: Federal Reserve Bank

ABA# 000000000

Account Name: KBC Bank N.V., New York Branch

Ref: Tupperware Corporation

Notices (other than Requests for Credit Extensions):

KBC BANK N.V.

000 Xxxxxxxxx Xxxxxx Xxxxxx

Xxxxx 0000

Xxxxxxx, Xxxxxxx 00000

Attn: Xxxxxx Xxxxxxx

Vice President

Telephone: 000.000.0000

Facsimile: 404.584.5165

Electronic Mail: @

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FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT Dated as of April 30, 2002 among TUPPERWARE CORPORATION, BANK OF AMERICA, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent, JPMORGAN CHASE BANK and FLEET NATIONAL BANK, as Co-Documentation...

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