First Amendment to the Five-Year Credit Agreement



 Exhibit 10.7 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 FIRST AMENDMENT TO CREDIT AGREEMENT (this “First
Amendment”), dated as of July 19, 2006, among WYETH, a Delaware corporation (the “Company”), various lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), and
JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided
such terms in the Credit Agreement referred to below. 
 W I T N E S S E T
H : 
 WHEREAS, the Company, the Lenders, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers and
Joint Bookrunners, Citicorp USA Inc., as Syndication Agent, Commerzbank AG, New York and Grand Cayman Branches, UBS Loan Finance LLC and The Bank of Nova Scotia, as Co-Documentation Agents, and the Administrative Agent are parties to a Credit
Agreement, dated as of August 3, 2005 (as amended, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”); and 
 WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish to amend the Credit Agreement as herein provided; 
 NOW, THEREFORE, it is agreed: 
  

	I.	Amendments to Credit Agreement. 

 1. The definition
of “Applicable Margin” appearing in subsection 1.1 of the Credit Agreement is hereby amended by (i) deleting the text “0.100%” appearing in the proviso within such definition and inserting the text “0.050%”
in lieu thereof, (ii) deleting the table appearing in said definition and inserting the following table in lieu thereof: 
  

				
	 “Rating
Period
	  	Eurodollar
Rate
Margin	 
	 Category A Period
	  	0.125	%
	 Category B Period
	  	0.140	%
	 Category C Period
	  	0.180	%
	 Category D Period
	  	0.270	%
	 Category E Period
	  	0.350	%
	 Category F Period
	  	0.425	%”








 and (iii) adding the following new sentence at the end of said definition: 
 “It is understood and agreed that the Applicable Margin (as defined in this Agreement prior to the First Amendment Effective Date) shall apply for
periods prior to the First Amendment Effective Date and the Applicable Margin (as defined in this Agreement on the First Amendment Effective Date) shall apply for periods on and after the First Amendment Effective Date.”. 
 2. Subsection 1.1 of the Credit Agreement is hereby further amended by deleting the definition of “Facility Fee Percentage” appearing in
said subsection in its entirety and inserting the following new definitions in appropriate alphabetical order: 
 “Facility Fee Percentage”: a percentage equal to at any time (i) during a Category A Period, 0.050%, (ii) during a Category B Period, 0.060%, (iii) during a Category C Period, 0.070%, (iv) during a
Category D Period, 0.080%, (v) during a Category E Period, 0.100% and (vi) during a Category F Period, 0.125%. It is understood and agreed that the Facility Fee Percentage (as defined in this Agreement prior to the First Amendment
Effective Date) shall apply for periods prior to the First Amendment Effective Date and the Facility Fee Percentage (as defined in this Agreement on the First Amendment Effective Date) shall apply for periods on and after the First Amendment
Effective Date. 
 “First Amendment Effective Date”: as defined in the First Amendment to Credit Agreement,
dated as of July 19, 2006. 
  

	II.	Miscellaneous Provisions. 

 1. In order to induce
the Lenders to enter into this First Amendment, the Company hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below), both before and after giving effect to this
First Amendment and (ii) all of the representations and warranties contained in the Credit Agreement are true and correct in all material respects on the First Amendment Effective Date, both before and after giving effect to this First
Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct
in all material respects as of such specific date). 
 2. This First Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit Agreement. 
 3. This First Amendment may be executed in any number
of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Company and the Administrative Agent. 
 4. THIS FIRST AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 
  

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 5. This First Amendment shall become effective on the date (the “First Amendment Effective
Date”) when the Company and each of the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to White & Case LLP,
1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip (facsimile number 212-354-8113). The Administrative Agent will provide notice of the First Amendment Effective Date to the Lenders promptly upon the occurrence thereof. 

6. From and after the First Amendment Effective Date, all references in the Credit Agreement shall be deemed to be references to the Credit Agreement
as modified hereby. 
 *        *        * 
  

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 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver
this Amendment as of the date first above written. 
  

					
	WYETH
		
	By:	 	 /s/ Kenneth J. Martin

		 	 Title:
	 	Chief Financial Officer and Vice Chairman
	
	 JPMORGAN CHASE BANK, N.A.,
Individually and as Administrative Agent

		
	By:	 	/s/ Thomas T. Hou
		 	 Title:
	 	Vice President
	
	 CITICORP USA, INC.,
Individually and as Syndication Agent

		
	By:	 	/s/ William E. Clark
		 	 Title:
	 	Vice President and Managing Director
	
	 THE BANK OF NOVA SCOTIA,
Individually and as Co-Documentation Agent

		
	By:	 	/s/ Dana Maloney
		 	 Title:
	 	Managing Director
	
	 COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
Individually and as Co-Documentation Agent

		
	By:	 	/s/ Robert S. Taylor, Jr.
		 	 Title:
	 	Senior Vice President
		
	By:	 	/s/ Barbara Peters
		 	 Title:
	 	Assistant Treasurer












					
	 UBS LOAN FINANCE LLC, Individually and as Co-Documentation Agent

		
	By:	 	/s/ Richard L. Tavrow
		 	 Title:
	 	 Director,
 Banking Products Services,
U.S.

		
	By:	 	 /s/ Irja R. Otsa

		 	 Title:
	 	 Associate Director
 Banking Products Services,
U.S.

	
	 BANK OF AMERICA, N.A.,

		
	By:	 	/s/ Zubin R. Shroff
		 	 Title:
	 	Vice President
	
	 BARCLAYS BANK PLC,

		
	By:	 	/s/ Nicholas Bell
		 	 Title:
	 	Director
	
	 WILLIAM STREET COMMITMENT CORPORATION,

		
	By:	 	/s/ Mark Walton
		 	 Title:
	 	Assistant Vice President
	
	 MORGAN STANLEY BANK,

		
	By:	 	/s/ Daniel Twenge
		 	 Title:
	 	Authorized Signatory
	
	 BANCA NAZIONALE DEL LAVORO, S.P.A.,

		
	By:	 	/s/ Donna La Spina
		 	 Title:
	 	Relationship Manager
		
	By:	 	/s/ Francesco Di Mario
		 	 Title:
	 	Senior Manager












					
	 ABN AMRO BANK N.V.

		
	By:	 	/s/ Alex Blodi
		 	 Title:
	 	Managing Director
		
	By:	 	/s/ Nick Zorin
		 	 Title:
	 	Associate
	
	 THE BANK OF NEW YORK

		
	By:	 	/s/ John M. Lokay, Jr.
		 	 Title:
	 	Vice President
	
	 SANPAOLO IMI S.P.A.

		
	By:	 	/s/ Renato Carducci
		 	 Title:
	 	 General Manager

		
	By:	 	 /s/ Luca Sacchi

		 	 Title:
	 	Vice President
	
	 U.S. BANK N.A.

		
	By:	 	/s/ Michael P. Dickman
		 	 Title:
	 	Vice President
	
	 WACHOVIA BANK, N.A.

		
	By:	 	/s/ Jeanette A. Griffin
		 	 Title:
	 	Director
	
	 THE NORTHERN TRUST COMPANY

		
	By:	 	/s/ John Konstantos
		 	 Title:
	 	Vice President
	
	 BANCO POPULAR DE PUERTO RICO, NEW YORK BRANCH

		
	By:	 	/s/ Hector J. Gonzalez
		 	 Title:
	 	Vice President