Form of First Amendment



EXHIBIT 10.1 
 
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 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”. 
 

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(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 
 

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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.] 
 

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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:                                    
                                        
                                        
  

	
	 	 	 JP MORGAN CHASE BANK

	
	 	 	 By:                                     
                                        
                                        
     

	 	 	 Name:                                    
                                        
                                       
 

	 	 	 Title:                                    
                                        
                                        
  


 

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	 	 	 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:                                    
                                        
                                        
  


 

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	 	 	 KBC BANK, N.V.

	
	 	 	 By:                                     
                                        
                                        
     

	 	 	 Name:                                    
                                        
                                       
 

	 	 	 Title:                                    
                                        
                                        
  

	
	 	 	 By:                                     
                                        
                                        
     

	 	 	 Name:                                    
                                        
                                       
 

	 	 	 Title:                                    
                                        
                                        
  

	
	 	 	 GUARANTORS:

	
	 	 	 DART INDUSTRIES, INC.,

	 	 	 a Delaware corporation

	
	 	 	 By:                                     
                                        
                                        
     

	 	 	 Name: Thomas M. Roehlk

	 	 	 Title: Vice President and Secretary

	
	 	 	 TUPPERWARE FINANCE COMPANY, B.V.,

	 	 	 a Netherlands company

	
	 	 	 By:                                     
                                        
                                        
     

	 	 	 Name: Judy B. Curry

	 	 	 Title: Managing Director

	
	 	 	 By:                                     
                                        
                                        
     

	 	 	 Name: Edward R. Davis III

	 	 	 Title: Managing Director


 

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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%

	
	 Banca Nationale Del Lavoro S.p.A., New York Branch
	  	 $
	 6,000,000
	  	 6.000000000%

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

	
	 Total
	  	 $
	 100,000,000
	  	 100.000000000%


 

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SCHEDULE 10.02 
 
LENDING OFFICES, 
ADDRESSES FOR NOTICES 
 
TUPPERWARE CORPORATION 
14901 S. Orange Blossom Trail 
Orlando, FL 32802-2353 
Attn:    Thomas M. Roehlk 
             Senior Vice President, General Counsel and Secretary 
             Telephone: 407.826.5050 
             Facsimile: 407.826.4505 
             Electronic Mail: tomroehlk@tupperware.com 
 
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.

1850 Gateway Boulevard, 5th Floor 
CA4-706-05-09 
Concord, California 94520 
Attention: Myrna Lara 
Telephone: 925.675.8391 
Facsimile: 888 969.2638 
Electronic Mail: Myrna.Lara@bankofamerica.com 
Account No.: 3750836479 
Ref: Tupperware
Corporation 
ABA# 111000012 
 

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Other Notices as
Administrative Agent: 
 
Bank of America, N.A.

Agency Management 
Shannon
Collins 
Agency Management 
 
Bank of America 
Mail Code: CA5-701-05-19

1455 Market St 
San Francisco,
CA 94103-1399 
Phone: 415.436.3484 
Fax: 415.503.5005 
Internet: shannon.collins@bankofamerica.com 
 
Other Notices as a Lender: 
 
Bank of America, N.A. 
David L. Catherall 
Vice President 
Consumer/Retail 
 
Bank of America

Mail Code: IL2-231-10-06 
231
South LaSalle Street 
Chicago, IL 60697 
Phone: 312.828.7169 
Fax: 312.987.1276 
Internet: david.l.catherall@bankofamerica.com 
 

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OTHER LENDERS

 
Requests for Credit Extensions: 
 
CITIBANK, N.A. 
2 Penns Way, Suite 200 
Newark, New Jersey 19720 
Attn: Lisa M. Rodriguez 
Telephone:
402.894.6070 
Facsimile: 402.894.6120 
Electronic Mail: lisa.m1.rodriguez@citi.com 
Account No. 40580628 
Ref: Tupperware Corporation 
ABA# 021000089

 
Notices (other than Requests for Credit Extensions):

 
CITIBANK, N.A. 
400 Perimeter Center Terrace 
Suite 600

Atlanta, Georgia 30346 
Attn:
Kirk Lakeman 
Telephone: 770.668.8120 
Facsimile: 770.668.8137 
Electronic Mail: kirk.lakeman@citi.com 
 

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Requests for Credit
Extensions: 
 
FLEET NATIONAL BANK 
 
100 Federal Street 
Boston, Massachusetts 02110 
Attn:    Jeff Seabron 
             Loan
Administrator 
Telephone: 617.434.4796 
Facsimile: 617.434.0800 
Electronic Mail: jeffrey.m.seabron@fleet.com 
Account No. 56-1510351-66156 
Account Name:
Commercial Loan Services 
Ref: Tupperware Corporation 
ABA# 011-000-138 
 
Notices (other
than Requests for Credit Extensions): 
 
FLEET NATIONAL
BANK 
 
100 Federal Street 
Boston, Massachusetts 02110 
Attn:    Carlos Calixto 
             Portfolio Manager 
Telephone: 617.434.4518

Facsimile: 617.434.0800 
Electronic Mail: carlos.a.calixto@fleet.com 
Ref: Tupperware Corporation 
 

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Requests for Credit
Extensions: 
 
JP MORGAN CHASE BANK 
 
4 Metrotech Center, 22nd Floor 
Brooklyn, New York 11245 
Attn:    Charles Swarns 
             Vice President 
Telephone: 718.242.3792

Facsimile: 718.242.3846 
Electronic Mail: charles.swarns@chase.com 
Account No.
                         
Ref: Tupperware Corporation 
ABA# 021000021 
 
Notices (other than Requests for Credit Extensions): 
 
JP MORGAN CHASE BANK 
 
4 Metrotech Center, 22nd Floor 
Brooklyn, New York 11245 
Attn:    Charles Swarns 
             Vice President 
Telephone: 718.242.3792

Facsimile: 718.242.3846 
Electronic Mail: charles.swarns@chase.com 
Ref: Tupperware Corporation 
 

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Requests for Credit
Extensions: 
 
THE NORTHERN TRUST COMPANY 
 
50 S. LaSalle 
Chicago, Illinois 60675 
Attn:    Linda Honda 
             Commercial Loans 
Telephone: 312.444.3532 
Facsimile:
312.630.1566 
Electronic Mail:
            @             
Bank: The Northern Trust Bank 
Account No. 5186401000 
Ref: Tupperware Corporation 
ABA# 071000152 
 
Notices (other than Requests for Credit Extensions):

 
THE NORTHERN TRUST COMPANY 
 
50 S. LaSalle, 11th Floor 
Chicago, Illinois 60675 
Attn: John Burda

Telephone: 312.444.3455 
Facsimile: 312.444.5055 
Electronic Mail: jeb4@ntrus.com 
 

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Requests for Credit
Extensions: 
 
ABN AMRO BANK N.V. 
208 South LaSalle Street 
Suite 1500

Chicago, Illinois 60604-1003 
Attn: Loan Administration 
Telephone: 312.992.5152 
Facsimile: 312.992.5158 
Electronic Mail: cpu.team.a@abnamro.com 
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.

208 South LaSalle Street 
Suite
1500 
Chicago, Illinois 60604-1003 
Attn: Credit Administration 
Telephone: 312.992.5110 
Facsimile: 312.992.5111 
Electronic Mail: sherry.manning@abnamro.com 
 
With a copy to: 
 
ABN AMRO Bank N.V. 
55 East 52nd Street 
New York, New York 10055

Attn: Heidi Sandquist 
Telephone: 212.409.1481 
Facsimile: 212.409.1641 
 

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Requests for Credit
Extensions: 
 
BANK HAPOALIM B.M. 
 
1177 Avenue of the Americas 
New York, New York 10036-2790 
Attn:    Dwight Ghans 
             Vice
President 
Telephone: 212.782.2226 
Facsimile: 212.302.3125 
Electronic Mail: dghans@hapoalimusa.com 
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. 
 
225 North Michigan Avenue 
Suite 900 
Chicago, Illinois 60601

Attn:    Michael J. Byrne 
             Vice President, Senior Lending Officer 
Telephone: 312.228.6410 
Facsimile: 312.228.6490 
Electronic Mail: mbyrne@hapoalimusa.com 
 

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Requests for Credit
Extensions: 
 
MIZUHO CORPORATE BANK, LIMITED 
 
1251 Avenue of the Americas 
New York, New York 10020-1104 
Attn: Wai-Kuen
Wang 
Telephone: 201.626.9299 
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 
 
1251 Avenue of the Americas 
New York, New York 10020 
Attn: Robert Haviken

Telephone: 212.282.4954 
Facsimile: 212.282.4488 
Electronic Mail: robert.haviken@mizuhocbus.com 
 

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Requests for Credit
Extensions: 
 
BANCA NAZIONALE DEL LAVORO S.p.A., NEW YORK
BRANCH 
 
25 West 51st Street 
New York, New York 10019 
Attn: Anna Hernandez

Telephone: 212.314.0679 
Facsimile: 212.314.0244 
Bank: Chase Manhattan Bank, New York 
ABA# 021000021 
For A/C BNL New York Branch 
A/C# 001-1-465457 
Ref: Tupperware Corporation

 
Notices (other than Requests for Credit Extensions):

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

 
25 West 51st Street 
New York, New York 10019 
Attn:    Juan Cortes 
             Vice
President 
Telephone: 212.314.0295, Ext. 107 
Facsimile: 212.765.2978 
Electronic Mail: juan.cortes@hotmail.com 
 

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Requests for Credit
Extensions: 
 
KBC BANK N.V. 
 
125 West 55th Street 
New York, New York 10019 
Attn:    Robert Pacific 
             Loan Administration 
Telephone: 212.541.0671

Facsimile: 212.956.5681 
Electronic Mail:             @              
Bank: Federal Reserve Bank 
ABA# 026008248

Account Name: KBC Bank N.V., New York Branch 
Ref: Tupperware Corporation 
 
Notices (other
than Requests for Credit Extensions): 
 
KBC BANK N.V.

 
245 Peachtree Center Avenue 
Suite 2550 
Atlanta, Georgia 30303

Attn:    Steven Bennett 
             Vice President 
Telephone: 404.584.5466

Facsimile: 404.584.5165 
Electronic Mail:             @             
 

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