Bridge Credit Agreement

Exhibit 10.1EXECUTION COPYBRIDGE CREDIT AGREEMENTdated as ofDecember 21, 2006amongBROWN-FORMAN CORPORATION,
as the BorrowerTHE LENDERS PARTY HERETO,JPMORGAN CHASE BANK, N.A.,
as Syndication AgentCITICORP NORTH AMERICA, INC.,
as Documentation AgentandBANK OF AMERICA, N.A.,
as Administrative Agent BANC OF AMERICA SECURITIES LLC,
J.P. MORGAN SECURITIES INC.,andCITIGROUP GLOBAL MARKETS INC.
as Joint Lead Arrangers and Joint Bookrunners


TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and Borrowings 1 SECTION 1.03. Terms Generally 1 SECTION 1.04. Accounting Terms; GAAP 1 ARTICLE II The Credits SECTION 2.01. Commitments 1 SECTION 2.02. Loans and Borrowings 1 SECTION 2.03. Requests for Borrowings 1 SECTION 2.04. Funding of Borrowings 1 SECTION 2.05. Interest Elections 1 SECTION 2.06. Termination and Reduction of Commitments 1 SECTION 2.07. Repayment of Loans; Evidence of Debt 1 SECTION 2.08. Prepayment of Loans 1 SECTION 2.09. Fees 1 SECTION 2.10. Interest 1 SECTION 2.11. Alternate Rate of Interest 1 SECTION 2.12. Increased Costs 1 SECTION 2.13. Break Funding Payments 1 SECTION 2.14. Taxes 1


Contents, p. 2 Page SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 1 SECTION 2.16. Mitigation Obligations; Replacement of Lenders 1 ARTICLE III Representations and Warranties SECTION 3.01. Organization; Powers 1 SECTION 3.02. Authorization; Enforceability 1 SECTION 3.03. Governmental Approvals; No Conflicts 1 SECTION 3.04. Financial Condition; No Material Adverse Change 1 SECTION 3.05. Litigation and Environmental Matters 1 SECTION 3.06. Compliance with Laws and Agreements 1 SECTION 3.07. Investment Company Status 1 SECTION 3.08. Taxes 1 SECTION 3.09. ERISA 1 SECTION 3.10. Disclosure 1 ARTICLE IV Conditions SECTION 4.01. Effective Date 1 SECTION 4.02. Each Credit Event 1 ARTICLE V Affirmative Covenants SECTION 5.01. Financial Statements and Other Information 1 SECTION 5.02. Notices of Material Events 1 SECTION 5.03. Existence; Conduct of Business 1 SECTION 5.04. Payment of Obligations 1


Contents, p. 3 Page SECTION 5.05. Maintenance of Properties; Insurance 1 SECTION 5.06. Books and Records; Inspection Rights 1 SECTION 5.07. Compliance with Laws 1 SECTION 5.08. Use of Proceeds 1 SECTION 5.09. Consummation of the Acquisition 1 ARTICLE VI Negative Covenants SECTION 6.01. Subsidiary Indebtedness 1 SECTION 6.02. Liens 1 SECTION 6.03. Sale and Leaseback Transactions 1 SECTION 6.04. Fundamental Changes 1 SECTION 6.05. Transactions with Affiliates 1 SECTION 6.06. Ratio of Consolidated Total Debt to Consolidated Net Worth 1 ARTICLE VII Events of Default ARTICLE VIII The Administrative Agent ARTICLE IX Miscellaneous SECTION 9.01. Notices 1 SECTION 9.02. Waivers; Amendments 1 SECTION 9.03. Expenses; Indemnity; Damage Waiver 1 SECTION 9.04. Successors and Assigns 1 SECTION 9.05. Survival 1


Contents, p. 4 Page SECTION 9.06. Counterparts; Integration; Effectiveness 1 SECTION 9.07. Severability 1 SECTION 9.08. Right of Setoff 1 SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process 1 SECTION 9.10. WAIVER OF JURY TRIAL 1 SECTION 9.11. Headings 1 SECTION 9.12. Confidentiality 1 SECTION 9.13. Interest Rate Limitation 1 SECTION 9.14. Conversion of Currencies 1 SECTION 9.15. USA Patriot Act 1 Schedules : Schedule 2.01 - Commitments Schedule 3.03 - Governmental Approvals; No Conflicts Schedule 3.04 - Financial Condition; No Material Adverse Change Schedule 3.05 - Disclosed Matters Schedule 3.06 - Compliance with Laws and Agreements Schedule 6.01 - Existing Subsidiary Indebtedness Schedule 6.02 - Existing Liens Schedule 6.05 - Affiliate Transactions Exhibits : Exhibit A - Form of Assignment and Acceptance
Exhibit B - Form of Opinion of Borrower' s Counsel


BRIDGE CREDIT AGREEMENT dated as of December 21, 2006 (the " Agreement" ), among BROWN-FORMAN CORPORATION, a Delaware corporation (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. The Borrower has requested the Lenders to establish the credit facility provided for herein under which the Borrower may obtain Loans in an aggregate principal amount of up to $800,000,000. Such Loans will be used (i) to finance the Acquisition (as defined below), (ii) to pay fees and expenses incurred in connection with the Acquisition and (iii) to provide liquidity in connection with any commercial paper program of the Borrower. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:ARTICLE I Definitions SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: " ABR" , when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. " Acquired Company" means (a) substantially all the assets of Grupo Industrial Herradura, S.A. de C.V., a Mexican corporation, (including certain trademarks thereof) and (b) certain of its subsidiaries, in each case as set forth in the Purchase Agreement. " Acquirors" means, collectively, the Borrower and one or more of its designated Subsidiaries that acquires all or part of the Acquired Company in the Acquisition. " Acquisition" means the acquisition pursuant to the Purchase Agreement by the Acquirors of the Acquired Company for approximately $876,000,000 in cash. " Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. " Administrative Agent" means Bank of America, N.A., in its capacity as administrative agent for the Lenders hereunder. " Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent.[Signature page to Brown-Forman Credit Agreement]


2 " Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. " Alternate Base Rate" means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. " Applicable Percentage" means, with respect to any Lender, the percentage of the total Commitments represented by such Lender' s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments. " Applicable Rate" means, for any day, with respect to any Eurodollar Loan, or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption " LIBOR Margin" or " Facility Fee" , as the case may be, based upon the ratings by S&P and Moody' s, respectively, applicable on such date to the Index Debt: Ratings Facility Fee LIBOR Margin (S&P/Moody' s) (% per annum) (% per annum) Category 1 b3 AA-/Aa3 0.030% 0.170% Category 2 A+/A1 0.040% 0.185% Category 3 A/A2 0.045% 0.205% Category 4 A-/A3 0.050% 0.250% Category 5 BBB+/Baa1 0.060% 0.340% Category 6

3 system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation. " Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent. " Attributable Debt" means, with respect to any Sale-Leaseback Transaction, the present value (discounted at the rate set forth or implicit in the terms of the lease included in such Sale-Leaseback Transaction) of the total obligations of the lessee for rental payments (other than amounts required to be paid on account of taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items which do not constitute payments for property rights) during the remaining term of the lease included in such Sale-Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or the Attributable Debt determined assuming no such termination. " Availability Period" means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments. " Board" means the Board of Governors of the Federal Reserve System of the United States of America. " Borrower" has the meaning assigned to such term in the heading of this Agreement. " Borrowing" means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. " Borrowing Request" means a request by a Borrower for a Borrowing in accordance with Section 2.03. " Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term " Business Day" shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. " Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and


4 the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. " Capital Markets Transaction" means (a) the issuance or sale by the Borrower or any Subsidiary of any of their Equity Interests, or the receipt by the Borrower or any Subsidiary of any capital contribution, other than (i) any such issuance of Equity Interests to, or receipt of any such capital contribution from, the Borrower or a Subsidiary or (ii) pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and (b) the issuance or sale by the Borrower or any Subsidiary of any of their Debt Securities. " Change in Control" means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Borrower, other than descendants of George Garvin Brown and their respective family members and descendants, or entities controlled by, or trusts for the benefit of, any of them, including family and charitable trusts; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated; or (c) the acquisition of direct or indirect Control of the Borrower by any Person or group, other than descendants of George Garvin Brown and their respective family members and descendants, or entities controlled by, or trusts for the benefit of, any of them, including family and charitable trusts. " Change in Law" means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.12(b), by any lending office of such Lender or by such Lender' s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. " Code" means the Internal Revenue Code of 1986, as amended from time to time. " Commitment" means, with respect to each Lender, the commitment of such Lender to make Loans hereunder, as such commitment may be reduced or increased from time to time pursuant to Section 2.06 or pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender' s Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders' Commitments is $800,000,000. " Consolidated Assets" means at any time, the aggregate amount of assets (less applicable accumulated depreciation, depletion and amortization and other reserves and other properly deductible items) of the Borrower and its Subsidiaries, all as set forth in the most recent


5 consolidated balance sheet of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP. " Consolidated Net Worth" means on any date the net worth of the Borrower and its Subsidiaries on such date, determined on a consolidated basis in accordance with GAAP. " Consolidated Total Debt" means on any date all Indebtedness of the Borrower and its Subsidiaries on such date (other than obligations referred to in clause (i) of the definition of " Indebtedness" ), determined on a consolidated basis in accordance with GAAP. " Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. " Controlling" and " Controlled" have meanings correlative thereto. " Debt Securities" means any bonds, debentures, notes, hybrid or equity-linked securities or other similar instruments. " Default" means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. " Disclosed Matters" means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.05. " dollars" or " $" refers to lawful money of the United States of America. " Effective Date" means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02). " Environmental Laws" means all material laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters. " Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. " Equity Interests" means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity


6 ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest. " ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. " ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. " ERISA Event" means (a) any " reportable event" , as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an " accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA. " Eurodollar" , when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. " Event of Default" has the meaning assigned to such term in Article VII. " Excluded Taxes" means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any Obligation hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profit taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which such recipient is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.16(b)), any withholding tax that is imposed by the United States of America (or any political subdivision thereof) on payments by the Borrower from an office within such jurisdiction to the extent such tax is in effect and applicable to such payments on the date hereof or at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender' s failure to comply with Section 2.14(e),


7 except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding tax pursuant to Section 2.14(a). " Excluded Transaction" means: (a) any loan or credit arrangement entered into by the Borrower or any of its Subsidiaries in connection with ordinary course business operations (including borrowings under the Permanent Facility); and (b) (i) any loan or credit arrangement entered into by the Borrower or any of its Subsidiaries outside of the ordinary course after the Effective Date and (ii) any Capital Markets Transaction, other than the issuance or sale of Notes or commercial paper, provided that the aggregate amount of the commitments under or Net Proceeds of such debt facilities under clause (b)(i), together with the aggregate Net Proceeds of such Capital Markets Transactions under clause (b)(ii), does not exceed $250,000,000. " Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. " Financial Officer" means the chief executive officer, chief financial officer, principal corporate finance officer, principal accounting officer, treasurer, assistant treasurer or controller of the Borrower. " Foreign Lender" means any Lender that is organized under the laws of a jurisdiction other than the United States of America, a State thereof or the District of Columbia. " GAAP" means generally accepted accounting principles in the United States of America. " Governmental Authority" means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other similar governmental entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. " Guarantee" of or by any Person (the " guarantor" ) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the " primary obligor" ) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the


8 purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. " Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. " Hedging Agreement" means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement. " Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all debt obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business and not overdue by more than 60 days), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, other than letters of credit arising in the ordinary course of such Person' s business supporting accounts payable and (i) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person' s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. " Indemnified Taxes" means Taxes other than Excluded Taxes. " Index Debt" means senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any other Person or subject to any othe ...