FORTUNE BRANDS INC
TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.B1
<SEQUENCE>4
<FILENAME>c78974exv10wb1.txt
<DESCRIPTION>TERMINATION, REPLACEMENT AND RESTATEMENT AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10b1

                                    TERMINATION, REPLACEMENT AND RESTATEMENT
                           AGREEMENT dated as of July 10, 2003, among FORTUNE
                           BRANDS, INC., a Delaware corporation (the "Company"),
                           the financial institutions listed in Annex I hereto
                           under the captions "Continuing Lenders" (the
                           "Continuing Lenders") and "Additional Lenders" (the
                           "Additional Lenders", and together with the
                           Continuing Lenders, the "Lenders"), JPMORGAN CHASE
                           BANK, as successor to The Chase Manhattan Bank, a New
                           York banking corporation, as administrative agent (in
                           such capacity, the "Administrative Agent") for the
                           Lenders, and CITIBANK, N.A., as Syndication Agent.
                           Capitalized terms used and not defined herein shall
                           have the meanings assigned to such terms in the New
                           Credit Agreement (as defined below).

                  WHEREAS, the Company, the Continuing Lenders, certain other
lenders and the Administrative Agent are parties to the 364-Day Revolving Credit
Agreement dated as of July 11, 2002 (the "Existing Credit Agreement");

                  WHEREAS, the Existing Credit Agreement is to be terminated as
provided herein; and

                  WHEREAS, the Continuing Lenders and the Additional Lenders are
willing, subject to the terms and conditions of this Agreement, to replace the
Existing Credit Agreement with a new credit agreement as provided herein.

                  NOW, THEREFORE, in consideration of the mutual agreements
contained in this Agreement and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                  SECTION 1. Replacement and Restatement. Subject to the
conditions set forth in Section 3 hereof:

                  (a) the Existing Credit Agreement, including all schedules and
         exhibits thereto, is hereby terminated, subject to applicable
         provisions set forth therein as to the survival of certain rights and
         obligations, and simultaneously replaced by a new credit agreement (the
         "New Credit Agreement") identical in form and substance to the Existing
         Credit Agreement except as expressly set forth below.

                  (b) The heading of the New Credit Agreement shall read as
         follows:

                                    "364-DAY REVOLVING CREDIT AGREEMENT dated as
                           of July 10, 2003, among FORTUNE BRANDS, INC., a
                           Delaware corporation, the LENDERS party hereto,
                           JPMORGAN CHASE BANK, as Administrative Agent,
                           CITIBANK, N.A., as

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                                                                               2

                           Syndication Agent and FLEET NATIONAL BANK, CREDIT
                           SUISSE FIRST BOSTON, and BARCLAYS BANK PLC, as
                           Documentation Agents."

         and all references to the "Effective Date" in the New Credit Agreement
         shall be deemed to refer to July 10, 2003.

                  (c) The definition of "Maturity Date" in Section 1.01 of the
         New Credit Agreement shall read as follows:

                           "Maturity Date" means the Termination Date, or, if
                  the Company exercises its option under Section 2.21, July 8,
                  2005.

                  (d) The definition of "Termination Date" in Section 1.01 of
         the New Credit Agreement shall read as follows:

                           "Termination Date" means July 8, 2004.

                  (e) Section 3.04 of the New Credit Agreement shall read as
         follows:

                           SECTION 3.04. Financial Condition; No Material
                  Adverse Change. (a) The Company has heretofore furnished to
                  the Lenders its consolidated balance sheet and statements of
                  income, stockholders equity and cash flows (i) as of and for
                  the fiscal year ended December 31, 2002 reported on by
                  PricewaterhouseCoopers, independent public accountants, and
                  (ii) as of and for the fiscal quarter and the portion of the
                  fiscal year ended March 31, 2003, as filed by the Company with
                  the Securities and Exchange Commission under the Securities
                  Exchange Act of 1934, as amended. Such financial statements
                  present fairly, in all material respects, the financial
                  position and results of operations and cash flows of the
                  Company and its consolidated Subsidiaries as of such dates and
                  for such periods in accordance with GAAP, subject to year-end
                  audit adjustments and the absence of footnotes in the case of
                  the statements referred to in clause (ii) above.

                           (b) Since December 31, 2002 there has been no
                  material adverse change in the business, assets, operations or
                  financial condition of the Company and its Subsidiaries, taken
                  as a whole."

                  (f) The following sentences shall be added to the end of
         Section 9.12:

                  Notwithstanding anything herein to the contrary, any Lender
                  (and any employee, representative or other agent of such
                  Lender) may disclose to any and all persons, without
                  limitation of any kind, such Lender's U.S. federal income tax
                  treatment and the U.S. federal income tax structure of the
                  transactions contemplated hereby relating to such Lender and
                  all materials of any kind (including opinions or other tax
                  analyses) that are provided to it relating to such tax
                  treatment and tax structure. However,

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                                                                               3

                  no disclosure of any information relating to such tax
                  treatment or tax structure may be made to the extent
                  nondisclosure is reasonably necessary in order to comply with
                  applicable securities laws.

                  (g) The references to "July 11, 2002" in Exhibit A, Exhibit B
         and Exhibit D of the Existing Credit Agreement shall be changed to
         references to "July 10, 2003" in the New Credit Agreement.

                  (h) Schedule 2.01 to the New Credit Agreement shall be in the
         form of Schedule 2.01 to this Agreement.

                  (i) Schedule 3.06 to the New Credit Agreement shall be in the
         form of Schedule 3.06 to this Agreement.

                  SECTION 2. Representations and Warranties. The Company
represents and warrants to each of the Lenders as of the Effective Date (as
defined below) that:

                  (a) This Agreement and the New Credit Agreement have been duly
         authorized and, in the case of this Agreement, executed and delivered
         by it and each constitutes its legal, valid and binding obligations
         enforceable in accordance with their terms.

                  (b) The representations and warranties set forth in Article
         III of the New Credit Agreement, after giving effect to this Agreement,
         are true and correct on the date hereof with the same effect as if made
         on the date hereof.

                  (c) Before and after giving effect to this Agreement, no
         Default has occurred and is continuing.

                  SECTION 3. Conditions to Effectiveness. This Agreement shall
become effective as of July 10, 2003 (the "Effective Date") upon the occurrence
of the following conditions precedent:

                  (a) The Administrative Agent (or its counsel) shall have
         received from each party hereto either (i) a counterpart of this
         Agreement signed on behalf of such party or (ii) written evidence
         satisfactory to the Administrative Agent (which may include telecopy
         transmission of a signed signature page of this Agreement) that such
         party has signed a counterpart of this Agreement.

                     (b) The Administrative Agent shall have received a
           favorable written opinion (addressed to the Administrative Agent and
           the Lenders and dated the Effective Date) of Chadbourne & Parke LLP,
           counsel for the Company, substantially in the form of Exhibit B to
           the Existing Credit Agreement but referring to this Agreement and the
           New Credit Agreement and covering such other matters relating to the
           Company, this Agreement, the New Credit Agreement or the Transactions
           as the Required Lenders shall reasonably request. The Company hereby
           requests such counsel to deliver such opinions.

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                                                                               4

                  (c) The Administrative Agent shall have received such
         documents and certificates as the Administrative Agent or its counsel
         may reasonably request relating to the organization, existence and good
         standing of the Company, the authorization of the Transactions and any
         other legal matters relating to the Company, this Agreement, the New
         Credit Agreement or the Transactions, all in form and substance
         reasonably satisfactory to the Administrative Agent and its counsel.

                  (d) The Administrative Agent shall have received a
         certificate, dated the Effective Date and signed by the President, a
         Vice President or a Financial Officer of the Company, confirming
         compliance with the conditions set forth in paragraphs (b) and (c) of
         Section 2.

                  (e) The Administrative Agent shall have received all fees and
         other amounts due and payable on or prior to the Effective Date,
         including the fees set forth in Section 4 and, to the extent invoiced,
         reimbursement or payment of all out-of-pocket expenses required to be
         reimbursed or paid by the Company hereunder.

                  (f) The commitments under the Existing Credit Agreement shall
         have been terminated and all principal, interest and other amounts
         outstanding thereunder (including all fees accrued thereunder to the
         Effective Date) shall have been paid in full.

                  SECTION 4. Fees. The Company agrees to pay to each Lender a
fee in an amount equal to 0.02% of such Lender's Revolving Commitment (whether
used or unused), in each case as of the Effective Date; provided that the
Company shall have no liability for any such fee if this Agreement does not
become effective pursuant to Section 3.

                  SECTION 5. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

                  SECTION 6. Existing Credit Agreement. Until the occurrence of
the Effective Date as provided in Section 3 hereof, the Existing Credit
Agreement shall continue in full force and effect in accordance with the
provisions thereof and the rights and obligations of the parties thereto shall
not be affected hereby, all Revolving Commitments and Revolving Loans thereunder
shall continue as set forth therein and all fees and interest accruing under the
Existing Credit Agreement shall continue to accrue at the rates provided for
therein.

                  SECTION 7. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract.

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                                                                               5

                  SECTION 8. Expenses. The Company agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Agreement including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore LLP, counsel for the Administrative Agent.

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                                                                               6

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

                                          FORTUNE BRANDS, INC.,

                                            by ________________________________
                                               Name:
                                               Title:

                                          JPMORGAN CHASE BANK, individually and
                                          as Administrative Agent,

                                            by ________________________________
                                               Name:
                                               Title:

                                          CITIBANK, N.A.,

                                            by ________________________________
                                               Name:
                                               Title:

                                          BARCLAYS BANK PLC,

                                            by ________________________________
                                               Name:
                                               Title:

                                          CREDIT SUISSE FIRST BOSTON, CAYMAN
                                          ISLANDS BRANCH,

                                            by ________________________________
                                               Name:
                                               Title:

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                                                                               7

                                          FLEETBOSTON FINANCIAL,

                                            by ________________________________
                                               Name:
                                               Title:

                                          U.S. BANK, NATIONAL ASSOCIATION,

                                            by ________________________________
                                               Name:
                                               Title:

                                          THE NORTHERN TRUST COMPANY,

                                            by ________________________________
                                               Name:
                                               Title:

                                          THE BANK OF TOKYO MITSUBISHI, LTD.,
                                          CHICAGO BRANCH,

                                            by ________________________________
                                               Name:
                                               Title:

                                          BANK ONE, NA,

                                            by ________________________________
                                               Name:
                                               Title:

                                          THE BANK OF NEW YORK,

                                            by ________________________________
                                               Name:
                                               Title:

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                                                                               8

                                          WESTPAC INSTITUTIONAL BANK,

                                            by ________________________________
                                               Name:
                                               Title:

                                          ABN AMRO Bank N.V.,

                                            by ________________________________
                                               Name:
                                               Title:

                                          HSBC BANK PLC,

                                            by ________________________________
                                               Name:
                                               Title:

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                                                                         ANNEX I

Continuing Lenders

JPMorgan Chase Bank
Citibank, N.A.
Barclays Bank PLC
Credit Suisse First Boston
FleetBoston Financial
U.S. Bank, National Association
The Northern Trust Company
The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch
The Bank One, NA (Main Office Chicago)
The Bank of New York
Westpac Institutional Bank
ABN AMRO Bank N.V.
HSBC Bank PLC

Additional Lenders

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<TABLE>
<CAPTION>
                Lender                      Revolving Commitment
                ------                      --------------------
<S>                                         <C>
JPMorgan Chase Bank                            $ 29,000,000
----------------------------------------------------------------
Citibank, N.A.                                 $ 29,000,000
----------------------------------------------------------------
Barclays Bank PLC                              $ 25,000,000
----------------------------------------------------------------
Credit Suisse First Boston                     $ 25,000,000
----------------------------------------------------------------
FleetBoston Financial                          $ 25,000,000
----------------------------------------------------------------
U.S. Bank, National Association                $ 22,000,000
----------------------------------------------------------------
The Northern Trust Company                     $ 19,000,000
----------------------------------------------------------------
The Bank of Tokyo-Mitsubishi, Ltd.,
Chicago Branch                                 $ 15,000,000
----------------------------------------------------------------
The Bank One, NA (Main Office Chicago)         $ 15,000,000
----------------------------------------------------------------
The Bank of New York                           $ 15,000,000
----------------------------------------------------------------
Westpac Institutional Bank                     $ 11,000,000
----------------------------------------------------------------
ABN AMRO Bank N.V.                             $ 10,000,000
----------------------------------------------------------------
HSBC Bank PLC                                  $ 10,000,000
================================================================
               Total                           $250,000,000
</TABLE>


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