AMENDMENT NO. 1 TO CREDIT AGREEMENT
Exhibit 10-4
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of November 22, 2005 (this “Amendment”) to the Credit Agreement dated as of
December 7, 2004 among The Clorox Company, Citicorp USA, Inc. and JPMorgan Chase Bank, N.A., as
Administrative Agents, and the other Agents and Banks parties thereto (the “Agreement”).
W I T N E S S E T H :
WHEREAS, the Agreement includes a provision whereby the Commitments of the Banks may be
extended from time to time; and
WHEREAS, the parties hereto desire to amend this provision to modify the timetable specified
therein; and
WHEREAS, the parties hereto also desire to utilize this Amendment to memorialize the initial
extension of Commitments pursuant to said provision;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1 . Defined Terms; References. Unless otherwise
specifically defined herein, each term used herein that is defined in the Agreement has the meaning
assigned to such term in the Agreement. Each reference to “hereof”, “hereunder”, “herein” and
“hereby” and each other similar reference and each reference to “this Agreement” and each other
similar reference contained in the Agreement shall, after this Amendment becomes effective, refer
to the Agreement as amended hereby.
Section 2 . Amendment. Section 2.01(b) of the Agreement is amended to read as follows:
”Extension of Commitments. The Borrower may, upon not less than 45 days notice to
the Servicing Agent (which shall notify each Bank of receipt of such request), propose to
extend the Termination Date for an additional one-year period measured from the
Termination Date then in effect. Each Bank shall endeavor to respond to such request,
whether affirmatively or negatively (such determination in the sole discretion of such
Bank), by notice to the Borrower and the Servicing Agent within 30 days of its receipt of
such request. Subject to the execution by the Borrower, the Administrative Agents and
such Banks of a duly completed Extension Agreement in substantially the form of Exhibit H
(or other comparable documentation satisfactory to the Borrower and the Administrative
Agents), the Termination Date applicable to the Commitment of each Bank so affirmatively
notifying the Borrower and
the Servicing Agent shall be extended for the period specified above;
provided that the Termination Date shall not be extended unless Banks having at least
66 2/3% in aggregate amount of the Commitments in effect at the time any such extension is
requested shall have elected so to extend their Commitments. Any Bank which does not give
such notice to the Borrower and the Servicing Agent shall be deemed to have elected not to
extend as requested, and the Commitment of each non-extending Bank shall terminate on, and
each of its outstanding Loans shall mature on a date no later than, the Termination Date
determined without giving effect to such requested extension. The Borrower shall have the
right, with the assistance of the Administrative Agents, to seek a mutually satisfactory
substitute bank or banks or other financial institution (which may be, but need not be, an
extending Bank) to replace a non-extending Bank.”
Section 3 . Extension of Commitments. The Termination Date is hereby extended for a one-year
period to December 7, 2010 as applicable to the Commitment of each Bank from which the Servicing
Agent shall have received a signed counterpart as contemplated by Section 7(b) hereof.
Section 4 . Representations of Borrower. The Borrower represents
and warrants that on and as of the date hereof (i) the representations and warranties of such
Borrower set forth in Article 4 of the Agreement are true and (ii) no Default has occurred and is
continuing on such date.
Section 5 . Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
Section 6 . Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Section 7 . Effectiveness. (a) Section 2 of this Amendment shall become effective
when the Servicing Agent shall have received from each of the Borrower and the Required Banks a
counterpart hereof signed by such party or facsimile or other written confirmation (in form
satisfactory to the Servicing Agent) that such party has signed a counterpart hereof.
(b) Section 3 of this Amendment shall become effective when the Servicing Agent shall have
received from each of the Borrower, the Administrative Agents and Banks having at least 66 2/3% in
aggregate amount of the Commitments a counterpart hereof signed by such party or facsimile or other
written confirmation (in form satisfactory to the Servicing Agent) that such party has signed a
counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.
THE CLOROX COMPANY |
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By: | /s/ Xxxxxxx X. Xxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxx | |||
Title: | Treasurer | |||
By: | /s/ Xxxx Xxxx Xxxxxxxx | |||
Name: | Xxxx Xxxx Xxxxxxxx | |||
Title: | Group V.P. | |||
CITICORP USA, INC., as a Bank, as Servicing Agent and as Administrative Agent |
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By: | /s/ J. Xxxxxxx Xxxxx | |||
Name: | J. Xxxxxxx Xxxxx | |||
Title: Vice President |
JPMORGAN CHASE BANK, N.A., as a Bank and as Administrative Agent |
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By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Vice President | |||
WACHOVIA BANK, N.A., as a Bank |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Senior Vice President | |||
THE BANK OF TOKYO-MITSUBISHI, LTD., SEATTLE BRANCH, as a Bank |
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By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | General Manager | |||
ING CAPITAL LLC, as a Bank |
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By: | /s/ Xxxx Xxxxxxx | |||
Name: | Xxxx Xxxxxxx | |||
Title: | Managing Director | |||
BNP PARIBAS, as a Bank |
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By: | /s/ Xxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxx Xxxxx | |||
Title: | Director | |||
By: | /s/ Xxxxx Xxxxxxx | |||
Xxxxx Xxxxxxx | ||||
Vice President | ||||
CALYON NEW YORK BRANCH, as a Bank |
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By: | /s/ Xxxxxx X. Xxxxx | |||
Name: | Xxxxxx X. Xxxxx | |||
Title: | Managing Director | |||
By: | /s/ Xxxxxxx Xxxxxxx | |||
Name: | Xxxxxxx Xxxxxxx | |||
Title: | Director | |||
XXXXXXX STREET COMMITMENT CORPORATION (Recourse only to assets of Xxxxxxx Street Commitment Corporation), as a Bank |
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By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Assistant Vice President |
BANCO BILBAO VIZCAYA ARGENTARIA, S.A., as a Bank |
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By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Vice President Global Corporate Banking |
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By: | /s/ Giampaolo Consigliere | |||
Giampaolo Consigliere | ||||
Vice President Global Trade Finance |
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Bank |
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By: | /s/ Xxxxxxxxx Xxxxxxxxx | |||
Name: | Xxxxxxxxx Xxxxxxxxx | |||
Title: | Vice President | |||
UNION BANK OF CALIFORNIA, N.A., as a Bank |
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By: | /s/ J. Xxxxxxx Xxxxxx | |||
Name: | J. Xxxxxxx Xxxxxx | |||
Title: | Vice President |
U.S. BANK NATIONAL ASSOCIATION, as a Bank |
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By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Vice President | |||
SANPAOLO IMA S.P.A., as a Bank |
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By: | /s/ Xxxxxx Xxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | X.X. | |||
XXXXXXXX IMA S.P.A., as a Bank |
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By: | /s/ Xxxxxx Xxxxxxx | |||
Name: | Xxxxxx Xxxxxxx | |||
Title: | S.V.P. |
FIFTH THIRD BANK, as a Bank |
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By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | AVP — Relationship Manager | |||
THE NORTHERN TRUST COMPANY, as a Bank |
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By: | /s/ Xxxx X. Xxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxx | |||
Title: | Vice President |