AMENDMENT NO. 2
EXHIBIT 10.3
EXECUTION COPY
AMENDMENT NO. 2
Dated as of August 30, 2018
To the banks, financial institutions
and other lenders
(collectively, the "Lenders") parties
to the Term Loan Agreement referred to
below and to Citibank, N.A., as agent
(the "Administrative Agent") for the Lenders
Ladies and Gentlemen:
We refer to the Term Loan Agreement, dated as of April 23, 2018 (as amended by the Letter Amendment dated as of May 14, 2018, the "Loan Agreement") among Whirlpool Corporation, a Delaware corporation, the Lenders from time to time party thereto, Citibank, N.A., as Administrative Agent and the other agents party thereto. Capitalized terms not otherwise defined in this Letter Amendment have the same meanings as specified in the Term Loan Agreement.
It is hereby agreed by you and us as follows:
The Term Loan Agreement is, effective as of the date of the Amendment Effective Date (as defined below), hereby amended as follows:
1. Section 7.12 of the Term Loan Agreement is hereby amended and restated in its entirety as follows:
"Section 7.12. Debt to Capitalization Ratio.
Whirlpool shall maintain, as of the last day of each fiscal quarter of Whirlpool, a Debt to Capitalization Ratio of less than or equal to 0.65 to 1.00."
2. Section 7.15 of the Term Loan Agreement is hereby amended and restated in its entirety as follows:
"Section 7.15. Transactions with Affiliates.
Whirlpool will not, and will not permit any Subsidiary to, directly or indirectly, pay any material amount of funds to or for the account of, make any material investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Indebtedness, or otherwise) in, lease, sell, transfer or otherwise dispose of any material assets, tangible or intangible, to, or participate in, or effect, any material transaction with, any Affiliate except (a) on an arms-length basis on terms at least as favorable to Whirlpool or such Subsidiary as would have been obtained from a third party who was not an Affiliate and (b) any such transaction between or among Whirlpool and its Subsidiaries, or between or among any Subsidiaries, in each case not involving any Affiliate that is not Whirlpool or a Subsidiary."
This Letter Amendment shall become effective when the Administrative Agent shall have received counterparts of this Letter Amendment executed by each Borrower and the Required Lenders (the "Amendment Effective Date").
Whirlpool hereby represents and warrants, as of the Amendment Effective Date, that (i) there exists no Default or Unmatured Default; and (ii) the representations and warranties contained in Article 6 of the Term Loan Agreement are true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) (except for the representations and warranties set forth in Sections 6.06 and 6.12 solely as such representations and warranties relate to any
Subsidiary acquired in connection with a Material Acquisition (including any Subsidiary of the target of such Material Acquisition) consummated within 30 days prior to the Amendment Effective Date).
On and after the effectiveness of this Letter Amendment, each reference in the Term Loan Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Term Loan Agreement, and each reference in each of the other Loan Documents to "the Term Loan Agreement", "thereunder", "thereof" or words of like import referring to the Term Loan Agreement, shall mean and be a reference to the Term Loan Agreement, as amended by this Letter Amendment. This Letter amendment shall be deemed to constitute a "Loan Document".
The Term Loan Agreement and each of the other Loan Documents, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Term Loan Agreement, nor constitute a waiver of any provision of the Term Loan Agreement.
If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a counterpart of this Letter Amendment to Xxxxx X. Xxxxxx, Xxxxxxxx & Sterling LLP, email: xxxxxxx@xxxxxxxx.xxx.
This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment.
This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
Very truly yours,
WHIRLPOOL CORPORATION
By /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Assistant Treasurer
Agreed as of the date first above written:
CITIBANK, N.A,
as Administrative Agent and as Lender
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
JPMORGAN CHASE BANK, N.A.,
as Lender
By: /s/ Xxxx Xxxxx de Dios
Name: Xxxx Xxxxx de Dios
Title: Executive Director
BNP Paribas,
as Lender
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Director
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Managing Director
MIZUHO BANK, LTD.,
as Lender
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Lender
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Managing Director
Bank of America, N.A.,
as Lender
By: /s/ J. Xxxxx Xxxxxxxx
Name: J. Xxxxx Xxxxxxxx
Title: Director
HSBC BANK USA, N.A.,
as Lender
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Director
ING Bank N.V., Dublin Branch,
as Lender
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Managing Director
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director
Intesa Sanpaolo S.p.A., New York Branch,
as Lender
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Global Relationship Manager
By: /s/ Francesco Di Mario
Name: Francesco Di Mario
Title: FVP & Head of Credit
MUFG BANK, LTD., as a Lender
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Authorized Signatory
UniCredit Bank AG,
New York Branch,
as Lender
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Director
SANTANDER BANK, N.A.,
as Lender
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Executive Director
By: /s/ Xxxxxxxx Xxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President
The Bank of Nova Scotia,
as Lender
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director
Bayerische Landesbank, New York Branch,
as Lender
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Executive Director
By: /s/ Varbin Staykoff
Name: Varbin Staykoff
Title: Senior Director
U.S. Bank National Association,
as Lender
By: /s/ Xxxx Xxx Xxxxxx
Name: Xxxx Xxx Xxxxxx
Title: Vice President
Credit Industriel et Commercial, New York Branch
as Lender
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President
By: /s/ Nicolas Regent
Name: Nicolas Regent
Title: Vice President
Credit Suisse (Switzerland) Ltd.
as Lender
By: /s/ Pascal Twerenbold
Name: Pascal Twerenbold
Title: Assistant Vice President
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Director
SOCIETE GENERALE,
as Lender
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Director
THE NORTHERN TRUST COMPANY,
as Lender
By: /s/ Wicks Barkhausen
Name: Wicks Barkhausen
Title: Vice President
