CONSENT TO COMMITMENT INCREASE
EXHIBIT 10.1
Dated as of September 27, 2017
JPMorgan Chase Bank, N.A.,
as Administrative Agent
000 Xxxxxxx Xxxxxxxxxx Xxxx, Xxx 0, 3rd Floor
Newark, Delaware 19713
Attention: Loan and Agency Services Group
Whirlpool Corporation
Ladies and Gentlemen:
Reference is made to the Third Amended and Restated Long-Term Credit Agreement dated as of May 17, 2016 (as amended or modified from time to time, the “Credit Agreement”) among Whirlpool Corporation, a Delaware corporation, Whirlpool Europe B.V., a Netherlands corporation, Whirlpool Finance B.V., a Netherlands corporation, Whirlpool Canada Holding Co., a Nova Scotia unlimited company, the Lenders (as defined in the Credit Agreement) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning unless otherwise defined herein, and all references to Sections herein are references to Sections of the Credit Agreement.
Pursuant to Section 2.03(c)(iii), of the Credit Agreement, Whirlpool delivered to the Administrative Agent on September 8, 2017 a request that the aggregate amount of the commitments be increased, and, subject to the terms and conditions of this Consent, Whirlpool and the Lenders party hereto hereby agree to increase the aggregate amount of the commitments to $3,000,000,000.
Each Lender executing this Consent agrees to increase its Commitment to the amount so indicated on the attached Schedule I. Each Issuing Bank executing this Consent hereby consents to the Commitments of the Lenders as indicated on the attached Schedule I. This agreement to increase the Commitments is subject in all respects to the terms of the Credit Agreement and is irrevocable.
The increase of Commitments shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Consent executed by Whirlpool, each of the Lenders whose Commitment is increased and each Issuing Bank. The increase of Commitments is further subject to the delivery to the Administrative Agent of (a) certified copies of resolutions of the Board of Directors of Whirlpool or the Finance Committee of such Board approving the Commitment increase and (b) a certificate of Whirlpool certifying that as of the date of this Consent (i) no Default or Unmatured Default shall have occurred and be continuing or shall result from the Commitment increase and (ii) all of the representations and warranties set forth in Article 6 of the Credit Agreement (except for (x) those contained in Sections 6.04, 6.05 and 6.07 and (y) those contained 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 and Subsidiary of the target of such Material Acquisition) consummated within 30 days prior to the effective date of the Commitment increase shall be true and correct in all material respects. This Consent is subject to the provisions of Section 9.03 of the Credit Agreement.
This Consent 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 but one and the same agreement. Delivery of an executed counterpart of a signature page to this Consent by facsimile or electronic communication (.pdf file) shall be effective as delivery of a manually executed counterpart of this Amendment.
This Consent shall be governed by, and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
WHIRLPOOL CORPORATION
By /s/ XXXXXXX XXXXXXXXX
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President of Tax and Treasurer
JPMORGAN CHASE BANK, N.A., Individually and
as Administrative Agent and Issuing Bank
By /s/ XXXXXX X. XXXXXX
Name: Xxxxxx X. Xxxxxx
Title: Executive Director
Consent to the forgoing Consent:
____________________[, Individually and as Issuing Bank]
{Type or print name of Lender}
By
Name:
Title:
SCHEDULE I
COMMITMENTS
Name of Bank | Commitment |
JPMorgan Chase Bank, N.A. | $232,000,000 |
Citibank, N.A. | $232,000,000 |
BNP Paribas | $232,000,000 |
Mizuho Bank, Ltd. | $232,000,000 |
Xxxxx Fargo Bank, National Association | $232,000,000 |
Bank of America, N.A. | $140,000,000 |
Deutsche Bank AG New York Branch | $140,000,000 |
Xxxxxxx Xxxxx Bank USA | $140,000,000 |
HSBC Bank USA, National Association | $140,000,000 |
ING Bank N.V., Dublin Branch | $140,000,000 |
Intesa Sanpaolo S.p.A. - New York Branch | $140,000,000 |
The Bank of Tokyo-Mitsubishi UFJ, Ltd. | $140,000,000 |
UniCredit Bank AG, New York Branch | $140,000,000 |
Banco Santander, S.A. | $100,000,000 |
Bank of China, Chicago Branch | $100,000,000 |
The Bank of Nova Scotia | $100,000,000 |
Bayerische Landesbank, New York Branch | $60,000,000 |
Credit Industriel et Commerical, New York Branch | $60,000,000 |
Credit Suisse (Schweiz) AG | $60,000,000 |
Itau Unibanco S.A. New York Branch | $60,000,000 |
Societe Generale | $60,000,000 |
The Northern Trust Company | $60,000,000 |
US Bank National Association | $60,000,000 |
Total of Commitments: | $3,000,000,000 |
