Exhibit 4
EXECUTION COPY
AMENDMENT NO. 1
TO
5-YEAR REVOLVING CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO 5-YEAR REVOLVING CREDIT AGREEMENT (the
"AMENDMENT") is made as of February 10, 2006 by and among MASCO CORPORATION, a
Delaware corporation (the "COMPANY"), and MASCO EUROPE S. a.r.l., a company
organized as a societe a responsabilite limitee under the laws of the Grand
Duchy of Luxembourg, having its registered office at 22, Parc d'activite
Syrdall, L-5365 Munsbach and registered with the Luxembourg Register of Commerce
and Companies under number B68.104 ("MASCO EUROPE"; the Company and Masco Europe
being referred to collectively as the "BORROWERS"), the financial institutions
listed on the signature pages hereto and JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION (successor by merger to Bank One, NA (Main Office Chicago)), as the
administrative agent for the "Banks" referred to below (the "AGENT").
Capitalized terms used but not otherwise defined herein shall have the
respective meanings given to them in the "Credit Agreement" referred to below.
WITNESSETH:
WHEREAS, the signatories hereto are parties to that certain 5-Year
Revolving Credit Agreement, dated as of November 5, 2004 (the "CREDIT
AGREEMENT"), among the Borrowers, the financial institutions from time to time
party thereto which shall include, for purposes of this Amendment (and any other
purposes set forth in the Credit Agreement), the Swingline Lender and each
Issuing Bank (the "BANKS"), Citibank, N.A., as Syndication Agent, Sumitomo
Mitsui Banking Corporation, as Documentation Agent, and the Agent;
WHEREAS, the parties hereto have agreed to amend the Credit Agreement
on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrowers, the Banks and the Agent have agreed to the following amendment to the
Credit Agreement.
1. AMENDMENTS. Effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2 below, the
Credit Agreement is hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended to add
the following definitions in the appropriate alphabetical location:
"ACCEPTANCE OF EXTENSION" has the meaning set forth in Section
2.19(A).
"EXTENSION DATE" has the meaning set forth in Section 2.19(A).
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"EXTENSION REQUEST" has the meaning set forth in Section 2.19(A).
"FIRST AMENDMENT" means Amendment No. 1 to this Agreement, dated as of
February 10, 2006, among the Borrowers, the Banks signatory thereto and the
Agent.
"FIRST AMENDMENT EFFECTIVE DATE" means the date on which the First
Amendment has become effective in accordance with its terms.
(b) Section 1.01 of the Credit Agreement is hereby amended to
delete the definitions of "COMPANY'S EQUITY SECURITIES" and "CONSOLIDATED
NET LOSS" in their entirety.
(c) The definition of "INTEREST PERIOD" set forth in Section 1.01
of the Credit Agreement is hereby amended to delete each reference to the
words "Termination Date" and, in each case, to substitute the words "latest
Termination Date then in effect under Section 2.19" therefor.
(d) The definition of "REQUIRED BANKS" set forth in Section 1.01
of the Credit Agreement is hereby amended and restated in its entirety as
follows:
"Required Banks" means at any time Banks having more than 50% of the
aggregate amount of the Commitments or, if all of the Commitments shall
have terminated, holding or otherwise required to participate in more than
50% of the aggregate unpaid principal amount of the Loans and the issued
and outstanding Letters of Credit; provided, however, that if on the
Termination Date elected by any Bank pursuant to Section 2.19, such Bank's
Commitment and its participation interests in existing Swingline Loans and
Letters of Credit and its obligation to participate in additional Swingline
Loans and Letters of Credit hereunder have not been assigned (as permitted
by clause (ii) of the penultimate sentence of Section 2.19(A)) and the
Company has not paid such Bank all amounts then payable to such Bank under
this Agreement and its respective Note as required by clause (i)(a) of the
penultimate sentence of Section 2.19(A), then until such assignment or
repayment has occurred, "Required Banks" shall mean at any time Banks
having more than 50% of the sum of (i) the Commitments and (ii) any such
non-extending Bank's respective Loans and obligations to participate in
Swingline Loans and Letters of Credit.
(e) The definition of "TERMINATION DATE" set forth in Section
1.01 of the Credit Agreement is hereby amended and restated in its entirety
as follows:
"Termination Date" means, with respect to any Bank (including in its
capacity as the Swingline Lender or the Issuing Bank), the earlier of (a)
February 10, 2011 or, if such day is not a Eurocurrency Business Day, the
next preceding Eurocurrency Business Day, as such date may be extended with
respect to such Bank from time to time in accordance with the terms and
conditions of Section 2.19, or (b) the date, if any, on which such Bank's
Commitment is reduced to zero or terminated pursuant to this Agreement.
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(f) Section 2.07(A) of the Credit Agreement is hereby amended to
delete the words "Termination Date (or earlier date of termination of the
Commitments in their entirety)" and to substitute the words "latest
Termination Date then in effect under Section 2.19" therefor.
(g) Section 2.10 of the Credit Agreement is hereby amended to add
the following new clause (D) thereto:
(D) If, on any Termination Date (after giving effect to any payments
made to non-extending Lenders on such date pursuant to Section 2.19(A)),
the Dollar Amount of the aggregate principal amount of all outstanding
Loans and L/C Obligations exceeds the Aggregate Commitment, the Borrowers
shall immediately repay Loans in an aggregate principal amount sufficient
to eliminate any such excess.
(h) The Credit Agreement is hereby amended to add the following
new Section 2.19 thereto:
SECTION 2.19. Extension of Termination Date.
(A) The Company may request an extension (subject to each Bank's right
to deny any such requested extension) of the Termination Date in effect at
any time by submitting a request for an extension in the form of Exhibit H
to the Agent (an "Extension Request") not more than 90 days and not less
than 45 days prior to each anniversary of the First Amendment Effective
Date. The request shall specify (i) the new Termination Date, which shall
be exactly one year after the Termination Date then in effect, and (ii) the
date (which must be at least 45 days after the Extension Request is
delivered to the Agent) as of which the next Termination Date shall be
effective (the "Extension Date"). The failure of the Company to request an
extension with respect to any applicable anniversary date shall not prevent
the Company from requesting an extension with respect to a future
anniversary date under this Section 2.19. Promptly upon receipt of an
Extension Request, the Agent shall notify each Bank (including a Bank in
its capacity as the Swingline Lender or the Issuing Bank) of the contents
thereof and shall request each Bank to approve the Extension Request. Each
Bank approving the Extension Request shall deliver its written acceptance
of such extension in the form of Exhibit I (an "Acceptance of Extension")
no later than 15 days prior to the applicable anniversary of the First
Amendment Effective Date. An extension hereunder shall only be effective if
an Acceptance of Extension is received by the Agent from the Required Banks
within the time period set forth above. Failure of a Bank to respond to an
Extension Request shall be deemed a denial of such request. If any Bank
does not accept an extension, then either (i) notwithstanding any provision
herein requiring the ratable sharing of payments among Banks (including,
without limitation Section 2.08, 2.10 or 9.04), on the Termination Date
then in effect with respect to such Bank (without giving effect to the
Extension Request rejected by such Bank), (a) the Company shall pay to such
Bank all amounts then payable to such Bank under this Agreement and the
Note on its applicable Termination Date and (b) upon such payment, such
Bank's Commitment (and, in the case of a Bank that is the Swingline Lender,
such bank's obligation to make Swingline Loans and, in the case of a Bank
that is an Issuing Bank, such Issuing Bank's
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obligation to issue Letters of Credit), all of its participation interests
in existing Swingline Loans and Letters of Credit and its obligation to
participate in additional Swingline Loans and Letters of Credit hereunder,
shall terminate on the Termination Date applicable to such Bank or (ii) the
Company may remove such Bank pursuant to the terms of Section 8.06. On each
Termination Date, to the extent required, the Agent shall administer the
reallocation of the Loans and L/C Interests ratably among the Banks that
have accepted such extension after giving effect to the repayment of any
non-extending Banks; provided, that (1) the Borrowers hereby agree to
compensate the Banks for all losses, expenses and liabilities incurred by
any Bank (if any) in connection with the sale or assignment of any
Eurocurrency Loan resulting from such reallocation on the terms and in the
manner set forth in Section 2.12, and (2) the minimum borrowing, pro rata
borrowing and pro rata payment requirements contained elsewhere in this
Agreement shall not apply to the reallocation of Loans and L/C Interests
effected pursuant to this sentence.
(B) Without limiting the documentation and consent requirements set
forth in Section 2.19(A), any extension of the Termination Date shall be
subject to the following additional conditions precedent: (i) on and as of
the applicable Extension Date, the Company shall have reaffirmed its
guarantee of the obligations of Masco Europe, such reaffirmation to be in
writing and in form and substance reasonably satisfactory to the Agent and
(ii) on and as of the date of the Extension Request and the Extension Date,
all representations and warranties contained in Article IV of this
Agreement shall be true and correct in all material respects as though made
on such date (unless any such representation and warranty is made as of a
specific date, in which case, such representation and warranty shall be
true and correct in all material respects as of such date) and no Default
or Event of Default shall have occurred and then be continuing.
(i) Section 5.02(A) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
(A) Minimum Consolidated Net Worth. At no time will Consolidated Net
Worth be less than Minimum Consolidated Net Worth. "Minimum Consolidated
Net Worth" means, for the period of time from the First Amendment Effective
Date through the date on which financial statements are delivered under
Section 5.01 of this Agreement for the Fiscal Year ending on December 31,
2005, $4,006,000,000, and shall be recomputed at the end of each Fiscal
Year (commencing with the Fiscal Year ending on December 31, 2005), to
equal 70% of Consolidated Net Worth for such Fiscal Year then ended.
(j) The first sentence of Section 8.06 of the Credit Agreement is
hereby amended to delete the introductory language up through the
parenthetical defining an "Affected Bank" and to substitute the following
language therefor:
If (i) any Bank shall have failed to fund its pro rata share of any
Loan requested by any Borrower hereunder which such Bank is obligated
to fund under the terms of this Agreement and which failure has not
been cured, (ii) the obligation of any Bank to make Eurocurrency Loans
has been suspended pursuant to Section 8.02, (iii) any Bank has
demanded compensation under Section 2.11(D) or Section 8.03
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or (iv) any Bank has failed to accept a proposed extension of the
Termination Date as provided in Section 2.19 (any such Bank affected
by clauses (i), (ii), (iii) or (iv), herein an "Affected Bank"),
(k) The first sentence of Section 9.05(A) of the Credit Agreement
is hereby amended to delete clause (x)(i) in the proviso thereof and to
substitute the following new clause (x)(i) therefor:
(i) increase or decrease the Commitment of any Bank (except for (a) a
ratable decrease in the Commitments of all the Banks, (b) a
termination (without replacement) of the Commitment of any Bank who
does not elect to participate in an extension of the Termination Date
as provided for in clause (i) of the proviso in the last sentence of
Section 2.19(A) and (c) increases in the Commitments consummated in
accordance with Section 2.18 which shall only require Bank consents to
the extent provided in such Section)
(l) The first sentence of Section 9.05(A) of the Credit Agreement
is hereby amended to delete clause (x)(iii) in the proviso thereof and to
substitute the following new clause (x)(iii) therefor:
(iii) postpone the date fixed for any payment of principal of or
interest on any Loan or Reimbursement Obligation or any fees hereunder
or for the termination of the Commitments (except for extensions of
the Termination Date consummated in accordance with Section 2.19 which
shall only require Bank consents to the extent provided in such
Section),
(m) The Commitment Schedule to the Credit Agreement is hereby
amended and restated in its entirety in the form attached as Annex I
hereto.
(n) The Pricing Schedule to the Credit Agreement is hereby
amended and restated in its entirety in the form attached as Annex II
hereto.
(o) The Credit Agreement is hereby amended to add (i) new Exhibit
H (Form of Request for Extension) in the form attached as Annex III hereto
and (ii) new Exhibit I (Form of Acceptance of Request for Extension) in the
form attached as Annex IV hereto.
2. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective
and be deemed effective as of the date hereof, if, and only if, the Agent shall
have received (a) executed copies of this Amendment from the Borrowers and each
of the Banks; provided, that the consent of the financial institutions
identified on the signature pages as "Departing Banks" shall only be required
with respect to the acknowledgements and agreements set forth in Section 3 of
this Amendment, (b) all fees agreed to be paid by the Company in connection with
this Amendment, (c) a supplemental secretary's certificate of each Borrower
certifying (i) resolutions of the board of directors of such Borrower
authorizing the execution, delivery and performance of this Amendment, (ii) the
name and true signature of John G. Sznewajs, in his capacity as an incumbent
officer or manager, as appropriate, of such Borrower, authorized to sign the
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Amendment and any other instruments, documents and agreements related to the
Credit Agreement, and (iii) the removal of Robert B. Rosowski as an incumbent
officer or manager, as appropriate, of each Borrower, which certifications shall
apply retroactively to the dates of the foregoing appointments and resignations,
as the case may be, and (d) a legal opinion of John R. Leekley, Senior Vice
President-General Counsel of the Company, with respect to due authorization,
execution and delivery of this Amendment and the enforceability of this
Amendment and the Credit Agreement, as amended thereby.
3. ACKNOWLEDGEMENT AND CONSENT WITH RESPECT TO DEPARTING BANKS. Each
of the Borrowers and each Bank, including, without limitation, each Bank
identified on the signature pages hereto as a "Departing Bank", hereby
acknowledges and agrees that, notwithstanding any provisions to the contrary in
the Credit Agreement (including the limitations on assignments or transfers of
interests under the Credit Agreement set forth in Section 9.06), on the
effective date hereof, and subject to any such Departing Bank's receipt of
payment in full of the Loans and other amounts at such time owing to it under
the Credit Agreement, (a) the Commitments shall be amended and restated in their
entirety pursuant to Section 1(m) above, (b) each Departing Bank's Commitment
under the Credit Agreement (including all of its participation interests in
existing Swingline Loans and Letters of Credit and its obligation to participate
in additional Swingline Loans and Letters of Credit) shall automatically be
deemed terminated and the only Commitments on the effective date shall be those
identified on the Commitment Schedule attached hereto as Annex I; (c) such
Departing Bank shall have no further rights or obligations as a Bank under the
Credit Agreement and shall cease to be a party thereto (but shall continue to be
entitled to the benefits of Sections 2.11(D), 2.12, 8.03 and 9.03 of the Credit
Agreement); and (d) the consent of such Departing Bank shall be limited to the
acknowledgements and agreements set forth in this Section 3 and shall not be
required as a condition to the effectiveness of any other amendments set forth
herein.
4. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. Each Borrower
hereby represents and warrants as follows:
(a) Each Borrower has the power and authority and legal right to
execute and deliver this Amendment and the Credit Agreement (as modified
hereby) and to perform its obligations hereunder and thereunder. The
execution and delivery by such Borrower of this Amendment and the
performance of its obligations hereunder and under the Credit Agreement (as
modified hereby) have been duly authorized by proper corporate proceedings
(and such authorizations have not been rescinded), and this Amendment and
the Credit Agreement (as modified hereby) constitute legal, valid and
binding obligations of such Borrower, enforceable against such Borrower in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, or similar laws affecting the enforcement of
creditors' rights generally.
(b) Neither the execution and delivery by such Borrower of this
Amendment, nor the consummation of the transactions herein contemplated,
nor compliance with the provisions hereof or of the Credit Agreement (as
modified hereby) will violate (i) any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on such Borrower, (ii) such
Borrower's articles or certificate of incorporation or by-laws or other
constitutive document, or (iii) the provisions of any indenture, instrument
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or agreement to which such Borrower is a party or is subject, or by which
it, or its property, is bound, or conflict with, or constitute a default
under, or result in, or require, the creation or imposition of any Lien on
the property of such Borrower pursuant to the terms of, any such indenture,
instrument or agreement.
(c) As of the date hereof and giving effect to the terms of this
Amendment, (i) there exists no Default or Event of Default and (ii) the
representations and warranties contained in Article IV of the Credit
Agreement (as modified hereby) are true and correct.
5. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND LOAN DOCUMENTS.
(a) Upon the effectiveness of Sections 1 and 3 hereof, each
reference to the Credit Agreement in the Credit Agreement, the Notes or any
other instrument, document or agreement executed or delivered in connection
therewith (herein, a "LOAN DOCUMENT") shall mean and be a reference to the
Credit Agreement as modified hereby. This Amendment shall be construed,
administered, and applied, in accordance with all of the terms and
provisions of the Credit Agreement (unless expressly indicated herein or
therein).
(b) Each Borrower (i) agrees that this Amendment and the
transactions contemplated hereby shall not limit or diminish the
obligations of such Borrower arising under or pursuant to the Credit
Agreement, the Notes and either other Loan Document to which it is a party,
(ii) reaffirms its obligations under the Credit Agreement (including,
without limitation, the Company's guaranty of the obligations of Masco
Europe incorporated therein), the Notes and each and every other Loan
Document to which it is a party and (iii) acknowledges and agrees that,
except as specifically modified above, the Credit Agreement, the Notes and
all other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Agent or the Banks, nor constitute a waiver
of or consent to any modification of any provision of the Credit Agreement,
the Notes or any other Loan Documents executed and/or delivered in
connection therewith.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (INCLUDING 735 ILCS SECTION 105/5-1 ET SEQ. BUT OTHERWISE
WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS) OF THE STATE OF ILLINOIS.
7. HEADINGS. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
8. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be deemed to be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
Delivery of an executed
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counterpart of this Amendment by facsimile or electronic mail shall be equally
as effective as delivery of an original executed counterpart of this Amendment.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the
day and year first above written.
MASCO CORPORATION, as a Borrower
By: /s/ John G. Sznewajs
------------------------------------
Name: John G. Sznewajs
Title: Vice President - Corporate
Development and Treasurer
MASCO EUROPE S. A.R.L., as a Borrower
By: /s/ William T. Anderson
------------------------------------
Name: William T. Anderson
Title: Manager
By: /s/ David A. Doran
------------------------------------
Name: David A. Doran
Title: Manager
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION (SUCCESSOR BY MERGER TO BANK
ONE, NA (MAIN OFFICE CHICAGO)), as Agent
and as a Bank
By: /s/ Christopher C. Cavaiani
------------------------------------
Name: Christopher C. Cavaiani
Title: Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
CITIBANK, N.A., as a Bank and as
Syndication Agent
By: /s/ Judith Green
------------------------------------
Name: Judith Green
Title: Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
SUMITOMO MITSUI BANKING CORPORATION, as
a Bank and as Documentation Agent
By: /s/ Hiro Hyakutome
------------------------------------
Name: Hiro Hyakutome
Title: Joint General Manager
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
BNP PARIBAS, as a Bank
By: /s/ Wendy Breuder
------------------------------------
Name: Wendy Breuder
Title: Managing Director
By: /s/ Gaye Plunkett
------------------------------------
Name: Gaye Plunkett
Title: Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
KEYBANK NATIONAL ASSOCIATION, as a Bank
By: /s/ Mary K. Young
------------------------------------
Name: Mary K. Young
Title: Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
ROYAL BANK OF CANADA, as a Bank
By: /s/ Suzanne Kaicher
------------------------------------
Name: Suzanne Kaicher
Title: Attorney-In-Fact
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
SUNTRUST BANK, as a Bank
By: /s/ Douglas O'Bryan
------------------------------------
Name: Douglas O'Bryan
Title: Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
COMERICA BANK, as a Bank
By: /s/ Chris Stergiadis
------------------------------------
Name: Chris Stergiadis
Title: Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, as a Bank
By: /s/ Graham A. Warning
------------------------------------
Name: Graham A. Warning
Title: Assistant Vice President
By: /s/ John Marlati
------------------------------------
Name: John Marlati
Title: Senior Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
BANK OF AMERICA, N.A., as a Bank
By: /s/ W. Thomas Barnett
------------------------------------
Name: W. Thomas Barnett
Title: Senior Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
MERRILL LYNCH BANK USA, as a Bank
By: /s/ Louis Alder
------------------------------------
Name: Louis Alder
Title: Director
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
PNC BANK, NATIONAL ASSOCIATION,
as a Bank
By: /s/ Thomas A. Majeski
------------------------------------
Name: Thomas A. Majeski
Title: Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
CHICAGO BRANCH, successor by merger to
The Bank of Tokyo-Mitsubishi, Ltd. and
to UFJ Bank Limited, as a Bank
By: /s/ Mr. Tsuguyuki Umene
------------------------------------
Name: Mr. Tsuguyuki Umene
Title: Deputy General Manager
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Bank
By: /s/ Andrea S. Chen
------------------------------------
Name: Andrea S. Chen
Title: Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG
SA, as a Bank
By: /s/ Andre Poorters
------------------------------------
Name: Andre Poorters
Title: Managing Director
By: /s/ Marc Schronen
------------------------------------
Name: Marc Schronen
Title: Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
FIFTH THIRD BANK, EASTERN MICHIGAN,
as a Bank
By: /s/ Kate Ritter
------------------------------------
Name: Kate Ritter
Title: Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
MIZUHO CORPORATE BANK, LTD, as a Bank
By: /s/ Raymond Ventura
------------------------------------
Name: Raymond Ventura
Title: Deputy General Manager
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
NORDEA BANK FINLAND PLC, as a Bank
By: /s/ Agnetha Gulnes
------------------------------------
Name: Agnetha Gulnes
Title: Vice President
By: /s/ Gerald E. Chelius, Jr.
------------------------------------
Name: Gerald E. Chelius, Jr.
Title: SVP Credit
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
THE BANK OF NEW YORK, as a Bank
By: /s/ Kevin Higgins
------------------------------------
Name: Kevin Higgins
Title: Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
THE NORTHERN TRUST COMPANY, as a Bank
By: /s/ Ashish S. Bhagwat
------------------------------------
Name: Ashish S. Bhagwat
Title: Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
U.S. BANK NATIONAL ASSOCIATION, as a
Bank
By: /s/ Jeff Janza
------------------------------------
Name: Jeff Janza
Title: Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
WELLS FARGO BANK, N.A., as a Bank
By: /s/ Peter Martinets
------------------------------------
Name: Peter Martinets
Title: Vice President
By: /s/ Daniel Van Aken
------------------------------------
Name: Daniel Van Aken
Title: Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
KBC BANK, N.V., as a Bank
By: /s/ Jean-Pierre Diels
------------------------------------
Name: Jean-Pierre Diels
Title: First Vice President
By: /s/ Robert M. Surdam, Jr.
------------------------------------
Name: Robert M. Surdam, Jr.
Title: Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
SANPAOLA IMI S.P.A., as a Bank
By: /s/ Renato Carducci
------------------------------------
Name: Renato Carducci
Title: General Manager
By: /s/ Robert Wurster
------------------------------------
Name: Robert Wurster
Title: Senior Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
Solely with respect to the
acknowledgements and agreements set
forth in Section 3 of this Amendment:
BARCLAYS BANK PLC, as a Departing Bank
By: /s/ David Barton
------------------------------------
Name: David Barton
Title: Associate Director
DANSKE BANK A/S, as a Departing Bank
By: /s/ Bjanne Jorgensen
------------------------------------
Name: Bjanne Jorgensen
Title: Senior Vice President
By: /s/ Jan B. Laruidsen
------------------------------------
Name: Jan B. Laruidsen
Title: Vice President
BANCA DI ROMA - CHICAGO BRANCH, as a
Departing Bank
By: /s/ James Semonchik
------------------------------------
Name: James Semonchik
Title: Vice President
By: /s/ Enrico Verdoscia
------------------------------------
Name: Enrico Verdoscia
Title: Sr. Vice President
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
BANCA NAZIONALE DEL LAVORO SPA,
NEW YORK BRANCH, as a Departing Bank
By: /s/ Juan Cortes
------------------------------------
Name: Juan Cortes
Title: Relationship Manager
By: /s/ Francesco Di Mario
------------------------------------
Name: Francesco Di Mario
Title: Senior Manager
Signature Page to Amendment No. 1 to
5-Year Revolving Credit Agreement
ANNEX I
RESTATED COMMITMENT SCHEDULE
COMMITMENT SCHEDULE
Name of Bank Commitment
------------ --------------
JPMorgan Chase Bank, National Association (successor by merger to Bank
One, NA (Main Office Chicago)) $ 240,000,000
Citibank, N.A. $ 240,000,000
Sumitomo Mitsui Banking Corporation $ 140,000,000
Merrill Lynch Bank USA $ 120,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd., Chicago Branch (successor by merger
to The Bank of Tokyo-Mitsubishi, Ltd. and to UFJ Bank Limited) $ 100,000,000
KeyBank National Association $ 100,000,000
Bank of America, N.A. $ 85,000,000
Comerica Bank $ 85,000,000
Royal Bank of Canada $ 85,000,000
BNP Paribas $ 85,000,000
SunTrust Bank $ 85,000,000
Wachovia Bank, National Association $ 70,000,000
Wells Fargo Bank, N.A. $ 70,000,000
PNC Bank, National Association $ 70,000,000
Dexia Banque Internationale a Luxembourg SA $ 55,000,000
U.S. Bank National Association $ 50,000,000
The Bank of New York $ 50,000,000
Nordea Bank Finland Plc $ 50,000,000
The Northern Trust Company $ 50,000,000
Commerzbank AG, New York and Grand Cayman Branches $ 40,000,000
Fifth Third Bank, Eastern Michigan $ 40,000,000
Mizuho Corporate Bank, LTD $ 40,000,000
SanPaolo IMI S.p.A. $ 30,000,000
KBC Bank, N.V. $ 20,000,000
--------------
TOTAL COMMITMENTS: $2,000,000,000
==============
ANNEX II
RESTATED PRICING SCHEDULE
PRICING SCHEDULE
The Applicable Margin shall be as determined by the matrix below (expressed as
basis points):
Level I Level III
Status Level II Status Level IV Level V Status
(A or A2 Status (BBB+ or Status (Below
or Better) (A- or A3) Baa1) (BBB or Baa2) BBB and Baa2)
---------- ---------- --------- ------------- --------------
Facility Fee 6.0 7.0 8.0 10.0 15.0
Letter of Credit Fee 29.0 33.0 37.0 50.0 70.0
Eurocurrency Margin if
the Usage Percentage
is less than or equal
to 50% 19.0 23.0 27.0 40.0 60.0
Eurocurrency Margin if
the Usage Percentage
is more than 50% 29.0 33.0 37.0 50.0 70.0
For the purposes of this Schedule, the following terms have the following
meanings, subject to the final paragraph of this Schedule:
"LEVEL I STATUS" exists at any date if, on such date, the Company's Moody's
Rating is A2 or better or the Company's S&P Rating is A or better.
"LEVEL II STATUS" exists at any date if, on such date, (i) the Company has not
qualified for Level I Status and (ii) the Company's Moody's Rating is A3 or
better or the Company's S&P Rating is A- or better.
"LEVEL III STATUS" exists at any date if, on such date, (i) the Company has not
qualified for Level I Status or Level II Status and (ii) the Company's Moody's
Rating is Baa1 or better or the Company's S&P Rating is BBB+ or better.
"LEVEL IV STATUS" exists at any date if, on such date, (i) the Company has not
qualified for Level I Status, Level II Status or Level III Status and (ii) the
Company's Moody's Rating is Baa2 or better or the Company's S&P rating is BBB or
better.
"LEVEL V STATUS" exists at any date if, on such date, the Company has not
qualified for Level I Status, Level II Status, Level III Status or Level IV
Status.
"MOODY'S RATING" means, at any time, the rating issued by Moody's Investors
Service, Inc. and then in effect with respect to the Company's senior unsecured
long-term debt securities without third-party credit enhancement.
"S&P RATING" means, at any time, the rating issued by Standard and Poor's Rating
Services, a division of The McGraw Hill Companies, Inc., and then in effect with
respect to the Company's senior unsecured long-term debt securities without
third-party credit enhancement.
"STATUS" means either Level I Status, Level II Status, Level III Status, Level
IV Status or Level V Status.
"USAGE PERCENTAGE" means, as of any date of determination, a percentage equal to
(i) the aggregate principal amount of outstanding Loans and L/C Obligations at
such time, divided by (ii) the Aggregate Commitment at such time (which, after
the Commitments have been terminated shall be based on the aggregate of the
Loans and L/C Obligations at such time).
The credit ratings to be utilized for purposes of this Schedule are
the ratings assigned to outstanding senior unsecured long-term debt securities
of the Company without third party credit support. Ratings assigned to any
obligation of the Company which is secured or which has the benefit of third
party credit support shall be disregarded.
The Applicable Margin shall be determined in accordance with the
foregoing table based on the Company's Status as determined from its
then-current Moody's and S&P Ratings. The credit rating in effect on any date
for the purposes of this Schedule is that in effect at the close of business on
such date. If at any time the Company has no Moody's Rating and no S&P Rating,
Level V Status shall exist. Notwithstanding the foregoing, if at any time there
exists a difference between the Moody's Rating and the S&P Rating, the rating
corresponding to the higher of the two ratings shall apply; provided, however,
that if the difference is greater than one level, the Status shall be determined
based upon the rating one level above the lower of the two ratings.
ANNEX III
EXHIBIT H
FORM OF REQUEST FOR EXTENSION
TO THE BANKS LISTED ON THE ______________, 20_____
ATTACHED SCHEDULE:
Ladies and Gentlemen:
Reference is made to the 5-Year Revolving Credit Agreement, dated as of
November 5, 2004, among MASCO CORPORATION, a Delaware corporation (the
"COMPANY"), and MASCO EUROPE S. a.r.l., a company organized as a societe a
responsabilite limitee under the laws of the Grand Duchy of Luxembourg, having
its registered office at 22, Parc d'activite Syrdall, L-5365 Munsbach and
registered with the Luxembourg Register of Commerce and Companies under number
B68.104, as borrowers, the "Banks" party thereto as lenders, CITIBANK, N.A., as
Syndication Agent, SUMITOMO MITSUI BANKING CORPORATION, as Documentation Agent,
and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (successor by merger to Bank One,
NA (Main Office Chicago)), as Administrative Agent (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"). Terms defined in the Credit Agreement are used herein with the same
meaning.
Pursuant to Section 2.19 of the Credit Agreement, we request a one year
extension of the Termination Date as such date pertains to your Commitment. If
you accept this extension, the new Termination Date will be _____________. We
acknowledge that such extension will not otherwise constitute an alteration,
amendment or waiver of any other term, condition or covenant contained in the
Agreement.
To accept our requested extension, you must give written notice to us, in
the form attached as Exhibit I to the Agreement, within __ days following your
receipt of this request. Failure by you to give the required notice within such
__ day time period will constitute a denial of our request.
The Company (on behalf of itself and its Subsidiaries) hereby represents
and warrants that on and as of the date hereof (a) all representations and
warranties contained in Article IV of the Credit Agreement are true and correct
in all material respects (unless any such representation and warranty is made as
of a specific date, in which case, such representation and warranty is true and
correct in all material respects as of such date) and (b) no Default or Event of
Default has occurred and is continuing. The Company acknowledges and agrees that
certain additional representations and warranties shall be made, and certain
other conditions shall be satisfied, all in accordance with Section 2.19 of the
Credit Agreement, on and as of the Extension Date.
Very truly yours,
MASCO CORPORATION, as a Borrower
By:
------------------------------------
Title:
---------------------------------
ANNEX IV
EXHIBIT I
FORM OF ACCEPTANCE OF REQUEST FOR EXTENSION
__________________, 20____
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
Re: Acceptance of Request for Extension
Attention: [Authorized Officer]
Dear ________________:
Reference is made to the 5-Year Revolving Credit Agreement, dated as of
November 5, 2004, among MASCO CORPORATION, a Delaware corporation and MASCO
EUROPE S.a.r.l., a company organized as a societe a responsabilite limitee under
the laws of the Grand Duchy of Luxembourg, having its registered office at 22,
Parc d'activite Syrdall, L-5365 Munsbach and registered with the Luxembourg
Register of Commerce and Companies under number B68.104, as borrowers, the
"Banks" party thereto as lenders, CITIBANK, N.A., as Syndication Agent, SUMITOMO
MITSUI BANKING CORPORATION, as Documentation Agent, and JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION (successor by merger to Bank One, NA (Main Office
Chicago)), as Administrative Agent (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT").
Terms defined in the Credit Agreement are used herein with the same meaning.
We have received your Request for Extension, dated___________ 20___, and
pursuant to Section 2.19 of the Credit Agreement, we hereby accept the extension
as set forth in your request. As a result of such extension the new Termination
Date with respect to our financial institution will be _____________. We have
made a notation of this extension in our accounts evidencing the indebtedness of
each Borrower to us and on the Notes (if any) issued in our favor.
Very truly yours,
[Bank]
By:
------------------------------------
[Name and Title]
-----------------------