Conformed Copy
Exhibit 10
Second Amendment to Credit Agreement (364-Day)
This Second Amendment to Credit Agreement (364-Day) (the "Amendment") dated
as of May 1, 2003 by and among Maytag Corporation (the "Borrower"), the Banks
listed below, and Bank of Montreal, as Administrative Agent;
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks, and the Administrative Agent have
heretofore executed and delivered a Credit Agreement (364-Day) dated as of May
3, 2001 (as amended by the First Amendment thereto dated as of May 2, 2002, the
"Credit Agreement"); and
WHEREAS, the Borrower, the Banks and the Agent desire to amend the Credit
Agreement to extend the Termination Date as set forth herein;
NOW, THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, the Borrower, the Banks and the Administrative Agent hereby
agree as follows:
1. The definition of "Termination Date" contained in Section 5.1 of the
Credit Agreement is hereby amended in its entirety to read as follows:
"Termination Date" means April 29, 2004.
2. The Borrower has requested that as of the Effective Time (as hereinafter
defined) the Commitments of the Banks be reallocated among the Banks.
Accordingly, the Commitment of each Bank is hereby amended in its entirety and
as so amended shall be as set forth as Schedule 1 to this Amendment.
3. This Amendment shall become effective as of the opening of business on
May 1, 2003 (the "Effective Time") subject to the conditions precedent that on
or before such date:
(a) the Administrative Agent shall have received counterparts
hereof executed by the parties hereto;
(b) the Administrative Agent shall have received certified copies
of resolutions of the Board of Directors of the Borrower and of a
Special Committee thereof, together authorizing the execution and
delivery of this Amendment, indicating the authorized signers of this
Amendment and the specimen signatures of such signers; and
(c) the Administrative Agent shall have received for the account
of each Bank and Arranger the non-refundable fees in the amounts as
agreed between the Borrower and the Administrative Agent.
4.1. To induce the Administrative Agent and the Banks to enter into this
Amendment, the Borrower represents and warrants to the Administrative Agent and
the Banks that: (a) the representations and warranties contained in the Credit
Agreement are true and correct in all material respects as of the date hereof
with the same effect as though made on the date hereof (it being understood and
agreed that any representation or warranty which by its terms is made as of a
specified date shall be required to be true and correct in all material respects
only as of such specified date); (b) no Default or Event of Default exists; (c)
this Amendment has been duly authorized by all necessary corporate proceedings
and duly executed and delivered by the Borrower and the Credit Agreement, as
amended by this Amendment, is the legal, valid and binding obligations of the
Borrower, enforceable against the Borrower in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency or other similar laws
of general application affecting the enforcement of creditors' rights or by
general principles of equity; and (d) no consent, approval, authorization,
order, registration or qualification with any governmental authority is required
for, and in the absence of which would adversely effect, the legal and valid
execution and delivery or performance by the Borrower of this Amendment or the
performance by the Borrower of the Credit Agreement, as amended by this
Amendment.
4.2. This Amendment may be executed in any number of counterparts and by
the different parties on separate counterparts and each such counterpart shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same Amendment.
4.3. Except as specifically provided above, the Credit Agreement shall
remain in full force and effect and is hereby ratified and confirmed in all
respects. 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 Administrative Agent or any Bank under the Credit
Agreement or any Note, nor constitute a waiver or modification of any provision
of any of the Credit Agreement or any Note.
4.4. This Amendment and the rights and obligations of the parties hereunder
shall be construed in accordance with and be governed by the law of the State of
Illinois.
-2-
In Witness Whereof, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
Maytag Corporation
By /s/ Steven J. Klyn
----------------------------------
Name Steven J. Klyn
------------------------------
Title Vice President & Treasurer
-----------------------------
Bank of Montreal, Chicago Branch, in
its individual capacity as a Bank
and as Administrative Agent
By /s/ Joseph W. Linder
----------------------------------
Name Joseph W. Linder
------------------------------
Title Vice President
-----------------------------
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Bank One, NA (Main Office Chicago)
By /s/ Nathan L. Bloch
--------------------------------
Name Nathan L. Bloch
---------------------------
Title Managing Director
--------------------------
-4-
Royal Bank of Canada
By /s/ Gordon C. MacArthur
------------------------------
Name Gordon C. MacArthur
-------------------------
Title Senior Manager
------------------------
-5-
Citicorp USA, Inc.
By /s/ John W. Coons
----------------------------
Name John W. Coons
-----------------------
Title Director
----------------------
-6-
U.S. Bank National Association
By /s/ Sandra J. Hartay
-------------------------------
Name Sandra J. Hartay
---------------------------
Title Vice President
--------------------------
-7-
KeyBank National Association
By /s/ David J. Wechter
----------------------------------
Name David J. Wechter
-----------------------------
Title Vice President
----------------------------
-8-
Sumitomo Mitsui Banking Corporation
By /s/ Leo E. Pagarigan
-------------------------------------
Name Leo E. Pagarigan
--------------------------------
Title Senior Vice President
-------------------------------
-9-
Deutsche Bank AG New York Branch
and/or Cayman Islands Branch
By /s/ Thomas A. Foley
-----------------------------------
Name Thomas A. Foley
------------------------------
Title Director
-----------------------------
By /s/ William W. McGinty
-----------------------------------
Name William W. McGinty
------------------------------
Title Director
-----------------------------
-10-
Lehman Commercial Paper Inc.
By /s/ Suzanne Flynn
---------------------------------
Name Suzanne Flynn
----------------------------
Title Authorized Signatory
---------------------------
-11-
Societe Generale, Chicago Branch
By /s/ Eric E.O. Siebert Jr.
------------------------------------
Name Eric E.O. Siebert Jr.
-------------------------------
Title Managing Director
------------------------------
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Conformed Copy
Schedule 1
Bank Commitment
Bank of Montreal, Chicago Branch $27,500,000
Bank One, NA $27,500,000
Royal Bank of Canada $25,000,000
Deutsche Bank AG New York Branch and/or $25,000,000
Cayman Islands Branch
Citicorp USA, Inc. $20,000,000
KeyBank National Association $20,000,000
Sumitomo Mitsui Bank Corporation $20,000,000
U.S. Bank National Association $15,000,000
Lehman Commercial Paper Inc. $12,500,000
Societe Generale, Chicago, Branch $ 7,500,000