EXHIBIT 4.c
AMENDMENT NO. 2
dated as of November 30, 1995
amending the
$750,000,000 AMENDED AND RESTATED CREDIT AGREEMENT
dated as of May 18, 1994
among
MASCO CORPORATION
THE BANKS PARTY THERETO
and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
as Agent
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of November 30, 1995 to the Amended and
Restated Credit Agreement dated as of May 18, 1994, as heretofore amended (the
"Agreement") among MASCO CORPORATION, the BANKS party thereto and XXXXXX
GUARANTY TRUST COMPANY OF NEW YORK, as Agent.
WHEREAS the Borrower is selling its home furnishings group and, in
connection with such sale, expects to take a charge in an amount not exceeding
$650,000,000 in the fourth quarter of 1995;
WHEREAS the Borrower desires to add such charge back to Consolidated
Net Income for the purpose of determining the amount available for payment of
dividends and acquisitions of the Borrower's equity securities under Section
5.03 of the Agreement; and
WHEREAS such sale may constitute a Restricted Transfer (as such term
is currently defined in the Agreement) because a part of the consideration for
such sale will consist of options to acquire an equity ownership interest in
the buyer and, accordingly, the Borrower wishes to amend the definition of
Restricted Transfer in Section 5.07(b) of the Agreement to exclude such sale;
NOW, THEREFORE, the Borrower and the undersigned Banks agree as
follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which 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 from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Limitation on Dividends and Acquisitions of Borrower's
Equity Securities. The following proviso is added at the end of the first
sentence of Section 5.03 of the Agreement:
; provided further that the charge in an amount not exceeding $650,000,000
taken by the Borrower in the fourth quarter of 1995 in connection with the
sale of its home furnishings group will be added back to Consolidated Net
Income for purposes of clause (y) of this sentence.
SECTION 3. Definition of Restricted Transfer. The following proviso
is added at the end of the last sentence of Section 5.07(b) of the Agreement:
; provided that the sale of the Borrower's home furnishings group to a new
company formed by Xxxxxx Xxxxxxx Capital Partners shall not constitute a
Restricted Transfer so long as the Borrower and its Subsidiaries do not
receive or subsequently acquire, directly or indirectly, (x) more than 20%
of the equity ownership interests in the buyer or (y) any right to receive
payments which are specifically contingent in amount or duration upon the
earnings of the buyer or any portion of the buyer's business.
SECTION 4. Effectiveness of This Amendment. This Amendment shall
become effective on the date when the Agent shall have received counterparts
hereof signed by the Borrower and the Required Banks (or, in the case of any
such party as to which an executed counterpart shall not have been received,
the Agent shall have received in form satisfactory to it a facsimile or other
written confirmation that such party has executed a counterpart hereof).
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.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
The Borrower:
MASCO CORPORATION
By /s/ Xxxxxx X. Xxxxxxxx
Title: Vice President -
Controller
The Banks:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxxxx X. Xxxxxxxxx
Title: Vice President
COMERICA BANK
By /s/ J.R. Xxxxxxxx
Title: Vice President
NBD BANK
By /s/ Xxxxxxx X. Xxxxxxxxxxxx
Title: Vice President
BANK OF AMERICA NT&SA
By /s/ Xxxxxx X. Xxxxxxxxx
Title: Vice President
BANK OF AMERICA ILLINOIS
By /s/ Xxxxxx X. Xxxxxxxxx
Title: Vice President
3
NATIONSBANK OF TEXAS, N.A.
By /s/ Xxxxxxx X. Xxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxxxx X. Xxxxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By /s/ Xxxx X. Xxxxxxx
Title: Assistant Vice President
THE BANK OF NOVA SCOTIA
By /s/ F.C.H. Xxxxx
Title: Senior Manager
Loan Operations
ROYAL BANK OF CANADA
By /s/ Xxxxxxx X. Xxxxxxx
Title: Manager
Corporate Banking
THE BANK OF NEW YORK
By /s/ Xxxxxxx X. Xxxx
Title: Vice President
4
COMMERZBANK AKTIENGESELLSCHAFT
GRAND CAYMAN BRANCH
By /s/ Xxxxxxx X. Xxxxxx
Title: Assistant Vice President
By /s/ Xx. Xxxxxx Xxxxxxx
Title: Executive Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By /s/ Xxxxx X. Xxxxx
Title: Senior Vice President
CHEMICAL BANK
By /s/ Xxxxxxxx Xxxxxxx
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH
By /s/ Xxxxxxx Xxxxx
Title: Vice President
DEUTSCHE BANK AG CHICAGO BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By
Title:
By
Title:
5
DRESDNER BANK AG CHICAGO AND
GRAND CAYMAN BRANCHES
By /s/ Xxxx X. Xxxxxxxxxx
Title: Vice President
By /s/ Xxxxxxx X. Xxxxxx
Title: Vice President
ISTITUTO BANCARIO SAN PAOLO
DI TORINO, S.p.A.
By /s/ Xxxxxxx X. XxXxxxxx
Title: First Vice President
By /s/ Xxxxxx Xxxxxx
Title: Vice President
THE MITSUBISHI BANK, LIMITED
By /s/ Xxxxxx Xxxxxxxxx
Title: Joint General Manager
THE SANWA BANK LIMITED
By /s/ Xxxxxxx X. Xxxx
Title: Vice President
SOCIETY NATIONAL BANK
By /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
THE SUMITOMO BANK, LIMITED
By /s/ Xxxxxxxx Xxxxx
Title: Joint General Manager
6
AMENDMENT NO. 3
dated as of January 31, 1996
amending the
$750,000,000 AMENDED AND RESTATED CREDIT AGREEMENT
dated as of May 18, 1994
among
MASCO CORPORATION
THE BANKS PARTY THERETO
and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
as Agent
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of January 31, 1996 to the Amended and
Restated Credit Agreement dated as of May 18, 1994, as heretofore amended (the
"Agreement") among MASCO CORPORATION, the BANKS party thereto and XXXXXX
GUARANTY TRUST COMPANY OF NEW YORK, as Agent.
WHEREAS the Borrower proposes to sell its home furnishings group
and, in connection with such proposed sale, is taking a charge in the fourth
quarter of 1995; and
WHEREAS the Borrower desires to add such charge back to Consolidated
Tangible Net Worth and Consolidated Net Income for purposes of calculations
under Section 5.02 of the Agreement;
NOW, THEREFORE, the Borrower and the undersigned Banks agree as
follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which 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 from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Minimum Consolidated Tangible Net Worth. Section 5.02 of
the Agreement is amended by adding the following new sentence at the end of
said Section:
In addition, the following adjustments shall be made (solely for purposes
of calculations under this Section) in connection with the charge taken
by the Borrower in the fourth Fiscal Quarter of 1995 relating to the
proposed sale of its home furnishings group (the "Home Furnishings
Charge"):
(x) at all times after
the Home Furnishings Charge is taken, Consolidated Tangible Net
Worth shall be increased by adding back (A) the amount by which
Consolidated Tangible Net Worth was reduced by such charge or (B)
$400,000,000, whichever is less; and
(y) for purposes of
clause (i) of this Section, Consolidated Net Income for the fourth
Fiscal Quarter of 1995 shall be calculated before giving effect to
the Home Furnishings Charge.
SECTION 3. Effectiveness of This Amendment. This Amendment shall
become effective on the date when the Agent shall have received counterparts
hereof signed by the Borrower and the Required Banks (or, in the case of any
such party as to which an executed counterpart shall not have been received,
the Agent shall have received in form satisfactory to it a facsimile or other
written confirmation that such party has executed a counterpart hereof).
SECTION 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and
year first above written.
The Borrower:
MASCO CORPORATION
By /s/ Xxxxxx X. Xxxxxxxx
Title: Vice President -
Controller
The Banks:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxxxx X. Xxxxxxxxx
Title: Vice President
COMERICA BANK
By /s/ J.R. Xxxxxxxx
Title: Vice President
2
NBD BANK
By Xxxxxxx X. Xxxxxxxxxxxx
Title: Vice President
BANK OF AMERICA NT&SA
By /s/ Xxxxxx X. Xxxxxxxxx
Title: Vice President
BANK OF AMERICA ILLINOIS
By /s/ Xxxxxx X. Xxxxxxxxx
Title: Vice President
NATIONSBANK OF TEXAS, N.A.
By /s/ Xxxxxxx X. Xxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO
By /s/ Xxxxxx X. Xxxxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By /s/ Xxxxx X. Xxxxx
Title: Commercial Banking
Officer
0
XXX XXXX XX XXXX XXXXXX
By /s/ F.C.H. Xxxxx
Title: Senior Manager
Loan Operations
ROYAL BANK OF CANADA
By /s/ Xxxxxxx X. Xxxxxxx
Title: Manager
Corporate Banking
THE BANK OF NEW YORK
By /s/ Xxxxxxx X. Xxxx
Title: Vice President
COMMERZBANK AKTIENGESELLSCHAFT
GRAND CAYMAN BRANCH
By /s/ Xxxxxxx X. Xxxxxx
Title: Assistant Vice President
By /s/ Xx. Xxxxxx Xxxxxxx
Title: Executive Vice President
WACHOVIA BANK OF GEORGIA, N.A.
By /s/ Xxxxx X. Xxxxx
Title: Senior Vice President
CHEMICAL BANK
By /s/ Xxxxxxxx Xxxxxxx
Title: Vice President
4
THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH
By /s/ Xxxxxxx Xxxxx
Title: Vice President
DEUTSCHE BANK AG CHICAGO BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By
Title:
By
Title:
DRESDNER BANK AG CHICAGO AND
GRAND CAYMAN BRANCHES
By /s/ E. Xxxxxx Xxxxxx
Title: Senior Vice President
By /s/ Xxxxxxx X. Xxxxxx
Title: Vice President
ISTITUTO BANCARIO SAN PAOLO
DI TORINO, S.p.A.
By /s/ Xxxxxxx X. XxXxxxxx
Title: First Vice President
By /s/ Xxxxxx Xxxxxx
Title: Vice President
THE MITSUBISHI BANK, LIMITED
By /s/ Xxxxxx Xxxxxxxxx
Title: Joint General Manager
5
THE SANWA BANK LIMITED
By /s/ Xxxxxxx X. Xxxx
Title: Vice President
SOCIETY NATIONAL BANK
By /s/ Xxxxxxx X. Xxxxx
Title: Vice President
THE SUMITOMO BANK, LIMITED
By /s/ Xxxxxxxx Xxxxx
Title: Joint General Manager
6
