Exhibit 10.4
CONFORMED COPY
Commitment Amount Increase Request
May 2, 2002
Bank of Montreal,
as Administrative Agent
(the "Administrative Agent")
for the Banks referred to below
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Agency Services
Re: Credit Agreement (364-Day), dated as of May 3, 2001
among Maytag Corporation, the Banks party thereto and
Bank of Montreal, as Administrative Agent
(as amended, modified or supplemented from
time to time, the "Credit Agreement"),
-----------------------------------------------------
Ladies and Gentlemen:
In accordance with the Credit Agreement, the Borrower hereby requests that
the Administrative Agent consent to an increase in the aggregate Commitments
(the "Commitment Amount Increase"), in accordance with Section 2.9 of the Credit
Agreement, to be effected by the addition of Societe Generale, Chicago Branch
(the "New Bank") as a Bank under the terms of the Credit Agreement. Capitalized
terms used herein without definition shall have the same meanings herein as such
terms have in the Credit Agreement.
After giving effect to such Commitment Amount Increase, and upon the
effectiveness of the Commitment Amount Increase, the Commitment of the New Bank
will be as set forth on Attachment I hereto.
1. The New Bank hereby confirms that it has received a copy of the Credit
Agreement and the exhibits and schedules related thereto, together with copies
of the documents which were required to be delivered under the Credit Agreement
as a condition to the making of the Loans and other extensions of credit
thereunder. The New Bank acknowledges and agrees that it has made and will
continue to make, independently and without reliance upon the Administrative
Agent or any other Bank and based on such documents and information as it has
deemed appropriate, its own credit analysis and decisions relating to the Credit
Agreement. The New Bank further acknowledges and agrees that the Administrative
Agent has not made any representations or warranties about the credit worthiness
of the Borrower or any other party to the Credit Agreement or with respect to
the legality, validity, sufficiency or enforceability of the Credit Agreement or
the value of any security therefor.
2. Except as otherwise provided in the Credit Agreement, effective as of
the date of acceptance hereof by the Administrative Agent, the New Bank (i)
shall be deemed automatically to have become a party to the Credit Agreement and
have all the rights and obligations of a "Bank" under the Credit Agreement as if
it were an original signatory thereto and (ii) agrees to be bound by the terms
and conditions set forth in the Credit Agreement as if it were an original
signatory thereto.
3. The New Bank hereby advises you of the following administrative details
with respect to its Loans and Commitment:
(A) Notices:
Institution Name: Societe Generale, Chicago Branch
Address: 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
(B) Payment Instructions:
4. The New Bank has delivered, if appropriate, to the Borrower and the
Administrative Agent (or is delivering to the Borrower and the Administrative
Agent concurrently herewith) the tax forms referred to in Section 12.1 of the
Credit Agreement.
This Agreement shall be deemed to be a contractual obligation under, and
shall be governed by and construed in accordance with, the laws of the state of
Illinois.
The Commitment Amount Increase shall be effective when the executed consent
of the Administrative Agent is received or otherwise in accordance with Section
2.9 of the Credit Agreement, but not in any case prior to May 2, 2002. It shall
be a condition to the effectiveness of the Commitment Amount Increase that no
Eurocurrency Loans shall be outstanding on the date of such effectiveness.
The Borrower hereby certifies that no Default or Event of Default has
occurred and is continuing.
-2-
Please indicate the Administrative Agent's consent to such Commitment
Amount Increase by signing the enclosed copy of this letter in the space
provided below.
Very truly yours,
Maytag Corporation
By: /s/ Xxxxxx X. Xxxx
------------------
Name: Xxxxxx X. Xxxx
Title: Vice President & Treasurer
Societe Generale, Chicago Branch
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
The undersigned hereby consents
on this 2nd day of May,
2002 to the above-requested Commitment
Amount Increase.
Bank of Montreal,
as Administrative Agent
By: /s/ Xxxxxxxxx X. Xxxx
---------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
-3-
Attachment I
Societe Generale, Chicago Branch $7,500,000
