exv10w4



 





Exhibit 10-4




AMENDMENT NO. 1 TO CREDIT AGREEMENT




     AMENDMENT dated as of November 22, 2005 (this “Amendment”) to the Credit Agreement dated as of
December 7, 2004 among The Clorox Company, Citicorp USA, Inc. and JPMorgan Chase Bank, N.A., as
Administrative Agents, and the other Agents and Banks parties thereto (the “Agreement”).



W I T N E S S E T H :




     WHEREAS, the Agreement includes a provision whereby the Commitments of the Banks may be
extended from time to time; and



     WHEREAS, the parties hereto desire to amend this provision to modify the timetable specified
therein; and



     WHEREAS, the parties hereto also desire to utilize this Amendment to memorialize the initial
extension of Commitments pursuant to said provision;



     NOW, THEREFORE, the parties hereto agree as follows:



     Section 1 . Defined Terms; References. Unless otherwise
specifically defined herein, each term used herein that 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, after this Amendment becomes effective, refer
to the Agreement as amended hereby.



     Section 2 . Amendment. Section 2.01(b) of the Agreement is amended to read as follows:




     ”Extension of Commitments. The Borrower may, upon not less than 45 days notice to
the Servicing Agent (which shall notify each Bank of receipt of such request), propose to
extend the Termination Date for an additional one-year period measured from the
Termination Date then in effect. Each Bank shall endeavor to respond to such request,
whether affirmatively or negatively (such determination in the sole discretion of such
Bank), by notice to the Borrower and the Servicing Agent within 30 days of its receipt of
such request. Subject to the execution by the Borrower, the Administrative Agents and
such Banks of a duly completed Extension Agreement in substantially the form of Exhibit H
(or other comparable documentation satisfactory to the Borrower and the Administrative
Agents), the Termination Date applicable to the Commitment of each Bank so affirmatively
notifying the Borrower and



 









 






the Servicing Agent shall be extended for the period specified above;
provided that the Termination Date shall not be extended unless Banks having at least
66 2/3% in aggregate amount of the Commitments in effect at the time any such extension is
requested shall have elected so to extend their Commitments. Any Bank which does not give
such notice to the Borrower and the Servicing Agent shall be deemed to have elected not to
extend as requested, and the Commitment of each non-extending Bank shall terminate on, and
each of its outstanding Loans shall mature on a date no later than, the Termination Date
determined without giving effect to such requested extension. The Borrower shall have the
right, with the assistance of the Administrative Agents, to seek a mutually satisfactory
substitute bank or banks or other financial institution (which may be, but need not be, an
extending Bank) to replace a non-extending Bank.”



     Section 3 . Extension of Commitments. The Termination Date is hereby extended for a one-year
period to December 7, 2010 as applicable to the Commitment of each Bank from which the Servicing
Agent shall have received a signed counterpart as contemplated by Section 7(b) hereof.



     Section 4 . Representations of Borrower. The Borrower represents
and warrants that on and as of the date hereof (i) the representations and warranties of such
Borrower set forth in Article 4 of the Agreement are true and (ii) no Default has occurred and is
continuing on such date.



     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.



     Section 7 . Effectiveness.  (a) Section 2 of this Amendment shall become effective
when the Servicing Agent shall have received from each of the Borrower and the Required Banks a
counterpart hereof signed by such party or facsimile or other written confirmation (in form
satisfactory to the Servicing Agent) that such party has signed a counterpart hereof.



     (b) Section 3 of this Amendment shall become effective when the Servicing Agent shall have
received from each of the Borrower, the Administrative Agents and Banks having at least 66 2/3% in
aggregate amount of the Commitments a counterpart hereof signed by such party or facsimile or other
written confirmation (in form satisfactory to the Servicing Agent) that such party has signed a
counterpart hereof.



 









 





          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.



	 	 	 	 	 
	 	THE CLOROX COMPANY

 	 
	 	By:  	  /s/ Charles R. Conradi
 	 
	 	 	Name:  	Charles R. Conradi 	 
	 	 	Title:  	Treasurer 	 
	 
	 	 	 
	 	By:  	                                /s/ Mary Beth Springer
 	 
	 	 	Name:  	Mary Beth Springer 	 
	 	 	Title:  	Group V.P. 	 
	 




 









 








	 	 	 	 	 
	 	CITICORP USA, INC.,

     as a Bank, as Servicing Agent and as

     Administrative Agent

 	 
	 	By:  	  /s/ J. Gregory Davis
 	 
	 	 	Name:  	J. Gregory Davis 	 
	 	 	Title: Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

     as a Bank and as Administrative

     Agent

 	 
	 	By:  	  /s/ William P. Rindfuss
 	 
	 	 	Name:  	William P. Rindfuss 	 
	 	 	Title:  	Vice President 	 
	 




 









 








	 	 	 	 	 
	 	WACHOVIA BANK, N.A., as a Bank

 	 
	 	By:  	   /s/ Thomas M. Harper
 	 
	 	 	Name:  	Thomas M. Harper 	 
	 	 	Title:  	Senior Vice President 	 
	 




 









 








	 	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI,

     LTD., SEATTLE BRANCH, as a

     Bank

 	 
	 	By:  	  /s/ Tsuneto Kodama
 	 
	 	 	Name:  	Tsuneto Kodama 	 
	 	 	Title:  	General Manager 	 
	 




 









 








	 	 	 	 	 
	 	ING CAPITAL LLC, as a Bank

 	 
	 	By:  	  /s/ Bill Redmond
 	 
	 	 	Name:  	Bill Redmond 	 
	 	 	Title:  	Managing Director 	 
	 




 









 








	 	 	 	 	 
	 	BNP PARIBAS, as a Bank

 	 
	 	By:  	  /s/ Katherine Wolfe
 	 
	 	 	Name:  	Katherine Wolfe 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                              /s/ Sandy Bertram
 	 
	 	 	              Sandy Bertram 	 
	 	 	              Vice President 	 
	 




 









 








	 	 	 	 	 
	 	CALYON NEW YORK BRANCH, as a

     Bank

 	 
	 	By:  	  /s/ Dianne M. Scott
 	 
	 	 	Name:  	Dianne M. Scott 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                              /s/ Richard Laborie
 	 
	 	 	Name:  	Richard Laborie 	 
	 	 	Title:  	Director 	 
	 




 









 








	 	 	 	 	 
	 	WILLIAM STREET COMMITMENT

     CORPORATION (Recourse only to

     assets of William Street Commitment

     Corporation), as a Bank

 	 
	 	By:  	  /s/ Mark Walton
 	 
	 	 	Name:  	Mark Walton 	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK, as a Bank

 	 
	 	By:  	  /s/ Lisa Y. Brown
 	 
	 	 	Name:  	Lisa Y. Brown 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANCO BILBAO VIZCAYA

     ARGENTARIA, S.A., as a Bank

 	 
	 	By:  	  /s/ Hector O. Villegas
 	 
	 	 	Name:  	Hector O. Villegas 	 
	 	 	Title:  	Vice President

Global Corporate Banking 	 
	 
	 	 	 
	 	By:  	                              /s/ Giampaolo Consigliere
 	 
	 	 	              Giampaolo Consigliere 	 
	 	 	              Vice President

              Global Trade Finance 	 
	 




 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL

     ASSOCIATION, as a Bank

 	 
	 	By:  	  /s/ Margarita Chichioco
 	 
	 	 	Name:  	Margarita Chichioco 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.,

     as a Bank

 	 
	 	By:  	  /s/ J. William Bloore
 	 
	 	 	Name:  	J. William Bloore 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL

     ASSOCIATION, as a Bank

 	 
	 	By:  	  /s/ Janet Jordan
 	 
	 	 	Name:  	Janet Jordan 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	SANPAOLO IMA S.P.A., as a Bank

 	 
	 	By:  	  /s/ Renato Carducci
 	 
	 	 	Name:  	Renato Carducci 	 
	 	 	Title:  	G.M. 	 
	 
	 	SANPAOLO IMA S.P.A., as a Bank

 	 
	 	By:  	  /s/ Robert Wurster
 	 
	 	 	Name:  	Robert Wurster 	 
	 	 	Title:  	S.V.P. 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FIFTH THIRD BANK, as a Bank

 	 
	 	By:  	  /s/ Gary S. Losey
 	 
	 	 	Name:  	Gary S. Losey 	 
	 	 	Title:  	AVP — Relationship Manager 	 
	 




 









 








	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY,

     as a Bank

 	 
	 	By:  	  /s/ John P. Brazzale
 	 
	 	 	Name:  	John P. Brazzale 	 
	 	 	Title:  	Vice President