exv4wcwii






Exhibit 4c(ii)




AMENDMENT NO. 1




Dated as of February 11, 2011



to



CREDIT AGREEMENT



Dated as of June 21, 2010


               THIS AMENDMENT NO. 1 (“Amendment”) is made as of February 11, 2011 by and among Masco
Corporation, a Delaware corporation (the “Company”), Masco Europe S.à.r.l., a wholly-owned
Subsidiary of the Company organized as a société à responsabilité limitée under the laws of the
Grand Duchy of Luxembourg (the “Foreign Subsidiary Borrower”; the Company and the Foreign
Subsidiary Borrower being referred to collectively as the “Borrowers”), the financial
institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., in its capacity as
administrative agent for the Lenders (the “Administrative Agent”), under that certain
Credit Agreement dated as of June 21, 2010 by and among the Borrowers, the financial institutions
from time to time party thereto (the “Lenders”) and the Administrative Agent (the
“Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings given to them in the Credit Agreement.


               WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have agreed to make
certain amendments to the Credit Agreement;


               WHEREAS, the parties hereto have agreed to such amendments 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 parties hereto have agreed to enter into this Amendment.


               1. Amendments to Credit Agreement. Upon satisfaction of the conditions precedent
set forth in Section 2 below, the Credit Agreement is hereby amended as follows, which
amendments shall be deemed to be effective and applicable as of December 31, 2010:


               (a) Section 1.01 of the Credit Agreement is hereby amended to add the following
defined term in the proper alphabetical location:


               “Specified Income Tax Expense Add-Backs” has the meaning set forth in Section 5.07(b).


               (b) The definition of “Consolidated Net Income” set forth in Section 1.01 of the
Credit Agreement is hereby restated in its entirety as follows:




          “Consolidated Net Income” means, with reference to any period, the net income (or loss) of
the Company and its Subsidiaries calculated in accordance with GAAP on a consolidated basis
(without duplication) for such period, without any adjustment for net income (or loss) attributable
to Equity Interests of a Subsidiary of the Company that are not owned by Company



 









 






or one of its Subsidiaries (i.e., non-controlling interests); provided that there shall be
excluded any income (or loss) of any Person other than the Company or a Subsidiary, but any such
income so excluded may be included in such period or any later period to the extent of any cash
dividends or distributions actually paid in the relevant period to the Company or any wholly-owned
Subsidiary of the Company.




          (c) Section 5.07(b) of the Credit Agreement is hereby restated in its entirety as
follows:




          (b) Maximum Debt to Capitalization. At no time will the ratio of (i)
Consolidated Debt to (ii) the sum of (x) Consolidated Debt and (y) Consolidated Adjusted Net Worth
exceed 65%; provided, however, that for the purposes of the limitations provided in, and
computations under, this Section 5.07(b), “Debt” shall not include (a) with respect to the Company,
any Refunding Debt of the Company to the extent that and for so long as such Debt constitutes
Refunding Debt, and (b) with respect to any Subsidiary, any Debt of such Subsidiary (including any
Refunding Debt) to the extent that and for so long as such Debt is exempt from the incurrence test
in Section 5.08(a) as a result of the application
of Section 5.08(b); provided,
further,
that when determining Consolidated Adjusted Net Worth for purposes of clause (ii) above,



the Company shall be entitled to add back, without duplication, the sum of:





	 	(u)	 	up to $186,000,000 in the aggregate of Specified Add-Backs attributable to the period from
January 1, 2009 through and including March 31, 2010,
	 
	plus	(v)	 	up to $21,700,000 in the aggregate of Specified Add-Backs attributable to the
period from April 1, 2010 through and including September 30, 2010,
	 
	plus	(w)	 	up to $593,000,000 of non-cash charges constituting the after-tax amount of
impairment of goodwill for the fiscal quarter ending December 31, 2010,
	 
	plus	(x)	 	up to $371,000,000 of Specified Income Tax Expense Add-Backs for the fiscal
quarter ended December 31, 2010, and
	 
	plus	(y)	 	up to $350,000,000 in the aggregate of Specified Add-Backs and Specified
Income Tax Expense Add-Backs from and after January 1, 2011,





and the Company shall be required to subtract:





	 	(z)	 	from and after January 1, 2011, the amount of any and all reversals of any valuation allowance
adjustment added to Consolidated Adjusted Net Worth as Specified Income Tax Expense Add-Backs
pursuant to clauses (x) or (y) above to the extent that such a reversal is applied to reduce the
Company’s income tax expense; provided that the aggregate amount of all such subtractions
during the term of this Agreement shall not exceed the actual aggregate amount added to
Consolidated Adjusted Net Worth on account of Specified Income Tax Expense Add-Backs pursuant to
clauses (x) and (y) above.





     For purposes of this Section 5.07(b):




2









 









          (1) “Specified Add-Backs” shall mean and include the following: (i) non-cash charges
constituting impairment of goodwill and other intangible assets; (ii) non-cash charges constituting
impairment of financial investments of the type set forth in Note E of the Company’s 2008 Form
10-K; (iii) non-cash charges related to discontinued operations; and (iv) any non-cash net reduction
to accumulated other comprehensive income (other than reductions related to pensions,
post-retirement benefits and similar retirement adjustments) from the amount reflected on the
December 31, 2008 balance sheet of the Company.




          (2) “Specified Income Tax Expense Add-Backs” shall mean and include non-cash income tax
expense related to a valuation allowance adjustment on the Company’s U.S. deferred tax assets.


               (d) The second sentence of Section 5.08(b) of the Credit Agreement is hereby restated in
its entirety as follows:




For purposes of this subsection (b), Debt (whether constituting Debt of the Company or of any
Subsidiary) is deemed to be for the purpose of “Refunding” other Debt if and to the extent
that (i) no later than five (5) Business Days after the refunding Debt is incurred, the Company
delivers to the Administrative Agent written notice stating that the purpose of such Debt is to
refund outstanding Debt and specifying the Debt to be refunded, (ii) the proceeds of such refunding
Debt are held in the form of cash or Permitted Investments (free of any Lien except a Lien securing
the specified Debt to be refunded) until such specified Debt is
repaid and (iii) such specified Debt
to be refunded is repaid within one hundred fifty (150) days after the refunding Debt is incurred;
it being understood and agreed that (x) upon repayment of the specified Debt with proceeds of the
refunding Debt, the refunding Debt shall constitute Consolidated Debt for the purposes of Section
5.07(b), and (y) to the extent that the specified Debt is not so repaid within one hundred fifty
(150) days after the refunding Debt is originally incurred, the refunding Debt shall constitute
Consolidated Debt for purposes of Section 5.07(b) and shall be deemed to be incurred as Debt for
the purposes of Section 5.08(a) on the one hundred fifty-first (151st) day after such
original incurrence.


               2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to
the conditions precedent that (a) the Administrative Agent shall have received counterparts of this
Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent, (b)
the Company shall have paid, for the account of each Lender signatory hereto, an amendment fee in
the amount of 5 basis points on such Lender’s Commitment, and (c) the Borrowers shall have paid all
other fees and expenses owing in connection with this Amendment and the other Loan Documents.


               3. Representations and Warranties of the Borrower. Each Borrower hereby represents
and warrants as follows:


               (a) The execution, delivery and performance by such Borrower of this Amendment and the Credit
Agreement, as amended hereby, are within such Borrower’s respective corporate or other like powers,
have been duly authorized by all necessary corporate or other like action, require no action by or
in respect of, or filing with, any Governmental Authority (except filings under the Securities
Exchange Act of 1934) and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of incorporation or by-laws or other
constitutive documents of such Borrower or of (i) any material agreement, indenture or instrument
binding upon such Borrower (which, for the avoidance of doubt, shall be deemed to include any
agreement, indenture or instrument evidencing Material Obligations), or (ii) any material judgment,
injunction, order, decree or other instrument binding



3









 








upon such Borrower, or result in the creation or imposition of any Lien on any asset of the Company
or any of its Subsidiaries.



               (b) This Amendment and the Credit Agreement, as amended hereby, have been duly executed and
delivered by such Borrower and constitute legal, valid and binding obligations of such Borrower,
enforceable against such party in accordance with their respective terms, except as the same may be
limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by
general principles of equity.


               (c) As of the date hereof and after giving effect to the terms of this Amendment, (i) no
Default shall have occurred and be continuing and (ii) the representations and warranties of the
Borrower set forth in the Credit Agreement, as amended hereby, are true and correct in all material
respects on and as of the date hereof, unless specifically stated to have been made on a previous
date, in which case such representation and warranty shall be true and correct in all material
respects as of such date.


               4. Reference to and Effect on the Credit Agreement.


               (a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit
Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as
amended hereby.


               (b) Except as specifically amended above, the Credit Agreement (including, without
limitation, the Company’s guaranty of the obligations of the Foreign Subsidiary Borrower
incorporated therein) and all other documents, instruments and agreements executed and/or delivered
in connection therewith shall remain in full force and effect and are hereby ratified and
confirmed.


               (c) The execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a
waiver of any provision of the Credit Agreement or any other documents, instruments and agreements
executed and/or delivered in connection therewith.


               5. Governing Law. This Amendment shall be construed in accordance with and
governed by the law of the State of New York.


               6. 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.


               7. Counterparts. This Amendment may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall
have the same force and effect as manual signatures delivered in person.



[Signature Pages Follow]




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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, Treasurer Chief Financial Officer 	 
	 
	 	MASCO EUROPE S.À.R.L.., as a Borrower

 	 
	 	By  	/s/ John G. Sznewajs
 	 
	 	 	Name:  	John G. Sznewajs 	 
	 	 	Title:  	Manager 	 
	 
	 	 	 
	 	By  	/s/ Jerry W. Mollien
 	 
	 	 	Name:  	Jerry W. Mollien 	 
	 	 	Title:  	Manager 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., individually

as a Lender, as the Swingline Lender, as the

Principal Issuing Bank and as Administrative Agent

 	 
	 	By  	/s/ Krys Szremski
 	 
	 	 	Name:  	Krys Szremski 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	Citibank, N.A., as a Lender

 	 
	 	By  	/s/ Mark Floyd
 	 
	 	 	Name:  	Mark Floyd 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as a Lender

 	 
	 	By  	/s/ Meredith Majesty
 	 
	 	 	Name:  	Meredith Majesty 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	Wells Fargo Bank, N.A., as a Lender

 	 
	 	By  	/s/ Joseph C. Giampetroni
 	 
	 	 	Name:  	Joseph C. Giampetroni 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	DEUTSCHE BANK AG — NEW YORK

BRANCH, as a Lender

 	 
	 	By  	/s/ Frederick W. Laird
 	 
	 	 	Name:  	Frederick W. Laird 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By  	/s/ Edward D. Herko
 	 
	 	 	Name:  	Edward D. Herko 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	Sumitomo Mitsui Banking Corporation, as a Lender

 	 
	 	By  	/s/ William M. Ginn
 	 
	 	 	Name:  	William M. Ginn 	 
	 	 	Title:  	Executive Officer 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By  	/s/ Richard C. Hampson
 	 
	 	 	Name:  	Richard C. Hampson 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	Bank of America N.A., as a Lender

 	 
	 	By  	/s/ Michael J. Balok
 	 
	 	 	Name:  	Michael J. Balok 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	COMERICA BANK, as a Lender

 	 
	 	By  	/s/ Jessica M. Migliore
 	 
	 	 	Name:  	Jessica M. Migliore 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	Commerzbank AG, New York and Grand 

Cayman Branches, as a Lender

 	 
	 	By  	/s/ Patrick Hartweger
 	 
	 	 	Name:  	Patrick Hartweger 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By  	/s/ Peter Wesemeier
 	 
	 	 	Name:  	Peter Wesemeier 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	Fifth Third Bank, an Ohio banking corporation,

as a Lender

 	 
	 	By  	/s/ Brian Jelinski
 	 
	 	 	Name:  	Brian Jelinski 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	U.S. Bank, NA, as a Lender

 	 
	 	By  	/s/ Jeffrey S. Johnson
 	 
	 	 	Name:  	Jeffrey S. Johnson 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY, as a
Lender


 	 
	 	By  	/s/ Anne Nickel
 	 
	 	 	Name:  	Anne Nickel 	 
	 	 	Title:  	Officer 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 







	 	 	 	 	 
	 	Dexia Banque Internationale à Luxembourg,

as a Lender

 	 
	 	By  	/s/ André Poorters
 	 
	 	 	Name:  	André Poorters 	 
	 	 	Title:  	Managing Director 	 
	 
	 	By  	/s/
Tom Lessel
 	 
	 	 	Name:  	Tom Lessel 	 
	 	 	Title:  	Deputy Director 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	NORDEA BANK FINLAN PLC, NEW YORK 

& CAYMAN ISLANDS BRANCHES, as a Lender

 	 
	 	By  	/s/ Henrik M. Steffensen
 	 
	 	 	Name:  	Henrik M. Steffensen 	 
	 	 	Title:  	Executive  Vice President 	 
	 
	 	By  	/s/
Leena Parker
 	 
	 	 	Name:  	Leena Parker 	 
	 	 	Title:  	First Vice President 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as a Lender

 	 
	 	By  	/s/ John T. Smathers
 	 
	 	 	Name:  	John T. Smathers 	 
	 	 	Title:  	First Vice President 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender

 	 
	 	By  	/s/ Victor Pierzchalski
 	 
	 	 	Name:  	Victor Pierzchalski 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010




 









 








	 	 	 	 	 
	 	HSBC Bank USA, NA, as a Lender

 	 
	 	By  	/s/ Gregory R. Duval
 	 
	 	 	Name:  	Gregory R. Duval 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 1

Masco Corporation

Credit Agreement dated as of June 21, 2010