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EXHIBIT 4.2 CONFORMED COPY
AMENDMENT dated as of January 26, 2001 (this "Amendment"),
to the 364-Day Revolving Credit Agreement (the "364-Day Credit
Agreement") dated as of August 15, 2000, among THE GOODYEAR TIRE
& RUBBER COMPANY, an Ohio corporation (the "Borrower"); the
lenders party thereto (the "Lenders"); and THE CHASE MANHATTAN
BANK, a New York banking corporation, as administrative agent for
the Lenders (in such capacity, the "Agent").
The Borrower has requested that the Lenders amend certain
provisions of the 364-Day Credit Agreement, and the Lenders are willing so to
amend the 364-Day Credit Agreement, on the terms and subject to the conditions
set forth herein. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the 364-Day Credit Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment of 364-Day Credit Agreement. The 364-Day
Credit Agreement is hereby amended, effective as of the Amendment Effective
Date, as follows:
(a) Amendment of Section 1.01. Section 1.01 of the 364-Day Credit
Agreement is hereby amended as follows:
(i) The following definitions are hereby inserted in
alphabetical order in Section 1.01 of the 364-Day Credit Agreement:
""Applicable Spread" shall mean, as at the date as of which
any determination in respect thereof is being or to be made, the
applicable percentage set forth below under the caption "Eurodollar
Spread" or "CD Spread", as the case may be, based upon the Leverage
Ratio as of the last day of the relevant fiscal quarter:
CATEGORY LEVERAGE RATIO EURODOLLAR SPREAD CD SPREAD
-------- -------------- ----------------- ---------
1 less than or equal to 25% 0.4000% 0.5250%
2 greater than 25% but less than 0.5000% 0.6250%
or equal to 40%
3 greater than 40% but less than 0.8500% 0.9750%
or equal to 55%
4 greater than 55% 1.0500% 1.1750%
Each change in the Applicable Spread resulting from a change in the
Leverage Ratio as of the end of any fiscal quarter will be effective
as of the date of delivery by the Borrower of a certificate setting
forth the calculation of the Leverage Ratio as at the end of such
fiscal quarter, which certificate shall be delivered with the annual
and/or
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quarterly financial statements for such fiscal quarter required to be
delivered under paragraph (c) of Article V. Notwithstanding the
foregoing, at any time that the Borrower shall fail to deliver to the
Agent such certificate by the time required under such paragraph (c),
the Applicable Spread shall be deemed to be that corresponding to
Category 4 until such time as the Borrower shall so deliver such
certificate."
""Facility Fee Percentage" shall mean, as at the date as of which
any determination in respect thereof is being or to be made, the
applicable percentage set forth below based upon the Leverage Ratio as
of the last day of the relevant fiscal quarter:
CATEGORY LEVERAGE RATIO FACILITY FEE PERCENTAGE
-------- -------------- -----------------------
1 less than or equal to 25% 0.1000%
2 greater than 25% but less than 0.1250%
or equal to 40%
3 greater than 40% but less than 0.1500%
or equal to 55%
4 greater than 55% 0.2000%
The Leverage Ratio shall be determined at the end of each fiscal
quarter of Borrower and shall be effective in respect of the entire
next succeeding fiscal quarter of Borrower. The Borrower shall deliver
a certificate setting forth the calculation of the Leverage Ratio with
respect to the end of each fiscal quarter, which certificate shall be
delivered with the annual and quarterly financial statements required
to be delivered under paragraph (c) of Article V. Notwithstanding the
foregoing, at any time that the Borrower shall fail to deliver to the
Agent such certificate by the time required under such paragraph (c),
the Facility Fee Percentage shall be deemed to be that corresponding
to Category 4 until such time as the Borrower shall so deliver such
certificate."
""Leverage Ratio" shall mean, as at the end of any fiscal quarter
in respect of which a determination thereof is being or to be made,
the quotient (expressed as a percentage) of (a) the sum of (i) "notes
payable to banks and overdrafts", plus (ii) "long term debt due within
one year", plus (iii) "long term debt and capital leases" (as each
such item is reported on the Consolidated balance sheet of the
Borrower and the Subsidiaries as at the end of such fiscal quarter),
plus (iv) the net proceeds from the sale of domestic accounts
receivable outstanding at the end of such fiscal quarter (determined
in a manner consistent with that used in preparing the Borrower's 1999
Annual Report on Form 10-K), divided by (b) the sum of (i)
Consolidated Net Worth (without giving effect to the exclusion
contained in clause (ii) of the definition of the term "Consolidated
Net Worth" and without giving effect to the $499.3 million after-tax
writedown of the Borrower's Oil Transportation Segment Assets in
December of 1996, plus (ii) the sum obtained pursuant to clause (a)
above."
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""Net Income" shall mean, with respect to any Annual Period in
respect of which a determination is being made or to be made,
consolidated net income of the Borrower and the Subsidiaries for such
period determined in accordance with generally accepted accounting
principles in the United States, as in effect on the Closing Date."
(ii) The definition of "Consolidated Operating Income" is hereby
amended by inserting the phrase ", depreciation and amortization"
immediately following the word "income" in such definition.
(b) Amendment of Section 2.06. Section 2.06 of the 364-Day Credit
Agreement is hereby amended as follows:
(i) Paragraph (a) of Section 2.06(a) is hereby amended by
replacing the phrase "0.10% per annum" with the phrase "the applicable
Facility Fee Percentage per annum".
(ii) Paragraph (b) of Section 2.06 is hereby amended by deleting
the reference to ".125%" with "0.250%".
(c) Amendment of Section 2.08. Section 2.08 of the 364-Day Credit
Agreement is hereby amended as follows:
(i) Paragraph (a) of Section 2.08 is hereby amended by deleting
the reference to "0.40%" in clause (i) thereof and replacing it with
the phrase "the Eurodollar Spread".
(ii) Paragraph (b) of Section 2.08 is hereby amended by deleting
the reference to "0.525%" and replacing it with the phrase "the CD
Spread".
(iii) Paragraph (c) of Section 2.08 is hereby amended by deleting
the reference to "0.10%" and replacing it with the phrase "the
Facility Fee Percentage in effect from time to time during the
Interest Period applicable to such ABR Borrowing".
(d) Amendment of Article V. Article V of the 364-Day Credit Agreement
is hereby amended as follows:
(i) Paragraph (a) of Article V is hereby deleted in its entirety
and replaced with the following paragraph:
"(a) Interest Coverage Ratio". Maintain, as at the end of
each fiscal quarter of the Borrower, a ratio of Consolidated
Operating Income for the Annual Period then ended to Consolidated
Interest Expense for such Annual Period of not less than the
ratio set forth below opposite such period:
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PERIOD ENDING MINIMUM RATIO
------------- -------------
March 31, 2001 2.60 to 1.00
June 30, 2001 2.60 to 1.00
September 30, 2001 2.75 to 1.00
December 31, 2001 and each
Annual Period ending thereafter 3.50 to 1.00
(ii) Paragraph (b) of Article V is hereby amended by replacing
the reference to "$1,250,000,000" with the phrase "$2,800,000,000 plus
50% of the cumulative amount of Net Income for each fiscal quarter
ended after December 31, 2000 and excluding any such fiscal quarter
for which Net Income shall have been negative."
(e) Amendment of Article VI. Article VI of the 364-Day Credit
Agreement is hereby amended by inserting the following new paragraph at the end
thereof:
"(e) Negative Pledge. Enter into, or permit any Subsidiary
organized under the laws of the United States or any state,
territory or possession thereof to enter into, any covenant or
other agreement that by its terms limits the ability of the
Borrower or any such Subsidiary to pledge its accounts receivable
or inventory or proceeds thereof to secure indebtedness."
SECTION 2. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, the Borrower represents and warrants to
each of the Lenders and the Agent that, as of the Amendment Effective Date:
(a) This Amendment has been duly authorized, executed and delivered by
the Borrower and constitutes the legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its terms subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).
(b) The representations and warranties set forth in Article III of the
364-Day Credit Agreement are true and correct in all material respects on and as
of the Amendment Effective Date with the same effect as though made on and as of
the Amendment Effective Date, except to the extent such representations and
warranties expressly relate to an earlier date.
(c) No Event of Default has occurred and is continuing.
The foregoing representations shall be deemed to have been made
pursuant to and in accordance with Section 4.01 of the Credit Agreement.
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SECTION 3. Amendment Fee. In consideration of the agreements of the
Lenders contained in Section 1 of this Amendment, the Borrower agrees to pay to
the Agent, for the account of each Lender that delivers an executed counterpart
of this Amendment prior to 12:00 noon (New York City time), on Friday, January
26, 2001, an amendment fee (an "Amendment Fee") in an amount equal to 0.15% of
the amount of such Lender's Commitment, whether used or unused.
SECTION 4. Effectiveness. This Amendment shall become effective on the
date (the "Amendment Effective Date") that the Agent shall have received (a)
counterparts of this Amendment that, when taken together, bear the signatures of
the Borrower and the Majority Lenders and (b) the Agent shall have received the
Amendment Fee.
SECTION 5. Effect of Amendment. Except as expressly set forth herein,
this Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of or otherwise affect the rights and remedies of the Lenders or the
Agent under the 364-Day Credit Agreement or any other document related thereto,
and shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the 364-Day Credit
Agreement or any other provision of the 364-Day Credit Agreement or any other
document related thereto, all of which are ratified and affirmed in all respects
and shall continue in full force and effect. This Amendment shall apply and be
effective only with respect to the provisions of the 364-Day Credit Agreement
specifically referred to herein.
SECTION 6. Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Headings. The headings of this Amendment are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers, all as of the date and year
first above written.
THE GOODYEAR TIRE & RUBBER COMPANY
by
/s/ Xxxxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President & Treasurer
THE CHASE MANHATTAN BANK,
individually and as Agent
by
/s/ Xxxxx X. Xxxx
-----------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
ABN AMRO BANK N.V.,
by
/s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Group Vice President
by
/s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: Group Vice President
BANCA NAZIONALE DEL LAVORO S.p.A,
NEW YORK BRANCH,
by
/s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
by
/s/ Xxxxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: First Vice President
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XXX XXXX XX XXXX XXXXXX,
by
/s/ A.S. Xxxxxxxxxx
-----------------------------------------
Name: A.S. Xxxxxxxxxx
Title: Senior Team Leader-Loan Operations
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
by
/s/ Xxxxxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: VP & Global Relationship Manager
BANK ONE, N.A.,
by
/s/ Xxxxx X Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
BARCLAYS BANK PLC,
by
/s/ L. Xxxxx Xxxxxx
-----------------------------------------
Name: L. Xxxxx Xxxxxx
Title: Director
BBL INTERNATIONAL (U.K.) LIMITED,
by
/s/ X.X. Xxxxxx
-----------------------------------------
Name: X.X. Xxxxxx
Title: Authorised Signatory
by
/s/ X-X Xxxxxxx
-----------------------------------------
Name: X-X Xxxxxxx
Title: Authorised Signatory
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BNP PARIBAS,
by
/s/ Xxxxxxxxx X. Xxxxx, Xx.
-----------------------------------------
Name: Xxxxxxxxx X. Xxxxx, Xx.
Title: Director
by
/s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Managing Director-
Central Region Mgr.
CIBC INC.,
by
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Director
CIBC World Markets Corp., as Agent
CITICORP USA, INC.,
by
/s/ Xxxxx Xxx
-----------------------------------------
Name: Xxxxx Xxx
Title: Vice President
COMMERZBANK AKTIENGESELLSCHAFT,
NEW YORK AND GRAND CAYMAN BRANCHES,
by
/s/ Xxxxxx A Warning
-----------------------------------------
Name: Xxxxxx A Warning
Title: Assistant Treasurer
by
/s/ Xxxx Xxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
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CREDIT LYONNAIS, CHICAGO BRANCH,
by
/s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON,
by
/s/ Xxxxxxx Xxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Associate
by
/s/ Xxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.,
by
/s/ Nobuyasu Fukatsu
-----------------------------------------
Name: Nobuyasu Fukatsu
Title: General Manager
DEUTSCHE BANK AG NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH,
by
/s/ Xxxx-Xxxxx Xxxxxx
-----------------------------------------
Name: Xxxx-Xxxxx Xxxxxx
Title: Director
by
/s/ Xxxxxx Xxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
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DRESDNER BANK AG NEW YORK AND CAYMAN
BRANCHES,
by
/s/ Xxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
by
/s/ Xxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Assistant Treasurer
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
by
/s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Joint General Manager
KEYBANK NATIONAL ASSOCIATION,
by
/s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President
NATIONAL CITY BANK,
by
/s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
THE NORTHERN TRUST COMPANY,
by
/s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
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ROYAL BANK OF CANADA,
by
/s/ Xxxxxx X. XxxXxxxxx
-----------------------------------------
Name: Xxxxxx X. XxxXxxxxx
Title: Senior Manager
THE SANWA BANK, LIMITED,
by
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
SOCIETE GENERALE,
by
/s/ Xxxx-Xxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx-Xxxxx Xxxxxxxxx
Title: Vice President
STANDARD CHARTERED BANK,
by
/s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
by
/s/ Xxxxxx X. Xx
-----------------------------------------
Name: Xxxxxx X. Xx
Title: Vice President
THE SUMITOMO BANK, LIMITED,
by
/s/ Xxxxxx X. Xxxxxxxxx, Xx.
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Senior Vice President
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