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EXHIBIT 10b
THIRD AGREEMENT OF AMENDMENT
This THIRD Agreement of Amendment ("Amendment") is executed at Cleveland,
Ohio as of October 25, 1996 by and among THE STANDARD PRODUCTS COMPANY (the
"Borrower") and NATIONAL CITY BANK ("National City"), as agent (the "Agent")
for itself, KEYBANK NATIONAL ASSOCIATION (formerly known as SOCIETY NATIONAL
BANK ("KeyBank")), COMERICA BANK ("Comerica"), and NBD BANK (formerly known as
NBD BANK, N.A.) ("NBD") (hereafter collectively referred to as "Banks").
WHEREAS, Borrower, Banks and Agent entered into a credit agreement dated
as of January 19, 1993 as amended by an Agreement of Amendment dated April 30,
1994 and by an Agreement of Amendment dated August 25, 1995 (the "Agreement")
wherein Banks agreed to make revolving loans to Borrower, under certain terms
and conditions, aggregating not more than the principal amount of One Hundred
Seventy-five Million Dollars ($175,000,000), which amount was reduced on June
30, 1993 to One Hundred Twenty-five Million Dollars ($125,000,000) and which
may be reduced from time to time under the Agreement; and
WHEREAS, Borrower, Banks and Agent want to make certain changes in and to
the Agreement;
NOW, THEREFORE, Borrower Banks and Agent agree as follows:
1. Section 1.01 (captioned "Certain Defined Terms") is hereby amended
such that the definitions of "Revolving Credit Termination Date" and
"Reduction Standard" shall now read as follows:
"Revolving Credit Termination Date" means January 18, 1999, as the
same may be extended pursuant to Section 2.02(k), or the earlier
date of the termination in whole of the aggregate amount of the
Revolving Credit Commitments pursuant to Section 2.04 or 6.02.
"Reduction Standard" means any one of the standards identified as
Reduction Standard I, II, III or IV in Schedule 2.06(b) hereto.
2. Section 2.05(a) captioned "Revolving Credit Commitment Fee" is
hereby amended in its entirety to read as follows:
(a) Revolving Credit Commitment Fee. The Borrower agrees to pay
to the Agent for the account of each Bank a commitment fee on the
average daily unused portion of such Bank's Revolving Credit
Commitment from the date of execution of this Agreement until the
Revolving Credit Termination Date at the rate per annum as shown
in the following schedule
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IF the THEN the
Leverage is Commitment fee is
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Greater than or equal to 45% 1/4%
Greater than or equal to 40% but less 1/4%
than 45%
Greater than or equal to 35% but less 3/16%
than 40%
Less than 35% 3/16%
The commitment fee shall be payable on the first day of each January,
April, July and October during the term of such Bank's Revolving Credit
Commitment, commencing January 1, 1997, and on the Revolving Credit
Termination Date.
3. Schedule 2.06(b) is hereby amended in its entirety to read as follows:
SCHEDULE 2.06(b)
AND the EBIT Ratio is AND the EBIT Ratio
Reduction IF the Greater than or equal to 3.0 is less than 3.0 to 1.0
Standard Leverage to 1.0 THEN the THEN the
Applicable is Eurocurrency Margin is Eurocurrency Margin is
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I Greater .75% .875%
than or equal to
45%
II Greater .625% .75%
than or equal to
40% but less
than 45%
III Greater .50% .625%
than or equal to
35% but less
than 40%
IV Less than to 35% .375% .50%
4. Subsection 5.05 (d) (captioned "Current Ratio") is hereby amended
in its entirety to read as follows:
"5.05(d) Current Ratio. The Borrower will not suffer or permit
the Current Assets of the Borrower and its Subsidiaries at any
time to fall below an amount equal to one hundred percent (100%)
of the Current Liabilities of the Borrower and its Subsidiaries,
all as determined on a consolidated basis."
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5. In all other respects the credit agreement shall remain in full
effect.
6. Upon the execution and delivery of this Amendment, the Borrower will
not be in default under the Agreement as so amended.
IN WITNESS WHEREOF, Borrower, Banks and Agent have executed this Third
Agreement of Amendment at the time and place first above mentioned.
NATIONAL CITY BANK, AS AGENT THE STANDARD PRODUCTS COMPANY
By: /s/ Xxxxxxx X. Lathe By: /s/ Xxxxxxx X. Xxxx
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Title: SVP Title: Treasurer
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NATIONAL CITY BANK NBD BANK
By: /s/ Xxxxxxx X. Lathe By: /s/ Xxxxxx X. Xxxxx
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Title: SVP Title: Vice President
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COMERICA BANK KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Vice President Title: AVP
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