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EXHIBIT 4(b)(4)
SEVENTH AMENDMENT TO CREDIT AGREEMENT
This Seventh Amendment to Credit Agreement (this "AMENDMENT") is made as of
October 25, 1995 by and between Ferro Corporation (the "BORROWER") the four
banks (collectively the "BANKS" and each a "BANK") executing and delivering
this Amendment and National City Bank as the agent (in that capacity the
"AGENT") of the Banks for purposes of the Credit Agreement referred to below,
as that Credit Agreement may be amended from time to time:
WHEREAS:
I. The Borrower, the Banks and the Agent are parties to a Credit
Agreement dated as of August 22, 1990, as amended by an Amendment Agreement
made as of May 31, 1991, as further amended by a Second Amendment to Credit
Agreement made as of July 30, 1991, as further amended by a Third Amendment to
Credit Agreement made as of December 31, 1991, as further amended by a Fourth
Amendment to Credit Agreement made as of July 21, 1992, as further amended by a
Fifth Amendment to Credit Agreement made as of August 20, 1993, and as further
amended by a Sixth Amendment to Credit Agreement made as of June 22, 1995 (that
Credit Agreement as so amended the "EXISTING CREDIT AGREEMENT") providing for,
among other things, Commitments pursuant to which Advances in the aggregate
unpaid principal sum of not more that one hundred fifth million dollars
($150,000,000) are available to the Borrower upon certain terms and conditions
until the Termination Date;
II. The Borrower has requested the Banks and the Agent to agree to
amend Section 5.01(d) (captioned "Tangible Net Worth Ratio") of the Existing
Credit Agreement; and
III. The Banks and the Agent are willing to so agree, subject to the
terms and conditions of this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and (in the case of the Banks and the Agent), in reliance
upon the representations and warranties of the Borrower herein contained, the
Borrower, the Banks and the Agent hereby agree as follows:
A. Each term used in this Amendment that is defined in the Existing Credit
Agreement shall have the meaning in this Amendment that is ascribed to that
term in the Existing Credit Agreement.
B. Section 5.01(d) (captioned "Tangible Net Worth Ratio") of the Existing
Credit Agreement is hereby amended and restated as follows:
"(d) TANGIBLE NET WORTH RATIO." Maintain a ratio (expressed as a
decimal fraction) of
(i) consolidated total liabilities (including Guaranties but
excluding the Transition Obligation) to
(ii) the sum of consolidated tangible net worth plus an
amount (in no case greater than fifty-five million dollars
($55,000,000)) equal to the goodwill acquired by Borrower from
Synthetic Products Company
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("SYNPRO"), a Delaware corporation, as a part of Borrower's
acquisition of all or substantially all of the assets of
Synpro,
of not more than 1.85."
C. The Borrower hereby represents and warrants to each Bank and the Agent that
no event, condition or other thing has occurred and is continuing, or will
occur after giving effect to this Amendment, which constitutes, or which with
the giving of notice or the lapse of any grace period or both would constitute,
an Event of Default. The representation and warranty made pursuant to this
paragraph C shall survive the execution and delivery of this Amendment.
D. The Borrower, the Banks and the Agent do hereby ratify and confirm all of
the terms and conditions of the Existing Credit Agreement not specifically
amended by this Amendment and all such terms and conditions remain in full
force and effect.
E. This Amendment may be executed in one or more counterparts, each
counterpart to be executed by the Borrower, by the Agent and by one or more or
all of the Banks. Any party to the Existing Credit Agreement may deliver an
executed signature page to this Amendment by telecopy to the Agent at the
telecopier number set forth below the Agent's signature, and that party shall
be deemed to have executed and delivered that signature page with the intent to
be bound by this Amendment, PROVIDED, that each party to this Amendment shall,
on the Agent's request, deliver to the Agent such number of counterparts
bearing the original signature of that party as the Agent may request in order
that each party may ultimately have a counterpart bearing the original
signature of each party to this Amendment. Each party to this Amendment hereby
assents to the foregoing procedure for executing and delivering this Amendment
and agrees that all such counterparts taken together shall constitute but one
agreement, which agreement constitutes the entire agreement between the parties
to this Amendment in respect of its subject matter.
Ferro Corporation Citibank, N.A.
By: ____________________________ By: _______________________________
National City Bank, Agent The First National Bank of Boston
/s/ Xxxxxxx X. Lathe
By: ____________________________ By: _______________________________
Telecopier: (000) 000-0000
National City Bank Society National Bank
/s/ Xxxxxxx X. Lathe
By: ____________________________ By: _______________________________
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