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EXHIBIT 4(f)
THIRD AMENDMENT TO NOTE AGREEMENT
THIRD AMENDMENT TO NOTE AGREEMENT, dated as of January 19, 1993, by and
between THE STANDARD PRODUCTS COMPANY, an Ohio corporation (the "Company"), and
NATIONWIDE LIFE INSURANCE COMPANY (the "Purchaser").
WITNESSETH THAT:
WHEREAS, the Company and the Purchaser entered into a Note Agreement
dated as of June 30, 1989, as amended by the First Amendment to Note Agreement
dated as of February 22, 1991 and the Second Amendment to Note Agreement dated
as of June 30, 1991 (collectively, the "Note Agreement"), and under and subject
to the terms and provisions of the Note Agreement, the Company issued its
Senior Note payable to the Purchaser (the "Note"); and
WHEREAS, the parties desire to amend the Note Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
1. Effect of Amendment; Definitions.
The Note Agreement shall be and hereby is amended as provided in
Section 2 hereof. Except as expressly amended in Section 2 hereof, the Note
Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof. As used therein, the terms "Note
Agreement", "Agreement", "this Agreement", "herein", "hereinafter", "hereto",
"hereof", and words of similar import shall, unless the context otherwise
requires, mean the Note Agreement as amended and modified by this Amendment.
Capitalized terms used but not defined in this Amendment (including the
recitals hereto) shall have the meanings given to them in the Note Agreement.
2. Amendment.
(a) Section 5.7(a)(2) of the Note Agreement is hereby deleted and the
following is substituted therefor:
"2) Funded Debt of the Company and its Subsidiaries outstanding as of
the date that the closing of the purchase and sale of certain
shares of capital stock takes place as contemplated under the Stock
Sale Agreement, dated December 19, 1992, among the Company, Xx.
Xxxx-Xxxxxx Xxxxxx, acting on his own behalf and on behalf of certain
other individuals and entities, and Panane Holding B.V., and reflected
on Exhibit G hereto,"
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(b) Exhibit G to this Amendment shall be added to the Note Agreement as
Exhibit G thereto.
(c) The definition of "Tangible Assets" in Section 8.1 of the Note
Agreement is hereby deleted and the following is substituted therefor:
"Tangible Assets shall mean as of the date of any determination
thereof, the total amount of all assets of the Company and its
Subsidiaries (less depreciation, depletion and other properly
deductible valuation reserves) after deducting the following, except
that no such deduction shall be made in respect of the assets of
Standard Products Industriel SA and its Subsidiaries existing on the
date that such entities become Subsidiaries of the Company: good will,
patents, trade names, trade marks, copyrights, franchises, experimental
expense, organization expense, unamortized debt discount and expense,
deferred assets other than prepaid insurance and prepaid taxes, the
excess of cost of shares acquired over book value of related assets and
such other assets as are properly classified as "intangible assets" in
accordance with generally accepted accounting principles."
3. Miscellaneous.
(a) This Amendment shall be construed in accordance with and governed
by the laws of the State of Ohio, without reference to principles of conflicts
of law.
(b) This Amendment may be executed in two or more counterparts, each of
which shall constitute an original, but all of which, when taken together,
shall constitute but one instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their respective duly authorized officers as of the day and year
first above written.
THE STANDARD PRODUCTS COMPANY
By: /s/ Xxxxxxx X. Xxxx
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Title: Treasurer
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NATIONWIDE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
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Vice President
Title: Corporate Fixed-Income Securities
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SIMILAR AGREEMENTS HAVE BEEN EXECUTED
WITH EMPLOYER'S LIFE INSURANCE COMPANY OF
WAUSAU AND THE AID ASSOCIATION FOR LUTHERANS
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NOTE AGREEMENT DATED
JUNE 30, 1989
RE: $25,000,000 OF 9.81% SENIOR NOTE DUE JULY 1, 1999
SCHEDULE OF DEBT AS OF JANUARY 20, 1993*
EXHIBIT G
PRINCIPAL
AMOUNT
DESCRIPTION (000'S OMITTED) TERMS COLLATERAL
----------- --------------- ----- ----------
THE STANDARD PRODUCTS COMPANY
Credit Agreement with National
City Bank as Agent $175,000 Expires 1/19/96 None
Senior Notes $ 60,000 Annual None
installments of
$5,500 for $35,000;
$25,000 repayable
July 1, 1999
Fairfield County IRB $ 4,445 Bi-annual Winnsboro land,
payments from building and
April 1993 to equipment
April 2003
XXXXX $ 4,400 Short term loan None
XXXXXX RUBBER COMPANY
Athens IRB $ 000 Xxxxxxxxx Xxxxxx land,
payments through building and
November 1994 equipment
Asheboro IRB $ 1,013 Quarterly Asheboro land,
payments through building and
December 1994 equipment
Oakland IRB $ 1,750 Monthly payments Oakland land,
through October building and
1997 equipment
* This schedule does not list guarantees of indebtness that relate to
indebtedness scheduled herein.
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PRINCIPAL
DESCRIPTION AMOUNT TERMS COLLATERAL
----------- --------- ----- ----------
XXXX INDUSTRIES, INC.
1983 IRB $ 292 Monthly payments Xxxx Industries
through October assets
1993
1986 IRB $ 860 Bi-Annual Second position
payment through on capital
December 1996 improvements
Mortgage Loan $ 175 Lump Sum Building
payment due
August 1993
Small business loans with the $ 78 Annual payments None
City of Scottsburg through August
1993
Capital lease for
DEC Computer $ 28 Monthly payments Equipment
through August
1993
Capital lease for
Cadcam Equipment $ 3 Monthly payments Equipment
through August
1993
Promissory Notes to Xxxxxx $1,275 Balloon payment None
and Xxx Xxxxxxxx May 1994
SILENT CHANNEL PRODUCTS LIMITED
Secured Bank Overdraft $ 990 Open Silent Channel
Facility with National assets
Westminster Bank
Capitalized lease with $ 917 Monthly payments Millroom
Lombard Leasing through 1993 equipment
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SCHEDULE OF ADDITIONAL INDEBTEDNESS
UPON CONSUMATION OF ACQUISITION OF STANDARD
PRODUCTS INDUSTRIEL AND SUBSIDIARIES
AS OF JANUARY 3, 1993
(FRENCH FRANCS CONVERTED AT 12/31/92 RATE OF 5.52)
PRINCIPAL
DESCRIPTION AMOUNT TERMS COLLATERAL
----------- --------- ----- ----------
STANDARD PRODUCTS INDUSTRIAL SA
Banque Generale $ 362 Expires 1993 None
de Commerce
Banque de Phenix $ 362 Expires 1993 None
Credit Lyonnais $ 725 Expires 1994 None
Banque Nationale $ 705 Expires 1997 None
de Paris
Banque Nationale $1,581 Expires 2000 Bezons land and building
de Paris
Credit Commercial $1,087 Expires 0000 Xxxx
xx Xxxxxx
STANDARD PRODUCTS ATLANTIC SA
Banque National $ 217 Expires 1994 None
de Paris
Capital lease for $1,268 Expires 2001 Building and Land
Vitre Factory
SOCIETY LILLIBONNAISE DE CAUTCHOUCS SA
Banque Nationale $ 652 Expires 1995 None
de Paris
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DESCRIPTION PRINCIPAL
----------- AMOUNT TERMS COLLATERAL
--------- ----- ----------
LA RIVIERE INC.
Pennsylvania Industrial $ 145 Expires 5/1/97 Mortgage
Development Authority
Merchants National Bank $ 79 Expires 6/8/02 Mortgage
Merchants National Bank $ 274 Expires 1/28/11 Mortgage
"5" RUBBER CORPORATION, INC.
Pennsylvania Captial $ 77 Expires 8/1/96 Equipment
Loan Fund
Georgia Industrial $6,100 Expires 12/1/07 None
Revenue Bond
(Variable rate)
