1
EXHIBIT 4
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.
THEN THE
IF THE LEVERAGE IS COMMITMENT FEE IS
-------------------------------------------------------------- -----------------
Greater than or equal to 45%.................................. 1/4%
Greater than or equal to 40% but less than 45%................ 1/4%
Greater than or equal to 35% but less than 40%................ 3/16%
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.
11
2
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 IS
IF THE GREATER THAN OR EQUAL TO 3.0 LESS THAN 3.0 TO 1.0
LEVERAGE TO 1.0 THEN THE EUROCURRENCY THEN THE
REDUCTION STANDARD APPLICABLE IS MARGIN IS EUROCURRENCY MARGIN IS
---------------------------------- ----------------- ---------------------------- ----------------------
I.............................. Greater than or .75% .875%
equal to 45%
II............................. Greater than or .625% .75%
equal to 40% but
less than 45%
III............................ Greater than or .50% .625%
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."
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.
12
3
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
By: /s/ XXXXXXX X. LATHE
----------------------------------
Title: SVP
-------------------------------
NATIONAL CITY BANK
By: /s/ XXXXXXX X. LATHE
----------------------------------
Title: SVP
-------------------------------
COMERICA BANK
By: /s/ XXXXXXX XXXX
----------------------------------
Title: Vice President
-------------------------------
THE STANDARD PRODUCTS COMPANY
By: /s/ XXXXXXX X. XXXX
----------------------------------
Title: Treasurer
--------------------------------
NBD BANK
By: /s/ XXXXXX X. XXXXX
----------------------------------
Title: Vice President
--------------------------------
KEYBANK NATIONAL ASSOCIATION
By: /s/ XXXXXX XXXXXXXX
----------------------------------
Title: Assistant Vice President
-------------------------------
13
