1
EXHIBIT 4.1 CONFORMED COPY
AMENDMENT dated as of January 26, 2001 (this "Amendment"), to the
Five-Year Revolving Credit Agreement (the "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
Credit Agreement, and the Lenders are willing so to amend the 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 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 Credit Agreement. The 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 Credit Agreement is
hereby amended as follows:
(i) The following definition is hereby inserted in alphabetical order
in Section 1.01 of the Credit Agreement:
""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 "Applicable Spread" is hereby deleted in its
entirety and replaced with the following definition:
""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:
X-4.1.1
2
2
CATEGORY LEVERAGE RATIO EURODOLLAR SPREAD CD SPREAD
-------- -------------- ----------------- ----------
1 less than or equal to 0.3750% 0.5000%
25%
2 greater than 25% but 0.4750% 0.6000%
less than or equal to 40%
3 greater than 40% but 0.8000% 0.9250%
less than or equal to 55%
4 greater than 55% 1.0000% 1.1250%
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 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 Applicable Spread shall be deemed to be that
corresponding to Category 4 until such time as the Borrower shall so
deliver such certificate."
(iii) The definition of "Consolidated Operating Income" is hereby amended
by inserting the phrase", depreciation and amortization" immediately following
the word "income" in such definition.
(iv) The definition of "Facility Fee Percentage" is hereby deleted in its
entirety and replaced with the following definition:
""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:
X-4.1-2
3
3
CATEGORY LEVERAGE RATIO FACILITY FEE PERCENTAGE
-------- -------------- -----------------------
1 less than or equal to 25% 0.1250%
2 greater than 25% but less than 0.1500%
or equal to 40%
3 greater than 40% but less than 0.2000%
or equal to 55%
4 greater than 55% 0.2500%
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."
(b) Amendment of Section 2.06(b). Section 2.06(b) of the Credit Agreement
is hereby amended by replacing the reference to ".125%" with "0.250%".
(c) Amendment of Article V. Article V of the 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:
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"
X-4.1-3
4
4
(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."
(d) Amendment of Article VI. Article VI of the Credit Agreement is hereby
amended by inserting the following new paragraph at the end of such Article VI:
"(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
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.
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.
X-4.1-4
5
5
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 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 Credit
Agreement or any other provision of the 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 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.
X-4.1-5
6
6
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
X-4.1-6
7
0
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
X-4.1-7
8
8
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
X-4.1-8
9
9
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
X-4.1-9
10
10
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
X-4.1-10
11
11
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
X-4.1-11
