Exhibit 4.5
EXECUTION COPY
FIRST AMENDMENT dated as of November 8, 2001 (this
"AMENDMENT"), to the Amended and Restated Five-Year Revolving
Credit Agreement dated as of August 14, 2001 (the "FIVE-YEAR
cREDIT AGREEMENT"), 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").
WHEREAS, pursuant to the terms and conditions of the Five-Year Credit
Agreement, the Lenders have agreed to make certain loans to the Borrower; and
WHEREAS, the Borrower has requested that certain provisions of the
Five-Year Credit Agreement be modified in the manner provided for in this
Amendment, and the Lenders are willing to agree to such modifications on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration the parties hereto hereby agree as follows:
1. DEFINED TERMS. Capitalized terms used and not defined herein shall
have the meanings given to them in the Five-Year Credit Agreement, as amended
hereby.
2. AMENDMENTS TO THE FIVE-YEAR CREDIT AGREEMENT.
(a) Section 1.01 of the Five-Year Credit Agreement is hereby amended by
deleting in its entirety the
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table set forth in the definition of "Applicable Spread" and inserting in its
place the following table:
Category Leverage Ratio Eurodollar CD Spread
-------- -------------- ---------- ---------
Spread Per Per Annum
---------- ---------
Annum
-----
1 less than or 0.3750% 0.5000%
equal to 25%
2 greater than 25% 0.4750% 0.6000%
but less than or
equal to 40%
3 greater than 40% 1.0500% 1.1750%
but less than or
equal to 55%
4 greater than 55% 1.2500% 1.3750%
(b) Clause (a) of Article V of the Five-Year Credit Agreement is hereby
amended by deleting in its entirety the table set forth therein and inserting in
its place the following table:
Period Ending Minimum Ratio
------------- -------------
September 30, 2001 2.75 to 1.00
December 31, 2001 2.75 to 1.00
March 31, 2002 2.75 to 1.00
June 30, 2002 2.75 to 1.00
September 30, 2002 2.75 to 1.00
December 31, 2002 2.75 to 1.00
March 31, 2003 3.00 to 1.00
June 30, 2003 3.25 to 1.00
September 30, 2003 and each
Annual Period ending thereafter 3.50 to 1.00
3. NO OTHER AMENDMENTS OR WAIVERS; CONFIRMATION. Except as expressly
amended hereby, the provisions of the Five-Year Credit Agreement are and shall
remain in full force and effect. Nothing herein shall be deemed to entitle the
Borrower to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained
in the Five-Year Credit Agreement in similar or different circumstances.
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4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Agent and the Lenders that, as of the date hereof:
(a) No Event of Default has occurred and is continuing.
(b) The execution, delivery and performance by the Borrower of
this Amendment has been duly authorized by all necessary corporate and
other action and does not and will not require any registration with,
consent or approval of, notice to or action by, any person (including
any Governmental Body) in order to be effective and enforceable. The
Five-Year Credit Agreement as amended by this Amendment constitutes the
legal, valid and binding obligation of the Borrower, enforceable
against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws affecting creditors' rights generally and
subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.
(c) All representations and warranties of the Borrower set
forth herein and in the Five-Year Credit Agreement are true and correct
in all material respects on and as of the date hereof.
5. AMENDMENT FEE. The Borrower agrees to pay to the Agent for the
account of each Lender that executes and delivers a copy of this Amendment at or
prior to 5:00 p.m., New York City time, on November 8, 2001, an amendment fee
(the "AMENDMENT FEE") equal to 0.15% of such Lender's Commitment (whether then
utilized or unutilized) as of November 8, 2001. The Amendment Fee shall be
payable upon the effectiveness of this Amendment.
6. CONDITIONS PRECEDENT TO EFFECTIVENESS. This Amendment (including the
pricing increases effected by Section 2(a) hereof) shall become effective as of
and with effect from the date hereof, subject to the receipt by the Agent of
counterparts hereof duly executed and delivered by the Borrower and the Majority
Lenders.
7. EXPENSES. The Borrower agree to pay or reimburse the Agent for its
out-of-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cravath, Swaine & ▇▇▇▇▇, counsel
for the Agent.
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8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
9. COUNTERPARTS. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their duly authorized officers as of the day and
year first above written.
THE GOODYEAR TIRE & RUBBER
COMPANY,
by
____________________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
individually and as Agent,
by
____________________________________________
Name:
Title:
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Signature page to the First
Amendment dated as of November
8, 2001, to the Amended and
Restated Five-Year Revolving
Credit Agreement
Name of Lender:
__________________________________________
by
____________________________________________
Name:
Title: