EX-4.4 6 l90768aex4-4.txt EXHIBIT 4.4 EXECUTION COPY-TERM LOAN AGREEMENT Exhibit 4.4 EXECUTION COPY FIRST AMENDMENT dated as of November 8, 2001 (this "AMENDMENT"), to the Term Loan Agreement dated as of March 30, 2001 (the "TERM LOAN AGREEMENT"), among THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation (the "BORROWER"); the lenders party thereto (together with their successors and permitted assigns thereunder, the "LENDERS"); THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"); and CHASE MANHATTAN INTERNATIONAL LIMITED, as London agent for the Lenders (the "LONDON AGENT"). WHEREAS, pursuant to the terms and conditions of the Term Loan Agreement, the Lenders have agreed to make certain loans to the Borrower; and WHEREAS, the Borrower has requested that certain provisions of the Term Loan 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 Term Loan Agreement, as amended hereby. 2. AMENDMENT TO THE TERM LOAN AGREEMENT. Clause (a) of Article V of the Term Loan Agreement is hereby amended by deleting in its entirety the table set forth therein and inserting in its place the following table: Fiscal Quarter End 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 Fiscal Quarter End thereafter 3.50 to 1.00 2 3. NO OTHER AMENDMENTS OR WAIVERS; CONFIRMATION. Except as expressly amended hereby, the provisions of the Term Loan 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 Term Loan Agreement in similar or different circumstances. 4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and warrants to the Administrative 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 Term Loan 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 Term Loan 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 Administrative 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 shall become effective as of and with effect from the date hereof, subject to the receipt by the 3 Administrative 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 Administrative Agent for its out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent. 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. 4 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 Administrative Agent, by ____________________________________ Name: Title: CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent, by ____________________________________ Name: Title: 5 Signature page to the First Amendment dated as of November 8, 2001, to the Term Loan Agreement Name of Lender: ______________________________________________ by ___________________________________________ Name: Title: