EXHIBIT 4(d)
AMENDMENT NO. 2
TO
AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENT
This Amendment No. 2 dated as of December 28, 2001 (this "Amendment")
to the Amended and Restated 364-Day Revolving Credit Agreement dated December
31, 1999, as amended by Amendment No. 1 dated as of December 1, 2000
(collectively, the "Credit Agreement"), by and among THE SHERWIN-WILLIAMS
COMPANY ("Company"), THE CHASE MANHATTAN BANK, as Administrative Agent and
Competitive Advance Facility Agent ("Chase"), and the LENDERS referred to
therein.
W I T N E S S E T H:
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WHEREAS, the Company has been notified by the following financial
institutions that were "Lenders" under the Credit Agreement that their
Commitments shall terminate effective 12:01 a.m. New York time on December 28,
2001: (i) Bank One, N.A., (ii) The Bank of Nova Scotia, and (iii) Wachovia Bank,
N.A. (formerly known as Wachovia Bank of Georgia, N.A.).; and
WHEREAS, the Company, Chase and the Lenders desire to amend the Credit
Agreement to: (i) reflect the reduction in the aggregate Commitments of the
Lenders, and the aggregate principal amount of the Credit Agreement, by reason
of the termination of certain of the Lenders' Commitments as referenced above to
an amount not to exceed One Hundred Twelve Million Two Hundred Thousand and
00/100 Dollars ($112,200,000), (ii) add The Northern Trust Company as a Lender,
and (iii) revise the list of Lenders accordingly.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties agree as follows:
1. All capitalized terms used in this Amendment but not otherwise defined
herein shall have the meanings ascribed such terms in the Credit
Agreement.
2. The Northern Trust Company is hereby added to the Credit Agreement as a
Lender.
3. The Commitments and Percentages set forth on Schedule A to the Credit
Agreement are hereby deleted and the Commitments and Percentages set
forth on Schedule A hereto are hereby substituted in lieu thereof.
4. The parties hereby confirm their election to extend and continue the
Credit Agreement, as amended hereby, for an additional period of three
hundred sixty-four (364) days commencing as of the date set forth above
at the aggregate amount equal to the Commitments set forth on Schedule
A attached hereto.
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5. The representations and warranties contained in Article IV of the
Credit Agreement, after giving effect to this Amendment, are true and
correct on and as of the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date.
6. This Amendment shall become effective as of the date set forth above,
provided the Company shall have received counterparts of this Amendment
that, when taken together, bear the signatures of Chase and the
Lenders. This Amendment shall apply and be effective only with respect
to the provisions of the Credit Agreement specifically referred to
herein. After the date hereof, any reference to the Credit Agreement
shall mean the Credit Agreement, as modified hereby.
7. 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 to be an original and when
taken together shall constitute one and the same agreement.
8. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date indicated above.
THE SHERWIN-WILLIAMS COMPANY
By: /s/
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Sean P. Hennessy,
Senior Vice President-Finance,
Treasurer and Chief Financial Officer
By: /s/
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Cynthia D. Brogan,
Vice President and Assistant Treasurer
THE CHASE MANHATTAN BANK,
individually as a Lender,
and as Administrative Agent
and Competitive Advance
Facility Agent
By: /s/
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Name:
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Title:
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SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS
OF DECEMBER 28, 2001, TO THE
SHERWIN-WILLIAMS COMPANY AMENDED AND
RESTATED 364-DAY CREDIT AGREEMENT DATED
DECEMBER 31, 1999, AS AMENDED BY AMENDMENT
NO. 1 DATED AS OF DECEMBER 1, 2000
The Northern Trust Company hereby agrees to each of the terms and conditions of
the Credit Agreement, a copy of which has been delivered by the Company to The
Northern Trust Company.
AMOUNT OF COMMITMENT: THE NORTHERN TRUST COMPANY
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$5,000,000
By: /s/
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Name:
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Title:
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SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS
OF DECEMBER 28, 2001, TO THE
SHERWIN-WILLIAMS COMPANY AMENDED AND
RESTATED 364-DAY CREDIT AGREEMENT DATED
DECEMBER 31, 1999, AS AMENDED BY AMENDMENT
NO. 1 DATED AS OF DECEMBER 1, 2000
Name of Lender: FIRST UNION BANK
By: /s/
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Name:
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Title:
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SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS
OF DECEMBER 28, 2001, TO THE
SHERWIN-WILLIAMS COMPANY AMENDED AND
RESTATED 364-DAY CREDIT AGREEMENT DATED
DECEMBER 31, 1999, AS AMENDED BY AMENDMENT
NO. 1 DATED AS OF DECEMBER 1, 2000
Name of Lender: THE BANK OF NEW YORK
By: /s/
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Name:
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Title:
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SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS
OF DECEMBER 28, 2001, TO THE
SHERWIN-WILLIAMS COMPANY AMENDED AND
RESTATED 364-DAY CREDIT AGREEMENT DATED
DECEMBER 31, 1999, AS AMENDED BY AMENDMENT
NO. 1 DATED AS OF DECEMBER 1, 2000
Name of Lender: BANK OF AMERICA, N.A.
By: /s/
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Name:
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Title:
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SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS
OF DECEMBER 28, 2001, TO THE
SHERWIN-WILLIAMS COMPANY AMENDED AND
RESTATED 364-DAY CREDIT AGREEMENT DATED
DECEMBER 31, 1999, AS AMENDED BY AMENDMENT
NO. 1 DATED AS OF DECEMBER 1, 2000
Name of Lender: ABN AMRO BANK N.V.
By: /s/
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Name:
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Title:
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SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS
OF DECEMBER 28, 2001, TO THE
SHERWIN-WILLIAMS COMPANY AMENDED AND
RESTATED 364-DAY CREDIT AGREEMENT DATED
DECEMBER 31, 1999, AS AMENDED BY AMENDMENT
NO. 1 DATED AS OF DECEMBER 1, 2000
Name of Lender: CITICORP USA, INC.
By: /s/
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Name:
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Title:
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SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS
OF DECEMBER 28, 2001, TO THE
SHERWIN-WILLIAMS COMPANY AMENDED AND
RESTATED 364-DAY CREDIT AGREEMENT DATED
DECEMBER 31, 1999, AS AMENDED BY AMENDMENT
NO. 1 DATED AS OF DECEMBER 1, 2000
Name of Lender: NATIONAL CITY BANK
By: /s/
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Name:
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Title:
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SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS
OF DECEMBER 28, 2001, TO THE
SHERWIN-WILLIAMS COMPANY AMENDED AND
RESTATED 364-DAY CREDIT AGREEMENT DATED
DECEMBER 31, 1999, AS AMENDED BY AMENDMENT
NO. 1 DATED AS OF DECEMBER 1, 2000
Name of Lender: SUNTRUST BANK, ATLANTA
By: /s/
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Name:
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Title:
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SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS
OF DECEMBER 28, 2001, TO THE
SHERWIN-WILLIAMS COMPANY AMENDED AND
RESTATED 364-DAY CREDIT AGREEMENT DATED
DECEMBER 31, 1999, AS AMENDED BY AMENDMENT
NO. 1 DATED AS OF DECEMBER 1, 2000
Name of Lender: WELLS FARGO BANK, N.A.
By: /s/
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Name:
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Title:
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SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS
OF DECEMBER 28, 2001, TO THE
SHERWIN-WILLIAMS COMPANY AMENDED AND
RESTATED 364-DAY CREDIT AGREEMENT DATED
DECEMBER 31, 1999, AS AMENDED BY AMENDMENT
NO. 1 DATED AS OF DECEMBER 1, 2000
Name of Lender: MELLON BANK, N.A.
By: /s/
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Name:
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Title:
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SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS
OF DECEMBER 28, 2001, TO THE
SHERWIN-WILLIAMS COMPANY AMENDED AND
RESTATED 364-DAY CREDIT AGREEMENT DATED
DECEMBER 31, 1999, AS AMENDED BY AMENDMENT
NO. 1 DATED AS OF DECEMBER 1, 2000
Name of Lender: FIFTH THIRD BANK
By: /s/
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Name:
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Title:
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SIGNATURE PAGE TO AMENDMENT NO. 2 DATED AS
OF DECEMBER 28, 2001, TO THE
SHERWIN-WILLIAMS COMPANY AMENDED AND
RESTATED 364-DAY CREDIT AGREEMENT DATED
DECEMBER 31, 1999, AS AMENDED BY AMENDMENT
NO. 1 DATED AS OF DECEMBER 1, 2000
Name of Lender: BANCA COMMERCIALE ITALIANA,
CHICAGO BRANCH
By: /s/
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Name:
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Title:
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Schedule A to Amendment No. 2 dated as of December 28, 2001
to The Sherwin-Williams Company
Amended and Restated 364-Day Credit Agreement
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Lender Percentage of Commitments Commitment
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The Chase Manhattan Bank 8.9127% $10,000,000
First Union National Bank (formerly
known as First Union National
Bank of North Carolina) 8.9127% $10,000,000
The Bank of New York 8.9127% $10,000,000
Bank of America, N.A. 8.9127% $10,000,000
ABN AMRO Bank N.V. 8.9127% $10,000,000
Citicorp USA, Inc. 8.9127% $10,000,000
National City Bank 8.9127% $10,000,000
SunTrust Bank, Atlanta 8.9127% $10,000,000
Wells Fargo Bank, N.A. 8.9127% $10,000,000
Mellon Bank, N.A. 6.7736% $7,600,000
The Northern Trust Company 4.4563% $5,000,000
Fifth Third Bank 4.2781% $4,800,000
Banca Commerciale Italiana, Chicago Branch 4.2781% $4,800,000
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$112,200,000
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