Exhibit 4(A)



 






EXHIBIT 4(a)




$910,000,000

AMENDMENT AND RESTATEMENT AGREEMENT




dated as of

July 20, 2005,




among




THE SHERWIN-WILLIAMS COMPANY




The Lenders Party Hereto,




BANK OF AMERICA, N.A.

NATIONAL CITY BANK

WELLS FARGO BANK, N.A.

as Co-Documentation Agents




JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,




and




WACHOVIA BANK, NATIONAL ASSOCIATION

as Syndication Agent








J.P. MORGAN SECURITIES INC.




and




WACHOVIA CAPITAL MARKETS, LLC

as Co-Lead Arrangers and Joint Bookrunners




 









 









     AMENDMENT AND RESTATEMENT AGREEMENT dated as of July 20, 2005 (this
“Amendment and Restatement”) in respect of the FIVE-YEAR COMPETITIVE ADVANCE
AND REVOLVING CREDIT FACILITY AGREEMENT (the “Credit Agreement”) dated as of
July 19, 2004, among THE SHERWIN-WILLIAMS COMPANY (the “Borrower”); the
LENDERS party thereto; and JPMORGAN CHASE BANK, N.A. (formerly known as
JPMorgan Chase Bank), as Administrative Agent.



          The Borrower has requested that the Credit Agreement be amended and restated as set forth in
Section 1 below and the parties hereto are willing so to amend and restate the Credit Agreement (as
so amended and restated, the “Restated Credit Agreement”). Each capitalized term used but not
defined herein has the meaning assigned thereto in the Credit Agreement.




          In consideration of the premises and the agreements, provisions and covenants herein
contained, the parties hereto hereby agree, on the terms and subject to the conditions set forth
herein, as follows:




          SECTION 1. Amendment and Restatement. Upon the effectiveness of this Amendment and
Restatement as provided in Section 3 below, the Credit Agreement shall be amended and restated with
the following revisions (and otherwise in the form in which it exists on the date hereof):





     (a) The preamble to the Credit Agreement is hereby amended by (i) deleting the amount
“$650,000,000” in the fifth line and substituting therefor “$910,000,000”.




     (b) The definition of the term “Commitment” in Section 1.01 of the Credit Agreement is
hereby amended by deleting the amount “$650,000,000” and substituting therefor
“$910,000,000”.




     (c) Financial Condition; No Material Adverse Change. (i) Section 3.04(a)(i)
of the Credit Agreement is hereby amended by deleting the date “December 31, 2003”, and
substituting therefor “December 31, 2004”; (ii) Section 3.04(a)(ii) of the Credit Agreement
is hereby amended by deleting the date “March 31, 2004”, and substituting therefor “March
31, 2005”; and (iii) Section 3.04(b) of the Credit Agreement is hereby amended by deleting
the date “December 31, 2003”, and substituting therefor “December 31, 2004”.




     (d) Effective Date. From and after the Restatement Effective Date (as defined
below), all references in the Credit Agreement to “the date hereof”, “the date of this
Agreement” or other words or phrases of similar import, shall continue to refer to July 19,
2004, except that the reference in Section 3.04(b) to “the date of this Agreement” shall be
deemed to be a reference to the Restatement Effective Date (as defined below).



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     (e) Schedule. Schedule 2.01 to the Credit Agreement is hereby deleted and
Schedule 2.01 hereto is inserted in its place.



          SECTION 2. Representations and Warranties. The Borrower represents and warrants as
of the Restatement Effective Date to the Lenders that:





     (a) All representations and warranties set forth in the Restated Credit Agreement are
true and correct in all material respects with the same effect as if made on the Restatement
Effective Date, except to the extent such representations and warranties expressly relate to
an earlier date (in which case such representations and warranties shall be true and correct
as of such earlier date).




     (b) Immediately before and after giving effect to this Amendment and Restatement, no
Default has occurred and is continuing.



          SECTION 3. Conditions to Effectiveness. This Amendment and Restatement and the
obligations of the Lenders to make Loans under the Restated Credit Agreement shall become effective
on the date (the “Restatement Effective Date”) on which each of the following conditions is
satisfied (or waived in accordance with Section 9.02 of the Credit Agreement), which date is July
20, 2005:





     (a) The Administrative Agent (or its counsel) shall have received from (i) Lenders
constituting the Required Lenders and (ii) each Lender whose Commitment is being increased
as a result of this Amendment and Restatement either (A) a counterpart of this Amendment and
Restatement signed on behalf of such party or (B) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed signature page of
this Agreement) that such party has signed a counterpart of this Amendment and Restatement.




     (b) The Administrative Agent shall have received a favorable written opinion
(addressed to the Administrative Agent and the Lenders and dated the Restatement Effective
Date) of L.E. Stellato, Vice President, General Counsel and Secretary of the Borrower,
substantially in the form of Exhibit B-1 to the Credit Agreement, covering such other
matters relating to the Borrower or this Amendment and Restatement as the Required Lenders
shall reasonably request. The Borrower hereby requests such counsel to deliver such
opinion.




     (c) The Administrative Agent shall have received such documents and certificates as
the Administrative Agent or its counsel may reasonably request relating to the organization,
existence and good standing of the Borrower, the authorization of the Transactions and any
other legal matters relating to the Borrower or this Amendment and Restatement, all in form
and substance satisfactory to the Administrative Agent and its counsel.




     (d) The Administrative Agent shall have received a certificate, dated the Restatement
Effective Date and signed by the President, a Vice President or a



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Financial
Officer of the Borrower, confirming compliance with the conditions set forth in
paragraphs (a) and (b) of Section 2 of this Amendment and Restatement.




     (e) The Administrative Agent shall have received all fees and other amounts due and
payable hereunder and under the fee letters of JPMorgan Chase Bank, N.A. and Wachovia Bank,
National Association dated as of June 24, 2005, and June 27, 2005, respectively
(collectively, the “Fee Letters”), in each case on or prior to the Restatement
Effective Date, including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.




     (f) On the Restatement Effective Date, no Loans shall be outstanding and the Borrower
shall have paid all facility fees and utilization fees accrued under the Credit Agreement
through the day immediately preceding such date.


The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective
Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this
Amendment and Restatement and the obligations of the Lenders to make Loans shall not become
effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02)
at or prior to 5:00 p.m., New York City time, on July 20, 2005.




          SECTION 4. Agreements. (a) Except as specifically stated herein, the provisions of
the Credit Agreement are and shall remain in full force and effect. As used therein, the terms
“Credit Agreement”, “herein”, “hereunder”, “hereinafter”, “hereto”, “hereof” and words of similar
import shall, unless the context otherwise requires, refer to the Restated Credit Agreement.




          (b) The parties agree that no fees shall be payable to Lenders in respect of this Amendment
and Restatement other than as set forth in this Amendment and Restatement and in the Fee Letters.




          SECTION 5. Applicable Law. THIS AMENDMENT AND RESTATEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          SECTION 6. Counterparts. This Amendment and Restatement may be executed in two or
more counterparts, each of which shall constitute an original but all of which when taken together
shall constitute but one contract. Delivery of an executed counterpart of a signature page of this
Amendment and Restatement by telecopy shall be effective as delivery of a manually executed
counterpart of this Amendment and Restatement. This Amendment and Restatement shall constitute a
“Loan Document” for all purposes of the Restated Credit Agreement and the other Loan Documents.




          SECTION 7. Expenses. The Borrower agrees to reimburse the Administrative Agent for
all reasonable out-of-pocket expenses incurred by it in connection with this Amendment and
Restatement, including the reasonable fees, charges




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and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.




          SECTION 8. Headings. The headings of this Amendment and Restatement are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.




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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Restatement to be duly
executed by their respective authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	 	THE SHERWIN-WILLIAMS COMPANY
	 
	 	 	 	 
	 

	 	By
	 	/s/ Sean P. Hennessy
	 

	 	 	 	 
	 

	 	 	 	Name: Sean P. Hennessy
	 

	 	 	 	Title: Senior Vice President-Finance and Chief Financial Officer
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., individually 

and as Administrative Agent,
	 
	 	 	 	 
	 

	 	By
	 	/s/ Stacey Haimes
	 

	 	 	 	 
	 

	 	 	 	Name: Stacey L. Haimes
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

individually and as Syndication Agent
	 
	 	 	 	 
	 

	 	By
	 	/s/ Barbara Van Meerten
	 

	 	 	 	 
	 

	 	 	 	Name: Barbara Van Meerten
	 

	 	 	 	Title: Director






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	 	 	SIGNATURE PAGE to the AMENDMENT AND RESTATEMENT AGREEMENT dated as of July 20, 2005 in
respect of the FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT
dated as of July 19, 2004, among THE SHERWIN-WILLIAMS COMPANY; the LENDERS party thereto;
and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
	 
	 	 	 	 
	 	 	ABN AMRO BANK
	 
	 	 	 	 
	 

	 	By
	 	/s/ Alexander M. Blodi
	 

	 	 	 	 
	 

	 	 	 	Name: Alexander M. Blodi
	 

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	 

	 	By
	 	/s/ Nick Zorin
	 

	 	 	 	 
	 

	 	 	 	Name: Nick Zorin
	 

	 	 	 	Title: Associate
	 
	 	 	 	 
	 	 	BANCO SANTANDER CENTRAL HISPANO, NEW YORK BRANCH
	 
	 	 	 	 
	 

	 	By
	 	/s/ Jorge A. Saavedra
	 

	 	 	 	 
	 

	 	 	 	Name: Jorge A. Saavedra
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By
	 	/s/ Wayne Antion
	 

	 	 	 	 
	 

	 	 	 	Name: Wayne Antion
	 

	 	 	 	Title: Managing Director






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	 	 	THE BANK OF NEW YORK
	 
	 	 	 	 
	 

	 	By
	 	/s/ Kenneth R. McDonnell
	 

	 	 	 	 
	 

	 	 	 	Name: Kenneth R. McDonnell
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	CITICORP USA, INC.
	 
	 	 	 	 
	 

	 	By
	 	/s/ Joronne Jeter
	 

	 	 	 	 
	 

	 	 	 	Name: Joronne Jeter
	 

	 	 	 	Title: Attorney-in-Fact
	 
	 	 	 	 
	 	 	FIFTH THIRD BANK
	 
	 	 	 	 
	 

	 	By
	 	/s/ Roy C. Lanctot
	 

	 	 	 	 
	 

	 	 	 	Name: Roy C. Lanctot
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By
	 	/s/ Marianne T. Meil
	 

	 	 	 	 
	 

	 	 	 	Name: Marianne T. Meil
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	NATIONAL CITY BANK
	 
	 	 	 	 
	 

	 	By
	 	/s/ Robert S. Coleman
	 

	 	 	 	 
	 

	 	 	 	Name: Robert S. Coleman
	 

	 	 	 	Title: Senior Vice President






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	 	 	SUMITOMO MITSUI BANKING CORPORATION
	 
	 	 	 	 
	 

	 	By
	 	/s/ Yoshihiro Hyakutome
	 

	 	 	 	 
	 

	 	 	 	Name: Yoshihiro Hyakutome
	 

	 	 	 	Title: Joint General Manager
	 
	 	 	 	 
	 	 	SUNTRUST BANK
	 
	 	 	 	 
	 

	 	By
	 	/s/ Andrew Lee
	 

	 	 	 	 
	 

	 	 	 	Name: Andrew Lee
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	WELLS FARGO BANK N.A.
	 
	 	 	 	 
	 

	 	By
	 	/s/ Steven M. Buehler
	 

	 	 	 	 
	 

	 	 	 	Name: Steven M. Buehler
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 

	 	By
	 	/s/ Scott Miller
	 

	 	 	 	 
	 

	 	 	 	Name: Scott Miller
	 

	 	 	 	Title: Vice President






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SCHEDULE 2.01



The Sherwin-Williams Company

$910,000,000 Competitive Advance and Revolving Credit Facility Agreement




	 	 	 	 	 
	Lender	 	Commitment	 
	JPMorgan Chase Bank, N.A.
	 	$	125,000,000	 
	Wachovia Bank, National Association
	 	 	125,000,000	 
	National City Bank
	 	 	95,000,000	 
	Wells Fargo Bank, National Association
	 	 	85,000,000	 
	Bank of America, N.A.
	 	 	85,000,000	 
	Sumitomo Mitsui Banking Corporation
	 	 	65,000,000	 
	SunTrust Bank
	 	 	65,000,000	 
	The Bank of New York
	 	 	55,000,000	 
	Citicorp USA, Inc.
	 	 	55,000,000	 
	Fifth Third Bank
	 	 	45,000,000	 
	Banco Santander Central Hispano, S.A., New York Branch
	 	 	40,000,000	 
	KeyBank, National Association
	 	 	40,000,000	 
	ABN Amro Bank N.V.
	 	 	30,000,000	 
	 
	 	 	 	 
	TOTAL
	 	$	910,000,000	 






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