EXHIBIT 4.1
FIFTH AMENDMENT DATED AS OF MAY 14, 1999
TO THE
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
DATED AS OF DECEMBER 5, 1990
AS AMENDED BY
THE FIRST AMENDMENT DATED AS OF SEPTEMBER 30, 1992,
THE SECOND AMENDMENT DATED AS OF JUNE 30, 1994 AND
THE THIRD AMENDMENT DATED AS OF JUNE 30, 1997
THE FOURTH AMENDMENT DATED AS OF JULY 15, 1998
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THIS FIFTH AMENDMENT dated as of May 14, 1999, TO THE AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF DECEMBER 5, 1990, as
amended (the "Agreement"), is entered into among FLORIDA ROCK INDUSTRIES, INC.,
a Florida corporation (the "Company"), BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, a national bank, with its principal office at 000
Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (in its individual capacity,
"BA"), as agent (in such capacity, the "Agent"), NATIONSBANK, N.A.
("NationsBank") as successor to Xxxxxxx Bank, N.A., SUNTRUST BANK, CENTRAL
FLORIDA, N.A. ("SunTrust"), CRESTAR BANK, N.A. ("Crestar"), FIRST UNION NATIONAL
BANK, (successor by merger to First Union National Bank of Florida) ("FUNB"),
and THE FIRST NATIONAL BANK OF MARYLAND ("FNBM"). BA, NationsBank, SunTrust,
Crestar, FUNB and FNBM are hereinafter collectively referred to as the "Banks"
and individually as a "Bank".
Recitals:
The Company has requested that the Banks modify the Agreement as set forth
herein. Capitalized terms not otherwise defined herein have the meanings
assigned to them in the Agreement.
Therefore, in consideration of any loan or advance or grant of credit
heretofore or hereafter made to the Company by the Banks, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree that the Agreement is hereby amended as follows:
1. Section 8.1(b) is hereby amended to read as follows:
"(b) Short Term Indebtedness of the Company, provided that such
indebtedness in an aggregate amount does not at any time exceed 35% of
Consolidated Tangible Net Worth and is not outstanding for more than 365
days in the aggregate during any 12-month period; provided, further, that
if there is an unused portion of the Commitment which in the aggregate is
equal to or greater than such outstanding Short Term Indebtedness of the
Company for a period of 90 consecutive days, then, only for purposes of
determining the number of days that Short Term Indebtedness is outstanding,
such Indebtedness shall be deemed to have been reduced by the amount of
such unused Commitment during such period;"
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2. Section 8.3(d) is hereby amended to read as follows:
"(d) additional guaranties of Indebtedness in the principal amount not
at any time to exceed 10% of Consolidated Tangible Net Worth;"
3. Section 8.9 is hereby amended to read as follows:
"8.9 Current Ratio. Permit the ratio of Consolidated Current Assets to
Consolidated Current Liabilities to be at any time less than 1.25 to one
(for the purposes of this provision, Consolidated Current Liabilities shall
be defined in accordance with GAAP except that Short Term Indebtedness
shall be excluded from Consolidated Current Liabilities for this
calculation).
4. This Amendment shall become effective as of May 14, 1999.
5. As modified herein, all provisions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to
be duly executed by their duly authorized officers, all as of the day and year
first above written.
FLORIDA ROCK INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
Title: Vice President
Address:
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000
Facsimile No.: 904/355-0817
Telephone No.: 904/000-0000
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BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
AND NATIONSBANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
Title: Senior Vice President
Address:
000 Xxxxxxxxx 0xx Xxxxxx
00xx Xxxxx
XX0-000-00-00
Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Xx. Vice President
Facsimile No.: 305/533-2435
Telephone No.: 305/000-0000
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SUNTRUST BANK, CENTRAL
FLORIDA, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
Title: Corporate Banking Officer
Address:
000 Xxxxx Xxxxxx Xxxxxx Xxxxx
0xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxx
Vice President
Facsimile No.: 407/237-4076
Telephone No.: 407/000-0000
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CRESTAR BANK, N.A.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President
Address:
0000 Xxx Xxxx Xxxxxx, X.X.
5th Floor
Washington, D.C. 20005
Attn: Xxxxx X. Xxxxxx
Vice President
Facsimile No.: 202/879-6137
Telephone No.: 202/000-0000
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FIRST UNION NATIONAL BANK
By: /s/ Xxxx Xxxxxx
Title: Senior Vice President
Address:
000 Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx
Vice President - Commercial
Banking
Facsimile No.: 904/361-2417
Telephone No.: 904/000-0000
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THE FIRST NATIONAL BANK OF
MARYLAND
By: /s/ Xxxxxx X. Xxxxxx
Title: Vice President
Address:
00 Xxxxx Xxxxxxx Xxxxxx, 00xx Xxxxx
National Division
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx
Vice President
Facsimile No.: 410/545-2047
Telephone No.: 410/000-0000
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