Exhibit (4)
AMENDMENT NO. 4
dated as of December 31, 1996
to
CREDIT AGREEMENT
dated as of November 2, 1993
THIS AMENDMENT NO. 4 (this "Amendment"), dated as of
December 31, 1996, among XXXXX CORNING (formerly known as Xxxxx-
Xxxxxxx Fiberglas Corporation), a Delaware corporation (the
"Borrower"), the banks listed on the signature pages hereof (the
"Banks"), and CREDIT SUISSE, as Agent (the "Agent") (with
capitalized terms used herein and not otherwise defined herein
having the meanings ascribed thereto in the Credit Agreement
hereafter referred to),
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks and the Agent have
entered into a Credit Agreement dated as of November 2, 1993 (as
amended from time to time, the "Credit Agreement");
WHEREAS, the Borrower has requested, and the Banks and
the Agent have agreed to, the amendments to the Credit Agreement
set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrower, the
Banks and the Agent agree as follows:
1. Amendments. Upon and after the Effective Date (as
defined in section 2 hereof), the Credit Agreement shall be
amended as follows:
(a) Section 4.06 shall be amended by (i) inserting the
words ", (g) so long as the Insurance Settlement Agreement
shall remain in effect in substantially the same form as in
effect on the Amendment No. 4 Effective Date, Debt of the
Borrower under the Insurance Settlement Note in an aggregate
principal amount not to exceed $100,000,000" between the
words "thereto" and "and" at the end of clause (f) thereof
and (ii) relettering the last clause thereof, presently
clause (g), as clause (h).
(b) Section 4.08 shall be deleted in its entirety and
replaced with the following:
"Section 4.08. Reserved."
(c) Section 4.09 shall be deleted in its entirety and
replaced with the following:
"Section 4.09. Reserved."
(d) Section 4.10(e) shall be amended by deleting
"$20,000,000" and inserting in lieu thereof "$40,000,000".
(e) Section 4.10(f) shall be amended by deleting the
words "together with the Investments referred to in Section
4.08(h)".
(f) Section 10.01 shall be amended by deleting the
definitions of "Business Unit", "Investment" and "Money
Market Investments" in their entirety.
(g) Section 10.01 shall be further amended by deleting
clause (c) in its entirety from the definition of "Xxxxxxx
Transaction" and relettering the last clause thereof,
presently clause (d), as clause (c).
(h) Section 10.01 shall be further amended by
inserting the following definitions in the appropriate
alphabetical locations:
"'Amendment No. 4 Effective Date' means the
`Effective Date' as defined in Amendment No. 4 to this
Agreement dated as of December 31, 1996."
"'Insurance Settlement Agreement' means the
Settlement Agreement and Mutual Release, dated as of
September 5, 1995, among the Borrower and an insurer
made known to the Banks, as in effect on the Amendment
No. 4 Effective Date."
"'Insurance Settlement Note' means the Promissory
Note, dated September 15, 1995, issued by the Borrower
pursuant to the Insurance Settlement Agreement in favor
of an insurer made known to the Banks in the principal
amount of $100,000,000."
(i) Schedules 4.08(a) and 4.08(b) shall be deleted in
their entirety.
2. Effective Date. This Amendment shall become
effective as of the date first above written upon the date (the
"Effective Date") that the Agent shall have received (i) executed
counterparts of this Amendment from the Borrower, the Agent and
the Majority Banks and (ii) a certified copy of the Insurance
Settlement Agreement (as defined in Section 1(h) hereof).
3. Governing Law. This Amendment shall be construed
in accordance with and governed by the law of the State of New
York (without giving effect to its choice of laws principles).
4. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be deemed to be an
original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
5. Reference to Agreement. From and after the
Effective Date, each reference in the Credit Agreement to "this
Agreement", "hereof", "hereunder" or words of like import, and
all references to the Credit Agreement in any and all agreements,
instruments, documents, notes, certificates and other writings of
every kind and nature shall be deemed to mean the Credit
Agreement as modified and amended by this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective
authorized officers as of the date first above written.
XXXXX CORNING (formerly known as
Xxxxx-Xxxxxxx Fiberglas
Corporation)
By ______________________________
Name:
Title:
By ______________________________
Name:
Title:
CREDIT SUISSE, as Agent and as a
Bank
By ______________________________
Name:
Title:
ABN AMRO BANK, N.V.,
BY ABN AMRO NORTH AMERICA, INC., AS
AGENT
By ______________________________
Name:
Title:
By ______________________________
Name:
Title:
THE BANK OF NEW YORK
By ______________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By ______________________________
Name:
Title:
BARCLAYS BANK PLC
By ______________________________
Name:
Title:
CHEMICAL BANK
By ______________________________
Name:
Title:
CITIBANK, N.A.
By ______________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By ______________________________
Name:
Title:
THE FUJI BANK, LIMITED
By ______________________________
Name:
Title:
MELLON BANK, N.A.
By ______________________________
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By ______________________________
Name:
Title:
THE NORTHERN TRUST COMPANY
By ______________________________
Name:
Title:
ROYAL BANK OF CANADA
By ______________________________
Name:
Title:
THE TORONTO-DOMINION BANK
By ______________________________
Name:
Title:
SUNTRUST BANK, ATLANTA (formerly
Trust Company Bank)
By ______________________________
Name:
Title:
By ______________________________
Name:
Title:
KREDIETBANK, N.V.
By ______________________________
Name:
Title
