FORM 10-K Page 195
Exhibit 4.4(c)
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as December 31, 1995 to the Amended and
Restated Credit Agreement dated as of November 18, 1994 (as
heretofore amended, the "Agreement") among Cone Xxxxx
Corporation, the banks listed on the signature pages thereof
(the "Banks") and Xxxxxx Guaranty Trust Company of New York,
as Agent (the "Agent").
The parties hereto agree as follows with respect to the
Agreement:
SECTION 1. Definitions: References. Unless otherwise
specifically defined herein, each term used herein which is
defined in the Agreement shall have the meaning assigned to
such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each
other similar reference contained in the Agreement shall from
and after the date hereof refer to the Agreement as amended
hereby.
SECTION 2. Amendment of Definition of Consolidated Net
Income. The definition of Consolidated Net Income in Section
1.01 of the Agreement is hereby amended to read in full as
follows:
"Consolidated Net Income" means, for any period, the
net income of the Borrower and its Consolidated
Subsidiaries for such period, excluding non-cash equity
earnings or losses from unconsolidated foreign
affiliates.
SECTION 3. Amendment of Section 5.10 of the Agreement.
Section 5.10 of the Agreement is amended to read in full as
follows:
SECTION 5.10. Debt Ratio. As of the last day of each
fiscal quarter ended after January 1, 1997, the
percentage of Adjusted Cash Flow for the period of four
consecutive fiscal quarters then ended to Total
Consolidated Debt as of such day will not be less than
26%.
FORM 10-K Page 196
Exhibit 4.4(c) (continued)
SECTION 4. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the
State of New York.
SECTION 5. Counterparts: Effectiveness. This Amendment
may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the
Signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective as of December 31, 1995
when the Agent shall have received duly executed counterparts
hereof signed by the Borrower and the Required Banks.
IN WITNESS WHEREOF, the parties hereto have caused this
amendment to be duly executed as of the date first above
written.
CONE XXXXX CORPORATION
By: /s/ Xxxxx X. Xxxx
Title: Treasurer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxxxx Xxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By: /s/ K. Xxxxxxx XxXxxxxxx
Title: Vice President
NATIONSBANK OF NORTH
CAROLINA, N.A.
By: /s/ Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
WACHOVIA BANK OF NORTH
CAROLINA, N.A.
By: /s/ X. Xxxxxxx Laight
Title: Senior Vice President
