FORM 10-Q
Exhibit 4.4(e)
AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT dated as of September 29, 1996 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 and all other non-recurring items
related to reserves or losses for write-downs of
inventory, accounts receivable, fixed assets, and
investments outside of the ordinary course of business.
SECTION 3. Amendment of Section 5.11 of the
Agreement. Section 5.11 of the Agreement is amended to read
in full as follows:
SECTION 5.11. Interest Coverage Ratio. As of
the last day of (i) the respective fiscal quarters ended
on June 30, 1996, September 29, 1996 and December 29,
1996, the ratio of EBIT to Consolidated Interest Expense
for the period of four consecutive fiscal quarters then
ended will not be less than 1.8:1, 1.4:1 and 1.0:1,
respectively, and (ii) each fiscal quarter ended either
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FORM 10-Q
Exhibit 4.4(e) (continued)
prior to June 30, 1996 or after December 29, 1996, the
ratio of EBIT to Consolidated Interest Expense for the
period of four consecutive fiscal quarters then ended
will not be less than 2.3:1.
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 September 30, 1996
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 X. Xxxx
Title: Vice President
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By /s/ X. X. Xxxxxx
Title: Vice President
NATIONSBANK, N.A.
By /s/ Xxxxxx Xxxxx
Title: Senior Vice President
WACHOVIA BANK OF NORTH
CAROLINA, N.A.
By /s/ X. Xxxxxxx Laight
Title: Senior Vice President
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