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AMENDMENT NO. 2
This Amendment No. 2 (this "Amendment"), dated as of March 27, 1998, is
among Centex Construction Products, Inc. (the "Borrower"), the Lenders party to
the Credit Agreement (defined below) and The First National Bank of Chicago, as
Agent.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agent are parties to that
certain Credit Agreement dated as of April 18, 1994 (as heretofore amended, the
"Credit Agreement") and the other Loan Documents referred to therein; and
WHEREAS, the Borrower, the Lenders and the Agent desire to amend the
Credit Agreement in order to amend certain provisions thereof;
NOW, THEREFORE, in consideration of the premises and the undertakings set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit Agreement.
2. Amendment. The Credit Agreement is hereby amended as follows:
(a) Section 7.10 of the Credit Agreement is hereby amended by
deleting clause (ii) contained therein and inserting in lieu thereof the
following: "(ii) the Borrower may pay dividends or redeem, repurchase or
otherwise acquire or retire any of its capital stock if, after giving
effect to the proposed dividend, redemption, repurchase, acquisition or
retirement, there exists no Default or Unmatured Default hereunder."
(b) Section 7.11 of the Credit Agreement is hereby amended by adding
a new subsection (v) as follows:
(v) Additional unsecured Indebtedness in an aggregate amount at
any time outstanding not to exceed $20,000,000.
3. Representations and Warranties. In order to induce the Agent and the
Lenders to enter into this Amendment, the Borrower hereby represents and
warrants to the Agent and the Lenders as of the date of this Amendment that:
(a) There exists no Default or Unmatured Default and the execution
of this Amendment shall not create a Default or Unmatured Default.
(b) The representations and warranties contained in Article VI of
the Credit Agreement are true and correct as of the date of this Amendment.
4. Legal Expenses. The Borrower agrees to reimburse the Agent for
reasonable legal fees and expenses incurred by attorneys for the Agent (who may
be employees of the Agent) in connection with the preparation, negotiation and
consummation of this Amendment and the transactions contemplated herein.
5. Ratification of Credit Agreement. Except as specifically provided
herein, all of the terms
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and conditions of the Credit Agreement shall remain in full force and effect
and the Credit Agreement as amended hereby is agreed to, ratified and confirmed
by the Borrower, the Agent and the Lenders in all respects.
6. Miscellaneous.
(a) This Amendment may be executed in counterparts and by the
different parties hereto on separate counterparts each of which, when so
executed and delivered, shall be deemed an original, and all of which taken
together shall constitute one and the same agreement.
(b) This Agreement shall be effective as of the date first above
written; provided, that, the Agent has received executed counterparts of
this Amendment from the Borrower, the Agent and the Lenders.
IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have
executed this Amendment as of the date first above written.
CENTEX CONSTRUCTION PRODUCTS, INC.
By: /s/ XXXXXX X. XXXXXX
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Title: Senior Vice President
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THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Agent
By: /s/ [ILLEGIBLE]
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Title: Authorized Agent
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BANK OF AMERICA TEXAS, N.A.
By: /s/ XXXXXX XXXXX
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Title: Vice President
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TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By: /s/ [ILLEGIBLE]
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Title: Senior Vice President
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BANK ONE, TEXAS, N.A.
By: /s/ XXXX POINT
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Title: Vice President
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