FORM 10-Q
Exhibit 4.4(f)
AMENDMENT NO. 5 TO CREDIT AGREEMENT
AMENDMENT dated as of March 30, 1997 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 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 March 30, 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%.
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 the following fiscal quarters, the ratio of
EBIT to Consolidated Interest Expense in each case for the
period of four consecutive fiscal quarters then ended, will
not be less than the following amounts:
Fiscal Quarter Ending Ratio
Prior to June 30, 1996 2.3:1
June 30, 1996 1.8:1
September 29, 1996 1.4:1
December 29, 1996 1.0:1
March 30, 1997 0.1:1
After March 30, 1997 2.3:1
Page 163
FORM 10-Q
Exhibit 4.4(f) (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 the
date first written above 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/ Xxxxxx X. Xxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By /s/ S. C. Xxxxxxx XxXxxxxxx
Title: Senior Vice President
NATIONSBANK, N. A.
By /s/ X. Xxxxxx Xxxxx
Title: Senior Vice President
WACHOVIA BANK OF NORTH
CAROLINA, N. A .
By /s/ X. Xxxxxxx Laight
Title: Senior Vice President
Page 164
