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EXHIBIT 99.4
[EXECUTION COPY]
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of October 16, 1998 to the Revolving Credit
Agreement dated as of January 29, 1997 (the "Credit Agreement") among XXXXXX
XXXXXXXX MATERIALS, INC. (the "Borrower"), the BANKS party thereto (the "Banks")
and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
WITNESSETH:
WHEREAS, the parties hereto desire to amend the Credit Agreement
as set forth below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise
specifically defined herein, each term used herein which is defined in the
Credit Agreement has the meaning assigned to such term in the Credit 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 Credit Agreement shall, after this Amendment becomes
effective, refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment. Section 5.09 is amended to read in its
entirety as follows:
SECTION 5.09. Leverage Ratio. The ratio of
Consolidated Debt to Total Capital shall not exceed (i) 55% at
any time prior to June 30, 1999 or (ii) 50% at any time at or
after June 30, 1999.
SECTION 3. Representations of Borrower. The Borrower represents
and warrants that (i) the representations and warranties of the Borrower set
forth in Article 4 of the Credit Agreement will be true on and as of the
Amendment Effective Date and (ii) no Default will have occurred and be
continuing on such date.
SECTION 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
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SECTION 5. Counterparts. 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.
SECTION 6. Effectiveness. This Amendment shall become effective
as of the date hereof on the date (the "AMENDMENT EFFECTIVE DATE") when the
Agent shall have received from each of the Borrower and the Required Banks a
counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Agent) that such party has signed a
counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first above written.
XXXXXX XXXXXXXX MATERIALS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Title: CFO & Treasurer
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By:
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Title:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
By:
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Title:
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WACHOVIA BANK OF NORTH CAROLINA, N.A.
By:
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Title:
BANK OF MONTREAL
By:
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Title:
NATIONSBANK, N.A.
By:
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Title:
THE SUMITOMO BANK, LIMITED
By:
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Title:
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