Exhibit (4)
AMENDMENT NO. 2
Dated as of April 27, 1995
to
CREDIT AGREEMENT
dated as of November 2, 1993
OWENS-CORNING FIBERGLAS CORPORATION, a Delaware
corporation (the "Borrower"), the banks listed on the signature
pages hereof (the "Banks"), and CREDIT SUISSE, as Agent (the
"Agent") for the Banks under the Credit Agreement, dated as of
November 2, 1993 (as amended by Amendment No. 1 thereto, the
"Credit Agreement"), among the Borrower, the Banks and the Agent
hereby agree as follows (with capitalized terms used herein and not
otherwise defined having the meaning ascribed thereto in the Credit
Agreement):
1. From and after the date hereof, the Credit Agreement
shall be amended by inserting the following at the end of the
definition of "Mandatorily Redeemable Stock" contained in Section
10.01 thereof:
"For purposes of this Agreement, the MIPS (as defined in
Section 4.10) shall not constitute Mandatorily Redeemable
Stock."
2. This Amendment No. 2 shall be construed in
accordance with and governed by the law of the State of New York
(without giving effect to its choice of laws principles).
3. This Amendment No. 2 may be signed in any number of
counterparts, each of which shall be deemed to be an original, with
the same effect as if the signatures thereto and hereto were upon
the same instrument, and shall become effective as of the date
hereof upon execution and delivery by the Borrower, the Agent and
the Majority Banks.
4. From and after the date hereof, each reference in
the Credit Agreement to "this Agreement", "hereof", "hereunder" or
words of like import, and all references to the Credit Agreement in
any and all agreements, instruments, documents, notes, certificates
and other writings of every kind and nature shall be deemed to mean
the Credit Agreement as modified and amended by this Amendment No.
2.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective
authorized officers as of the date first above written.
OWENS-CORNING FIBERGLAS CORPORATION
By /s/ Michael I. Miller
Name: Michael I. Miller
Title: Vice President & Treasurer
By /s/ David W. Devonshire
Name: David W. Devonshire
Title: Chief Financial Officer
CREDIT SUISSE, as Agent and as a Bank
By /s/ Christopher J. Eldin /s/ Andrea Shkane
Name: Christopher J. Eldin / Andrea Shkane
Title: Member of Senior Management / Associate
ABN AMRO BANK, N.V.
By /s/ J. M. Janovsky /s/ Kathryn C. Toth
Name: J. M. Janovsky / Kathryn C. Toth
Title: Group Vice President / Vice President
THE BANK OF NEW YORK
By /s/ Paula M. DiPonzio
Name: Paula M. DiPonzio
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ F. C. H. Ashby
Name: F. C. H. Ashby
Title: Senior Manager Loan Operations
BARCLAYS BANK PLC
By /s/ Kevin F. Heraty
Name: Kevin Heraty
Title: Director
CHEMICAL BANK
By /s/ Peter C. Eckstein
Name: Peter C.Eckstein
Title: Vice President
CITIBANK, N.A.
By /s/ Barbara A. Cohen
Name: Barbara A. Cohen
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Robert L. Jackson
Name: Robert L. Jackson
Title: Authorized Agent
THE FUJI BANK, LIMITED
By /s/ Peter L. Chinnici
Name: Peter L. Chinnici
Title: Joint General Manager
MELLON BANK, N.A.
By /s/ Frederick W. Okie, Jr.
Name: Frederick W. Okie, Jr.
Title: Vice President
THE MITSUBISHI BANK, LTD.
(CHICAGO BRANCH)
By /s/ Noboru Kobayashi
Name: Noboru Kobayashi
Title: Joint General Manager
THE NORTHERN TRUST COMPANY
By /s/ S. Biff Bowman
Name: S. Biff Bowman
Title: Vice President
ROYAL BANK OF CANADA
By /s/ Gordon MacArthur
Name: Gordon MacArthur
Title: Manager
THE TORONTO-DOMINION BANK
By /s/ Lisa Allison
Name: Lisa Allison
Title: Mgr. Cr. Admin.
TRUST COMPANY BANK
By /s/ Jennifer P. Harrelson
Name: Jennifer P. Harrelson
Title: Group Vice President
By /s/ Kim Coleman
Name: Kim Coleman
Title: Banking Officer
KREDIETBANK, N.V.
By /s/ Michael V. Curran /s/John E. Thierfelder
Name: Michael V. Curran John E. Thierfelder
Title: Vice President Assistant Vice President