FIRST AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this
"Amendment") is entered into as of March 28, 2000, among ACX TECHNOLOGIES, INC., a Colorado
corporation ("Borrower"), Required Lenders under the Credit Agreement described below, and BANK OF
AMERICA, N.A., in its capacity as Administrative Agent for the Lenders under the Credit Agreement
("Administrative Agent"), and Guarantors under the Credit Agreement (hereinafter defined). Reference is made to
the Revolving Credit and Term Loan Agreement, dated as of August 2, 1999 (as amended to date, the "Credit
Agreement"), among Borrower, Administrative Agent, the Managing Agents, and the Co- Agents thereunder.
Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meaning set forth in the
Credit Agreement; all Section and Schedule references herein are to Sections and Schedules in the Credit
Agreement; and all Paragraph references herein are to Paragraphs in this Amendment.
A. Borrower has requested that Required Lenders agree to amend certain provisions of the Credit Agreement
with respect to certain financial covenants and hedging requirements.
B. Required Lenders are willing to agree to such amendments, but only upon the conditions, among other things,
that Borrower, Guarantors, and Required Lenders shall have executed and delivered this Amendment and shall
have agreed to the terms and conditions thereof, including, without limitation, certain additional amendments
relative to pricing, mandatory prepayments in conjunction with Significant Asset sales, and certain permitted
Accordingly, for adequate and sufficient consideration, the parties hereto agree, as follows:
Paragraph 1. Amendment.
1.1 Definitions. Section 1.1 is amended as follows:
(a) The definition of "Applicable Margin" is deleted in its entirety and replaced with the following definition:
"Applicable Margin means:
(a) On an