EXHIBIT (10)(a)
FOURTH AMENDMENT
FOURTH AMENDMENT, dated as of July 13, 2001, among WEST PHARMACEUTICAL
SERVICES, INC., a Pennsylvania corporation (the "Company"), the direct and
indirect subsidiaries of the Company listed on the signature pages hereto
(together with the Company, collectively, the "Borrowers"), the several banks
and other financial institutions parties to the Credit Agreement (as hereinafter
defined) (collectively, the "Banks"), and PNC BANK, NATIONAL ASSOCIATION, as
Agent for the Banks (in such capacity, the "Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrowers, the Banks and the Agent are parties to a Credit
Agreement, dated as of July 26, 2000 (as heretofore amended, supplemented or
otherwise modified, the "Credit Agreement");
WHEREAS, pursuant to Section 2.14(d) of the Credit Agreement, the Borrowers
have requested an extension of the 364 Day Commitments under the Credit
Agreement from July 24, 2001 until July 22, 2002;
WHEREAS, each of the Banks other than those listed on Schedule II hereto
(those Banks listed on Schedule II hereto, collectively, the "Declining Banks"),
has agreed to extend its 364 Day Commitment until July 22, 2002 on the terms and
subject to the conditions set forth herein; and
WHEREAS, Banks holding more than 51% of the 364 Day Commitments have agreed
to extend their 364 Day Commitment on the terms described herein, including that
the Applicable Margin be amended as provided herein.
NOW, THEREFORE, in consideration of the foregoing and for other
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined.
2. Extension of 364 Commitment. Effective on and as of July 25, 2001, the
364 Day Commitments of each of the Banks other than the Declining Banks shall be
extended until July 22, 2002. As provided in Section 2.14(d) of the Credit
Agreement, on July 24, 2001, the Borrowers shall pay to each Declining Bank the
principal amount of the 364 Day Loans and all interests, fees and other amounts
owed to such Declining Bank with respect to the 364 Day Facility.
3. Amendments to Credit Agreement.
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(a) Effective on and as of July 25, 2001, the definition of Applicable
Margin contained in Section 1.1 of the Credit Agreement is hereby amended by
deleting the table set forth therein and inserting in lieu thereof the
following:
Level Leverage Ratio 364 Day Facility Five Year Facility
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I Less than or equal to 0.725% 0.675%
0.35 to 1.0
II Less than or equal to 0.45 0.825% 0.775%
to 1.0 but greater than
0.35 to 1.0
III Greater than 0.45 to 1.0 1.05% 1.0%
(b) Effective on and as of July 25, 2001, the definition of Facility Fee
Rate contained in Section 1.1 of the Credit Agreement is hereby amended by
deleting the table set forth therein and inserting in lieu thereof the
following:
Level Leverage Ratio 364 Day Facility Five Year Facility
--------------------------------------------------------------------------------
I Less than or equal to 0.15% 0.20%
0.35 to 1.0
II Less than or equal to 0.45 0.175% 0.225%
to 1.0 but greater than
0.35 to 1.0
III Greater than 0.45 to 1.0 0.20% 0.25%
(c) Effective on and as of July 25, 2001, Schedule I to the Credit
Agreement is hereby deleted in its entirety and the Schedule I attached hereto
is hereby inserted in lieu thereof.
4. Representations and Warranties. The Borrowers hereby represent and
warrant to the Banks and the Agent that:
(a) There exists no Default or Event of Default under the Credit Agreement
as amended hereby;
(b) The representations and warranties made in the Credit Agreement are
true and correct in all material respects on and as of the date hereof as if
made on and as of the date hereof; and
(c) ______ The execution and delivery of this Amendment by and on behalf of
the Borrowers has been duly authorized by all requisite action on behalf of the
Borrowers and this Amendment constitutes the legal, valid and binding obligation
of the Borrowers, enforceable against them in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).
5. Effectiveness; Declining Banks. This Amendment shall become effective on
the date on which the Agent shall have received (a) counterparts hereof duly
executed by the Borrowers and each Bank that is extending its 364 Day
Commitment, (b) an extension fee for the benefit of each Bank that is extending
its 364 Day Commitment in the amount of 10 basis points (0.10%) on the amount of
such Bank's 364 Day Commitment and (c) for the account of PNC Capital Markets,
Inc., such arrangement fees as shall have been agreed to with the Borrowers.
6. Limited Effect. Except as expressly amended by this Amendment, the
Credit Agreement shall continue to be, and shall remain, unaltered and in full
force and effect in accordance with its terms and the Borrowers hereby confirm
all of the provisions of the Credit Agreement and the other Loan Documents.
7. Release. Recognizing and in consideration of certain of the Banks
extending their 364 Day Commitments, each of the Borrowers hereby waives and
releases all of the Banks and the Agent and their officers, attorneys, agents,
and employees from any liability, suit, damage, claim, loss or expense of any
kind or nature whatsoever and howsoever arising that such Borrower ever had or
now has against any of them arising out of or relating to any Bank's or the
Agent's acts or omissions with respect to this Amendment, the Credit Agreement,
the other Loan Documents or any other matters described or referred to herein or
therein.
8. Miscellaneous.
(a) Expenses. Each of the Borrowers agrees to pay all of the Agent's
reasonable out-of-pocket expenses incurred in connection with the preparation,
negotiation and execution of this Amendment and the other documents executed in
connection herewith, including, without limitation, the reasonable fees and
expenses of Ballard Spahr Andrews & Ingersoll, LLP.
(b) Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of
Pennsylvania.
(c) Successor and Assigns. The terms and provisions of this Amendment shall
be binding upon and shall inure to the benefit of the Borrowers, the Agent and
the Banks and their respective successors and assigns.
(d) Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, and all of which
shall constitute one and the same instrument.
(e) Headings. The headings of any paragraph of this Amendment are for
convenience only and shall not be used to interpret any provision hereof.
(f) Modifications. No modification hereof or any agreement referred to
herein shall be binding or enforceable unless in writing and signed on behalf of
the party against whom enforcement is sought.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
WEST PHARMACEUTICAL SERVICES, INC.
By: ____________________________
Name: ____________________________
Title: ___________________________
WEST PHARMACEUTICAL SERVICES
OF FLORIDA, INC.
By: ____________________________
Name: ____________________________
Title: ___________________________
WEST PHARMACEUTICAL SERVICES
LAKEWOOD, INC.
By: ____________________________
Name: ____________________________
Title:____________________________
WEST PHARMACEUTICAL SERVICES
GROUP LIMITED
By: ____________________________
Name: ____________________________
Title:____________________________
PACO LABORATORIES, INC.
By: ____________________________
Name: ____________________________
Title:____________________________
WEST PHARMACEUTICAL SERVICES
CANOVANAS, INC.
By: ____________________________
Name: ____________________________
Title:____________________________
WEST PHARMACEUTICAL SERVICES
OF DELAWARE, INC.
By: ____________________________
Name: ____________________________
Title:____________________________
WEST PHARMACEUTICAL SERVICES
VEGA ALTA, INC.
By: ____________________________
Name: ____________________________
Title:____________________________
WEST PHARMACEUTICAL
CLEVELAND, INC.
By: ____________________________
Name: ____________________________
Title:____________________________
PNC BANK, NATIONAL ASSOCIATION,
as a Bank and as Agent
By: ____________________________
Name: ____________________________
Title:____________________________
FIRST UNION NATIONAL BANK
By: ____________________________
Name: ____________________________
Title:____________________________
DRESDNER BANK, AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: ____________________________
Name: ____________________________
Title:____________________________
By: ____________________________
Name: ____________________________
Title:____________________________
NATIONAL CITY BANK
By: ____________________________
Name: ____________________________
Title:____________________________
THE CHASE MANHATTAN BANK
By: _____________________________
Name:_____________________________
Title_____________________________
MELLON BANK, N.A.,
By: ____________________________
Name: ____________________________
Title:____________________________
SCHEDULE I
BANKS AND COMMITMENT INFORMATION
Bank and Lending Office(s) Commitments
364 Day Five Year Swing Line
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PNC Bank, National Association $14,444,444.45 $15,555,555.55 $15,000,000
1000 Westlakes Dr., Suite 200
Berwyn, PA 19312
Attention: Frank Pugliese
Facsimile: 610-725-5799
First Union National Bank $10,833,333.33 $11,666,666.67 $0
1339 Chestnut Street
12th Floor, PA 4830
Philadelphia, PA 19107
Attention: Jeanette Griffin
Facsimile: 215-973-4156
Dresdner Bank AG, New York $0 $11,666,666.67 $0
and Grand Cayman Branches
75 Wall Street
New York, NY 10005
Attention: Richard Morris
Facsimile: 212-429-2524
National City Bank $9,629,629.63 $10,370,370.37 $0
One South Board Street, 13th Floor
Philadelphia, PA 19107
Attention: Thomas McDowell
Facsimile: 267-256-40001
The Chase Manhattan Bank $0 $10,370,370.37 $0
One Riverfront Plaza, Second Floor
Newark, NJ 07102
Attention: Thomas Conroy
Facsimile: 973-353-6158
Mellon Bank, N.A. $9,629,629.63 $10,370,370.37 $0
610 W. Germantown Pike, Suite 200
Plymouth Meeting, PA 19462
Attention: Frank McGrane
Facsimile: 610-941-4136
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Total Commitments $44,537,037.04 $70,000,000 $15,000,000
SCHEDULE II
DECLINING BANKS
Dresdner Bank, AG, New York and Grand Cayman Branches
The Chase Manhattan Bank