Exhibit (4) (c) (2)
SECOND AMENDMENT
SECOND AMENDMENT, dated as of November 17, 2000, 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 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").
WITNESSETH:
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 5.9 of the Credit Agreement, the Borrowers are
required within one hundred and twenty (120) days after the Closing Date to
cause certain of their Subsidiaries to. become co-borrowers under the Credit
Agreement
WHEREAS, the Borrowers have requested that the Banks amend the Credit
Agreement to extend the one hundred and twenty-day period to one hundred and
sixty-five days; and
WHEREAS, the Required Banks have agreed to do so on the terms and
conditions set forth 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. Amendment to Section 5.9 (Notice and Joinder of New Subsidiaries). The
second sentence of Section 5.9 of the Credit Agreement is hereby amended by
deleting the phrase "one hundred and twenty (120) days after the Closing Date"
and inserting in lieu thereof the phrase "one hundred and sixty-five (165) days
after the Closing Date
3. 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 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).
4. Effectiveness. This Amendment shall become effective upon the Agent
receiving counterparts hereof duly executed by the Borrowers and the Required
Banks.
5. 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.
6. Release. Recognizing and in consideration of the Banks' and the Agent's
agreement to the amendments set forth herein, each of the Borrowers hereby
waives and releases 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
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.
7. 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 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: /s/ Stephen M. Heumann
Name: Stephen M. Heumann
Title: Vice President
WEST PHARMACEUTICAL SERVICES
OF FLORIDA, INC.
By: /s/ Stephen M. Heumann
Name: Stephen M. Heumann
Title: Vice President
WEST PHARMACEUTICAL SERVICES
LAKEWOOD, INC.
By: /s/ Stephen M. Heumann
Name: Stephen M. Heumann
Title: Vice President
WEST PHARMACEUTICAL SERVICES
GROUP LIMITED
By: /s/ John R. Gailey III
Name: John R. Gailey III
Title: Director
PNC BANK, NATIONAL ASSOCIATION,
as a Bank and as Agent
By:
Name:
Title:
FIRST UNION NATIONAL BANK, as a Bank
By:
Name:
Title:
DRESDNER BANK, AG, NEW YORK AND GRAND
CAYMAN BRANCHES, as a Bank
By:
Name:
Title:
By:
Name:
Title:
WEST PHARMACEUTICAL SERVICES
GROUP LIMITED
By:
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION,
as a Bank and as Agent
By: /s/ Amy T. Peterson
Name: Amy T. Peterson
Title: Vice President
FIRST UNION NATIONAL BANK, as a Bank
By:
Name:
Title:
DRESDNER BANK, AG, NEW YORK AND
GRAND CAYMAN BRANCHES, as a Bank
By:
Name:
Title:
By:
Name:
Title:
WEST PHARMACEUTICAL SERVICES
GROUP LIMITED
By:
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION,
as a Bank and as Agent
By:
Name:
Title:
FIRST UNION NATIONAL BANK, as a Bank
By: /s/Jeanette A. Griffin
Name: Jeanette A. Griffin
Title: Vice President
DRESDNER BANK, AG, NEW YORK AND
GRAND CAYMAN BRANCHES, as a Bank
By:
Name:
Title:
By:
Name:
Title:
WEST PHARMACEUTICAL SERVICES
GROUP LIMITED
By:
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION,
as a Bank and as Agent
By:
Name:
Title:
FIRST UNION NATIONAL BANK, as a Bank
By:
Name:
Title:
DRESDNER BANK, AG, NEW YORK AND
GRAND CAYMAN BRANCHES, as a Bank
By: /s/ Richard Morris
Name: Richard Morris
Title: Senior Vice President
By: /s/ Vincent Carotenuto
Name: Vincent Carotenuto
Title: Assistant Vice President
NATIONAL CITY BANK, as a Bank
By: /s/ Thomas J. McDonnell
Name: Thomas J. McDonnell
Title: Senior Vice President
THE CHASE MANHATTAN BANK,
as a Bank
By:
Name:
Title:
MELLON BANK, N.A., as a Bank
By:
Name:
Title:
NATIONAL CITY BANK, as a Bank
By:
Name:
Title:
THE CHASE MANHATTAN BANK,
as a Bank
By: /s/ Thomas F. Conroy, Jr.
Name: Thomas F. Conroy, Jr.
Title: Vice President
MELLON BANK, N.A., as a Bank
By:
Name:
Title:
NATIONAL CITY BANK, as a Bank
By:
Name:
Title:
THE CHASE MANHATTAN BANK,
as a Bank
By:
Name:
Title:
MELLON BANK, N.A., as a Bank
By: /s/ Mark W. Torie
Name: Mark W. Torie
Title: VP