EXECUTION COPY
AMENDED AND RESTATED 364-DAY COMPETITIVE
ADVANCE, REVOLVING CREDIT AND GUARANTY AGREEMENT
dated as of October 21, 1999 (the "1999 Amendment and
Restatement"), among DENTSPLY INTERNATIONAL INC., a
Delaware corporation (the "Borrower"), the Guarantors
named herein, the banks named herein (individually a
"Bank" and collectively the "Banks"), THE CHASE
MANHATTAN BANK, a New York banking corporation, as
administrative agent for the Banks (in such capacity,
the "Administrative Agent") and ABN AMRO BANK N.V.,
as documentation agent for the Banks (in such
capacity, the "Documentation Agent").
WHEREAS, on October 23, 1997, the Borrower, the Guarantors,
The Chase Manhattan Bank, as administrative agent, certain of the Banks
and ABN AMRO Bank N.V., as documentation agent, entered into a
364-Day Competitive Advance, Revolving Credit and Guaranty Agreement
(as previously amended, the "Credit Agreement") pursuant to which the
Banks agreed to make available to the Borrower Loans in an aggregate
principal amount not to exceed $125,000,000 at any time outstanding;
WHEREAS, the parties hereto desire to amend the Credit
Agreement as set forth herein and to restate the Credit Agreement in
its entirety giving effect to such amendment; and
WHEREAS, the Borrower, the Guarantors and the Banks have
agreed to amend and restate, on the terms and subject to the conditions
set forth herein, the Credit Agreement, to provide for the foregoing.
NOW, THEREFORE, for and in consideration of the premises
and the mutual covenants herein set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Guarantors, the Banks, the
Administrative Agent and the Documentation Agent hereby agree as
follows:
SECTION 1. All capitalized terms which are defined in the
Credit Agreement and not otherwise defined herein or in the recitals
hereto shall have the same meanings herein as in the Credit Agreement.
SECTION 2. All references to Section numbers in this 1999
Amendment and Restatement shall, except as the context requires, be
references to the corresponding Sections of the Credit Agreement.
SECTION 3. On and after the 1999 Restatement Effective
Date (as hereinafter defined), each reference in the Credit Agreement
to "this Agreement", "hereunder", "herein", or words of like import
shall mean and be a reference to the Credit Agreement, as amended and
restated hereby.
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SECTION 4. The Credit Agreement is hereby amended by
deleting the heading in its entirety and substituting in lieu thereof
the following:
AMENDED AND RESTATED 364-DAY COMPETITIVE ADVANCE,
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of October
21, 1999, among DENTSPLY INTERNATIONAL INC., a Delaware
corporation (the "Borrower"), the guarantors named herein
(the "Guarantors"), the banks named herein (individually a
"Bank" and collectively the "Banks"), THE CHASE MANHATTAN
BANK, a New York banking corporation, as administrative
agent for the Banks (in such capacity, the "Administrative
Agent") and ABN AMRO BANK N.V., as documentation agent for
the Banks (in such capacity, the "Documentation Agent").
SECTION 5. The fourth sentence of the introductory
statement of the Credit Agreement is hereby amended by deleting such
sentence in its entirety and substituting therefor the following
sentence:
The proceeds of all such borrowings are to be used
for working capital and general corporate purposes, including
acquisitions in the health care products industry.
SECTION 6. Article 1 of the Credit Agreement is hereby
amended by:
(a) Deleting the definition of "Applicable Percentage" in
its entirety and substituting in lieu thereof the following:
"Applicable Percentage" shall mean .3200% per annum.
(b) Adding in the appropriate alphabetical order the
definition of "CP Rating" which shall read in its entirety as follows:
"CP Rating" shall mean the ratings of S&P and
Moody's, respectively, applicable to commercial paper (with an
original maturity not exceeding one year) of the Borrower that is
not guaranteed by any other Person or subject to any other credit
enhancement.
(c) Adding in the appropriate alphabetical order the
definition of "Index Debt" which shall read in its entirety as follows:
"Index Debt" shall mean senior, unsecured, long-term
indebtedness for borrowed money of the Borrower that is not
guaranteed by any other Person or subject to any other credit
enhancement.
(d) Adding in the appropriate alphabetical order the
definition of "Moody's" which shall read in its entirety as follows:
"Moody's" shall mean Moody's Investors Services, Inc.
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(e) Adding in the appropriate alphabetical order the
definition of "S&P" which shall read in its entirety as follows:
"S&P" shall mean Standard & Poor's.
(f) Deleting the reference to "October 22, 1998" in the
definition of "Termination Date" and substituting in lieu thereof
"October 19, 2000".
(g) Deleting the definition of "Term-Out Applicable
Percentage" in its entirety and substituting in lieu therefor the
following:
"Term-Out Applicable Percentage" shall mean on any
date, with respect to (a) the Facility Fee, (b) any Loans
comprising any LIBOR Revolving Credit Borrowing or (c) the
Utilization Fee, the applicable percentage set forth in the table
below based upon the ratings by S&P and Moody's, respectively,
applicable on such date to the Index Debt:
-------------------------------------------------------------------
Ratings Applicable to Applicable Applicable Applicable
Index Debt Percentage Percentage Percentage
(S&P/Moody's) Facility Fee LIBOR Utilization
Borrowing Fee
-------------------------------------------------------------------
-------------------------------------------------------------------
Category 1 .070% .280% .100%
A/A2 or higher
-------------------------------------------------------------------
-------------------------------------------------------------------
Category 2 .080% .320% .100%
A-/A3
-------------------------------------------------------------------
-------------------------------------------------------------------
Category 3 .100% .525% .125%
BBB+/Baa1
-------------------------------------------------------------------
-------------------------------------------------------------------
Category 4 .125% .625% .250%
BBB/Baa2
-------------------------------------------------------------------
-------------------------------------------------------------------
Category 5 .150% .850% .250%
lower than or equal to
BBB-/Baa3
-------------------------------------------------------------------
For purposes of the foregoing, (i) if either S&P or
Moody's shall not have
in effect a rating for
the Index Debt, then
the Term-Out
Applicable Percentage
shall be based on the
other rating agency's
rating; (ii) if both
S&P and Moody's shall
not have in
93
effect a
rating for the Index
Debt (other than by
reason of the
circumstances referred
to in the last
sentence of this
definition) and (I)
the CP Rating is A2/P2
or higher, then the
Term-Out Applicable
Percentage shall be
based on the lower of
Category 3 and the
Category corresponding
to the rating for
Index Debt most
recently available,
(II) the CP Rating is
A3/P3, then the
Term-Out Applicable
Percentage shall be
based on Category 5
or (III) if (x) S&P
has a CP Rating of B
or below, (y) Moody's
has a CP Rating of Not
Prime, or (z) either
S&P or Moody's shall
not have in effect a
CP Rating, then the
Term-Out Applicable
Percentage shall be
based on Category 5;
(iii) if the ratings
established by S&P and
Moody's for the Index
Debt shall fall within
different Categories,
then (A) if both such
ratings fall within
adjacent Categories,
the Term-Out
Applicable Percentage
shall be based on the
higher of the two
ratings and (B) if
both such ratings fall
within non-adjacent
Categories, the
Term-Out Applicable
Percentage shall be
based on the Category
immediately above the
lower of the two
ratings; and (iv) if
the ratings
established by S&P and
Moody's for the Index
Debt shall be changed
(other than as a
result of a
94
change in
the rating system of
S&P or Moody's), such
change shall be
effective as of the
date on which it is
first announced by the
applicable rating
agency. Each change
in the Term-Out
Applicable Percentage
shall apply during the
period commencing on
the effective date of
such change and ending
on the date
immediately preceding
the effective date of
the next such change.
If the rating system
of S&P or Moody's
shall change, or if
either such rating
agency shall cease to
be in the business of
rating corporate debt
obligations, the
Borrower and the Banks
shall negotiate in
good faith to amend
this definition to
reflect such changed
rating system or the
unavailability of
ratings from such
rating agency and,
pending the
effectiveness of any
such amendment, the
Term-Out Applicable
Percentage shall be
determined by
reference to the
rating most recently
in effect prior to
such change or
cessation. For
purposes of this
definition, a
reference to the
"lower" of two
Categories shall mean
the Category
designated by the
highest integer
(Category 5 being the
lowest Category).
(h) Adding in the appropriate alphabetical order the
definition of "Utilization Fee" which shall read in its entirety as
follows:
95
"Utilization Fee" shall have the meaning assigned to
such term in Section 2.07(b).
SECTION 7. Article 2 of the Credit Agreement is hereby
amended as follows:
(a) Section 2.07(c) shall become Section 2.07(d).
(b) Section 2.07(b) shall become Section 2.07(c) and the
reference therein to "September 17, 1997" is deleted and substituted in
lieu thereof shall be a reference to "September 28, 1999".
(c) A new Section 2.07(b) shall be inserted after Section
2.07(a) and shall read as follows:
(b) The Borrower agrees to pay to each Bank,
through the Administrative Agent, on each March 31, June 30,
September 30 and December 31 and on the Maturity Date or any
earlier date on which the Commitment of such Bank shall have
terminated and the outstanding Loans of such Bank have been
repaid in full, a utilization fee (a "Utilization Fee") at a
rate per annum equal to (i) from the date hereof through the
Termination Date, .100% on the aggregate amount of each Bank's
outstanding Loans for each day on which the outstanding
principal amount of Loans shall be greater than 33.33% of the
total Commitments and (ii) thereafter, the Term-Out Applicable
Percentage from time to time in effect (as determined in
accordance with Section 2.09(e)) on the aggregate amount of each
Bank's outstanding Loans. All Utilization Fees shall be
computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day
but excluding the last day).
(d) The text of Section 2.09(e) is deleted in its
entirety substituting in lieu thereof the following:
The Term-Out Applicable Percentage shall be
determined based upon the ratings by S&P or Moody's, or both,
applicable to the Index Debt.
(e) The proviso at the end of the third sentence in
Section 2.12(d) stating "; provided, however, that no Bank may agree to
increase its Commitment hereunder unless it shall have agreed to
ratably increase its Commitment under the Facility B Credit Agreement
(if the Facility B Credit Agreement is then in effect)" is deleted in
its entirety.
(f) A new Section 2.12(f) shall be inserted after Section
2.12(e) and shall read as follows:
(f) Notwithstanding the provisions of Section
2.12(d), during the period of October 21, 1999 to December 21,
1999, the Borrower may, by written
96
notice to the Administrative Agent, executed by the Borrower and one or
more banks or other financial institution (any such bank or other
financial institution referred to in this clause (e) being called a
"Prospective Bank"), which may include any Bank, cause the Commitments of
the Prospective Banks to be increased (or cause Commitments to be
extended by the Prospective Banks, as the case may be) in an amount for
each Prospective Bank set forth in such notice, provided, however, that
(a) the Total Commitment after giving effect to such increase plus the
aggregate amount of the commitments of the Banks to make loans under the
Facility B Credit Agreement (after giving effect to any outstanding
requests by the Borrower to increase such commitments) shall in no event
exceed $350,000,000, (b) the Total Commitment shall in no event exceed
$125,000,000, (c) each Prospective Bank, if not already a Bank hereunder,
shall be subject to the approval of the Administrative Agent (which
approval shall not be unreasonably withheld) and (d) each Prospective
Bank, if not already a Bank hereunder, shall become a party to this
Agreement on such date or dates as may be mutually satisfactory to such
Prospective Bank, the Borrower and the Administrative Agent, subject to
the Administrative Agent's receipt of a duly completed and executed
Accession Agreement in the form of Exhibit F hereto. Increases and new
Commitments created pursuant to this clause (e) shall become effective
(A) in the case of Prospective Banks already parties hereunder, on the
date specified in the notice delivered pursuant to this paragraph and (B)
in the case of Prospective Banks not already parties hereunder, on the
effective date of the Accession Agreement. Upon the effectiveness of any
Accession Agreement to which any Prospective Bank is a party, (i) such
Prospective Bank shall thereafter be deemed to be a party to this
Agreement and shall be entitled to all rights, benefits and privileges
accorded a Bank hereunder and subject to all obligations of a Bank
hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to
reflect the Commitment of the additional Bank as provided in such
Accession Agreement. Upon the effectiveness of any increase in the
Commitment pursuant to this paragraph of a Bank already a party
hereunder, Schedule 2.01 shall be deemed to have been amended to reflect
the increased Commitment of such Bank. Notwithstanding the foregoing, no
increase in the Total Commitment (or in the Commitment of any Bank) shall
become effective under this paragraph unless, on the date of such
increase, the conditions set forth in paragraphs (b) and (c) of Section
4.01 shall be satisfied (with all references in such paragraphs to a
Borrowing being deemed to be references to such increase) and the
Administrative Agent shall have received a certificate to that effect
dated such date and executed by a Financial Officer of the Borrower.
Following any increase of a Bank's Commitment or any extension of a new
Commitment pursuant to this paragraph, any Revolving Credit Loans
outstanding prior to the effectiveness of such increase or extension
shall continue outstanding until the ends of the respective interests
periods applicable thereto, and shall then be repaid or refinanced with
new Revolving Credit Loans made pursuant to Sections 2.01 and 2.05.
97
(f) A new Section 2.23 (i) shall be inserted after
Section 2.23(h) and shall read as follows:
(i) Notwithstanding anything to the contrary
contained herein, any Bank (a "Granting Bank") may grant to a
special purpose funding vehicle (an "SPC"), identified as such
in writing from time to time by the Granting Bank to the
Administrative Agent and the Borrower, the option to provide to
the Borrower all or any part of any Loan that such Granting Bank
would otherwise be obligated to make to the Borrower pursuant to
this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to make any Loan and (ii) if
an SPC elects not to exercise such option or otherwise fails to
provide all or any part of such Loan, the Granting Bank shall be
obligated to make such Loan pursuant to the terms hereof. The
making of a Loan by an SPC hereunder shall utilize the
Commitment of the Granting Bank to the same extent, and as if,
such Loan were made by such Granting Bank. Each party hereto
hereby agrees that no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement (all liability
for which shall remain with the Granting Bank). In furtherance
of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment
in full of all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join
any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under the laws of the United States or
any State thereof. In addition, notwithstanding anything to the
contrary contained in this paragraph, any SPC may (i) with
notice to, but without the prior written consent of, the
Borrower and the Administrative Agent and without paying any
processing fee therefor, assign all or a portion of its
interests in any Loans to the Granting Bank or to any financial
institution providing liquidity and/or credit support to or for
the account of such SPC to support the funding or maintenance of
Loans and (ii) disclose on a confidential basis any non-public
information relating to its Loans (A) to any rating agency,
commercial paper dealer or provider of any surety undertaking,
guarantee or credit or liquidity enhancement to such SPC that,
in each case shall have been advised of the confidentiality of
such information and the restrictions contained in Section 10.11
on its disclosure to third parties, or (B) to other Persons as
provided, and subject to the limitations set forth, in Section
10.11. The SPC shall be entitled to the benefits of Sections
2.15 and 2.22 to the same extent, and subject to the same
limitations, as if it were a Bank and had acquired its interest
by assignment pursuant to paragraph (b) of this Section. This
paragraph may not be amended without the written consent of any
SPC which shall have made a Loan hereunder for as long as such
Loan shall be outstanding.
98
SECTION 8. Article 3 of the Credit Agreement is hereby
amended as follows:
(a) Each of Sections 3.05(a) and 3.06 of the Credit
Agreement is amended by deleting each reference therein to (i) "1996"
and substituting in lieu thereof a reference to "1998" and (ii) "1997"
and substituting in lieu thereof a reference to "1999".
(b) A new Section 3.20 shall be inserted after Section
3.19 and shall read as follows:
SECTION 3.20. Year 2000. Any reprogramming
required to permit the proper functioning, in and following the
year 2000, of (i) the material computer systems of the Borrower
and the Subsidiaries and (ii) equipment containing embedded
microchips (including systems and equipment supplied by others
or with which the Borrower's or such Subsidiary's systems
interface) that is material to the business of the Borrower and
the Subsidiaries, taken as a whole, and the testing of all such
systems and equipment, as so reprogrammed, has been completed.
The cost to the Borrower and each of its Subsidiaries of such
reprogramming and testing and of the reasonably foreseeable
consequences of year 2000 to the Borrower and each of the
Subsidiaries (including, without limitation, reprogramming
errors and the failure of others' systems or equipment) will
not, in the aggregate, result in an Event of Default or a
material adverse change in the business, assets, condition
(financial or otherwise) or results of operations of the
Borrower and the Subsidiaries taken as a whole. The computer
and management information systems of the Borrower and each of
the Subsidiaries are and, with ordinary course upgrading and
maintenance, will continue for the term of this Agreement to be,
sufficient to permit the Borrower and each of the Subsidiaries
to conduct its business without the occurrence of any such
material adverse change.
SECTION 9. Article 4 of the Credit Agreement is hereby
amended as follows:
(a) Section 4.01 (e) shall become Section 4.01 (f).
(b) A new Section 4.01 (e) shall be inserted after Section
4.01 (d) and shall read as follows:
(e) Corporate Documents. The Administrative Agent
shall have received a certificate of the Secretary of each of
the Borrower and each Guarantor, each dated as of or before the
date of the proposed borrowing certifying as to attached
resolutions of the Board of Directors of the Borrower and the
Guarantors approving and authorizing the transactions
contemplated under, and the performance by the Borrower and the
Guarantors of, this 1999
99
Amendment and Restatement and ratifying
the execution and delivery of this 1999 Amendment and
Restatement.
SECTION 10. Schedule 2.01 ("Commitments") to the Credit
Agreement shall be deleted in its entirety, and Schedule 2.01, attached
hereto, shall be substituted in lieu thereof as Schedule 2.01 to the
Credit Agreement, to the effect that the aggregate Commitments of the
Banks under the Credit Agreement, as amended hereby, shall be equal to
$125,000,000, and the Commitment of each Bank after the effectiveness
of this 1999 Amendment and Restatement shall be the amount set forth
beside such Bank's name on such Schedule 2.01 to the Credit Agreement,
as amended hereby, as such amount may be adjusted from time to time
pursuant to the terms of the Credit Agreement.
SECTION 11. A new Exhibit F ("Form of Accession
Agreement") to the Credit Agreement is hereby attached to the Credit
Agreement, and shall consist of Exhibit F attached hereto.
SECTION 12. By its execution and delivery hereof, the
Borrower and the Guarantors represent and warrant:
(a) Before and after giving effect to the amendments
provided for herein, (i) the representations and warranties contained
in Article III of the Credit Agreement, as amended by this 1999
Amendment and Restatement, are true and correct on and as of the date
hereof and the 1999 Restatement Effective Date as though made by the
Borrower and the Guarantors on and as of each such date, and (ii) no
Event of Default (or event that with the passage of time or notice or
both would become an Event of Default) has occurred and is continuing
or would result from the execution and delivery of this 1999 Amendment
and Restatement; and
(b) the Borrower and the Guarantors have all requisite
corporate power and authority to execute, deliver and perform this 1999
Amendment and Restatement; this 1999 Amendment and Restatement has been
authorized by proper corporate proceedings and constitutes the legal,
valid and binding obligation of the Borrower and the Guarantors
enforceable in accordance with its terms.
SECTION 13. This 1999 Amendment and Restatement shall
become effective as of October 21, 1999 (the "1999 Restatement
Effective Date"); provided, that, (a) the Administrative Agent shall
have received by such date:
(i) counterparts of this 1999 Amendment and Restatement
duly and validly executed by the Borrower and the Required Banks;
(ii) an Officer's Certificate in form and substance
satisfactory to the Administrative Agent and counsel to the
Administrative Agent (certifying as to attached resolutions of
the Board of Directors of the Borrower and the Guarantors
approving and authorizing the transactions contemplated under
this 1999
100
Amendment and Restatement and the execution, delivery
and performance by the Borrower and the Guarantors of this 1999
Amendment and Restatement);
(iii) an opinion of Borrower's counsel in form and
substance reasonably satisfactory to the Administrative Agent
and counsel to the Administrative Agent;
(iv) such other evidence of the corporate power and
authority of the Borrower and the Guarantors to execute, deliver
and perform this 1999 Amendment and Restatement as the
Administrative Agent may reasonably request; and
(v) all Facility Fees and interest accrued under the
Credit Agreement prior to the 1999 Restatement Effective Date;
and
(b) all Loans outstanding under the Credit Agreement prior
to the effectiveness of this 1999 Amendment and Restatement shall have
been repaid, together with accrued interest.
SECTION 14. On the 1999 Restatement Effective Date, the
Credit Agreement, as amended hereby, shall be deemed incorporated
herein by reference and restated in its entirety.
SECTION 15. The Borrower agrees to pay on demand all
costs and expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this 1999 Amendment and
Restatement (including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent with
respect thereto).
SECTION 16. THIS 1999 AMENDMENT AND RESTATEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK AND SHALL BE BINDING UPON THE BORROWER, THE ADMINISTRATIVE
AGENT AND THE BANKS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 17. This 1999 Amendment and Restatement may be
executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument. Delivery of an executed
counterpart of a signature page of this 1999 Amendment and Restatement
by telecopy shall be as effective as delivery of a manually executed
counterpart of this 1999 Amendment and Restatement.
101
IN WITNESS WHEREOF, the parties hereto, by their
officers thereunto duly authorized, have executed this 1999 Amendment
and Restatement as of the day and year first above written.
DENTSPLY INTERNATIONAL INC.,
by____________________________
Name:
Title:
by____________________________
Name:
Title:
CERAMCO INC.,
by____________________________
Name:
Title:
CERAMCO MANUFACTURING CO.,
by____________________________
Name:
Title:
EUREKA X-RAY TUBE CORP.,
by____________________________
Name:
Title:
102
MIDWEST DENTAL PRODUCTS
CORPORATION,
by____________________________
Name:
Title:
NEW IMAGE INDUSTRIES, INC.,
by____________________________
Name:
Title:
RANSOM & RANDOLPH COMPANY,
by____________________________
Name:
Title:
TULSA DENTAL PRODUCTS INC.,
by____________________________
Name:
Title:
DENTSPLY RESEARCH & DEVELOPMENT
CORP.,
by____________________________
Name:
Title:
103
THE CHASE MANHATTAN BANK,
individually and as
Administrative Agent,
by____________________________
Name:
Title:
Address: 270 Park Avenue,
48th Floor
New York, NY 10017
Telecopier No.: 212-270-3279
ABN AMRO BANK N.V., individually
and as Documentation Agent,
by____________________________
Name:
Title:
by____________________________
Name:
Title:
Address: One PPG Place,
Suite 2950
Pittsburgh, PA 15222
Telecopier No.: 412-566-2266
104
MELLON BANK, N.A.,
by____________________________
Name:
Title:
Address: 1735 Market St.,
7th Floor
Philadelphia, PA 19103
Telecopier No.: 215-553-4899
ALLFIRST BANK,
by____________________________
Name:
Title:
Address: 96 S. George St.
Box 1867
York, PA 17405
Telecopier: 717-771-4914
HARRIS TRUST AND SAVINGS BANK,
by____________________________
Name:
Title:
Address: 111 West Monroe-10W
Chicago, IL 60690
Telecopier No.: 312-461-5225
105
FIRST UNION,
by____________________________
Name:
Title:
Address: 600 Penn St.
Redding, PA 19603
Telecopier No.: 610-655-1514
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY,
by____________________________
Name:
Title:
Address: 1251 Avenue of the Americas
New York, NY 10020
Telecopier No.: 212-782-6440
HSBC BANK, USA,
by____________________________
Name:
Title:
Address: 140 Broadway, 4th Floor
New York, NY 10005-1196
Telecopier No.: 212-658-5109
106
WACHOVIA BANK, N.A.,
by____________________________
Name:
Title:
Address: 191 Peachtreet St., NE
Atlanta, GA 30303
Telecopier No.: 404-332-6898
107
Schedule 2.01
Commitments
Facility A
- ----------------------------------------------------------------------
Name Commitment Amount
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
The Chase Manhattan Bank $ 18,800,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
ABN AMRO Bank N.V. $ 16,600,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Mellon Bank N.A. $ 14,600,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Allfirst Bank $ 14,600,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Harris Trust and Savings Bank $ 14,600,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
First Union $ 12,500,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Bank of Tokyo-Mitsubishi Trust Company $ 12,500,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
HSBC Bank, USA $ 10,400,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Wachovia Bank, N.A. $ 10,400,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
TOTAL $ 125,000,000
- ----------------------------------------------------------------------
108
Exhibit F
[Form of]
ACCESSION AGREEMENT
AGREEMENT dated as of , among [NAME OF
ACCEDING BANK] (the "Acceding Bank"), DENTSPLY
INTERNATIONAL INC., a Delaware corporation (the
"Borrower"), and THE CHASE MANHATTAN BANK, a New York
banking corporation ("Chase"), as administrative agent (the
"Administrative Agent") for the Banks (as defined in the
Credit Agreement referred to below).
A. Reference is made to the Amended and Restated 364-Day
Competitive Advance, Revolving Credit and Guaranty Agreement dated as
of October 21, 1999, (as amended or modified from time to time, the
"Credit Agreement"), among the Borrower, the guarantors named therein,
the banks named therein (individually a "Bank" and collectively the
"Banks"), the Administrative Agent and ABN AMRO BANK N.V., as
Documentation Agent.
B. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit
Agreement.
C. The Borrower has invited, and the Acceding Bank desires, to
become a party to the Credit Agreement and to assume the obligations of
a Bank thereunder. The Acceding Bank is entering into this Agreement
in accordance with the provisions of the Credit Agreement in order to
become a Bank thereunder.
Accordingly, the Acceding Bank, the Borrower and the
Administrative Agent agree as follows:
SECTION 1. Accession to the Credit Agreement. (a) The Acceding
Bank, as of the Effective Date, hereby accedes to the Credit Agreement
and shall thereafter have the rights and obligations of a Bank
thereunder with the same force and effect as if originally named
therein as a Bank.
(b) The Commitment of the Acceding Bank shall equal the amount
set forth opposite its signature hereto.
SECTION 2. Representations and Warranties, Agreements of
Acceding Bank, etc. The Acceding Bank (a) represents and warrants that
it is legally authorized to enter into this Agreement; (b) confirms
that it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to
Section 5.05 of the Credit Agreement and such other documents and
information as it has deemed appropriate to make its own credit
analysis and decision to enter into this
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Agreement; (c) confirms that it will independently and without reliance
upon the Administrative Agent or any Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement;
(d) appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under the Credit Agreement as
are delegated to the Administrative Agent by the terms thereof, together with
such powers as are reasonably incidental thereto; and (e) agrees that it will
perform, in accordance with the terms of the Credit Agreement, all the
obligations that by the terms of the Credit Agreement are required to be
performed by it as a Bank.
SECTION 3. Effectiveness. (a) This Agreement shall become
effective on (the "Effective Date"), subject to the
Administrative Agent's receipt of (i) counterparts of this Agreement
duly executed on behalf of the Acceding Bank and the Borrower and
(ii) if the Acceding Bank is organized under the laws of a jurisdiction
outside the United States, the forms specified in Section 2.22(a) of
the Credit Agreement duly completed and executed by the Acceding Bank.
(b) Upon the effectiveness of this Agreement, the Administrative
Agent shall (i) record the information contained herein in the
Register and (ii) give prompt notice thereof to the Banks.
SECTION 4. Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall constitute an original, but
all of which, when taken together, shall constitute but one instrument.
SECTION 5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Severability. In case any one or more of the
provisions contained in this Agreement should be held invalid, illegal
or unenforceable in any respect, none of the parties hereto shall be
required to comply with such provision for so long as such provision is
held to be invalid, illegal or unenforceable, but the validity,
legality and enforceability of the remaining provisions contained
herein and in the Credit Agreement shall not in any way be affected or
impaired. The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.
SECTION 7. Notices. All communications and notices hereunder
shall be in writing and given as provided in Section 10.01 of the
Credit Agreement. All communications and notices hereunder to the
Acceding Bank shall be given to it at the address set forth under its
signature hereto, which information, together with the amount of the
Acceding Bank's Commitment, supplements Schedule 2.01 to the Credit
Agreement.
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IN WITNESS WHEREOF, the Acceding Bank, the Borrower and the
Administrative Agent have duly executed this Agreement as of the day
and year first above written.
Commitment [NAME OF ACCEDING BANK],
$
by______________________________
Name:
Title:
Address:
DENTSPLY INTERNATIONAL INC.,
by______________________________
Name:
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent,
by______________________________
Name:
Title:
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