EXHIBIT 4.1(d)
EXECUTION COPY
AMENDMENT No. 1, dated as of January 20,
2000 (this "Amendment"), to the 5-Year
Competitive Advance, Revolving Credit and
Guaranty Agreement dated as of October 23, 1997
(the "Credit Agreement"), among DENTSPLY
INTERNATIONAL INC., a Delaware corporation (the
"Borrower"), the Guarantors named therein, the
Banks from time to time party thereto (the
"Banks"), THE CHASE MANHATTAN BANK, a New York
banking corporation ("Chase"), as Administrative
Agent for the Banks, and ABN AMRO BANK N.V., as
Documentation Agent for the Banks.
The Borrower has requested that the Required
Banks agree to amend the Credit Agreement as set forth
herein and the Required Banks are willing to agree to such
amendment on the terms and subject to the conditions set
forth herein. Each capitalized term used and not
otherwise defined herein shall have the meaning assigned
to such term in the Credit Agreement.
Accordingly, the parties hereto agree as follows:
SECTION 1. Amendment to Credit Agreement.
Section 2.01(a) of the Credit Agreement is hereby amended
by replacing the amount "$50,000,000" in the final clause
thereof with the amount "$100,000,000".
SECTION 2. Representations and Warranties.
The Borrower represents and warrants to each other party
hereto that, after giving effect to this Amendment,
(a) the representations and warranties set forth in
Article III of the Credit Agreement are true and correct in
all material respects on and as of the date of this
Amendment, except to the extent such representations and
warranties expressly relate to an earlier date, and (b) no
Default or Event of Default has occurred and is continuing.
SECTION 3. Effectiveness. This Amendment
shall become effective as of the date set forth above when
the Administrative Agent or its counsel shall have
received counterparts of this Amendment which, when taken
together, bear the signatures of the Borrower, the
Guarantors and the Required Banks.
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SECTION 4. Effect of Amendment. Except as
expressly set forth herein, this Amendment shall not by
implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of
the Banks or the Administrative Agent under the Credit
Agreement, and shall not alter, modify, amend or in any
way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement,
all of which are ratified and affirmed in all respects and
shall continue in full force and effect. Nothing herein
shall be deemed to entitle the Borrower to a consent to,
or a waiver, amendment, modification or other change of,
any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement in similar or
different circumstances. This Amendment shall apply and
be effective only with respect to the provisions of the
Credit Agreement specifically referred to herein.
SECTION 5. Counterparts. This Amendment may
be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed an
original, but all such counterparts together shall
constitute but one and the same instrument. Delivery of
any executed counterpart of a signature page of this
Amendment by facsimile transmission shall be as effective
as delivery of a manually executed counterpart hereof.
SECTION 6. Applicable Law. THIS AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed by their
respective authorized officers as of the day and year
first above written.
DENTSPLY INTERNATIONAL INC.,
by
Name:
Title:
THE CHASE MANHATTAN BANK,
individually and as
Administrative Agent,
by
Name:
Title:
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Each of the Guarantors hereby acknowledges receipt of and
consents to this Amendment:
CERAMCO INC.
CERAMCO MANUFACTURING CO.
DENTSPLY FINANCE CO.
DENTSPLY INTERNATIONAL PREVENTIVE CARE DIVISION, L.P.
DENTSPLY RESEARCH & DEVELOPMENT CORP.
GAC INTERNATIONAL, INC.
MIDWEST DENTAL PRODUCTS CORPORATION
RANSOM & RANDOLPH COMPANY
TULSA DENTAL PRODUCTS INC.
by ________________________
Name:
Title: Authorized Signatory
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SIGNATURE PAGE to
AMENDMENT No. 1 to DENTSPLY
INTERNATIONAL INC. 5-YEAR CREDIT
AGREEMENT, dated as of JANUARY 20, 2000
To approve Amendment:
Name of Institution:
by
Name:
Title:
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