1
EXHIBIT 4.3
FORM OF CAF ADVANCE NOTE
New York, New York
$300,000,000 July __, 1996
FOR VALUE RECEIVED, each of the undersigned, Sybron International
Corporation ("Parent"), a Wisconsin corporation, Kerr Corporation ("Kerr"), a
Delaware Corporation, and Nalge Company ("Nalge"), a Delaware Company (each, a
"Revolving Credit Borrower"), severally, hereby unconditionally promises to pay
to the order of (the "Lender") at the office
of Chemical Bank located at 270 Park Avenue, New York, New York 10017, in
lawful money of the United States of America and in immediately available
funds, the principal amount of (a) THREE HUNDRED MILLION DOLLARS
($300,000,000), or, if less, (b) the aggregate unpaid principal amount of each
CAF Advance which is made by the Lender to such Revolving Credit Borrower
pursuant to subsection 2.4 of the Credit Agreement, as hereinafter defined.
The principal amount of each CAF Advance evidenced hereby shall be payable on
the CAF Advance Maturity Date therefor set forth on the schedule attached
hereto and made a part hereof or on a continuation of such schedule which shall
be attached hereto and made a part hereof (the "Grid"). Each Revolving Credit
Borrower, severally, further agrees to pay interest in like money at such
office on the unpaid principal amount of each CAF Advance made to such
Revolving Credit Lender, at the rate per annum set forth in respect of such CAF
Advance on the Grid, calculated on the basis of a year of 360 days and actual
days elapsed from the Borrowing Date of such CAF Advance until the due date
thereof (whether at the stated maturity, by acceleration or otherwise) and
thereafter at the rates determined in accordance with subsection 2.6(c) of the
Credit Agreement. Interest on each CAF Advance evidenced hereby shall be
payable on the date or dates set forth in respect of such CAF Advance on the
Grid. CAF Advances evidenced by this Note may not be prepaid.
The holder of this Note is authorized to endorse on the Grid the Borrowing
Date, amount, Interest rate, Interest Payment Dates and CAF Advance Maturity
Date in respect of each CAF Advance made pursuant to subsection 2.4 of the
Credit Agreement and each payment of principal with respect thereto. Each such
endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed. The failure to make any such endorsement shall not
affect the obligations of the Borrower in respect of such CAF Advance.
This Note is one of the CAF Advance Notes referred to in the Amended and
Restated Credit Agreement dated as of July 31, 1995 (as amended, supplemented
or otherwise modified from time to
time, the "Credit Agreement"), among the Parent, the Subsidiary Borrowers, the
Lender, the other banks and financial institutions from time to time parties
thereto, Chemical Securities Inc., as Arranger, and Chemical Bank, as
Administrative Agent, and is subject to the provisions of the Credit Agreement.
2
2
Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.
All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.
Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SYBRON INTERNATIONAL CORPORATION
By___________________________________
Title:
KERR CORPORATION
By___________________________________
Title:
NALGE COMPANY
By___________________________________
Title:
3
SCHEDULE OF CAF ADVANCES
_________________, Lender
Sybron International Corporation, Revolving Credit Borrower
Credit Agreement dated as of July 31, 1995
CAF Advance
Borrowing Amount of CAF Interest Payment CAF Advance
Date of CAF Advance Advance Interest Rate Dates Maturity Date Payment Date Authorization
4
SCHEDULE OF CAF ADVANCES
_________________, Lender
Kerr Corporation, Revolving Credit Borrower
Credit Agreement dated as of July 31, 1995
CAF Advance
Borrowing Amount of CAF Interest Payment CAF Advance
Date of CAF Advance Advance Interest Rate Dates Maturity Date Payment Date Authorization
5
SCHEDULE OF CAF ADVANCES
_________________, Lender
Nalge Company, Revolving Credit Borrower
Credit Agreement dated as of July 31, 1995
<Caption
CAF Advance
Borrowing Amount of CAF Interest Payment CAF Advance
Date of CAF Advance Advance Interest Rate Dates Maturity Date Payment Date Authorization