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EXHIBIT 4.1
FIRST AMENDMENT, dated as of July 1, 1998 (this "Amendment"),
to the Second Amended and Restated Credit Agreement, dated as of April 25, 1997
(the "Credit Agreement"), among Sybron International Corporation, a Wisconsin
corporation (the "Parent"), Ormco Corporation, a Delaware corporation
("Ormco"), Kerr Corporation, a Delaware corporation ("Kerr"), Nalge Nunc
International Corporation, a Delaware corporation ("NNI"), Erie Scientific
Company, a Delaware corporation ("Erie"), Barnstead Thermolyne Corporation, a
Delaware corporation ("Barnstead"; Ormco, Kerr, NNI, Erie and Barnstead are
collectively referred to herein as the "Subsidiary Borrowers"), the several
banks and other financial institutions from time to time parties thereto (the
"Lenders"), Chase Securities Inc., as Arranger, and The Chase Manhattan Bank, a
New York banking corporation, as administrative agent for the Lenders
thereunder (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Parent and the Subsidiary Borrowers; and
WHEREAS, the Parent and the Subsidiary Borrowers have
requested, and, upon this Amendment becoming effective, the Lenders have
agreed, that (i) additional term loan commitments of the Lenders shall be
extended by $100,000,000 in the aggregate and (ii) certain provisions of the
Credit Agreement be amended in the manner provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. Defined Terms. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.
II. Amendments to Credit Agreement.
1. Amendments to Section 1. (a) Subsection 1.1 of the
Credit Agreement is hereby amended by deleting the definitions of "Aggregate
Commitment", "Amendment Effective Date", "Commitment Percentage",
"Commitments", "Excepted Indebtedness," "Notes" contained therein in their
entirety and adding the following definitions in alphabetical order:
"`Additional Term Loans': as defined in subsection 2.28.
`Additional Term Loan Commitment': with respect to each
Lender, the amount set forth under the heading "Additional Term Loan
Commitment" opposite such Lender's name on Schedule I, as such amount
may be reduced from time to time pursuant to this Agreement.
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`Additional Term Loan Commitment Percentage': as to any
Lender at any time, the percentage which such Lender's Additional Term
Loan Commitment then constitutes of the Aggregate Additional Term Loan
Commitment.
`Additional Term Notes': as defined in subsection 2.29.
`Aggregate Additional Term Loan Commitment': shall mean
$100,000,000, as such amount may be reduced from time to time
pursuant to the terms of this Agreement.
`Aggregate Commitment': shall mean the amount equal to (a)
prior to the Amendment Effective Date, the sum of the aggregate
principal amount of the Term Loans outstanding, the Aggregate
Additional Term Loan Commitment and the Aggregate Revolving Credit
Commitment, and (b) following the Amendment Effective Date, the sum of
the aggregate principal amount of the TA Loans outstanding and the
Aggregate Revolving Credit Commitment, or if the Aggregate Revolving
Credit Commitment has been terminated, the sum of the Aggregate
Outstanding Extensions of Credit of each Lender.
`Amendment Effective Date': the date on which the First
Amendment dated as of July 1, 1998 to the Credit Agreement became
effective pursuant to the terms thereof.
`Commitment Percentage': as to any Lender at any time, such
Lender's Term Loan Commitment Percentage, Additional Term Loan
Commitment Percentage or Revolving Credit Commitment Percentage, as
the context may require.
`Commitments': the collective reference to the Term Loan
Commitments, the Additional Term Loan Commitments and the Revolving
Credit Commitments; each as the context may require, a "Commitment".
`Consolidated Senior Debt': as of the date of determination,
the sum of (a) all Indebtedness of the Parent and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP (including
the Loans) minus (b) the aggregate principal amount of all outstanding
Subordinated Indebtedness and all outstanding Permitted Indebtedness.
`Excepted Indebtedness': the Indebtedness of the Parent or
any of its Subsidiaries permitted to exist pursuant to subsection 7.2
(other than subsection 7.2(h) thereof).
`Notes': the collective reference to the Revolving Credit
Notes, the CAF Advance Notes, the Swing Line Notes, the Term Notes and
the Additional Term Notes.
`Permitted Indebtedness': any unsecured Indebtedness of the
Parent or any of its Subsidiaries (a) no part of the principal of
which is stated to be payable or is required to be paid (whether by
way of mandatory sinking fund, mandatory redemption, mandatory
prepayment or otherwise) prior to the Termination Date, and the
payment of the principal of and any interest on which and other
obligations of the Parent and the Subsidiary Borrowers in respect
thereof are subordinated to the prior payment in full of the principal
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of and interest (including post-petition interest) on the Notes and
all other obligations and liabilities of the Parent and the Subsidiary
Borrowers to the Administrative Agent and the Lenders hereunder on
terms and conditions first approved (such approval not to be
unreasonably withheld) in writing by the Administrative Agent and (b)
otherwise containing terms, covenants and conditions reasonably
satisfactory in form and substance to the Administrative Agent, as
evidenced by its prior written approval.
`Senior Debt Ratio': on the date of any determination
thereof, the ratio of Consolidated Senior Debt on such date to
Consolidated Adjusted Operating Profit for the four full fiscal
quarters ending on such date; provided that for purposes of
calculating Consolidated Adjusted Operating Profit for any period of
four full fiscal quarters, the Consolidated Adjusted Operating Profit
of any Person acquired during such period shall be included on a pro
forma basis for such period of four full fiscal quarters (assuming the
consummation of each such acquisition and the incurrence or assumption
of any Indebtedness in connection therewith occurred on the first day
of such period of four full fiscal quarters and assuming only such
cost reductions as are related to such acquisition and are immediately
realizable as of the date of such acquisition). For purposes of this
calculation, Consolidated Adjusted Operating Profit of any such Person
acquired during such period shall be derived from a certificate, in
form and substance satisfactory to the Administrative Agent, of a duly
authorized financial officer of the Parent setting forth such
Consolidated Adjusted Operating Profit.
`TA Loan': the collective reference to the Term Loans and the
Additional Term Loans.
(b) Subsection 1.1 of the Credit Agreement is
hereby amended by deleting paragraph (2) in the definition of "Interest
Period" in its entirety and substituting in lieu thereof the following:
"(2) any Interest Period in respect of Revolving Credit
Loans that would otherwise extend beyond the Termination Date, and any
Interest Period in respect of the Term Loans or the Additional Term
Loans that would otherwise extend beyond the date final payment is due
on the Term Loans or the Additional Term Loans, shall end on the
Termination Date or such date of final payment, as the case may be;"
2. Amendments to Section 2. Section 2 is hereby amended
as follows:
(a) by deleting subsection 2.13 thereof in its entirety and
substituting in lieu thereof the following:
"2.13. Procedure for Additional Term Loan Borrowing.
The Parent shall give the Administrative Agent irrevocable
notice (which notice must be received by the Administrative
Agent prior to 10:00 A.M., New York City time, one Business
Day prior to the proposed Borrowing Date, if the Additional
Term Loans are to be initially ABR Loans, or three Business
Days prior to the proposed Borrowing Date, if the Additional
Term Loans
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are to be initially Eurodollar Loans, in whole or in part)
requesting that the Lenders make their portions of the
Additional Term Loans on the proposed Borrowing Date. Upon
receipt of such notice the Administrative Agent shall promptly
notify each Lender thereof. Not later than 11:00 A.M. on the
proposed Borrowing Date each Lender shall make available to
the Administrative Agent at its office specified in subsection
11.2 the amount of its relevant portion of its Additional Term
Loans in immediately available funds. The Administrative
Agent shall on such date credit the account of NNI on the
books of such office of the Administrative Agent with the
aggregate of the amounts made available to the Administrative
Agent for NNI by the Lenders and in like funds as received by
the Administrative Agent."
(b) by deleting each of the references to "Term Loans" in
subsection 2.14 and substituting in lieu thereof references to "Term Loans or
Additional Term Loans."
(c) by deleting in its entirety paragraph (c) of subsection
2.15 thereof and substituting in lieu thereof the following:
"(c) Any prepayment required by the terms of this
subsection 2.15 shall be applied first to the reduction of the
TA Loans in accordance with the following sentence until such
TA Loans shall have been satisfied in full and second to the
permanent reduction of the Aggregate Revolving Credit
Commitment. Prepayments of the TA Loans shall be made pro
rata between Term Loans and the Additional Term Loans based on
the outstanding aggregate principal amount thereof, and
prepayment of the Term Loans pursuant to this subsection 2.15
shall be applied equally between (i) the outstanding
installments of principal scheduled to be paid pursuant to
subsection 2.12 immediately succeeding the date of such
prepayment and (ii) the last outstanding scheduled
installments of principal pursuant to subsection 2.12.
Amounts prepaid on account of the TA Loans may not be
reborrowed."
(d) by deleting subsection 2.15(e) in its entirety and
substituting in lieu thereof the following:
"(e) The Parent may allocate any prepayment of the
Term Loans and the Additional Term Loans pursuant to this
subsection 2.15 among the Term Notes and the Additional Term
Notes, as the case may be, of the Subsidiary Borrowers as the
Parent may determine; provided that the Parent shall give the
Administrative Agent prior written notice of such allocation
not less than three Business Days prior to such prepayment;
and provided, further, that in the event that the Parent does
not so notify the Administrative Agent, the Administrative
Agent shall allocate such payments as it determines in its
sole discretion."
(e) by deleting each of the references in subsections 2.17
and 2.18 to "Term Loans" and substituting in lieu thereof references to "TA
Loans."
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(f) by adding the following subsections at the end of
Section 2:
"2.28 Additional Term Loans. Subject to the terms
and conditions hereof, each Lender severally agrees to make
term loans to NNI on the Amendment Effective Date in an
aggregate principal amount equal to such Lender's Additional
Term Loan Commitment Percentage of the Aggregate Additional
Term Loan Commitment (an "Additional Term Loan"). The
Additional Term Loans may from time to time be (i) Eurodollar
Loans, (ii) ABR Loans or (iii) a combination thereof, as
determined by the Parent and notified to the Administrative
Agent in accordance with subsections 2.13 and 2.17. The
Additional Term Loans shall mature on the Termination Date.
2.29 Additional Term Notes. NNI, upon the request
of an applicable Lender, shall issue a promissory note to
evidence the Additional Term Loans made by each Lender,
substantially in the form of Exhibit B-1 to this Agreement (an
"Additional Term Note"), with appropriate insertions therein
as to payee, date and principal amount, payable to the order
of such Lender and in a principal amount equal to the lesser
of such Lender's Additional Term Loan Commitment Percentage of
the Aggregate Additional Term Loan Commitment and the
aggregate amount of the Additional Term Loan (or portions
thereof) made by such Lender. An Additional Term Note and the
Obligation evidenced thereby may be assigned or otherwise
transferred in whole or in part only by registration of such
assignment or transfer of such Additional Term Note and the
Obligation evidenced thereby in the Register (and each
Additional Term Note shall expressly so provide). Any
assignment or transfer of all or part of an Obligation
evidenced by an Additional Term Note shall be registered in
the Register only upon surrender for registration of
assignment or transfer of the Additional Term Note evidencing
such Obligation, accompanied by an Assignment and Acceptance
substantially in the form of Exhibit I duly executed by the
Assignor thereof, and thereupon one or more new Additional
Term Notes shall be issued to the designated Assignee and the
old Additional Term Note shall be returned by the
Administrative Agent to the Borrower marked "cancelled." No
assignment of an Additional Term Note and the Obligation
evidenced thereby shall be effective unless it shall have been
recorded in the Register by the Administrative Agent as
provided in this subsection 2.29. Each Lender is hereby
authorized to record the date and amount of each payment or
prepayment of principal of its Additional Term Loan, each
continuation thereof, each conversion of all or a portion
thereof to another Type and, in the case of Eurodollar Loans,
the length of each Interest Period with respect thereto, on
the appropriate schedule annexed to and constituting a part of
its Additional Term Note (or any continuation thereof), and
any such recordation shall constitute prima facie evidence of
the accuracy of the information so recorded. The Additional
Term Note of each Lender shall (a) be dated the Amendment
Effective Date, (b) be stated to mature on the Termination
Date, and (c) provide for the payment of interest in
accordance with subsection 2.19."
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3. Amendments to Section 4. Section 4 of the Credit
Agreement is hereby amended as follows:
(a) by deleting subsection 4.16 thereof in its entirety and
substituting in lieu thereof the following:
"4.16 Purpose of Loans. (i) The proceeds of the
Term Loans shall be used to finance the general corporate
purposes of the Parent and its Subsidiaries, including
acquisitions (including the Remel Acquisition) permitted
hereunder and to refinance existing indebtedness (as set forth
on Schedule 4.16 to this Agreement) and to pay fees and other
expenses related thereto, (ii) the proceeds of the Additional
Term Loans shall be used to repay outstanding Revolving Credit
Loans and (iii) the proceeds of the Revolving Credit Loans,
the Swing Line Loans and the CAF Advances shall be used to
finance the working capital needs of the Parent and its
Subsidiaries and for general corporate purposes, including
acquisitions (including the Remel Acquisition) permitted
hereunder; provided that no more than $160,000,000 (subject to
any post-closing purchase price adjustments in accordance with
the Acquisition Documents) of the proceeds of the Loans may be
used to finance the Remel Acquisition."
(b) by adding the following subsection 4.26 at the end of
Section 4:
"4.26 Year 2000 Matters. The Borrowers have
conducted a review of their computer systems and equipment
containing embedded microchips to determine whether any
reprogramming is required to permit proper functioning of
these systems and equipment in and following the year 2000.
In respect of the year 2000, the Borrowers have plans in place
to complete system upgrades or reprogramming, and testing
thereof, by the end of March 1999, and are in the process of
communicating with vendors, suppliers and customers to
identify any potential issues which may affect the Borrowers.
Based upon the information the Borrowers have developed to
date, the cost to the Borrowers of such reprogramming,
upgrading and testing, and the reasonably foreseeable
consequences of year 2000 computer system issues relevant to
the Borrowers, will not result in a Default or a Material
Adverse Effect. Except for such of the reprogramming and
upgrading referred to in the preceding sentence as may be
necessary, the computer and management information systems of
the Borrowers are, and with ordinary course upgrading and
maintenance will continue for the term of the Agreement to be,
sufficient to permit the Borrowers to conduct their business
without Material Adverse Effect.
4. Amendments to Section 7. Section 7 is hereby amended
as follows:
(a) deleting paragraph (c) of subsection 7.1 thereof in its
entirety and substituting in lieu thereof the following:
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"(c) Leverage Ratio. Permit the Leverage Ratio for any
period of four consecutive fiscal quarters ending during any period
set forth below to be greater than the ratio set forth opposite such
period below:
Date Ratio
---- -----
Amendment Effective Date -
9/29/99 4.00
9/30/99 - 9/29/00 3.50
9/30/00 - 9/29/01 3.25
9/30/01 - thereafter 3.00."
(b) by adding the following at the end of subsection 7.1
thereof:
"(d) Senior Debt Ratio. Permit the Senior Debt
Ratio for any period of four consecutive fiscal quarters
ending during any period set forth below to be greater than
the ratio set forth opposite such period below:
Date Ratio
---- -----
Amendment Effective Date -
9/29/98 3.75
9/30/98 - 9/29/99 3.50
9/30/99 - 9/29/00 3.00
9/30/00 - 9/29/01 2.75
9/30/01 - thereafter 2.50."
(c) by adding the following paragraph (i) to subsection 7.2
thereof and relettering the current paragraph (i) as paragraph (j):
"(i) additional Permitted Indebtedness in an
aggregate principal amount not to exceed $300,000,000, so
long as at the time of incurrence of such Permitted
Indebtedness no Default or Event of Default shall have
occurred or would result therefrom; and"
5. Amendments to Section 11. (a) Section 11 of the
Credit Agreement is hereby amended as follows:
(a) by deleting subsection 11.6(c) thereof in its entirety
and substituting in lieu thereof the following:
"(c) Any Lender may, in the ordinary course of its
commercial banking business and in accordance with applicable
law, at any time and from time to time assign to any Lender
or any Affiliate thereof or, with the consent of the
Administrative Agent and the Borrower (which shall not be
unreasonably withheld), to an additional bank or financial
institution ("an Assignee") all or any part of its rights and
obligations under this Agreement and any Note (provided
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that any such assignment (i) must be in a minimum amount of
the lesser of (A) $10,000,000 and (B) the full amount of the
assigning Lender's applicable Commitment and (ii) with
respect to assignments of Term Loans or Revolving Credit
Commitments (other than assignments to an Affiliate of the
assigning Lender), shall be a sale of all or a ratable
portion of each of the Term Loans or Revolving Credit Loans
of the Subsidiary Borrowers, as the case may be, held by such
assigning Lender and its Affiliates) pursuant to an
Assignment and Acceptance, substantially in the form of
Exhibit I, executed by such Assignee, such assigning Lender
(and, in the case of an Assignee that is not then a Lender or
an Affiliate thereof, by the Administrative Agent and the
Borrower) and delivered to the Administrative Agent for its
acceptance and recording in the Register. Upon such
execution, delivery, acceptance and recording, from and after
the effective date determined pursuant to such Assignment and
Acceptance, (x) the Assignee thereunder shall be a party
hereto and, to the extent provided in such Assignment and
Acceptance, have the rights and obligations of a Lender
hereunder with a Commitment as set forth therein, and (y) the
assigning Lender thereunder shall, to the extent provided in
such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under
this Agreement, such assigning Lender shall cease to be a
party hereto)."
(b) by deleting subsection 11.6(e) thereof in its entirety
and substituting in lieu thereof the following:
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"(e) Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an Assignee (and, in the
case of an Assignee that is not then a Lender or an Affiliate
thereof, by the Administrative Agent and the Borrower)
together with payment to the Administrative Agent by the
assigning Lender or such Assignee of a registration and
processing fee of $4,000 (or $1,000 in the case of an
Assignee that is already a Lender), the Administrative Agent
shall (i) promptly accept such Assignment and Acceptance and
(ii) on the effective date determined pursuant thereto record
the information contained therein in the Register and give
notice of such acceptance and recordation to the Lenders and
the Parent. On or prior to such effective date, each of the
Borrowers, at its own expense, shall execute and deliver to
the Administrative Agent (in exchange for the Revolving
Credit Note, CAF Advance Note, Term Note or Additional Term
Note of the assigning Lender) a new Revolving Credit Note,
CAF Advance Note, Term Note or Additional Term Note, as the
case may be, to the order of such Assignee in amounts
reflecting the Revolving Credit Commitment, Term Loan or
Additional Term Loan, as the case may be, assumed by it
pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained a Revolving Credit Commitment
or Term Loan or Additional Term Loan hereunder, a new
Revolving Credit Note, CAF Advance Note, Term Note or
Additional Term Note, as the case may be, to the order of the
assigning Lender in amounts reflecting the Revolving Credit
Commitment, Term Loan or Additional Term Loan, as the case
may be, retained by it hereunder. Such new Notes shall be
dated the Amendment Effective Date, and shall otherwise be in
the form of the Note replaced thereby";
(c) by deleting the reference to "Term Loans" in subsection
11.7(a) and substituting in lieu thereof a reference to "Term Loans, Additional
Term Loan".
6. Amendment to Schedules to the Credit
Agreement. Schedules I, IV, 4.15A, 4.15B and 4.19 to the Credit Agreement are
hereby amended by deleting such Schedules in their entirety and substituting in
lieu thereof the Schedules attached hereto as Annex A.
7. Exhibits to the Credit Agreement. Exhibits
D, E, F and I to the Credit Agreement are hereby amended by deleting such
Exhibits in their entirety and substituting in lieu thereof Exhibits A, B, C
and D hereto. Exhibit B-1 to the Credit Agreement is hereby added thereto in
the form of Exhibit E hereto.
III. Conditions to Effectiveness. This Amendment shall
become effective on the date (the "Amendment Effective Date") on which all of
the following conditions precedent have been satisfied or waived:
1. The Parent, the Subsidiary Borrowers, the Administrative
Agent and the Lenders (as required by the Credit Agreement) shall have executed
and delivered to the Administrative Agent this Amendment.
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2. The Administrative Agent shall have received a copy of
the resolutions, in form and substance satisfactory to the Administrative
Agent, of the Board of Directors of each of the Parent and the Subsidiary
Borrowers authorizing the execution, delivery and performance of this
Amendment, certified by the Secretary or an Assistant Secretary of such party
as of the Amendment Effective Date, which certificate shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded as of the date of such certificate.
3. The Administrative Agent shall have received, to the
extent that it has not theretofore received, a certificate of the Secretary or
Assistant Secretary of the Parent and the Subsidiary Borrowers, dated the
Amendment Effective Date, as to the incumbency and signature of each of the
officers signing this Amendment, and any other instrument or document delivered
by such party in connection herewith, together with evidence of the incumbency
of such Secretary or Assistant Secretary.
4. The Administrative Agent shall have received a written
legal opinion of counsel to the Parent and the Subsidiary Borrowers in form and
substance satisfactory to the Administrative Agent and its counsel.
5. The Administrative Agent and the Lenders shall have
received all fees due from the Parent.
IV. General.
1. Representation and Warranties. To induce the
Administrative Agent and the Lenders parties hereto to enter into this
Amendment, the Parent and the Subsidiary Borrowers hereby represent and warrant
to the Administrative Agent and all of the Lenders as of the Amendment
Effective Date that the representations and warranties made by the Loan Parties
in the Loan Documents are true and correct in all material respects on and as
of the Amendment Effective Date, before and after giving effect to the
effectiveness of this Amendment, as if made on and as of the Amendment
Effective Date and no Default or Event of Default shall have occurred and be
continuing.
2. Payment of Expenses. The Parent and the Subsidiary
Borrowers agree to pay or reimburse the Administrative Agent for all of its
out-of-pocket costs and reasonable expenses incurred in connection with this
Amendment, any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent.
3. No Other Amendments; Confirmation. Except as
expressly amended, modified and supplemented hereby, the provisions of the
Credit Agreement and the Notes are and shall remain in full force and effect.
This Amendment shall constitute a Loan Document.
4. Governing Law; Counterparts. (a) This Amendment and
the rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New
York.
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(b) This Amendment may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. This Amendment may be delivered by facsimile transmission of the
relevant signature pages hereof.
5. Confirmation of Guarantees and Security Documents.
The Loan Parties hereby confirm and agree that the obligations of NNI in
respect to the Additional Term Loans are guaranteed and secured as Obligations
to the fullest extent permitted by the Guarantees and Security Documents.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
SYBRON INTERNATIONAL CORPORATION
By:
-------------------------------
Title:
ORMCO CORPORATION
By:
-------------------------------
Title:
KERR CORPORATION
By:
-------------------------------
Title:
NALGE NUNC INTERNATIONAL
CORPORATION
By:
-------------------------------
Title:
ERIE SCIENTIFIC COMPANY
By:
-------------------------------
Title:
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BARNSTEAD THERMOLYNE CORPORATION
By:
-------------------------------
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a
Lender
By:
-------------------------------
Title:
ABN AMRO BANK N.V.
By:
-------------------------------
Title:
By:
-------------------------------
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:
-------------------------------
Title:
BANK OF MONTREAL
By:
-------------------------------
Title:
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BANK ONE, WISCONSIN
By:
-------------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
-------------------------------
Title:
BANK OF SCOTLAND
By:
-------------------------------
Title:
NATEXIS BANQUE/BFCE
By:
-------------------------------
Title:
By:
-------------------------------
Title:
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PARIBAS
By:
-------------------------------
Title:
By:
-------------------------------
Title:
CREDIT AGRICOLE INDOSUEZ
By:
-------------------------------
Title:
COMERICA BANK
By:
-------------------------------
Title:
CREDIT LYONNAIS CHICAGO BRANCH
By:
-------------------------------
Title:
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DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
CAYMAN ISLAND BRANCH
By:
-------------------------------
Title:
By:
-------------------------------
Title:
U.S. BANK NATIONAL ASSOCIATION
By:
-------------------------------
Title:
FLEET NATIONAL BANK
By:
-------------------------------
Title:
THE FUJI BANK, LIMITED
By:
-------------------------------
Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.
By:
-------------------------------
Title:
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MELLON BANK, N.A.
By:
-------------------------------
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By:
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Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
-------------------------------
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
-------------------------------
Title:
THE SAKURA BANK, LIMITED
By:
-------------------------------
Title:
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SOCIETE GENERALE
By:
-------------------------------
Title:
By:
-------------------------------
Title:
THE SUMITOMO BANK, LTD. CHICAGO
BRANCH
By:
-------------------------------
Title:
THE BANK OF NEW YORK
By:
-------------------------------
Title:
THE SANWA BANK, LIMITED
By:
-------------------------------
Title:
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BANQUE NATIONALE DE PARIS CHICAGO
BRANCH
By:
-------------------------------
Title:
BHF BANK AKTIENGESELLSCHAFT GRAND
CAYMAN BRANCH
By:
-------------------------------
Title:
By:
-------------------------------
Title:
FIRST UNION NATIONAL BANK
By:
-------------------------------
Title:
FIRSTAR BANK MILWAUKEE, N.A.
By:
-------------------------------
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED CHICAGO BRANCH
By:
-------------------------------
Title:
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BANCA COMMERCIALE ITALIANA
CHICAGO BRANCH
By:
-------------------------------
Title:
By:
-------------------------------
Title:
BANK HAPOALIM, B.M. PHILADELPHIA
BRANCH
By:
-------------------------------
Title:
By:
-------------------------------
Title:
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Acknowledged and Agreed:
BARNSTEAD THERMOLYNE CORPORATION
ERIE SCIENTIFIC COMPANY
ERIE SCIENTIFIC COMPANY OF
PUERTO RICO
EVER READY THERMOMETER CO., INC.
RICHARD-ALLAN SCIENTIFIC COMPANY
NEW ENGLAND REAGENT LABORATORY, INC.
CASCO STANDARDS, INC.
THE NAUGATUCK GLASS COMPANY
NALGE NUNC INTERNATIONAL CORPORATION
SYBRON DENTAL SPECIALTIES INC.
SAC/ORMCO, INC.
ORMCO CORPORATION
ALLESEE ORTHODONTIC APPLIANCES, INC.
SAC/KERR, INC.
KERR CORPORATION
METREX RESEARCH CORPORATION
BELLE DE ST. CLAIRE, INC.
SAC/COMMONWEALTH, INC.
SYBRON COMMONWEALTH HOLDINGS, INC.
SYBRON TRANSITION CORP.
MEXOSERV COMPANY
REMEL INC.
DIAGNOSTIC REGENTS, INC.
SYBRON LABORATORY PRODUCTS CORPORATION
OWL SEPARATION SYSTEMS, INC.
ALEXON-TREND, INC.
VIRO RESEARCH INTERNATIONAL, INC.
CARR-SCARBOROUGH MICROBIOLOGICALS, INC.
CLINICAL STANDARDS LABS, INC.
LIDA MANUFACTURING CORPORATION
LRS ACQUISITION CORP.
"A" COMPANY ORTHODONTICS
NALGE PROCESS TECHNOLOGIES GROUP, INC.
CHASE SCIENTIFIC GLASS, INC.
NATIONAL SCIENTIFIC COMPANY
SUMMIT BIOTECHNOLOGY, INC.
- -----------------------------
By: John J. Buono, Assistant
Treasurer
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EXHIBIT I
TO THE CREDIT AGREEMENT
FORM OF ASSIGNMENT AND ACCEPTANCE
Reference is made to the Credit Agreement, dated as of April 25, 1997
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Sybron International Corporation, a Wisconsin corporation
(the "Parent"), Ormco Corporation, a Delaware corporation, Kerr Corporation, a
Delaware corporation, Nalge Nunc International Corporation, a Delaware
corporation, Erie Scientific Company, a Delaware corporation, Barnstead
Thermolyne Corporation, a Delaware corporation, the Lenders named therein, Chase
Securities Inc., as arranger, and The Chase Manhattan Bank, as administrative
agent for the Lenders (in such capacity, the "Administrative Agent"). Unless
otherwise defined herein, terms defined in the Credit Agreement and use herein
shall have the meanings given to them in the Credit Agreement.
________ (the "Assignor") and ________ (the "Assignee") agree as follows:
1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the
Assignor, as of the Effective Date (as defined below), a ____%
interest (the "Assigned Interest") in and to the Assignor's rights
and obligations under the Credit Agreement with respect to those
credit facilities contained in the Credit Agreement as are set forth
on SCHEDULE 1 (individually, an "Assigned Facility"; collectively,
the "Assigned Facilities"), in a principal amount for each Assigned
Facility as set forth on SCHEDULE 1.
2. The Assignor (A) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or
the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Loan Document
or any other instrument or document furnished pursuant thereto, other
than that it has not created any adverse claim upon the interest
being assigned by it hereunder and that such interest is free and
clear of any such adverse claim; (B) makes no representation or
warranty and assumes no responsibility with respect to the financial
condition of the Parent, any of its Subsidiaries or any other obligor
or the performance or observance by the Parent, any of its
Subsidiaries or any other obligor of any of their respective
obligations under the Credit Agreement or any other Loan Document or
any other instrument or document furnished pursuant hereto or
thereto; and (C) attaches the Note(s) held by it evidencing the
Assigned Facilities and requests that the Administrative Agent
exchange such Note(s) for a new Note or Notes payable to the Assignee
and (if the Assignor has retained any interest in the Assigned
Facility) a new Note or Notes payable to the Assignor in the
respective amounts which reflect the assignment being made hereby
(and after giving effect to any other assignments
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which have become effective on the Effective Date).
3. The Assignee (A) represents and warrants that it is legally authorized to
enter into this Assignment and Acceptance; (B) confirms that it has
received a copy of the Credit Agreement, together with copies of the
financial statements delivered pursuant to subjection 4.1 thereof and such
other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and
Acceptance; (C) agrees that it will, independently and without reliance
upon the Assignor, the Administrative Agent or any other Lender 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, the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto; (D) appoints
and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers and discretion under the Credit
Agreement, the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are incidental
thereto; and (E) agrees that it will be bound by the provisions of the
Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender including, if it is a Foreign Lender, its
obligation pursuant to paragraph 2.20(b) of the Credit Agreement.
4. The effective date of this Assignment and Acceptance shall be ________ ,
19___ (the "Effective Date"). Following the execution of this Assignment
and Acceptance, it will be delivered to the Administrative Agent for
acceptance by it and recording by the Administrative Agent pursuant to
subsection 11.6 of the Credit Agreement, effective as of the Effective Date
(which shall not, unless otherwise agreed to by the Administrative Agent,
be earlier than five Business Days after the date of such acceptance and
recording by the Administrative Agent).
5. Upon such acceptance and recording, from and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other
amounts) to the Assignee whether such amounts have accrued prior to the
Effective Date or accrue subsequent to the Effective Date. The Assignor and
the Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with
respect to the making of this assignment directly between themselves.
6. From and after the Effective Date, (A) the Assignee shall be a party to the
Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and
under the other Loan Documents and shall be bound by the provisions thereof
and (B) the Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its
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rights and be released from its obligations under the Credit
Agreement.
7. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their
respective duly authorized officers on Schedule 1 hereto.
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3
TO ASSIGNMENT AND ACCEPTANCE
RELATING TO THE CREDIT AGREEMENT, DATED AS OF APRIL 25, 1997,
AMONG
SYBRON INTERNATIONAL CORPORATION, ORMCO CORPORATION, KERR CORPORATION,
NALGE NUNC INTERNATIONAL CORPORATION, ERIE SCIENTIFIC COMPANY,
BARNSTEAD THERMOLYNE CORPORATION,
THE LENDERS NAMED THEREIN,
CHASE SECURITIES INC., AS ARRANGER,
AND
THE CHASE MANHATTAN BANK, AS ADMINISTRATIVE AGENT
FOR THE LENDERS
Name of Assignor:
Name of Assignee:
Effective Date of Assignment:
Credit Principal Term Loan
Facility Assigned ERROR! Amount Assigned Commitment Percentage and/or
ERROR! Revolving Credit Commitment Percent
Assigned(1) ERROR!
$________ ________%
[Name of Assignee] [Name of Assignor]
By By
Name: Name:
Title: Title:
Accepted:
THE CHASE MANHATTAN BANK, SYBRON INTERNATIONAL
as Administrative Agent CORPORATION
By By
Name: Name:
Title:
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4
Title:
Calculate the relevant Commitment Percentage that is assigned to at least
15 decimal places and show percentage of the aggregate revolving credit
commitments and/or term loan commitments of all the Lenders.