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EXHIBIT 4.5
SECOND AMENDMENT, dated as of August 13, 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 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. Section 7 is hereby amended by
deleting paragraph (b) of subsection 7.1 thereof in its entirety and
substituting in lieu thereof the following:
"(b) Interest Coverage Ratio. Permit the Interest Coverage
Ratio for any period of four consecutive fiscal quarters ending during
any period set forth below to be less than the ratio set forth
opposite such period below:
Date Ratio
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6/30/98 - 6/29/99 3.25
6/30/99 - thereafter 4.00
III. Conditions to Effectiveness. This Amendment shall become
effective on the date (the "Amendment Effective Date") on which the Parent, the
Subsidiary Borrowers, the Administrative Agent and the Majority Lenders shall
have executed and delivered to the Administrative Agent this Amendment.
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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. The Lenders hereby waive any
Default that shall have occurred between June 30, 1998 and the date hereof in
respect of Section 7.1(b).
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.
(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.
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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:
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Title:
ORMCO CORPORATION
By:
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Title:
KERR CORPORATION
By:
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Title:
NALGE NUNC INTERNATIONAL
CORPORATION
By:
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Title:
ERIE SCIENTIFIC COMPANY
By:
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Title:
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BARNSTEAD THERMOLYNE CORPORATION
By:
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Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a
Lender
By:
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Title:
ABN AMRO BANK N.V.
By:
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Title:
By:
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Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:
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Title:
BANK OF MONTREAL
By:
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Title:
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BANK ONE, WISCONSIN
By:
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Title:
THE BANK OF NOVA SCOTIA
By:
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Title:
BANK OF SCOTLAND
By:
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Title:
NATEXIS BANQUE/BFCE
By:
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Title:
By:
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Title:
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PARIBAS
By:
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Title:
By:
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Title:
CREDIT AGRICOLE INDOSUEZ
By:
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Title:
COMERICA BANK
By:
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Title:
CREDIT LYONNAIS CHICAGO BRANCH
By:
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Title:
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DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
CAYMAN ISLAND BRANCH
By:
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Title:
By:
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Title:
U.S. BANK NATIONAL ASSOCIATION
By:
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Title:
FLEET NATIONAL BANK
By:
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Title:
THE FUJI BANK, LIMITED
By:
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Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.
By:
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Title:
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MELLON BANK, N.A.
By:
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Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By:
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Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
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Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
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Title:
THE SAKURA BANK, LIMITED
By:
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Title:
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SOCIETE GENERALE
By:
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Title:
By:
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Title:
THE SUMITOMO BANK, LTD. CHICAGO
BRANCH
By:
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Title:
THE BANK OF NEW YORK
By:
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Title:
THE SANWA BANK, LIMITED
By:
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Title:
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BANQUE NATIONALE DE PARIS CHICAGO
BRANCH
By:
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Title:
BHF BANK AKTIENGESELLSCHAFT GRAND
CAYMAN BRANCH
By:
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Title:
By:
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Title:
FIRST UNION NATIONAL BANK
By:
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Title:
FIRSTAR BANK MILWAUKEE, N.A.
By:
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Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED CHICAGO BRANCH
By:
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Title:
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BANCA COMMERCIALE ITALIANA
CHICAGO BRANCH
By:
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Title:
By:
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Title:
BANK HAPOALIM, B.M. PHILADELPHIA
BRANCH
By:
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Title:
By:
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Title: