Exhibit (10)(f)(1)
EXTENSION AGREEMENT
EXTENSION AGREEMENT, dated as of July 8, 12003, among WEST PHARMACEUTICAL
SERVICES, INC., a Pennsylvania corporation (the "Company"), the direct and indirect
subsidiaries of the Company listed on the signature pages hereto (together with the
Company, collectively, the "Borrowers"), the several banks and other financial
institutions listed on the signature pages hereto (collectively, the "364 Day Banks"),
and PNC BANK, NATIONAL ASSOCIATION, as Agent (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrowers, the 364 Day Banks, the other banks and financial
institutions party thereto and the Agent are parties to a Credit Agreement, dated
as of July 26, 2000 (as heretofore amended, supplemented or otherwise modified, the
"Credit Agreement");
WHEREAS, pursuant to Section 2.14(d) of the Credit Agreement, the Borrower
have requested an extension of the 364 Day Commitments under the Credit Agreement
from July 20, 2003 until July 19, 2004; and
WHEREAS, each of the 364 Day Banks has agreed to extend its 364 Day Commitment
until July 19, 2004 on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined.
2. Extension of 364 Day Commitments. Effective on and as of July 21, 2003,
the 364 Day Commitments of each of the 364 Day Banks shall be extended until
July 19, 2004 and the date "July 20, 2003" appearing in the definition of the term
"364 Day Termination Date" is hereby changed to "July 19, 2004".
3. Representations and Warranties. The Borrowers hereby represent and
warrant to the 364 Day Banks and the Agent that:
(a) There exists no Default or Event of Default under the Credit
Agreement as amended hereby;
(b) The representations and warranties made in the Credit Agreement
are true and correct in all material respects on and as of the date hereof as if
made on and as of the date hereof; and
(c) The execution and delivery of this Extension Agreement by and on
behalf of the Borrowers has been duly authorized by all requisite action on behalf
of the Borrowers and this Extension Agreement constitutes the legal, valid and
binding obligation of the Borrowers, enforceable against them in accordance with
its terms.
4. Effectiveness. This Extension Agreement shall become effective on the
date on which the Agent shall have received (a) counterparts hereof duly executed
by the Borrowers and each 364 Day Bank, (b) an extension fee for the benefit of
each 364 Day Bank in the amount of 10 basis points (.10%) on the amount of such
such arrangement fees as shall have been agreed to with the Borrowers.
5. Limited Effect. Except as expressly amended by this Extension Agreement,
the Credit Agreement shall continue to be, and shall remain, unaltered and in full
force and effect in accordance with its terms and the Borrowers hereby confirm all
of the provisions of the Credit Agreement and the other Loan Documents.
6. Release. Recognizing and in consideration of each of the 364 Day Banks
extending its 364 Day Commitment, each of the Borrowers hereby waives and releases
all of the Banks and the Agent and their officers, attorneys, agents, and employees
from any liability, suit, damage, claim, loss or expense of any kind or nature
whatsoever and howsoever arising that such Borrower ever had or now has against any
of them arising out of or relating to any Bank's or the Agent's acts or omissions
with respect to this Extension Agreement, the Credit Agreement, the other Loan
Documents or any other matters described or referred to herein or therein.
7. Miscellaneous.
(a) Expenses. Each of the Borrowers agrees to pay all of the Agent's
reasonable out-of-pocket expenses incurred in connection with the preparation,
negotiation and execution of this Extension Agreement and the other documents executed
in connection herewith, including, without limitation, the reasonable fees and
expenses of Xxxxxxx Xxxxx Xxxxxxx and Xxxxxxxxx, LLP.
(b) Governing Law. This Extension Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.
(c) Successor and Assigns. The terms and provisions of this Extension
Agreement shall be binding upon and shall inure to the benefit of the Borrowers,
the Agent and the Banks and their respective successors and assigns.
(d) Counterparts. This Extension Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, and all of
which shall constitute one and the same instrument.
(e) Headings. The headings of any paragraph of this Extension
Agreement are for convenience only and shall not be used to interpret any provision
hereof.
(f) Modifications. No modification hereof or any agreement referred
to herein shall be binding or enforceable unless in writing and signed on behalf
of the party against whom enforcement is sought.
IN WITNESS WHEREOF, the parties hereto have caused this Extension Agreement
to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.
WEST PHARMACEUTICAL SERVICES, INC.
By: _______________________________
Name: _____________________________
Title: ____________________________
WEST PHARMACEUTICAL SERVICES
OF FLORIDA, INC.
By:________________________________
Name:______________________________
Title:_____________________________
WEST PHARMACEUTICAL SERVICES
LAKEWOOD, INC.
By:________________________________
Name:______________________________
Title:_____________________________
WEST PHARMACEUTICAL SERVICES
GROUP LIMITED
By:________________________________
Name:______________________________
Title:_____________________________
PACO LABORATORIES, INC.
By:________________________________
Name:______________________________
Title:_____________________________
WEST PHARMACEUTICAL SERVICES
CANOVANAS, INC.
By:________________________________
Name:______________________________
Title:_____________________________
WEST PHARMACEUTICAL SERVICES
OF DELAWARE, INC.
By:________________________________
Name:______________________________
Title:_____________________________
WEST PHARMACEUTICAL SERVICES
XXXX XXXX, INC.
By:_______________________________
Name:_____________________________
Title:____________________________
WEST PHARMACEUTICAL
CLEVELAND, INC.
By:______________________________
Name:____________________________
Title:___________________________
PNC BANK, NATIONAL ASSOCIATION,
as a 364 Day Bank and as Agent
By:______________________________
Name:____________________________
Title:___________________________
WACHOVIA BANK, NATIONAL
ASSOCIATION (formerly known as
FIRST UNION NATIONAL BANK)
By:_____________________________
Name:___________________________
Title:__________________________
NATIONAL CITY BANK
By:_____________________________
Name:___________________________
Title:__________________________
CITIZENS BANK OF PENNSYLVANIA
By:_____________________________
Name:___________________________
Title:__________________________
