EXHIBIT 4.1(e)
EXECUTION COPY
AMENDMENT No. 2, dated as of January 26, 2001 (this
"Amendment"), to the 5-Year Competitive Advance, Revolving Credit and
Guaranty Agreement dated as of October 23, 1997, as amended by
Amendment No. 1 dated as of January 20, 2000 (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. (a) The definition of
"Alternate Currency" in Section 1.01 of the Credit Agreement is hereby
amended by
replacing the reference to "Deutsche Marks" with the word "Euro".
(b) Section 2.01(a) of the Credit Agreement is hereby amended and restated
in its entirety as follows:
"SECTION 2.01. Commitments. (a) Subject to the terms and conditions hereof
and
relying upon the representations and warranties herein set forth, each Bank
agrees,
severally and not jointly, to make Revolving Credit Loans to the Borrower,
in Dollars
or one or more Alternate Currencies, at any time and from time to time
during the
Availability Period, in an aggregate principal amount at any time
outstanding not to
exceed such Bank's Commitment minus the amount by which the Competitive Loans
outstanding at such time shall be deemed to have used such Commitment
pursuant
to Section 2.19, subject, however, to the conditions that (a) at no time
shall (i) the
sum of (A) the outstanding aggregate principal amount of all Revolving Credit
Exposures of all Banks plus (B) the outstanding aggregate principal amount
of all
Competitive Loans made by all Banks exceed (ii) the Total Commitment and (b)
at
all times (except as expressly contemplated by the last sentence of Section
2.13(d))
the Revolving Credit Exposure of each Bank shall equal the product of (i)
such
Bank's Applicable Commitment Percentage and (ii) the outstanding aggregate
Revolving Credit Exposures.".
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. Amendment Fees. In consideration of the agreements of the
Banks contained herein, the Borrower agrees to pay to each Bank that returns
an executed
signature page of this Amendment not later than 5:00 p.m., New York City
time, on
January 26, 2001, through the Administrative Agent, a work fee (a "Work
Fee") equal to
$750; provided, that no Work Fees shall be payable hereunder if this
Amendment shall not
have been executed by Banks constituting the Majority Banks on or prior to
January 26,
2001. The Work Fees shall be payable in immediately available funds on the
next business
day following the effective date of this Amendment. Once paid, the Work Fees
shall not be
refundable.
SECTION 6. 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 7. Applicable Law. THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.
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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:
by
Name:
Title:
CERAMCO INC.,
by
Name:
Title:
CERAMCO MANUFACTURING CO.,
by
Name:
Title:
MIDWEST DENTAL PRODUCTS
CORPORATION,
by
Name:
Title:
XXXXXX & XXXXXXXX COMPANY,
by
Name:
Title:
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TULSA DENTAL PRODUCTS INC.,
by
Name:
Title:
DENTSPLY RESEARCH & DEVELOPMENT
CORP.,
by
Name:
Title:
DENTSPLY FINANCE CO.,
by
Name:
Title:
DENTSPLY INTERNATIONAL PREVENTIVE
CARE DIVISION, L.P.,
by
Name:
Title:
GAC INTERNATIONAL, INC.,
by
Name:
Title:
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THE CHASE MANHATTAN BANK,
individually and as
Administrative Agent,
by
Name:
Title:
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SIGNATURE PAGE to
AMENDMENT No. 2 to DENTSPLY
INTERNATIONAL INC. 5-YEAR CREDIT
AGREEMENT, dated as of JANUARY 26, 2001
To approve Amendment No. 2:
Name of Institution:
by
Name:
Title:
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