EXHIBIT 4.1(d)
EXECUTION COPY
AMENDED AND RESTATED 364-DAY
COMPETITIVE ADVANCE, REVOLVING CREDIT AND
GUARANTY AGREEMENT dated as of October 18, 2000 (the
"2000 Amendment and Restatement"), among DENTSPLY
INTERNATIONAL INC., a Delaware corporation (the
"Borrower"), the Guarantors named herein, the banks named
herein (individually a "Bank" and collectively the "Banks") and
THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Banks (in such
capacity, the "Administrative Agent").
WHEREAS, on October 23, 1997, the Borrower, the Guarantors, The
Chase Manhattan Bank, as administrative agent, certain of the Banks and ABN
AMRO
Bank N.V., as documentation agent, entered into a 364-Day Competitive
Advance,
Revolving Credit and Guaranty Agreement (as previously amended, the
"Original Credit
Agreement") pursuant to which the Banks agreed to make available to the
Borrower
Loans in an aggregate principal amount not to exceed $125,000,000 at any time
outstanding;
WHEREAS, on September 24, 1998, the Administrative Agent delivered
a letter to the Banks indicating that effective as of October 22, 1998, the
commitments
under the Original Credit Agreement would be extended for another 364 days,
and such
commitments were so extended and the termination date thereunder extended to
October
21, 1999 (the "1998 Extension");
WHEREAS, on October 21, 1999, the Borrower, the Guarantors, The
Chase Manhattan Bank, as administrative agent, certain of the Banks and ABN
AMRO
Bank N.V., as documentation agent, entered into an Amended and Restated 364-
Day Competitive Advance, Revolving Credit and Guaranty Agreement (together
with the
Original Credit Agreement and the 1998 Extension, the "Credit Agreement")
pursuant to
which certain provisions of the Original Credit Agreement were amended;
WHEREAS, the parties hereto desire to amend the Credit Agreement as
set forth herein and to restate the Credit Agreement in its entirety giving
effect to such
amendment; and
WHEREAS, the Borrower, the Guarantors and the Banks have agreed to
amend and restate, on the terms and subject to the conditions set forth
herein, the Credit
Agreement, to provide for the foregoing.
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants herein set forth and other good and valuable consideration,
the receipt
and sufficiency of which are hereby acknowledged, the Borrower, the
Guarantors, the
Banks, the Administrative Agent and the Documentation Agent hereby agree as
follows:
SECTION 1. All capitalized terms which are defined in the Credit
Agreement and not otherwise defined herein or in the recitals hereto shall
have the same
meanings herein as in the Credit Agreement.
SECTION 2. All references to Section numbers in this 2000 Amendment
and Restatement shall, except as the context requires, be references to the
corresponding
Sections of the Credit Agreement.
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SECTION 3. On and after the 2000 Restatement Effective Date (as
hereinafter defined), each reference in the Credit Agreement to "this
Agreement",
"hereunder", "herein", or words of like import shall mean and be a reference
to the Credit
Agreement, as amended and restated hereby.
SECTION 4. The Credit Agreement is hereby amended by deleting the
heading in its entirety and substituting in lieu thereof the following:
AMENDED AND RESTATED 364-DAY COMPETITIVE
ADVANCE, REVOLVING CREDIT AND GUARANTY
AGREEMENT dated as of October 18, 2000 (the "2000 Amendment and
Restatement"), among DENTSPLY INTERNATIONAL INC., a Delaware
corporation (the "Borrower"), the Guarantors named herein, the banks
named herein (individually a "Bank" and collectively the "Banks") and
THE CHASE MANHATTAN BANK, a New York banking corporation,
as administrative agent for the Banks (in such capacity, the
"Administrative Agent").
SECTION 5. Article 1 of the Credit Agreement is hereby amended by
deleting the reference to "October 19, 2000" in the definition of
"Termination Date" and
substituting in lieu thereof "October 17, 2001".
SECTION 6. Article 3 of the Credit Agreement is hereby amended as
follows:
(a) Each of Sections 3.05(a) and 3.06 of the Credit Agreement is amended
by deleting each reference therein to (i) "1998" and substituting in lieu
thereof a
reference to "1999" and (ii) "1999" and substituting in lieu thereof a
reference to "2000".
(b) Section 3.20 shall be amended and shall read as follows:
SECTION 3.20. Intentionally Omitted.
SECTION 7. Section 6.09 (Minimum Consolidated Net Worth) of the
Credit Agreement is hereby amended by deleting the reference to
"$300,000,000" and
substituting in lieu thereof "$350,000,000".
SECTION 8. Schedule 2.01 ("Commitments") to the Credit Agreement
shall be deleted in its entirety, and Schedule 2.01, attached hereto, shall
be substituted in
lieu thereof as Schedule 2.01 to the Credit Agreement, to the effect that
the aggregate
Commitments of the Banks under the Credit Agreement, as amended hereby,
shall be
equal to $125,000,000, and the Commitment of each Bank after the
effectiveness of this
2000 Amendment and Restatement shall be the amount set forth beside such
Bank's name
on such Schedule 2.01 to the Credit Agreement, as amended hereby, as such
amount may
be adjusted from time to time pursuant to the terms of the Credit Agreement.
SECTION 9. By its execution and delivery hereof, the Borrower and the
Guarantors represent and warrant:
(a) Before and after giving effect to the amendments provided for herein,
(i) the representations and warranties contained in Article III of the
Credit Agreement, as
amended by this 2000 Amendment and Restatement, are true and correct on and
as of the.
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date hereof and the 2000 Restatement Effective Date as though made by the
Borrower
and the Guarantors on and as of each such date, and (ii) no Event of Default
(or event
that with the passage of time or notice or both would become an Event of
Default) has
occurred and is continuing or would result from the execution and delivery
of this 2000
Amendment and Restatement; and
(b) the Borrower and the Guarantors have all requisite corporate power
and authority to execute, deliver and perform this 2000 Amendment and
Restatement;
this 2000 Amendment and Restatement has been authorized by proper corporate
proceedings and constitutes the legal, valid and binding obligation of the
Borrower and
the Guarantors enforceable in accordance with its terms.
SECTION 10. This 2000 Amendment and Restatement shall become
effective as of October 18, 2000 (the "2000 Restatement Effective Date");
provided,
that,
(a) the Administrative Agent shall have received by such date:
(i) counterparts of this 2000 Amendment and Restatement duly and
validly executed by the Borrower and the Required Banks;
(ii) an Officer's Certificate in form and substance satisfactory to the
Administrative Agent and counsel to the Administrative Agent (certifying as
to
attached resolutions of the Board of Directors of the Borrower and the
Guarantors
approving and authorizing the transactions contemplated under this 2000
Amendment and Restatement and the execution, delivery and performance by the
Borrower and the Guarantors of this 2000 Amendment and Restatement);
(iii) an opinion of Borrower's counsel in form and substance reasonably
satisfactory to the Administrative Agent and counsel to the Administrative
Agent;
(iv) such other evidence of the corporate power and authority of the
Borrower and the Guarantors to execute, deliver and perform this 2000
Amendment and Restatement as the Administrative Agent may reasonably
request; and
(v) all fees agreed to by the Borrower and the Administrative Agent and
required to be paid to the Banks in connection with the execution of the 2000
Amendment and Restatement;
(vi) all Facility Fees and interest accrued under the Credit Agreement
prior to the 2000 Restatement Effective Date; and
(b) all Loans outstanding under the Credit Agreement prior to the
effectiveness of
this 2000 Amendment and Restatement shall have been repaid, together with
accrued
interest.
SECTION 11. On the 2000 Restatement Effective Date, the Credit
Agreement, as amended hereby, shall be deemed incorporated herein by
reference and
restated in its entirety.
SECTION 12. The Borrower agrees to pay on demand all costs and
expenses of the Administrative Agent in connection with the preparation,
execution and.
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delivery of this 2000 Amendment and Restatement (including, without
limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent with
respect thereto).
SECTION 13. THIS 2000 AMENDMENT AND RESTATEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK AND SHALL BE BINDING UPON THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE BANKS AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 14. This 2000 Amendment and Restatement may be executed
in any number of counterparts and by the parties hereto in separate
counterparts, each of
which when so executed and delivered shall be deemed to be an original and
all of which
taken together shall constitute but one and the same instrument. Delivery of
an executed
counterpart of a signature page of this 2000 Amendment and Restatement by
telecopy
shall be as effective as delivery of a manually executed counterpart of this
2000
Amendment and Restatement.
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IN WITNESS WHEREOF, the parties hereto, by their officers
thereunto duly authorized, have executed this 2000 Amendment and Restatement
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:
Address: 000 Xxxx Xxxxxx,
00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopier No.: 000-000-0000
37
ABN AMRO BANK N.V.,
by
Name:
Title:
by
Name:
Title:
Address: Xxx XXX Xxxxx,
Xxxxx 0000
Xxxxxxxxxx, XX 00000
Telecopier No.: 000-000-0000
38
MELLON BANK, N.A.,
by
Name:
Title:
Address: 0000 Xxxxxx Xx.,
0xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Telecopier No.: 000-000-0000
39
ALLFIRST BANK,
by
Name:
Title:
Address: 00 X. Xxxxxx Xx.
Xxx 0000
Xxxx, XX 00000
Telecopier: 000-000-0000
40
XXXXXX TRUST AND SAVINGS BANK,
by
Name:
Title:
Address: 000 Xxxx Xxxxxx-00X
Xxxxxxx, XX 00000
Telecopier No.: 000-000-0000
41
FIRST UNION NATIONAL BANK,
by
Name:
Title:
Address: 000 Xxxx Xx.
Xxxxxxx, XX 00000
Telecopier No.: 000-000-0000
42
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY,
by
Name:
Title:
Address: 0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Telecopier No.: 000-000-0000
43
HSBC BANK, USA,
by
Name:
Title:
Address: 000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000-0000
Telecopier No.: 000-000-0000
44
WACHOVIA BANK, N.A.,
by
Name:
Title:
Address: 000 Xxxxxxxxxx Xx., XX
Xxxxxxx, XX 00000
Telecopier No.: 000-000-0000
45
Schedule 2.01
Commitments
Facility A
Name
Commitment Amount
The Chase Manhattan Bank $ [18,800,000]
ABN AMRO Bank N.V. $ [16,600,000]
Mellon Bank N.A. $ [14,600,000]
Allfirst Bank $ [14,600,000]
Xxxxxx Trust and Savings Bank $ [14,600,000]
First Union National Bank $ [12,500,000]
Bank of Tokyo-Mitsubishi Trust Company $ [12,500,000]
HSBC Bank,USA $ [10,400,000]
Wachovia Bank, N.A. $ [10,400,000]
TOTAL $ 125,000,000
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