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EXHIBIT 4.4
EXHIBIT C
TO THE CREDIT AGREEMENT
FORM OF SWING LINE NOTE
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND
PROVISIONS OF THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT REFERRED TO
BELOW. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY
THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH SECOND AMENDED AND
RESTATED CREDIT AGREEMENT.
$___________ New York, New York
April 25, 1997
FOR VALUE RECEIVED, the undersigned, Sybron International Corporation,
a Wisconsin corporation (the " Borrower"), hereby unconditionally promises to
pay to the order of The Chase Manhattan Bank (the "Lender") at the office of
The Chase Manhattan Bank, located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
in lawful money of the United States of America and in immediately available
funds, on the Termination Date the lesser of (a) the principal amount of
__________ DOLLARS ($__________), and (b) the aggregate unpaid principal amount
of all Swing Line Loans made by the Lender to the Borrower pursuant to
subsection 2.16 of the Credit Agreement, as hereinafter defined. The Borrower
further agrees to pay interest in like money at such office on the unpaid
principal amount hereof from time to time outstanding at the rates and on the
dates specified in subsection 2.14 of such Credit Agreement.
The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof or on a continuation thereof which shall
be attached hereto and made a part hereof the date and amount of each Swing
Line Loan made pursuant to the Credit Agreement and the date and amount of each
payment or prepayment of principal thereof. Each such endorsement shall
constitute prima facie evidence of the accuracy of the information endorsed.
The failure to make any such endorsement shall not affect the obligations of
the Borrower in respect of such Swing Line Loan.
This Note (a) is one of the Swing Line Notes referred to in the Second
Amended and Restated Credit Agreement dated as of April 25, 1997 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among the Borrower, Ormco Corporation, a Delaware corporation, Xxxx
Corporation, a Delaware corporation, Nalge Nunc International Corporation, a
Delaware corporation, Erie Scientific Company, a Delaware corporation,
Barnstead Thermolyne Corporation, a Delaware corporation, the Lender, the other
banks and financial institutions from time to time parties thereto, Chase
Securities Inc., as arranger, and The Chase Manhattan Bank, as administrative
agent, (b)
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is subject to the provisions of the Credit Agreement and (c) is subject to
optional and mandatory prepayment in whole or in part as provided in the Credit
Agreement. This Note is secured and guaranteed as provided in the Loan
Documents. Reference is hereby made to the Loan Documents for a description of
the assets in which a security interest has been granted, the nature and extent
of the security and the guarantees, the terms and conditions upon which the
security interests and each guarantee were granted and the rights of the holder
of this Note in respect thereof.
Upon the occurrence of any one or more of the Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.
All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind, except as
otherwise provided in any of the Loan Documents.
Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SYBRON INTERNATIONAL CORPORATION
By:
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Name:
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Title:
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SCHEDULE A
TO SWING LINE NOTES
LOANS AND REPAYMENTS OF SWING LINE LOANS
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Amount of Swing Line Amount of Principal of Unpaid Principal Balance
Date Loans Swing Line Loans Repaid of Swing Lien Loans Nation Made By
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