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EXHIBIT 4E (2)
AMENDMENT NO. 2
TO FIVE YEAR CREDIT AGREEMENT
This Amendment No. 2 to Five Year Credit Agreement (this "Amendment")
is entered into as of September 20, 1999, by and among Dexter Corporation, a
Connecticut corporation (the "Borrower"), Bank One, NA (f/k/a The First National
Bank of Chicago), individually and as agent ("Agent"), and the other financial
institutions signatory hereto.
RECITALS
A. The Borrower, the Agent and the Lenders are party to that certain
five year credit agreement dated as of December 15, 1998 (as amended, the
"Credit Agreement"). Unless otherwise specified herein, capitalized terms used
in this Amendment shall have the meanings ascribed to them by the Credit
Agreement.
B. The Borrower, the Agent and the undersigned Required Lenders wish to
amend the Credit Agreement on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:
1. Amendments to Credit Agreement. The Credit Agreement is
hereby amended as follows:
(a) Section 6.1(d) of the Credit Agreement is amended
in its entirety to read as follows:
"(d) Intentionally omitted."
(b) Section 6.25 of the Credit Agreement is amended
in its entirety to read as follows:
"6.25 Intentionally Omitted."
(c) The definition of "Agreement Accounting
Principles" in Article I of the Credit Agreement is amended by deleting
the proviso thereto in its entirety.
(d) The last sentence of Section 12.3.1 of the Credit
Agreement is amended by deleting it in its entirety and substituting in
lieu thereof the following:
"Each such assignment shall (unless each of the
Borrower and the Agent otherwise consents) be in an amount not less
than the lesser of (i) $10,000,000 or (ii) the
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remaining amount of the assigning Lender's Commitment (calculated as at
the date of such assignment)."
2. Representations and Warranties of the Borrower. The
Borrower represents and warrants that:
(a) The execution, delivery and performance by the
Borrower of this Amendment have been duly authorized by all necessary
corporate action and that this Amendment is a legal, valid and binding
obligation of the Borrower enforceable against the Borrower in
accordance with its terms, except as the enforcement thereof may be
subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors' rights
generally;
(b) Each of the representations and warranties
contained in the Credit Agreement is true and correct in all material
respects on and as of the date hereof as if made on the date hereof;
(c) After giving effect to this Amendment, no Default
or Unmatured Default has occurred and is continuing.
3. Effective Date. This Amendment shall become effective as of
the date first written above upon the execution and delivery hereof by the
Borrower, the Agent and the Required Lenders.
4. Reference to and Effect Upon the Credit Agreement.
(a) Except as specifically amended, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy
of the Agent or any Lender under the Credit Agreement or any Loan
Document, nor constitute a waiver of any provision of the Credit
Agreement or any Loan Document, except as specifically set forth
herein. Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein"
or words of similar import shall mean and be a reference to the Credit
Agreement as amended hereby.
5. Costs and Expenses.
The Borrower hereby affirms its obligation under Section 9.7
of the Credit Agreement to reimburse the Agent for all reasonable costs,
internal charges and out-of-pocket expenses paid or incurred by the Agent in
connection with the preparation, negotiation,
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execution and delivery of this Amendment, including but not limited to the
attorneys' fees and time charges of attorneys for the Agent with respect
thereto.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION,
735 ILCS SECTION 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS
OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
7. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
8. Counterparts. This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original but
all such counterparts shall constitute one and the same instrument.
(signature pages follow)
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REAFFIRMATION OF GUARANTY
Each of the undersigned acknowledges receipt of a copy of the Amendment
No. 2 to the Dexter Corporation Five Year Credit Agreement (the "Amendment")
dated September 20, 1999, consents to such Amendment and hereby reaffirms its
obligations under the Subsidiary Guaranty (as defined in the Agreement).
Dated as of August 26, 1999.
DEXTER MAGNETIC TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Assistant Secretary
DEXTER HYSOL AEROSPACE, INC.
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Secretary
DEXTER ACQUISITION DELAWARE, INC.
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Secretary
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IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have
executed this Agreement as of the date first above written.
DEXTER CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Treasurer
Address: Xxx Xxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000-0000
Attn: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
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BANK ONE, NA,
(Main Office -- Chicago),
Individually and as Agent
Commitment $35,000,000.00
By: /s/ X. X. Xxxxxx
Name: X. X. Xxxxxx
Title: Managing Director
Address: 000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: X. X. Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
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FLEET NATIONAL BANK,
Individually and as Syndication Agent
Commitment $30,000,000.00
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
Address: One Federal Street
MA0FD07L
Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
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BANK OF AMERICA, N.A.
Individually and as Documentation Agent
Commitment $30,000,000.00
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
Address: 000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
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ABN AMRO BANK N.V.,
Individually and as Co-Agent
Commitment $15,000,000.00
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
Address: 000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
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BANKBOSTON, N.A.,
Individually and as Co-Agent
Commitment $15,000,000.00
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Managing Director
Address: 000 Xxxxxxx Xxxxxx
XX 00-00-00
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, Xx.
Telephone: (000) 000-0000
Fax: (000) 000-0000
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BANK OF TOKYO MITSUBISHI TRUST COMPANY ,
Individually and as Co-Agent
Commitment $15,000,000.00
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Vice President
Address: 1251 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
00
XXXXX XXXXXXXXXXX XXXXXXXX,
XXX XXXX BRANCH ,
Individually and as Co-Agent
Commitment $15,000,000.00
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
By: /s/ X. Xxxxxxx
Name: X. Xxxxxxx
Title: FVP/Deputy Manager
Address: Xxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
00
XXXXXXXXXXX XX,
Xxx Xxxx And Grand Cayman Branches,
Individually and as Co-Agent
Commitment $15,000,000.00
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Assistant Vice President
Address: 2 World Financial Center
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
Xxxxx X. Xxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
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FIRST UNION NATIONAL BANK,
Individually and as Co-Agent
Commitment $15,000,000.00
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
Address: 00 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
Attn: Xxxx Xxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
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MELLON BANK, N.A.,
Individually and as Co-Agent
Commitment $15,000,000.00
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Vice President
Address: One Mellon Bank Center, Room 0370
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
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SUNTRUST BANK, ATLANTA,
Individually and as Co-Agent
Commitment $15,000,000.00
By: /s/ W. Xxxxx Xxxxxx
Name: W. Xxxxx Xxxxxx
Title: Vice President
Address: 000 0xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
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BANQUE NATIONALE DE PARIS
Commitment $12,500,000.00
By: /s/ Sophie Revillard Xxxxxxx
Name: Sophie Revillard Xxxxxxx
Title: Vice President
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Assistant Vice President
Address: 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Sophie Revillard Xxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
00
XXX XXXX XX XXX XXXX
Commitment $12,500,000.00
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Vice President
Address: Xxx Xxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx, Xx.
Telephone: (000) 000-0000
Fax: (000) 000-0000
00
XXX XXXXX XXXX XX XXXXXXXX PLC
Commitment $12,500,000.00
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
Address: Wall Street Plaza
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
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WACHOVIA BANK, N.A.
Commitment $12,500,000.00
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
Address: 000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
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per pro XXXXX BROTHERS XXXXXXXX & CO.
Commitment $7,500,000.00
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Manager
Address: 00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
00
XXX XXXXXX XXXX XXXXXXXXXXXX,
XXXXXX XXXXXXX BRANCH,
Individually and as Co-Agent
Commitment $15,000,000
By: /s/ Xxxx X. X'Xxxxx
Name: Xxxx X. X'Xxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
Address: x/x Xxx Xxxxxx Xxxx, Xxx Xxxx
Branch
000 Xxxx Xxxxxx, 0xx Xxxxx Xxxx
Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
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BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE,
INC.
Commitment $12,500,000
By: /s/ Xxxxxxxx X. Xxxx
Name: Xxxxxxxx X. Xxxx
Title: Vice President
By: /s/ Xxxxxxxxxxx X. Xxxxxx
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Senior Associate
Address: 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx X. Xxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
