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EXHIBIT (b)(2)
[LETTERHEAD OF XXXXX X. XXXXXXXX, FIRST CHICAGO CAPITAL MARKETS, INC.]
December 5, 1998
Dexter Corporation
Xxx Xxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000-2334
Attention: Xx. Xxxxxxxx Xxxxxxx
Vice President and
Chief Financial Officer
Gentlemen/Ladies:
Dexter Corporation (the "Borrower"), The First National Bank of Chicago (the
"Agent") and First Chicago Capital Markets, Inc. (the "Arranger") are party to a
certain commitment letter (as amended, the "Commitment Letter"), dated July 6,
1998. The commitment Letter relates to proposed Credit Facilities aggregating
$600,000,000 (the "Facilities") to be used by Xxxxxx for various corporate
purposes, including the financing of the acquisition of Life Technologies, Inc.
In order to accommodate certain potential changes in the transactions
contemplated by the Commitment Letter, the Borrower has asked the Agent and the
Arranger to agree to certain amendments to the Term Sheet (as defined in the
Commitment Letter) and to seek the consent to such amendments of the Lenders
which have previously committed to participate in the Facilities. Subject to the
following sentence, upon the acceptance of this letter by the Borrower, the Term
Sheet shall be amended as set forth on Exhibit A to this letter. Notwithstanding
the foregoing, the Term Sheet shall not be amended, and this letter shall be
without effect, unless and until such time as the Exhibit A changes to the Term
Sheet have also been agreed to by Lenders that have previously committed an
aggregate amount of not less than $600 million to the Facilities.
Except as provided herein, the Commitment Letter and Term Sheet shall be
unmodified and remain in full force and effect.
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Please sign and return the acceptance copy of this letter to the Agent to
evidence your agreement herewith. The proposed amendment shall not become
effective unless the Borrower has accepted this letter on or prior to December
10, 1998.
Yours truly,
The First National Bank of Chicago
By: /s/ Xxxxx X. Xxxxxxxx
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Title: First Vice President
First Chicago Capital Markets, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Managing Director
Accepted and Agreed:
Dexter Corporation
By: /s/ Xxxxxxxx Xxxxxxx
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Title: Vice President and Chief Financial Officer
Date: 12/6/98
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EXHIBIT A
The condition set forth under "Acquisition" is hereby amended
by deleting the requirement that, after giving effect to the consummation of the
offer to purchase, the Borrower will not own less than 80% of the shares of each
outstanding class of equity securities of the Target. As a result of such
Amendment, the language under the heading "The Credit Agreement: -Conditions
Precedent: -Acquisition" is hereby amended and restated as follows:
Acquisition: The material terms and conditions of the
offer to purchase pursuant to which the
Acquisition is to be effected, including
without limitation the consideration for and
structure of the Acquisition, shall be
reasonably acceptable to the Agent, and the
conditions therein shall have been satisfied
(or waived with the consent of the Agent,
which consent shall not be unreasonably
withheld). There shall exist no legal or
practical impediment to the consummation of
a merger (other than receipt of the
requisite number of votes of LTI
shareholders sufficient to consummate such
merger).
