Exhibit (10)(f)(2)
COMMITMENT AND ACCEPTANCE
This Commitment and Acceptance (this "Commitment and Acceptance"), dated as
of July 21, 2003, is entered into among the parties listed on the signature pages
hereof. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Credit Agreement (as defined below).
PRELIMINARY STATEMENTS
Reference is made to that certain Credit Agreement dated as of July 26, 2000
by and among West Pharmaceutical Services, Inc. (the "Company"), the direct and
indirect subsidiaries of the Company party thereto, the several banks and other
financial institutions party thereto (collectively, the "Banks") and PNC Bank,
National Association, as Agent (in such capacity, the "Agent") for the Banks (as
amended, modified, supplemented or restated from time to time, the "Credit Agreement").
Pursuant to Section 2.14(e) of the Credit Agreement, the Borrowers have
requested an increase in the 364 Day Commitments from $44,537,037.04 to $55,000,000
(the "Requested Increase"). Such increase in the aggregate 364 Day Commitments
is to become effective on July 21, 2003 (the "Increase Date"). In connection with
such requested increase in the aggregate 364 Day Commitments, the Borrowers, the
Agent and Manufactures and Traders Trust Company (the "Additional 364 Day Bank")
hereby agree as follows:
1. ADDITIONAL 364 DAY BANK'S COMMITMENT. Effective as of the Increase Date,
the Additional 364 Day Bank shall become a party to the Credit Agreement as a 364
Day Bank, shall have (subject to the provisions of Sections 2.14(e) and 9.6(j) of
the Credit Agreement) all of the rights and obligations of a 364 Day Bank thereunder,
shall be bound by the terms and provisions thereof and shall thereupon have a 364
Day Commitment under and for purposes of the Credit Agreement in an amount equal
to the amount set forth opposite its name on the signature page hereof.
2. REPRESENTATIONS AND AGREEMENTS OF ADDITIONAL 364 DAY BANK. The Additional
364 Day Bank hereby (i) represents and warrants that it is legally authorized to
enter into this Commitment and Acceptance, (ii) confirms that it has received a
copy of the Credit Agreement, together with copies of the financial statements
requested by it and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Commitment a
Acceptance, (iii) agrees that it will, independently and without reliance upon the
Agent or any Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, (iv) appoints and authorizes the Agent
to take such action as agent on its behalf and to exercise such powers under
the Loan Documents as are delegated to the Agent by the terms thereof, toget
perform in accordance with their terms all of the obligations which by the terms
of the Loan Documents are required to be performed by it as a 364 Day Bank, (vi)
agrees that its payment instructions and notice instructions are as set forth in
the attachment to Schedule 1, (vii) confirms that none of the funds, monies, assets
or other consideration being used to make the commitment and acceptance hereunde
are "plan assets" as defined under ERISA and that its rights, benefits and inte
if applicable, attaches the forms prescribed by the Internal Revenue Service o
the United States certifying that it is entitled to receive payments under the
Loan Documents without deduction or withholding of any United States federal
income taxes.
3. REPRESENTATIONS OF BORROWER. Each of the Borrowers hereby represent
Event of Default existed and (b) the Increase Date (i) no Default or Event of
Default shall have occurred and then be continuing and (ii) the representations
and warranties contained in Article III of the Credit Agreement are true and correct
in all material respects (except to the extent any such representation or warranty
is stated to relate solely to an earlier date).
4. AGENT'S FEE. On or before the Increase Date, the Borrowers shall pay to
the Agent an administrative fee in the amount of $3,000.00.
5. GOVERNING LAW. This Commitment and Acceptance shall be governed by the
internal law, and not the law of conflicts, of the Commonwealth of Pennsylvania.
6. NOTICES. For the purpose of notices to be given under the Credit Agreement,
until notice of a change is delivered, the address of the Additional 364 Day Bank
shall be the address set forth in Schedule 1.
IN WITNESS WHEREOF, the parties hereto have executed this Commitment and
Acceptance by their duly authorized officers as of the date first above written.
WEST PHARMACEUTICAL SERVICES, INC.
By: _________________________________________
Name: ______________________________________
Title: _____________________________________
WEST PHARMACEUTICAL SERVICES, OF FLORIDA, INC.
By: _________________________________________
Name: ______________________________________
Title: _____________________________________
WEST PHARMACEUTICAL SERVICES LAKEWOOD, INC.
By: ________________________________________
Name: ______________________________________
Title: _____________________________________
WEST PHARMACEUTICAL SERVICES GROUP LIMITED
By: _______________________________________
Name: _____________________________________
Title: ____________________________________
PACO LABORATORIES, INC.
By: _______________________________________
Name: _____________________________________
Title: ____________________________________
WEST PHARMACEUTICALS SERVICES CANOVANAS, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
WEST PHARMACEUTICAL SERVICES OF
DELAWARE, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
WEST PHARMACEUTICAL SERVICES
XXXX XXXX, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
WEST PHARMACEUTICAL CLEVELAND, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
PNC BANK, NATIONAL ASSOCATION, as Agent
By: ________________________________________
Name: ______________________________________
Title: _____________________________________
ADDITIONAL 364 DAY MANUFACTURERS AND TRADERS TRUST COMPANY
BANK'S COMMITMENT
By: ________________________________________
$10,462,962.96
Name: ______________________________________
Title: _____________________________________
SCHEDULE 1
TO COMMITMENT AND ACCEPTANCE
ADMINISTRATIVE INFORMATION SHEET
Attach Administrative Information Sheet for Additional 364 Day Bank
