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AMENDMENT NO. 4 TO
FACILITY A 364-DAY COMPETITIVE ADVANCE,
REVOLVING CREDIT AND GUARANTY AGREEMENT
dated as of
May 23, 2003
among
DENTSPLY INTERNATIONAL INC., as Borrower,
THE GUARANTORS NAMED HEREIN,
THE BANKS NAMED HEREIN,
ABN
AMRO BANK N.V., as Administrative Agent
and
CITIBANK, N.A., as Syndication
FLEET NATIONAL BANK,
Agent
HARRIS TRUST AND SAVINGS BANK,
and
WACHOVIA BANK, NATIONAL
ASSOCIATION,
as Co-Documentation Agents
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<PAGE>
AMENDMENT NO. 4 TO FACILITY A
364-DAY COMPETITIVE
ADVANCE, REVOLVING CREDIT AND GUARANTY
AGREEMENT
THIS AMENDMENT NO. 4 (this "Amendment") is dated as of
May 23, 2003, and amends the Facility A 364-Day Competitive
Advance, Revolving Credit and Guaranty
Agreement, dated as of
May
25, 2001, by and among DENTSPLY INTERNATIONAL INC. (the
"Borrower"), the Guarantors (as such term is
defined therein) from
time to time party thereto, the Banks (as such term is defined
therein) from time to time party
thereto, ABN AMRO BANK N.V., as
administrative agent (the "Agent"), and the other agents party
thereto, as amended by Amendment No. 1 to Facility A 364-Day
Competitive Advance, Revolving Credit and Guaranty Agreement
dated as of May 25, 2001, Amendment No. 2 to Facility A 364-Day
Competitive Advance, Revolving Credit and Guaranty Agreement
dated as of August 30, 2001, and Amendment No. 3 to Facility A
364-Day Competitive Advance, Revolving Credit and Guaranty
Agreement dated as of May 24, 2002 (the "Facility A Credit
Agreement").
BACKGROUND
The parties
hereto desire to amend the Facility A
Credit Agreement to extend the maturity date as permitted by
Section 2.12(e) of the Facility A Credit
Agreement,
as more fully
set forth below.
OPERATIVE PROVISIONS
NOW THEREFORE, the
parties hereto, in
consideration of
their mutual covenants and agreements herein contained,
incorporating the above-defined terms herein and intending to
be
legally bound hereby agree as follows:
Article I
Amendment
1.01. Defined
Terms; References. Terms not otherwise
defined in this Amendment (including in the Background section
above) shall have the respective
meanings ascribed to them in the
Facility A Credit Agreement. Each reference to "hereof,"
"hereunder," "herein," and "hereby" and similar references
contained in the Facility A Credit Agreement and each reference
to "this Agreement" and similar references contained in the
Facility A Credit Agreement shall, on and after the date hereof,
refer to the Facility A Credit Agreement as
amended hereby.
1.02. Maturity Date.
The Maturity Date is
hereby
extended for an additional 364 days in
accordance with Section
2.12(e) of the Facility A Credit Agreement
and the definition of
"Maturity Date" set forth in Section 1.01
of the Facility A
Credit Agreement is hereby amended and
restated in its entirety
to read as follows:
"Maturity Date" shall mean May 21, 2004 or such other
Maturity Date then in effect pursuant to Section
2.12(e).
<PAGE>
1.03. Applicable
Percentage. The table
set forth
in the definition of "Applicable
Percentage" in Section 1.01 of
the Facility A Credit Agreement is hereby
deleted and replaced
with the following:
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Facility LIBOR:
Usage
Debt Rating: Fee:
Applicable Fee:
S&P and Moody's Applicable Percentage
Applicable
Respectively Percentage
Percentage
----------------------------------------------------
----------------------------------------------------
A or above, or A2 8.0
32.0
10.0
or above
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----------------------------------------------------
A- or A3
10.0 40.0
12.5
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----------------------------------------------------
BBB+ or Baa1 12.5
50.0
12.5
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----------------------------------------------------
BBB or Baa2
15.0 60.0
15.0
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----------------------------------------------------
BBB- or Baa3 25.0
75.0
25.0
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----------------------------------------------------
BB+ or Ba1
35.0 115.0
25.0
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BB or below or 50.0
175.0
25.0
unrated, or Ba2
or below or
unrated
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1.04.Commitments.
Schedule 2.01 of the Facility A
Credit Agreement is hereby deleted in its
entirety and is
replaced with Schedule 2.01 hereto.
1.05.Fees. On or
before 5:00 p.m. (New York City time)
on May 23, 2003, and as a condition to the
effectiveness of this
Amendment, Borrower shall pay in
immediately available funds to
each Bank that executes this Amendment, an
amount equal to one
twentieth of one percent 0.05% or 5 basis
points) of the amount
of such Bank's Commitment as set forth on
Schedule 2.01 hereto.
1.06.Agents. As of the
effective date of this
Amendment, the agents are ABN AMRO Bank
N.V., as administrative
agent, Citibank, N.A., as syndication
agent, and Fleet National
Bank, Harris Trust and Savings Bank, and
Wachovia Bank, National
Association, as co-documentation
agents.
Article II
Representations and Warranties
As of the date hereof,
each of the Borrower and each of
the Guarantors, jointly and severally, represent and warrant to
the Agent and each of the Banks as
follows:
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2.01. The execution and delivery by the Borrower
and the Guarantors of this Amendment, the consummation by the
Borrower and the Guarantors of the transactions contemplated by
the Credit Agreement as amended hereby, and the performance by
each of the Borrower and each Guarantor of its respective
obligations hereunder and thereunder
have been duly
authorized by
all necessary corporate proceedings on the part of the Borrower
and each Guarantor. On the date of Borrower's
execution hereof,
there are no set-offs, claims, defenses,
counterclaims,
causes of
action, or deductions of any nature against any of the
Obligations.
2.02. This
Amendment has been duly and validly
executed and delivered by the Borrower and each Guarantor and
constitutes, and the Credit Agreement as amended hereby
constitutes, the legal, valid and binding obligations of the
Borrower and each Guarantor enforceable in accordance with the
terms hereof and thereof, except as the enforceability of this
Amendment or the Credit Agreement as amended hereby may be
limited by bankruptcy, insolvency or other similar laws of
general application affecting the enforcement of creditors'
rights or by general principles of equity limiting the
availability of equitable remedies.
2.03. Neither
the execution and delivery of this
Amendment nor consummation of the transactions contemplated
hereby or by the Credit Agreement as amended hereby nor
compliance with the terms and provisions hereof or of the Credit
Agreement as amended hereby, by the Borrower or any Guarantor,
will (a) violate any Law, (b) conflict with or result in a breach
of or a default under the articles or certificate of
incorporation or bylaws or similar organizational documents of
the Borrower or any Guarantor or any material agreement or
instrument to which the Borrower or any Guarantor is a party or
by which the Borrower or any Guarantor or any of their
respective
properties (now owned or hereafter acquired) may be subject or
bound, (c) require any consent or approval of any Person or
require a mandatory prepayment or any other payment under the
terms of any material agreement or instrument to which the
Borrower or any Guarantor is a party or by which the
Borrower or
any Guarantor or any of their respective properties (now owned or
hereafter acquired) may be subject or bound, (d) result in the
creation or imposition of any Lien upon any property (now owned
or hereafter acquired) of the Borrower or any Guarantor, or
(e) require any authorization, consent, approval, license,
permit,
exemption or other action by, or any
registration,
qualification,
designation, declaration or filing with, any Governmental
Authority.
2.04. After giving
effect to this Amendment: (i) no
Event of Default under and as defined in the Facility A Credit
Agreement and, to the knowledge of the Borrower and the
Guarantors, no event which upon notice or lapse of time or
both
would constitute such an Event of Default has occurred and is
continuing, and (ii) the representations and warranties of each
of Borrower and each of the Guarantors contained in the Facility
A Credit Agreement and the other Fundamental Documents are true
and correct on and as of the date
hereof with the same force and
effect as though made on such date, except to the extent that any
such representation or warranty expressly relates solely to a
previous date.
Article III
Effect, Effectiveness, Consent of Guarantors
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3.01. Effectiveness.
Upon (i) Borrower's payment and
performance of all obligations in connection he
