EX-10 2 exhibit10a.txt EXHIBIT 10A FOURTH AMENDMENT PNC BANK EXHIBIT (10)(a) FOURTH AMENDMENT FOURTH AMENDMENT, dated as of July 13, 2001, among WEST PHARMACEUTICAL SERVICES, INC., a Pennsylvania corporation (the "Company"), the direct and indirect subsidiaries of the Company listed on the signature pages hereto (together with the Company, collectively, the "Borrowers"), the several banks and other financial institutions parties to the Credit Agreement (as hereinafter defined) (collectively, the "Banks"), and PNC BANK, NATIONAL ASSOCIATION, as Agent for the Banks (in such capacity, the "Agent"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Borrowers, the Banks and the Agent are parties to a Credit Agreement, dated as of July 26, 2000 (as heretofore amended, supplemented or otherwise modified, the "Credit Agreement"); WHEREAS, pursuant to Section 2.14(d) of the Credit Agreement, the Borrowers have requested an extension of the 364 Day Commitments under the Credit Agreement from July 24, 2001 until July 22, 2002; WHEREAS, each of the Banks other than those listed on Schedule II hereto (those Banks listed on Schedule II hereto, collectively, the "Declining Banks"), has agreed to extend its 364 Day Commitment until July 22, 2002 on the terms and subject to the conditions set forth herein; and WHEREAS, Banks holding more than 51% of the 364 Day Commitments have agreed to extend their 364 Day Commitment on the terms described herein, including that the Applicable Margin be amended as provided herein. NOW, THEREFORE, in consideration of the foregoing and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined. 2. Extension of 364 Commitment. Effective on and as of July 25, 2001, the 364 Day Commitments of each of the Banks other than the Declining Banks shall be extended until July 22, 2002. As provided in Section 2.14(d) of the Credit Agreement, on July 24, 2001, the Borrowers shall pay to each Declining Bank the principal amount of the 364 Day Loans and all interests, fees and other amounts owed to such Declining Bank with respect to the 364 Day Facility. 3. Amendments to Credit Agreement. ------------------------------ (a) Effective on and as of July 25, 2001, the definition of Applicable Margin contained in Section 1.1 of the Credit Agreement is hereby amended by deleting the table set forth therein and inserting in lieu thereof the following: Level Leverage Ratio 364 Day Facility Five Year Facility -------------------------------------------------------------------------------- I Less than or equal to 0.725% 0.675% 0.35 to 1.0 II Less than or equal to 0.45 0.825% 0.775% to 1.0 but greater than 0.35 to 1.0 III Greater than 0.45 to 1.0 1.05% 1.0% (b) Effective on and as of July 25, 2001, the definition of Facility Fee Rate contained in Section 1.1 of the Credit Agreement is hereby amended by deleting the table set forth therein and inserting in lieu thereof the following: Level Leverage Ratio 364 Day Facility Five Year Facility -------------------------------------------------------------------------------- I Less than or equal to 0.15% 0.20% 0.35 to 1.0 II Less than or equal to 0.45 0.175% 0.225% to 1.0 but greater than 0.35 to 1.0 III Greater than 0.45 to 1.0 0.20% 0.25% (c) Effective on and as of July 25, 2001, Schedule I to the Credit Agreement is hereby deleted in its entirety and the Schedule I attached hereto is hereby inserted in lieu thereof. 4. Representations and Warranties. The Borrowers hereby represent and warrant to the Banks and the Agent that: (a) There exists no Default or Event of Default under the Credit Agreement as amended hereby; (b) The representations and warranties made in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on and as of the date hereof; and (c) ______ The execution and delivery of this Amendment by and on behalf of the Borrowers has been duly authorized by all requisite action on behalf of the Borrowers and this Amendment constitutes the legal, valid and binding obligation of the Borrowers, enforceable against them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 5. Effectiveness; Declining Banks. This Amendment shall become effective on the date on which the Agent shall have received (a) counterparts hereof duly executed by the Borrowers and each Bank that is extending its 364 Day Commitment, (b) an extension fee for the benefit of each Bank that is extending its 364 Day Commitment in the amount of 10 basis points (0.10%) on the amount of such Bank's 364 Day Commitment and (c) for the account of PNC Capital Markets, Inc., such arrangement fees as shall have been agreed to with the Borrowers. 6. Limited Effect. Except as expressly amended by this Amendment, the Credit Agreement shall continue to be, and shall remain, unaltered and in full force and effect in accordance with its terms and the Borrowers hereby confirm all of the provisions of the Credit Agreement and the other Loan Documents. 7. Release. Recognizing and in consideration of certain of the Banks extending their 364 Day Commitments, each of the Borrowers hereby waives and releases all of the Banks and the Agent and their officers, attorneys, agents, and employees from any liability, suit, damage, claim, loss or expense of any kind or nature whatsoever and howsoever arising that such Borrower ever had or now has against any of them arising out of or relating to any Bank's or the Agent's acts or omissions with respect to this Amendment, the Credit Agreement, the other Loan Documents or any other matters described or referred to herein or therein. 8. Miscellaneous. (a) Expenses. Each of the Borrowers agrees to pay all of the Agent's reasonable out-of-pocket expenses incurred in connection with the preparation, negotiation and execution of this Amendment and the other documents executed in connection herewith, including, without limitation, the reasonable fees and expenses of Ballard Spahr Andrews & Ingersoll, LLP. (b) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. (c) Successor and Assigns. The terms and provisions of this Amendment shall be binding upon and shall inure to the benefit of the Borrowers, the Agent and the Banks and their respective successors and assigns. (d) Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same instrument. (e) Headings. The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof. (f) Modifications. No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year 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 PHARMACEUTICAL SERVICES CANOVANAS, INC. By: ____________________________ Name: ____________________________ Title:____________________________ WEST PHARMACEUTICAL SERVICES OF DELAWARE, INC. By: ____________________________ Name: ____________________________ Title:____________________________ WEST PHARMACEUTICAL SERVICES VEGA ALTA, INC. By: ____________________________ Name: ____________________________ Title:____________________________ WEST PHARMACEUTICAL CLEVELAND, INC. By: ____________________________ Name: ____________________________ Title:____________________________ PNC BANK, NATIONAL ASSOCIATION, as a Bank and as Agent By: ____________________________ Name: ____________________________ Title:____________________________ FIRST UNION NATIONAL BANK By: ____________________________ Name: ____________________________ Title:____________________________ DRESDNER BANK, AG, NEW YORK AND GRAND CAYMAN BRANCHES By: ____________________________ Name: ____________________________ Title:____________________________ By: ____________________________ Name: ____________________________ Title:____________________________ NATIONAL CITY BANK By: ____________________________ Name: ____________________________ Title:____________________________ THE CHASE MANHATTAN BANK By: _____________________________ Name:_____________________________ Title_____________________________ MELLON BANK, N.A., By: ____________________________ Name: ____________________________ Title:____________________________ SCHEDULE I BANKS AND COMMITMENT INFORMATION Bank and Lending Office(s) Commitments
364 Day Five Year Swing Line ---------------------------------------------- PNC Bank, National Association $14,444,444.45 $15,555,555.55 $15,000,000 1000 Westlakes Dr., Suite 200 Berwyn, PA 19312 Attention: Frank Pugliese Facsimile: 610-725-5799 First Union National Bank $10,833,333.33 $11,666,666.67 $0 1339 Chestnut Street 12th Floor, PA 4830 Philadelphia, PA 19107 Attention: Jeanette Griffin Facsimile: 215-973-4156 Dresdner Bank AG, New York $0 $11,666,666.67 $0 and Grand Cayman Branches 75 Wall Street New York, NY 10005 Attention: Richard Morris Facsimile: 212-429-2524 National City Bank $9,629,629.63 $10,370,370.37 $0 One South Board Street, 13th Floor Philadelphia, PA 19107 Attention: Thomas McDowell Facsimile: 267-256-40001 The Chase Manhattan Bank $0 $10,370,370.37 $0 One Riverfront Plaza, Second Floor Newark, NJ 07102 Attention: Thomas Conroy Facsimile: 973-353-6158 Mellon Bank, N.A. $9,629,629.63 $10,370,370.37 $0 610 W. Germantown Pike, Suite 200 Plymouth Meeting, PA 19462 Attention: Frank McGrane Facsimile: 610-941-4136 ------------------------------------------------ Total Commitments $44,537,037.04 $70,000,000 $15,000,000
SCHEDULE II DECLINING BANKS Dresdner Bank, AG, New York and Grand Cayman Branches The Chase Manhattan Bank